0001062993-16-010562.txt : 20160714 0001062993-16-010562.hdr.sgml : 20160714 20160714160910 ACCESSION NUMBER: 0001062993-16-010562 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 81 CONFORMED PERIOD OF REPORT: 20160331 FILED AS OF DATE: 20160714 DATE AS OF CHANGE: 20160714 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALKALINE WATER Co INC CENTRAL INDEX KEY: 0001532390 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-GROCERIES & RELATED PRODUCTS [5140] IRS NUMBER: 990367049 STATE OF INCORPORATION: NV FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-55096 FILM NUMBER: 161767547 BUSINESS ADDRESS: STREET 1: 7730 E GREENWAY ROAD STREET 2: SUITE 203 CITY: SCOTTSDALE STATE: AZ ZIP: 85260 BUSINESS PHONE: 480-272-7290 MAIL ADDRESS: STREET 1: 7730 E GREENWAY ROAD STREET 2: SUITE 203 CITY: SCOTTSDALE STATE: AZ ZIP: 85260 FORMER COMPANY: FORMER CONFORMED NAME: GLOBAL LINES INC DATE OF NAME CHANGE: 20111011 10-K 1 form10k.htm FORM 10-K The Alkaline Water Company Inc.: Form 10-K - Filed by newsfilecorp.com

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

(Mark One)

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended: March 31, 2016

Or

[   ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________________ to __________________

Commission file number: 000-55096

THE ALKALINE WATER COMPANY INC.
(Exact name of registrant as specified in its charter)

Nevada 99-0367049
State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification No.)

7730 E Greenway Road, Ste. 203, Scottsdale, AZ 85260 
(Address of principal executive offices and Zip Code)

Registrant’s telephone number, including area code: (480) 656-2423

Securities registered pursuant to Section 12(b) of the Act

Title of Each Class Name of each Exchange on which registered
Nil N/A

Securities registered pursuant to Section 12(g) of the Act

Common stock with a par value of $0.001 per share
(Title of Class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes [   ]        No [X]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes [   ]        No [X]

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes [X]        No [   ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes [X]        No [   ]


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Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [   ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act

Large accelerated filer [   ] Accelerated filer                   [   ]
Non-accelerated filer   [   ] Smaller reporting company [X]
(Do not check if a smaller reporting company)  

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
Yes [   ]        No [X]

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.

108,754,625 shares of common stock (on a pre-reverse stock split basis) at a price of $0.098 per share for an aggregate market value of $10,657,953.

(APPLICABLE ONLY TO CORPORATE REGISTRANTS)

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date:
As of July13, 2016, there were 15,239,672 shares of common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or (c) of the Securities Act of 1933. The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1980).
Not Applicable


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TABLE OF CONTENTS

PART I 4
  ITEM 1. BUSINESS 4
  ITEM 1A. RISK FACTORS 10
  ITEM 1B. UNRESOLVED STAFF COMMENTS 17
  ITEM 2. PROPERTIES 17
  ITEM 3. LEGAL PROCEEDINGS 17
  ITEM 4. MINE SAFETY DISCLOSURES 17
     
PART II 17
  ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES 17
  ITEM 6. SELECTED FINANCIAL DATA 20
  ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 20
  ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 24
  ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 25
  ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE 26
  ITEM 9A. CONTROLS AND PROCEDURES 26
  ITEM 9B. OTHER INFORMATION 27
     
PART III 27
  ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE 27
  ITEM 11. EXECUTIVE COMPENSATION 30
  ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS 37
  ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE 38
  ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES 40
     
PART IV 40
  ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES 43
  ITEM 16. FORM 10-K SUMMARY  


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PART I

ITEM 1. BUSINESS

Forward-Looking Statements

This annual report contains “forward-looking statements”. All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws, including, but not limited to, any projections of earnings, revenue or other financial items; any statements of the plans, strategies and objections of management for future operations; any statements concerning proposed new services or developments; any statements regarding future economic conditions or performance; any statements or belief; and any statements of assumptions underlying any of the foregoing. Forward-looking statements may include the words “may,” “could,” “estimate,” “intend,” “continue,” “believe,” “expect” or “anticipate” or other similar words. These forward-looking statements present our estimates and assumptions only as of the date of this report. Accordingly, readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the dates on which they are made. Except as required by applicable law, including the securities laws of the United States, we do not intend, and undertake no obligation, to update any forward-looking statement.

Although we believe the expectations reflected in any of our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in any of our forward-looking statements. Our future financial condition and results of operations, as well as any forward-looking statements, are subject to change and inherent risks and uncertainties. The factors impacting these risks and uncertainties include, but are not limited to:

our current lack of working capital;

inability to raise additional financing;

the fact that our accounting policies and methods are fundamental to how we report our financial condition and results of operations, and they may require our management to make estimates about matters that are inherently uncertain;

deterioration in general or regional economic conditions;

adverse state or federal legislation or regulation that increases the costs of compliance, or adverse findings by a regulator with respect to existing operations;

inability to efficiently manage our operations;

inability to achieve future sales levels or other operating results; and

the unavailability of funds for capital expenditures.

Our financial statements are stated in United States Dollars (US$) unless otherwise stated and are prepared in accordance with United States Generally Accepted Accounting Principles.

In this annual report, unless otherwise specified, all references to “common shares” refer to the common shares in our capital stock.

As used in this annual report on Form 10-K, the terms “we”, “us” “our”, the “Company” and “Alkaline” refer to The Alkaline Water Company Inc., a Nevada corporation, and its wholly-owned subsidiary, Alkaline Water Corp., and Alkaline Water Corp.’s wholly-owned subsidiary, Alkaline 88, LLC (formerly Alkaline 84, LLC), unless otherwise specified.

Corporate Overview

Our company offers retail consumers bottled alkaline water in 500ml, 700ml, 1-liter, 3-liter and 1-gallon sizes under the trade name Alkaline88. Our product is produced through an electrolysis process that uses specialized electronic cells coated with a variety of rare earth minerals to produce our 8.8 pH drinking water without the use of any chemicals. Our product also incorporates 84 trace Himalayan salts. The main reason consumers drink our product is for the perceived benefit that a proper pH balance helps fight disease and boosts the immune system and the perception that alkaline water helps to maintain a proper body pH and keeps cells young and hydrated.


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Our company, The Alkaline Water Company Inc., was incorporated under the laws of the State of Nevada on June 6, 2011 under the name “Global Lines Inc.”. Our business model prior to the acquisition of Alkaline Water Corp. on May 31, 2013 was to provide chauffeuring and transportation services to residents within our local market, primarily providing transportation services such as private school student transport, sightseeing trips, and elderly transportation, and offering transportation to the airport and special events such as proms and weddings. However, as we had not successfully developed our service and had no source of revenue from our business plan, we determined to seek out a new business opportunity to increase value for our stockholders.

On February 20, 2013, The Alkaline Water Company Inc. (formerly Global Lines Inc.) entered into a non-binding letter of intent with Alkaline 88, LLC (formerly Alkaline 84, LLC), a wholly-owned subsidiary of Alkaline Water Corp., for the acquisition of all of the issued and outstanding securities of the capital of Alkaline 88, LLC. Further to this letter of intent, on May 31, 2013, The Alkaline Water Company Inc. entered into a share exchange agreement with Alkaline Water Corp. and all of its stockholders, and as a result of the closing of this agreement on the same date, Alkaline Water Corp. became a wholly-owned subsidiary of The Alkaline Water Company Inc. Consequently, after the closing of this agreement we adopted the business of Alkaline Water Corp.’s wholly-owned subsidiary, Alkaline 88, LLC.

Alkaline Water Corp. was incorporated in the State of Arizona on March 7, 2013, and it is the sole stockholder of Alkaline 88, LLC. Alkaline Water Corp. is the wholly-owned subsidiary of The Alkaline Water Company Inc., and Alkaline 88, LLC is Alkaline Water Corp.’s wholly-owned subsidiary.

Prior to the closing of the share exchange agreement, on May 30, 2013, our company effected a name change by merging with its wholly-owned Nevada subsidiary named “The Alkaline Water Company Inc.” with our company as the surviving corporation under the new name “The Alkaline Water Company Inc.” In addition, on May 30, 2013, our company effected a 15:1 forward stock split of our authorized and issued and outstanding common stock.

On October 7, 2013, we amended our articles of incorporation to create 100,000,000 shares of preferred stock by filing a Certificate of Amendment to Articles of Incorporation with the Secretary of State of the State of Nevada. The preferred stock may be divided into and issued in series, with such designations, rights, qualifications, preferences, limitations and terms as fixed and determined by our board of directors.

On October 8, 2013, we designated 20,000,000 shares of the authorized and unissued preferred stock of our company as “Series A Preferred Stock” by filing a Certificate of Designation with the Secretary of State of the State of Nevada. At the time, the Series A Preferred Stock had 10 votes per share. The Series A Preferred Stock is not convertible into shares of our common stock.

On November 5, 2013, we designated 1,000 shares of the authorized and unissued preferred stock of our company as “10% Series B Convertible Preferred Stock” by filing a Certificate of Designation with the Secretary of State of the State of Nevada. The 10% Series B Convertible Preferred Stock has, among other things, conversion rights, liquidation preferences, dividend rights, redemption rights and conversion rights.

On December 30, 2015, we effected a 50-for-1 reverse stock split of our authorized and issued and outstanding shares of common stock. As a result of the reverse stock split, the number of authorized shares of common stock of our company decreased from 1,125,000,000 to 22,500,000 and the number of issued and outstanding shares of common stock of our company decreased correspondingly. As a result of the reverse stock split, holders of our Series A Preferred Stock had 0.2 votes per share of Series A Preferred Stock.

On January 21, 2016, we amended our Articles of Incorporation to increase the number of authorized shares of our common stock from 22,500,000 to 200,000,000 by filing a Certificate of Amendment to Articles of Incorporation with the Secretary of State of the State of Nevada. As a result, the aggregate number of shares that we have the authority to issue is 300,000,000, of which 200,000,000 shares are common stock, with a par value of $0.001 per share, and 100,000,000 shares are preferred stock, with a par value of $0.001 per share.

On January 22, 2016, we amended the Certificate of Designation for our Series A Preferred Stock by filing an Amendment to Certificate of Designation with the Secretary of State of the State of Nevada. We amended the Certificate of Designation for our Series A Preferred Stock by deleting Section 2.2 of the certificate of designation, which proportionately increases or decreases the number of votes per share of Series A Preferred Stock in the event of any divided or other distribution on our common stock payable in our common stock or a subdivision or consolidation of the outstanding shares of our common stock. Accordingly, holders of Series A Preferred Stock now have 10 votes per share of Series A Preferred Stock, instead of 0.2 votes per share of Series A Preferred Stock.


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On March 30, 2016, we designated 3,000,000 shares of the authorized and unissued preferred stock of our company as “Series C Preferred Stock” by filing a Certificate of Designation with the Secretary of State of the State of Nevada. Each share of the Series C Preferred Stock will be convertible, without the payment of any additional consideration by the holder and at the option of the holder, into one fully paid and non-assessable share of our common stock at any time after (i) we achieve the consolidated revenue of our company and all of its subsidiaries equal to or greater than $15,000,000 in any 12 month period, ending on the last day of any quarterly period of our fiscal year; or (ii) a Negotiated Trigger Event, defined as an event upon which the Series C Preferred Stock will be convertible as may be agreed by our company and the holder in writing from time to time.

The principal offices of our company are located at 7730 E Greenway Road, Ste. 203, Scottsdale, AZ 85260. Our telephone number is (480) 656-2423.

Operations

Alkaline 88, LLC, our operating subsidiary, operates primarily as a marketing and distribution company. Alkaline 88, LLC has entered into exclusive arrangements with Water Engineering Solutions LLC, an entity that is controlled and owned by our President, Chief Executive Officer and Director, Steven P. Nickolas, and our Vice-President, Secretary, Treasurer and Director, Richard A. Wright, for the manufacture and production of our alkaline generating electrolysis system machines. Alkaline 88, LLC has entered into one-year agreement(s) with six different bottling companies in Ohio, Georgia, California, Texas and Arizona to act as co-packers for our product. Our current capacity at all plants exceeds $4,000,000 per month wholesale. Our branding is being coordinated through 602 Design, LLC and our component materials are readily available through multiple vendors. Our principal suppliers are Plastipack Packaging, Polyplastics Co., Van Plastics Inc., Amcor Inc. and Cactus Containers.

Our product is currently at the expansion phase of its lifecycle. In March 2012 Alkaline 88, LLC did market research on the demand for a bulk alkaline product at the Natural Product Expo West in Anaheim, California. In January 2013, we began the formal launching of our product in Southern California and Arizona. Since then, we have begun to deliver product through approximately 25,000 retail outlets throughout the United States. We are presently in all 50 States and the District of Columbia, although over 50% of our current sales are concentrated in the Southwest and Texas. We have distribution agreements with large national distributors (UNFI, KeHe, Tree of Life and Natures Best, CoreMark and C&S), representing over 150,000 retail establishments. Our current stores include convenience stores, natural food products stores, large ethnic markets and national retailers. Currently, we sell all of our products to our retailers through brokers and distributors. Our larger retail clients bring the water in through their own warehouse distribution network. Our current retail clients are made up of a variety of the following; convenience stores, including 7-11’s; large national retailers, including Albertson’s/Safeway, Kroger companies, and regional grocery chains such as Schnucks, Smart & Final, Jewel-Osco, Sprouts, Bashas’, Bristol Farms, Vallarta, Superior Foods, Brookshire’s, HEB and other companies throughout the United States. In total we are now in 36 of the top 75 (by sales) grocery retailers in the United States.

In April 2014 we entered into an exclusive territorial distribution agreement with Kalil Bottling Co. on a new single serve 700ml Bottle with a sport cap. This exclusivity is in Arizona and other areas in the Southwestern United States. Kalil Bottling Co. is a direct to store distributor (DSD). In the past fiscal year we have added a number of additional DSD’s in the Southwest and have expanded our product offering to include 500ml and 1 liter bottles.

In order to continue our expansion, we anticipate that we will be required, in most cases, to continue to give promotional deals throughout 2016 and in subsequent years on a quarterly basis ranging from a 5%-20% discount similar to all other beverage company promotional programs. It has been our experience that most of the retailers have requested some type of promotional introductory program which has included either a $0.25 -$0.50 per unit discount on an initial order; a buy one get one free program; or a free-fill program which includes 1-2 cases of free product per store location. Slotting has only been presented and negotiated in the larger national grocery chains and, in most cases, is offset by product sales. Our slotting fees with our current national retailers do not exceed $600,000 in the aggregate and are offset through product sales. In addition we participate in promotional activities of our distributors, but these fees are not in excess of $1,100,000 and are offset through product sales.


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Plan of Operations

In order for us to implement our business plan over the next twelve-month period, we have identified the following milestones that we expect to achieve:

  • Expansion of Broker Network - We expect to continue to develop our working relationship with our national broker network. We continually meet train and go on sales call with our national broker network in order to take advantage of the momentum currently being created by their efforts. We anticipate a considerable amount of travel and ongoing expenses at an estimated cost during that time of $100,000.

  • Increase Manufacturing Capacity – We expect to add one or two new co-packer facilities, strategically located to reduce freight costs and meet future growth objectives.

  • Expand Retail Distribution - We are currently in negotiations or have received the new item paperwork from retailers that will introduce our Alkaline 88 product line to retailers representing approximately 35,000 store locations throughout North America. We believe that by the end of fiscal year 2017, we will be in over 35,000 stores. The cost of this retail expansion is expected to be up to $1,500,000 during that time.

  • Addition of Support Staff - In order to support expansion efforts and to continue the training and support of our broker network, we will need to hire approximately two more people on the corporate level, which will be hired for the specific purpose of supporting the broker, distributor and retailers and their logistical requirements. We continue to seek and interview candidates to fill our growing need for additional staffing. The additional cost of these new hires is expected to be approximately $250,000 in salary and benefits over the next twelve months.

  • Capital Considerations – Our business plan can be adjusted based on the available capital to the business. We anticipate that approximately $2,500,000 is necessary in the near term in order to build-out a national presence for our product and to allow for the purchase of the necessary equipment and facilities over the next twelve months. To fund our expansion in the longer term, we anticipate that we need at least $3,000,000 during fiscal year 2016-2017.

We believe that cash flow from operations will not meet our present and near-term cash needs and thus we will require additional cash resources, including the sale of equity or debt securities, to meet our planned capital expenditures and working capital requirements for the next 12 months. We estimate that our capital needs over the next 12 months will be up to $3,000,000. We will require additional cash resources to achieve the milestones indicated above. If our own financial resources and future cash-flows from operations are insufficient to satisfy our capital requirements, we may seek to sell additional equity or debt securities or obtain additional credit facilities. The sale of additional equity securities will result in dilution to our stockholders. The incurrence of indebtedness will result in increased debt service obligations and could require us to agree to operating and financial covenants that could restrict our operations or modify our plans to grow the business. Financing may not be available in amounts or on terms acceptable to us, if at all. Any failure by us to raise additional funds on terms favorable to us, or at all, will limit our ability to expand our business operations and could harm our overall business prospects.

Distribution Method for Our Product

Our distribution network is a broker-distributor-retailer network, whereby brokers represent our products to distributors and retailers. Our target retail markets are: (a) chain and independent health food stores; (b) grocery stores; (c) convenience stores; (d) drug stores; and (e) the mass retail market.


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Currently we have gained broker representation through the Beacon United Group of brokers, which extend throughout the United States. Across the country and in all categories of retail trade, we are aggressively utilizing both DSD (direct to store deliveries) and warehouse opportunities in the distribution of our products throughout the country.

We have distribution agreements with large national distributors (UNFI, KeHe, Tree of Life and Natures Best, CoreMark and C&S), representing over 150,000 retail establishments. Our current stores include convenience stores, natural food products stores, large ethnic markets and national retailers. Currently, we sell all of our products to our retailers through brokers and distributors. Our larger retail clients bring the water in through their own warehouse distribution network. Our current retail clients are made up of a variety of the following; convenience stores, including 7-11’s; large national retailers, including Albertson’s/Safeway, Kroger companies, and regional grocery chains such as Schnucks, Smart & Final, Jewel-Osco, Sprouts, Bashas’, Bristol Farms, Vallarta, Superior Foods, Brookshire’s, HEB and other companies throughout the United States. In total we are now in 36 of the top 75 grocery retailers in the United States.

Dependence on Few Customers

We have 3 major customers that together account for 57% (24%, 17%, and 15%, respectively) of accounts receivable at March 31, 2016, and 4 customers that together account for 60% (20%, 17%, 12%, and 11%, respectively) of the total revenues earned for the year ended March 31, 2016.

There can be no assurance that such customers will continue to order our products in the same level or at all. A reduction or delay in orders from such customers, including reductions or delays due to market, economic or competitive conditions, could have a material adverse effect on our business, operating results and financial condition.

Marketing

We intend to market our product through our broker network and to avail ourselves to the promotional activities of other companies and competitors regarding the benefits of alkaline water. We anticipate that our initial marketing thrust will be to support the retailers and distribution network with point of sales displays and other marketing materials, strategically adding an extensive public relations program and other marketing as the markets dictate.

Competition

The beverage industry is extremely competitive. The principal areas of competition include pricing, packaging, development of new products and flavors, and marketing campaigns. Our product will be competing directly with a wide range of drinks produced by a relatively large number of manufacturers. Most of these brands have enjoyed broad, well-established national recognition for years, through well-funded ad and other marketing campaigns. In addition, companies manufacturing these products generally have far greater financial, marketing, and distribution resources than we have.

Important factors that will affect our ability to compete successfully include the continued public perception of the benefits of alkaline water, taste and flavor of our product, trade and consumer promotions, the development of new, unique and cutting edge products, attractive and unique packaging, branded product advertising, pricing, and the success of our distribution network.

We will also be competing to secure distributors who will agree to market our product over those of our competitors, provide stable and reliable distribution, and secure adequate shelf space in retail outlets. The extremely competitive pressures within the beverage categories could result in our product never even being introduced beyond what they can market locally themselves.


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Our product will compete generally with all liquid refreshments, including bottled water and numerous specialty beverages, such as SoBe, Snapple, Arizona, Vitamin Water, Gatorade, and Powerade. We will compete directly with other alkaline water producers and brands focused on the emerging alkaline beverage market including Eternal, Essentia, Icelandic, Real Water, Aqua Hydrate, Mountain Valley, Qure, Penta, and Alka Power.

Products offered by our direct competitors are sold in various volumes and prices with prices ranging from approximately $1.39 for a half-liter bottle to $2.99 for a one-liter bottle, and volumes ranging from half-liter bottles to one-and-a half liter bottles. We currently offer our product in a three-liter bottle for a suggested retail price (SRP) of $3.99, one-gallon bottle for an SRP of $4.99, 700 milliliter single serving at an SRP of $1.29, 1 liter at an SRP of $1.79 and a 500 milliliter at an SRP of $0.99.

Intellectual Property

Where available, we intend to obtain trademark protection in the United States for a number of trademarks for slogans and product designs. We intend to aggressively assert our rights under trade secret, unfair competition, trademark and copyright laws to protect our intellectual property, including product design, product research and concepts and recognized trademarks. These rights are protected through the acquisition of patents and trademark registrations, the maintenance of trade secrets, the development of trade dress, and, where appropriate, litigation against those who are, in our opinion, infringing these rights. The trademark for Alkaline 88 has been approved and is currently active.

While there can be no assurance that registered trademarks will protect our proprietary information, we intend to assert our intellectual property rights against any infringer. Although any assertion of our rights could result in a substantial cost to, and diversion of effort by, our company, management believes that the protection of our intellectual property rights will be a key component of our sales and operating strategy.

Seasonality of Business

The sales of our products are influenced to some extent by weather conditions in the markets in which we operate. Unusually cold or rainy weather during the summer months may have a temporary effect on the demand for our product and contribute to lower sales, which could have an adverse effect on our results of operations for such periods.

Research and Development Costs During the Last Two Years

Alkaline 88, LLC has worked with Water Engineering Solutions, LLC, an entity that is controlled and majority-owned by Steven P. Nickolas and Richard A. Wright, on the research and development activities related to the development of our alkaline generating electrolysis system machines, a proprietary alkaline water system.

Government Regulation

The advertising, distribution, labeling, production, safety, sale, and transportation in the United States of our product will be subject to: the Federal Food, Drug, and Cosmetic Act; the Federal Trade Commission Act; the Lanham Act; state consumer protection laws; competition laws; federal, state and local workplace health and safety laws; various federal, state and local environmental protection laws; and various other federal, state and local statutes and regulations.

Legal requirements apply in many jurisdictions in the United States requiring that deposits or certain ecotaxes or fees be charged for the sale, marketing, and use of certain non-refillable beverage containers. The precise requirements imposed by these measures vary. Other types of statutes and regulations relating to beverage container deposits, recycling, ecotaxes and/or product stewardship also apply in various jurisdictions in the United States. We anticipate that additional, similar legal requirements may be proposed or enacted in the future at the local, state and federal levels in the United States.


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Any third-party bottling facility that we may choose to utilize in the future and any other such operations will be subject to various environmental protection statutes and regulations, including those relating to the use of water resources and the discharge of wastewater. It will be our policy to comply with any and all such legal requirements. Compliance with these provisions has not had, and we do not expect such compliance to have, any material adverse effect on our capital expenditures, net income or competitive position.

Employees

In addition to Steven P. Nickolas, who is our President, Chief Executive Officer and Director, and Richard A. Wright, who is our Vice-President, Secretary, Treasurer and Director, we currently employ 11 full time employees and 1 part-time employee in marketing, accounting and administration. We also work with retail brokers in the United States who are paid on a contract basis. Our operations are overseen directly by management that engages our employees to carry on our business. Our management oversees all responsibilities in the areas of corporate administration, business development, and research. We intend to expand our current management to retain skilled directors, officers, and employees with experience relevant to our business focus. Our management’s relationships with manufacturers, distillers, development/research companies, bottling concerns, and certain retail customers will provide the foundation through which we expect to grow our business in the future. We believe that the skill-set of our management team will be a primary asset in the development of our brands and trademarks. We also plan to form an independent network of contract sales and regional managers, a promotional support team, and several market segment specialists who will be paid on a variable basis.

ITEM 1A. RISK FACTORS

An investment in our common stock involves a number of very significant risks. You should carefully consider the following risks and uncertainties in addition to other information in this report in evaluating our company and its business before purchasing our securities. Our business, operating results and financial condition could be seriously harmed as a result of the occurrence of any of the following risks. You could lose all or part of your investment due to any of these risks.

Risks Related to Our Business

Because we have a limited operating history, our ability to fully and successfully develop our business is unknown.

We were incorporated in June 6, 2011, and we have only begun producing and distributing alkaline bottled water in 2013, and we have a limited operating history from which investors can evaluate our business. Our ability to successfully develop our products, and to realize consistent, meaningful revenues and profit has not been established and cannot be assured. For us to achieve success, our products must receive broad market acceptance by consumers. Without this market acceptance, we will not be able to generate sufficient revenue to continue our business operation. If our products are not widely accepted by the market, our business may fail.

Our ability to achieve and maintain profitability and positive cash flow is dependent upon our ability to generate revenues, manage development costs and expenses, and compete successfully with our direct and indirect competitors. We anticipate operating losses in upcoming future periods. This will occur because there are expenses associated with the development, production, marketing, and sales of our product.

Our independent registered public accounting firm has expressed substantial doubt about our ability to continue as a going concern.

Our financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. We have not yet established an ongoing source of revenues sufficient to cover our operating costs and to allow us to continue as a going concern. As of March 31, 2016, we had an accumulated deficit of $19,933,934. Our ability to continue as a going concern is dependent on our company obtaining adequate capital to fund operating losses until we become profitable. If we are unable to obtain adequate capital, we could be forced to significantly curtail or cease operations. In its report on the financial statements for the year ended March 31, 2016, our independent registered public accounting firm included an explanatory paragraph regarding substantial doubt about our ability to continue as a going concern. Our financial statements do not include any adjustments that might result from the outcome of this uncertainty.


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We will need additional funds to produce, market, and distribute our product.

We will have to spend additional funds to produce, market and distribute our product. If we cannot raise sufficient capital, we may have to cease operations and you could lose your investment. We will need additional funds to produce our product for distribution to our target market. Even after we have produced our product, we will have to spend substantial funds on distribution, marketing and sales efforts before we will know if we have commercially viable and marketable/sellable products.

There is no guarantee that sufficient sale levels will be achieved.

There is no guarantee that the expenditure of money on distribution and marketing efforts will translate into sufficient sales to cover our expenses and result in profits. Consequently, there is a risk that you may lose all of your investment.

Our development, marketing, and sales activities are limited by our size.

Because we are small and do not have much capital, we must limit our product development, marketing, and sales activities. As such we may not be able to complete our production and business development program in a manner that is as thorough as we would like. We may not ever generate sufficient revenues to cover our operating and expansion costs and you may, therefore, lose your entire investment.

Changes in the non-alcoholic beverage business environment and retail landscape could adversely impact our financial results.

The non-alcoholic beverage business environment is rapidly evolving as a result of, among other things, changes in consumer preferences, including changes based on health and nutrition considerations and obesity concerns; shifting consumer tastes and needs; changes in consumer lifestyles; and competitive product and pricing pressures. In addition, the non-alcoholic beverage retail landscape is very dynamic and constantly evolving, not only in emerging and developing markets, where modern trade is growing at a faster pace than traditional trade outlets, but also in developed markets, where discounters and value stores, as well as the volume of transactions through e-commerce, are growing at a rapid pace. If we are unable to successfully adapt to the rapidly changing environment and retail landscape, our share of sales, volume growth and overall financial results could be negatively affected.

Intense competition and increasing competition in the commercial beverage market could hurt our business.

The commercial retail beverage industry, and in particular its non-alcoholic beverage segment, is highly competitive. Market participants are of various sizes, with various market shares and geographical reach, some of whom have access to substantially more sources of capital.

We compete generally with all liquid refreshments, including bottled water and numerous specialty beverages, such as: SoBe; Snapple; Arizona; Vitamin Water; Gatorade; and Powerade.

We compete indirectly with major international beverage companies including but not limited to: the Coca-Cola Company; PepsiCo, Inc.; Nestlé; Dr Pepper Snapple Group; Groupe Danone; Kraft Foods Group, Inc.; and Unilever. These companies have established market presence in the United States, and offer a variety of beverages that are substitutes to our product. We face potential direct competition from such companies, because they have the financial resources, and access to manufacturing and distribution channels to rapidly enter the alkaline water market.


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We compete directly with other alkaline water producers and brands focused on the emerging alkaline beverage market including: Eternal; Essentia; Icelandic; Real Water; Aqua Hydrate; Mountain Valley; Qure; Penta; and Alka Power. These companies could bolster their position in the alkaline water market through additional expenditure and promotion.

As a result of both direct and indirect competition, our ability to successfully distribute, market and sell our product, and to gain sufficient market share in the United States to realize profits may be limited, greatly diminished, or totally diminished, which may lead to partial or total loss of your investments in our company.

Alternative non-commercial beverages or processes could hurt our business.

The availability of non-commercial beverages, such as tap water, and machines capable of producing alkaline water at the consumer’s home or at store-fronts could hurt our business, market share, and profitability.

Expansion of the alkaline beverage market or sufficiency of consumer demand in that market for operations to be profitable are not guaranteed.

The alkaline water market is an emerging market and there is no guarantee that this market will expand or that consumer demand will be sufficiently high to allow our company to successfully market, distribute and sell our product, or to successfully compete with current or future competition, all of which may result in total loss of your investment.

Our growth and profitability depends on the performance of third-parties and our relationship with them.

Our distribution network and its success depend on the performance of third parties. Any non-performance or deficient performance by such parties may undermine our operations, profitability, and result in total loss to your investment. To distribute our product, we use a broker-distributor-retailer network whereby brokers represent our products to distributors and retailers who will in turn sell our product to consumers. The success of this network will depend on the performance of the brokers, distributors and retailers of this network. There is a risk that a broker, distributor, or retailer may refuse to or cease to market or carry our product. 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 product in localities that may not be receptive to our product. Furthermore, such third-parties’ financial position or market share may deteriorate, which could adversely affect our distribution, marketing and sale activities. We also need to maintain good commercial relationships with third-party brokers, distributors and retailers so that they will promote and carry our product. Any adverse consequences resulting from the performance of third-parties or our relationship with them could undermine our operations, profitability and may result in total loss of your investment.

The loss of one or more of our major customers or a decline in demand from one or more of these customers could harm our business.

We have 3 major customers that together account for 57% (24%, 17%, and 15%, respectively) of accounts receivable at March 31, 2016, and 4 customers that together account for 60% (20%, 17%, 12%, and 11%, respectively) of the total revenues earned for the year ended March 31, 2016. There can be no assurance that such customers will continue to order our products in the same level or at all. A reduction or delay in orders from such customers, including reductions or delays due to market, economic or competitive conditions, could have a material adverse effect on our business, operating results and financial condition.

Health benefits of alkaline water is not guaranteed or proven, rather it is perceived by consumers.

Health benefits of alkaline water are not guaranteed and have not been proven. There is a consumer perception that drinking alkaline water has beneficial health effects. Consequently, negative changes in consumers’ perception of the benefits of alkaline water or negative publicity surrounding alkaline water may result in loss of market share or potential market share and hence loss of your investment.


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Water scarcity and poor quality could negatively impact our production costs and capacity.

Water is the main ingredient in our product. It is also a limited resource, facing unprecedented challenges from overexploitation, increasing pollution, poor management, and climate change. As demand for water continues to increase, as water becomes scarcer, and as the quality of available water deteriorates, we may incur increasing production costs or face capacity constraints that could adversely affect our profitability or net operating revenues in the long run.

Increase in the cost, disruption of supply or shortage of ingredients, other raw materials or packaging materials could harm our business.

We and our bottlers will use water, 84 trace Himalayan salts, packaging materials for bottles such as plastic and paper products. The prices for these ingredients, other raw materials and packaging materials fluctuate depending on market conditions. Substantial increases in the prices of our or our bottlers’ ingredients, other raw materials and packaging materials, to the extent they cannot be recouped through increases in the prices of finished beverage products, would increase our operating costs and could reduce our profitability. Increases in the prices of our finished products resulting from a higher cost of ingredients, other raw materials and packaging materials could affect the affordability of our product and reduce sales.

An increase in the cost, a sustained interruption in the supply, or a shortage of some of these ingredients, other raw materials, or packaging materials and containers that may be caused by a deterioration of our or our bottlers’ relationships with suppliers; by supplier quality and reliability issues; or by events such as natural disasters, power outages, labor strikes, political uncertainties or governmental instability, or the like, could negatively impact our net revenues and profits.

Changes in laws and regulations relating to beverage containers and packaging could increase our costs and reduce demand for our products.

We and our bottlers intend to offer our product in nonrefillable, recyclable containers in the United States. Legal requirements have been enacted in various jurisdictions in the United States requiring that deposits or certain ecotaxes or fees be charged for the sale, marketing and use of certain nonrefillable beverage containers. Other proposals relating to beverage container deposits, recycling, ecotax and/or product stewardship have been introduced in various jurisdictions in the United States and overseas, and we anticipate that similar legislation or regulations may be proposed in the future at local, state and federal levels in the United States. Consumers’ increased concerns and changing attitudes about solid waste streams and environmental responsibility and the related publicity could result in the adoption of such legislation or regulations. If these types of requirements are adopted and implemented on a large scale in the geographical regions in which we operate or intend to operate, they could affect our costs or require changes in our distribution model, which could reduce our net operating revenues or profitability.

Significant additional labeling or warning requirements or limitations on the availability of our product may inhibit sales of affected products.

Various jurisdictions may seek to adopt significant additional product labeling or warning requirements or limitations on the availability of our product relating to the content or perceived adverse health consequences of our product. If these types of requirements become applicable to our product under current or future environmental or health laws or regulations, they may inhibit sales of our product.


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Unfavorable general economic conditions in the United States could negatively impact our financial performance.

Unfavorable general economic conditions, such as a recession or economic slowdown, in the United States could negatively affect the affordability of, and consumer demand for, our product in the United States. Under difficult economic conditions, consumers may seek to reduce discretionary spending by forgoing purchases of our products or by shifting away from our beverages to lower-priced products offered by other companies, including non-alkaline water. Consumers may also cease purchasing bottled water and consume tap water. Lower consumer demand for our product in the United States could reduce our profitability.

Adverse weather conditions could reduce the demand for our products.

The sales of our products are influenced to some extent by weather conditions in the markets in which we operate. Unusually cold or rainy weather during the summer months may have a temporary effect on the demand for our product and contribute to lower sales, which could have an adverse effect on our results of operations for such periods.

Changes in, or failure to comply with, the laws and regulations applicable to our products or our business operations could increase our costs or reduce our net operating revenues.

The advertising, distribution, labeling, production, safety, sale, and transportation in the United States of our product will be subject to: the Federal Food, Drug, and Cosmetic Act; the Federal Trade Commission Act; the Lanham Act; state consumer protection laws; competition laws; federal, state, and local workplace health and safety laws, such as the Occupational Safety and Health Act; various federal, state and local environmental protection laws; and various other federal, state, and local statutes and regulations. Legal requirements also apply in many jurisdictions in the United States requiring that deposits or certain ecotaxes or fees be charged for the sale, marketing, and use of certain non-refillable beverage containers. The precise requirements imposed by these measures vary. Other types of statutes and regulations relating to beverage container deposits, recycling, ecotaxes and/or product stewardship also apply in various jurisdictions in the United States. We anticipate that additional, similar legal requirements may be proposed or enacted in the future at the local, state and federal levels in the United States. Changes to such laws and regulations could increase our costs or reduce our net operating revenues.

In addition, failure to comply with environmental, health or safety requirements and other applicable laws or regulations could result in the assessment of damages, the imposition of penalties, suspension of production, changes to equipment or processes, or a cessation of operations at our or our bottlers’ facilities, as well as damage to our image and reputation, all of which could harm our profitability.

Our products are considered premium and healthy beverages and are being sold at premium prices compared to our competitors; we cannot provide any assurances as to consumers’ continued market acceptance of our current and future products.

We will compete directly with other alkaline water producers and brands focused on the emerging alkaline beverage market including Eternal, Essentia, Icelandic, Real Water, Aqua Hydrate, Mountain Valley, Qure, Penta, and Alka Power. Products offered by our direct competitors are sold in various volumes and prices with prices ranging from approximately $1.39 for a half-liter bottle to $2.99 for a one-liter bottle, and volumes ranging from half-liter bottles to one-and-a half liter bottles. We currently offer our product in a three-liter bottle for an SRP of $3.99, one-gallon bottle for an SRP of $4.99, 700 milliliter single serving at an SRP of $1.29, 1 liter at an SRP of $1.79 and a 500 milliliter at an SRP of $.99. Our competitors may introduce larger sizes and offer them at an SRP that is lower than our product. We can provide no assurances that consumers will continue to purchase our product or that they will not prefer to purchase a competitive product.


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We rely on key executive officers, and their knowledge of our business would be difficult to replace.

We are highly dependent on our two executive officers, Steven P. Nickolas and Richard A. Wright. We do not have “key person” life insurance policies for any of our officers. The loss of management and industry expertise of any of our key executive officers could result in delays in product development, loss of any future customers and sales and diversion of management resources, which could adversely affect our operating results.

Our executive officers are not subject to supervision or review by an independent board or audit committee.

Our board of directors consists of Steven P. Nickolas and Richard A. Wright, our executive officers. Accordingly, we do not have any independent directors. Also we do not have an independent audit committee. As a result, the activities of our executive officers are not subject to the review and scrutiny of an independent board of directors or audit committee.

Risk Related to Our Stock

Because Steven P. Nickolas controls a large percentage of our voting stock, he has the ability to influence matters affecting our stockholders.

Steven P. Nickolas, our President, Chief Executive Officer and Director, exercises voting and dispositive power with respect to 776,000 shares of our common stock, which are beneficially owned by WiN Investments, LLC and Lifewater Industries, LLC, and owns 10,000,000 shares of our Series A Preferred Stock, which has 10 votes per share upon any matter submitted to our stockholders for a vote. Accordingly, he controls a large percentage of the votes attached to our outstanding voting securities. As a result, he has the ability to influence matters affecting our stockholders, including the election of our directors, the acquisition or disposition of our assets, and the future issuance of our securities. Because he controls such large percentage of votes, investors may find it difficult to replace our management if they disagree with the way our business is being operated. Because the influence by Mr. Nickolas could result in management making decisions that are in the best interest of Mr. Nickolas and not in the best interest of the investors, you may lose some or all of the value of your investment in our common stock.

Because we can issue additional shares of common stock, our stockholders may experience dilution in the future.

We are authorized to issue up to 200,000,000 shares of common stock and 100,000,000 shares of preferred stock, of which 15,239,672 shares of common stock are issued and outstanding and 20,000,000 shares of Series A Preferred Stock are issued and outstanding as of July 13, 2016. Our board of directors has the authority to cause us to issue additional shares of common stock and preferred stock, and to determine the rights, preferences and privileges of shares of our preferred stock, without consent of our stockholders. Consequently, the stockholders may experience more dilution in their ownership of our stock in the future.

Trading on the OTCQB may be volatile and sporadic, which could depress the market price of our common stock and make it difficult for our stockholders to resell their shares.

Our common stock is quoted on the OTCQB operated by the OTC Markets Group. Trading in stock quoted on the OTCQB is often thin and characterized by wide fluctuations in trading prices, due to many factors that may have little to do with our operations or business prospects. This volatility could depress the market price of our common stock for reasons unrelated to operating performance. Moreover, the OTCQB is not a stock exchange, and trading of securities on the OTCQB is often more sporadic than the trading of securities listed on a national securities exchange like the NASDAQ or the NYSE. Accordingly, stockholders may have difficulty reselling any of our shares.

A decline in the price of our common stock could affect our ability to raise further working capital, it may adversely impact our ability to continue operations and we may go out of business.


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A prolonged decline in the price of our common stock could result in a reduction in the liquidity of our common stock and a reduction in our ability to raise capital. Because we plan to acquire a significant portion of the funds we need in order to conduct our planned operations through the sale of equity securities, a decline in the price of our common stock could be detrimental to our liquidity and our operations because the decline may cause investors not to choose to invest in our stock. If we are unable to raise the funds we require for all our planned operations, we may be forced to reallocate funds from other planned uses and may suffer a significant negative effect on our business plan and operations, including our ability to develop new products and continue our current operations. As a result, our business may suffer, and not be successful and we may go out of business. We also might not be able to meet our financial obligations if we cannot raise enough funds through the sale of our equity securities and we may be forced to go out of business.

Because we do not intend to pay any cash dividends on our shares of common stock in the near future, our stockholders will not be able to receive a return on their shares unless they sell them.

We intend to retain any future earnings to finance the development and expansion of our business. We do not anticipate paying any cash dividends on our common stock in the near future. The declaration, payment and amount of any future dividends will be made at the discretion of the board of directors, and will depend upon, among other things, the results of operations, cash flows and financial condition, operating and capital requirements, and other factors as the board of directors considers relevant. There is no assurance that future dividends will be paid, and if dividends are paid, there is no assurance with respect to the amount of any such dividend. Unless we pay dividends, our stockholders will not be able to receive a return on their shares unless they sell them.

Our stock is a penny stock. Trading of our stock may be restricted by the SEC’s penny stock regulations, which may limit a stockholder’s ability to buy and sell our stock.

Our stock is a penny stock. The Securities and Exchange Commission (“SEC”) has adopted Rule 15g-9 which generally defines “penny stock” to be any equity security that has a market price (as defined in Rule 15g-9) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and “accredited investors”. The term “accredited investor” refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the SEC, which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer’s account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer’s confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in and limit the marketability of our common stock.

FINRA sales practice requirements may also limit a stockholder’s ability to buy and sell our stock.

In addition to the “penny stock” rules promulgated by the SEC, the Financial Industry Regulatory Authority (“FINRA”) has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock.


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ITEM 1B. UNRESOLVED STAFF COMMENTS

Not applicable.

ITEM 2. PROPERTIES

We do not own any real estate or other property used in the operation of our current business. Our principal offices are located at 7730 E Greenway Road Ste. 203, Scottsdale, AZ 85260 with the size of 3,500 square feet. We have recently entered into a new leasing arrangement with rent arrangement with 7730 E Greenway Properties, an unrelated third party, for $6,000 per month. We believe that the condition of our principal offices is satisfactory, suitable and adequate for our current needs.

ITEM 3. LEGAL PROCEEDINGS

We know of no material pending legal proceedings to which our company or any of our subsidiaries is a party or of which any of our properties, or the properties of any of our subsidiaries, is the subject. In addition, we do not know of any such proceedings contemplated by any governmental authorities.

We know of no material proceedings in which any of our directors, officers or affiliates, or any registered or beneficial stockholder is a party adverse to our company or any of our subsidiaries or has a material interest adverse to our company or any of our subsidiaries.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information

Our common stock is quoted on the OTC Markets Group’s OTCQB under the trading symbol “WTER”. Trading in stocks quoted on the OTCQB is often thin and is characterized by wide fluctuations in trading prices due to many factors that may be unrelated or have little to do with a company’s operations or business prospects.

Our common stock became eligible for quotation on the OTC Bulletin Board on July 10, 2012 and became ineligible for quotation on July 17, 2014.

Set forth below are the range of high and low bid quotations for the periods indicated as reported by the OTC Bulletin Board or OTCQB. The market quotations reflect inter-dealer prices, without retail mark-up, mark-down or commissions and may not necessarily represent actual transactions.


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Quarter Ended High Bid Low Bid
March 31, 2016 $2.19 $0.50
December 31, 2015 $5.50 $1.30
September 30, 2015 $9.00 $4.45
June 30, 2015 $7.75 $3.40
March 31, 2015 $7.50 $3.00
December 31, 2014 $5.75 $2.15
September 30, 2014 $11.35 $4.60
June 30, 2014 $21.90 $5.00

On July 13, 2016, the closing price of our common stock as reported by the OTCQB was $1.65 per share.

Transfer Agent

Our shares of common stock are issued in registered form. The transfer agent and registrar for our common stock is Island Stock Transfer, located at 15500 Roosevelt Boulevard, Suite 301, Clearwater, Florida 33760.

Holders of Common Stock

As of July 13, 2016, there were approximately 165 holders of record of our common stock. As of such date, 15,239,672 shares were issued and outstanding.

Dividends

The payment of dividends, if any, in the future, rests within the sole discretion of our board of directors. The payment of dividends will depend upon our earnings, our capital requirements and our financial condition, as well as other relevant factors. We have not declared any cash dividends since our inception and have no present intention of paying any cash dividends on our common stock in the foreseeable future.

There are no restrictions in our articles of incorporation or bylaws that prevent us from declaring dividends. The Nevada Revised Statutes, however, do prohibit us from declaring dividends where, after giving effect to the distribution of the dividend:

  1.

We would not be able to pay our debts as they become due in the usual course of business; or

     
  2.

Our total assets would be less than the sum of our total liabilities plus the amount that would be needed to satisfy the rights of stockholders who have preferential rights superior to those receiving the distribution.



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Securities Authorized for Issuance under Equity Compensation Plans

The following table summarizes certain information regarding our equity compensation plans as of March 31, 2016.








Plan category


Number of securities to be
issued upon exercise of
outstanding options, warrants
and rights

(a)


Weighted-average exercise
price of outstanding
options, warrants and
rights

(b)
Number of securities
remaining available for
future issuance under equity
compensation plans
(excluding securities
reflected in column (a))

(c)
Equity compensation plans approved by security holders 4,657,040 $0.926504 1,478,960
Equity compensation plans not approved by security holders Nil N/A Nil
Total 4,657,040 $0.926504 1,478,960

Effective October 7, 2013, our board of directors adopted and approved the 2013 Equity Incentive Plan. The plan was approved by a majority of our stockholders on October 7, 2013. On October 31, 2014, our board of directors amended the 2013 Equity Incentive Plan to, among other things, increase the number of shares of stock of our company available for the grant of awards under the plan from 20,000,000 shares to 35,000,000 shares. The purpose of the plan is to (a) enable our company and any of our affiliates to attract and retain the types of employees, consultants and directors who will contribute to our company’s long range success; (b) provide incentives that align the interests of employees, consultants and directors with those of the stockholders of our company; and (c) promote the success of our company’s business. Effective as of December 30, 2015, we effected a 50-for-1 reverse stock split of our authorized and issued and outstanding shares of common stock which decreased the number of shares of stock of our company available for the grant of awards under the plan from 35,000,000 shares to 700,000 shares. Effective as of January 20, 2016, our board of directors amended the plan to increase the number of shares of stock of our company available for the grant of awards under the plan from 700,000 to 7,700,000. The plan enables us to grant awards of a maximum of 7,700,000 shares of our stock and awards that may be granted under the plan includes incentive stock options, non-qualified stock options, stock appreciation rights, restricted awards and performance compensation awards.

Recent Sales of Unregistered Securities

Except as disclosed below, since the beginning of our fiscal year ended March 31, 2016, we have not sold any equity securities that were not registered under the Securities Act of 1933 that were not previously reported in a quarterly report on Form 10-Q or in a current report on Form 8-K.

As of June 10, 2016, we entered into loan agreements with five lenders, pursuant to which we issued promissory notes in the aggregate principal amount of $260,000 in exchange for the loan in the amount of $260,000. The promissory notes bear interest at the rate of 10% per annum, payable quarterly. Payment of the principal and interest is due and payable on or before June 10, 2017. The lenders have the option to convert the amount due under the promissory notes into shares of our common stock at a conversion price of $1.00 per share. In issuing these securities, we relied on an exemption from the registration requirements of the Securities Act of 1933 provided by Rule 506 of Regulation D and/or Section 4(a)(2) of the Securities Act of 1933.

Effective July 6, 2016, we issued an aggregate of 425,000 shares of our common stock to three investors in a non-brokered private placement, at a purchase price of $1.00 per share for gross proceeds of $425,000. In issuing these securities, we relied on an exemption from the registration requirements of the Securities Act of 1933 provided by Rule 506 of Regulation D and/or Section 4(a)(2) of the Securities Act of 1933.


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Purchases of Equity Securities by the Issuer and Affiliated Purchasers

In connection with the repayment of loans in the aggregate principal amounts of $1,500,000 (originally from Neil Rogers and Turnstone Capital Inc.) on March 4, 2016, 526,316 shares of our common stock issued to Neil Rogers and held in escrow and 1,500,000 shares of our common stock issued to Turnstone Capital Inc. and held in escrow were cancelled effective as of March 31, 2016.

ITEM 6. SELECTED FINANCIAL DATA

Not applicable.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this annual report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward looking statements. Factors that could cause or contribute to such differences include those discussed below and elsewhere in this annual report on Form 10-K.

Overview

We offer retail consumers bottled alkaline water in 500ml, 700ml, 1-liter, 3-liter and 1-gallon sizes under the trade name Alkaline88. Our product is produced through an electrolysis process that uses specialized electronic cells coated with a variety of rare earth minerals to produce our 8.8 pH drinking water without the use of any chemicals. Our product also incorporates 84 trace Himalayan salts. The main reason consumers drink our product is for the perceived benefit that a proper pH balance helps fight disease and boosts the immune system and the perception that alkaline water helps to maintain a proper body pH and keeps cells young and hydrated.

Our company, The Alkaline Water Company Inc., was incorporated under the laws of the State of Nevada on June 6, 2011 under the name “Global Lines Inc.”. Our business model prior to the acquisition of Alkaline Water Corp. on May 31, 2013 was to provide chauffeuring and transportation services to residents within our local market, primarily providing transportation services such as private school student transport, sightseeing trips, and elderly transportation, and offering transportation to the airport and special events such as proms and weddings. However, as we had not successfully developed our service and had no source of revenue from our business plan, we determined to seek out a new business opportunity to increase value for our stockholders.

On February 20, 2013, The Alkaline Water Company Inc. (formerly Global Lines Inc.) entered into a non-binding letter of intent with Alkaline 88, LLC (formerly Alkaline 84, LLC), a wholly-owned subsidiary of Alkaline Water Corp., for the acquisition of all of the issued and outstanding securities of the capital of Alkaline 88, LLC. Further to this letter of intent, on May 31, 2013, The Alkaline Water Company Inc. entered into a share exchange agreement with Alkaline Water Corp. and all of its stockholders, and as a result of the closing of this agreement on the same date, Alkaline Water Corp. became a wholly-owned subsidiary of The Alkaline Water Company Inc. Consequently, after the closing of this agreement we adopted the business of Alkaline Water Corp.’s wholly-owned subsidiary, Alkaline 88, LLC.

Going Concern

Our financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. We have not yet established an ongoing source of revenues sufficient to cover our operating costs and to allow us to continue as a going concern. As of March 31, 2016, we had an accumulated deficit of $19,933,934. Our ability to continue as a going concern is dependent on our company obtaining adequate capital to fund operating losses until we become profitable. If we are unable to obtain adequate capital, we could be forced to significantly curtail or cease operations.


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In its report on our financial statements for the year ended March 31, 2016, our independent registered public accounting firm included an explanatory paragraph regarding substantial doubt about our ability to continue as a going concern. Our financial statements do not include any adjustments that might result from the outcome of this uncertainty.

We will need to raise additional funds to finance continuing operations. However, there are no assurances that we will be successful in raising additional funds. Without sufficient additional financing, it would be unlikely for us to continue as a going concern. Our ability to continue as a going concern is dependent upon our ability to successfully accomplish the plans described in this annual report and eventually secure other sources of financing and attain profitable operations.

Results of Operations

Years Ended March 31, 2016 and March 31, 2015

The following summary of our results of operations should be read in conjunction with our audited consolidated financial statements for the years ended March 31, 2016 and March 31, 2015 which are included herein:

    Year Ended     Year Ended  
    March 31, 2016     March 31, 2015  
Revenue $  7,088,806   $  3,700,476  
Cost of goods sold   4,432,459     2,532,436  
Gross profit   2,656,347     1,168,040  
Net Loss (after operating expenses and other expenses) $  (8,281,584 ) $  (7,139,449 )

Revenue and Cost of Goods Sold

We had revenue from sales of our product for the year ended March 31, 2016 of $7,088,806, as compared to $3,700,476 for the year ended March 31, 2015, an increase of 92%, generated by sales of our alkaline water. The increase in sales is due to the expanded distribution of our products to additional retailers throughout the country. As of March 31, 2016, the product is now available in all 50 states at over 25,000 retail locations. As of March 31, 2015, the product was available in all 50 states at over 16,000 retail locations. This increase has occurred primarily through the addition of 36 of the top national grocery retailers as customer during the year ended March 31, 2016. We distribute our product through several channels. We sell through large national distributors (UNFI, KeHe, Tree of Life, C&S, Core-Mark and Nature’s Best), which together represent over 150,000 retail outlets. We also sell our product directly to retail clients, including convenience stores, natural food products stores, large ethnic markets and national retailers. Some examples of retail clients are, Albertson’s, Safeway, Kroger, Schnucks, Smart & Final, Jewel-Osco, Sprouts, Bashas’, Stater Bros. Markets, Unified Grocers, Bristol Farms, Vallarta, Superior Foods, Ingles, HEB and Brookshire’s.

Cost of goods sold is comprised of production costs, shipping and handling costs. For the year ended March 31, 2016, we had cost of goods sold of $4,432,459, or 62.5% of net sales, as compared to cost of goods sold of $2,532,436, or 68.4% of net sales, for the year ended March 31, 2015. The decrease in cost of goods sold as a percentage of net sales compared to the same period last year was due to reduced raw material cost through greater volume purchases from our suppliers.


- 22 -

Expenses

Our operating expenses for the year ended March 31, 2016 and for the year ended March 31, 2015 are as follows:

    Year Ended     Year Ended  
    March 31, 2016     March 31, 2015  
Sales and marketing expenses $  2,931,870   $  1,386,671  
General and administrative expenses   6,883,287     6,520,451  
Depreciation expenses   318,328     175,036  
Total operating expenses $  10,133,485   $  8,082,158  

During the year ended March 31, 2016, our total operating expenses were $10,133,485, as compared to $8,082,158 for the year ended March 31, 2015. For the year ended March 31, 2016, the total included $2,931,870 of sales and marketing expenses and $6,883,287 of general and administrative expenses, consisting primarily of $4,551,961 in stock compensation expense and $550,291of professional fees. Our stock compensation expense was incurred as a part of our issuance of certain stock options and stock grants to employees and key consultants to develop our business. Although a non-cash expense, the value of such issuances had a material impact on our general and administrative expenses for the year ended March 31, 2016.

For the year ended March 31, 2015, the total included $1,386,671 of sales and marketing expenses and $6,520,451 of general and administrative expenses, consisting primarily of approximately $4,039,291 in stock compensation expense and $646,244 of professional fees. Our stock compensation expense was incurred as a part of our issuance of certain stock options and stock grants to employees and key consultants to develop our business. Although a non-cash expense, the value of such issuances had a material impact on our general and administrative expenses for the year ended March 31, 2015.

Liquidity and Capital Resources

Working Capital

    At March 31, 2016     At March 31, 2015  
Current assets $  2,549,023   $  717,341  
Current liabilities   2,153,472     1,413,331  
Working capital (deficiency) $  395,551   $  (695,990 )

Current Assets

Current assets as of March 31, 2016 and March 31, 2015 primarily relate to $1,192,119 and $90,113 in cash, $911,390 and $416,373 in accounts receivable and $434,708 and $193,355 in inventory, respectively.

Current Liabilities

Current liabilities as of March 31, 2016 and March 31, 2015 primarily relate to $847,452 and $562,499 in accounts payable, revolving financing of $475,273 and $242,875, accrued expenses of $251,613 and $160,437, notes payable of $324,368 and $-0-, current portion of capital leases of $243,623 and $209,544 and $11,143 and $194,940 in derivative liability, respectively.


- 23 -

Cash Flow

Our cash flows for the years ended March 31, 2016 and March 31, 2015 are as follows:

    Year     Year  
    Ended     Ended  
    March 31,     March 31,  
    2016     2015  
Net Cash used in operating activities $  (3,109,541 ) $  (3,152,781 )
Net Cash used in investing activities   (344,961 )   (352,169 )
Net Cash provided by financing activities   4,556,508     3,592,398  
Net increase in cash and cash equivalents $  1,102,006   $  87,448  

Operating Activities

Net cash used in operating activities was $3,109,541 for the year ended March 31, 2016, as compared to $3,152,781 used in operating activities for the year ended March 31, 2015.

Investing Activities

Net cash used in investing activities was $344,961 for the year ended March 31, 2016, as compared to $352,169 used in investing activities for the year ended March 31, 2015. The net cash used by investing activities was primarily from purchase of production equipment.

Financing Activities

Net cash provided by financing activities for the year ended March 31, 2016 was $4,556,508, as compared to $3,592,398 for the year ended March 31, 2015. The increase of net cash provided by financing activities was mainly attributable to sales of our common stock and exercise of warrants.

Subsequent Financing Activities

As of June 10, 2016, we entered into loan agreements with five lenders, pursuant to which we issued promissory notes in the aggregate principal amount of $260,000 in exchange for the loan in the amount of $260,000. The promissory notes bear interest at the rate of 10% per annum, payable quarterly. Payment of the principal and interest is due and payable on or before June 10, 2017. The lenders have the option to convert the amount due under the promissory notes into shares of our common stock at a conversion price of $1.00 per share.

Effective July 6, 2016, we issued an aggregate of 425,000 shares of our common stock to three investors at a purchase price of $1.00 per share for gross proceeds of $425,000.

Cash Requirements

We believe that cash flow from operations will not meet our present and near-term cash needs and thus we will require additional cash resources, including the sale of equity or debt securities, to meet our planned capital expenditures and working capital requirements for the next 12 months. We estimate that our capital needs over the next 12 months will be up to $3,000,000. We will require additional cash resources to, among other things, expand broker network, increase manufacturing capacity, expand retail distribution and add support staff. If our own financial resources and future cash-flows from operations are insufficient to satisfy our capital requirements, we may seek to sell additional equity or debt securities or obtain additional credit facilities. The sale of additional equity securities will result in dilution to our stockholders. The incurrence of indebtedness will result in increased debt service obligations and could require us to agree to operating and financial covenants that could restrict our operations or modify our plans to grow the business. Financing may not be available in amounts or on terms acceptable to us, if at all. Any failure by us to raise additional funds on terms favorable to us, or at all, will limit our ability to expand our business operations and could harm our overall business prospects.


- 24 -

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to our stockholders.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.


- 25 -

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

THE ALKALINE WATER COMPANY INC.
CONSOLIDATED FINANCIAL STATEMENTS AS OF MARCH 31, 2016

TABLE OF CONTENTS





REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of
The Alkaline Water Company Inc.

We have audited the accompanying balance sheets of The Alkaline Water Company Inc. as of March 31, 2015 and 2016 and the related statements of income, stockholders’ equity (deficit), and cash flows for each of the years in the two-year period ended March 31, 2016. The Alkaline Water Company Inc.’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of The Alkaline Water Company Inc. as of March 31, 2015 and 2016, and the related statements of income, stockholders’ equity (deficit), and cash flows for each of the years in the two-year period ended March 31, 2016 in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has incurred recurring losses and recurring negative cash flow from operating activities, and has an accumulated deficit which raises substantial doubt about its ability to continue as a going concern. Management’s plans concerning these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Seale and Beers, CPAs

Seale and Beers, CPAs
Las Vegas, Nevada
July 13, 2016

F-1



THE ALKALINE WATER COMPANY INC.
CONSOLIDATED BALANCE SHEET

    March 31, 2016     March 31, 2015  
ASSETS            
Current assets            
         Cash and cash equivalents $  1,192,119   $  90,113  
         Accounts receivable   911,390     416,373  
         Inventory   434,708     193,355  
         Prepaid expenses   10,806     17,500  
             
           Total current assets   2,549,023     717,341  
             
Fixed assets - net   1,226,534     1,199,900  
             
                   Total assets $  3,775,557   $  1,917,241  
             
LIABILITIES AND STOCKHOLDERS' DEFICIT            
Current liabilities            
         Accounts payable $  847,452   $  562,499  
         Accounts payable - related parties   -     43,036  
         Accrued expenses   251,613     160,437  
         Revolving financing   475,273     242,875  
         Current portion of capital leases   243,623     209,544  
         Note payable, net of debt discount   283,120     -  
         Note payable with original issue discount, net of debt discount   41,248     -  
         Derivative liability   11,143     194,940  
             
           Total current liabilities   2,153,472     1,413,331  
             
Long-term Liabilities            
         Capitalized leases   95,204     233,770  
             
           Total long-term liabilities   95,204     233,770  
             
                   Total liabilities $  2,248,676   $  1,647,101  
             
Stockholders' deficit            
         Preferred stock, $0.001 par value, 100,000,000 shares authorized, Series A issued 20,000,000, 
         Series C issued 3,000,000
  23,000
  20,000
         Common stock, Class A - $0.001 par value, 22,500,000 shares authorized 14,568,970 and 
         2,489,916 shares issued and outstanding at March 31, 2016 and March 31, 2015, respectively
 
14,568
   
2,490
 
         Additional paid in capital   21,423,247     11,900,000  
         Accumulated deficit   (19,933,934 )   (11,652,350 )
             
           Total stockholders' deficit   1,526,881     270,140  
             
                   Total liabilities and stockholders' deficit $  3,775,557   $  1,917,241  

The accompanying notes are an integral part of these condensed consolidated financial statements.

F-2



THE ALKALINE WATER COMPANY INC.
CONSOLIDATED STATEMENT OF OPERATIONS

    For the Year Ended  
    March 31, 2016     March 31, 2015  
             
Revenue $  7,088,806   $  3,700,476  
             
Cost of Goods Sold   4,432,459     2,532,436  
             
Gross Profit   2,656,347     1,168,040  
             
Operating expenses            
             
       Sales and marketing expenses   2,931,870     1,386,671  
       General and administrative   6,883,287     6,520,451  
       Depreciation   318,328     175,036  
             
       Total operating expenses   10,133,485     8,082,158  
             
Total operating loss   (7,477,138 )   (6,914,118 )
             
Other income (expense)            
       Interest income   97     11  
       Interest expense   (350,053 )   (137,056 )
       Amortization of debt discount and accretion   (498,458 )   (414,381 )
       Change in derivative liability   43,968     326,095  
             
       Total other income (expense)   (804,446 )   (225,331 )
             
Net loss $  (8,281,584 ) $  (7,139,449 )
             
EARNINGS PER SHARE (Basic) $ (2.19 ) $ (3.19 )
             
WEIGHTED AVERAGE SHARES OUTSTANDING (Basic)   3,772,941     2,234,096  

The accompanying notes are an integral part of these condensed consolidated financial statements.

F-3



THE ALKALINE WATER COMPANY
CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT
FOR THE YEARS ENDED MARCH 31, 2016 AND MARCH 31, 2015

    Preferred Stock     Common Stock     Additional     Deficit        
    Number     Par Value     Number     Par Value     Paid-in Capital     Accumulated     Total  
Balance, March 31, 2014   20,000,000   $  20,000     1,632,044   $  1,632   $  4,139,434   $  (4,512,901 ) $  (351,835 )
 Value of warrants issued with capital lease agreement                           309,029           309,029  
 Shares issued for cash private placement               346,667     347     2,359,629           2,359,976  
 Shares issued to contractors               130,050     130     945,993           946,123  
 Shares issued to employees               71,000     71     355,284           355,355  
 Warrant exercises               290,585     291     1,453,513           1,453,804  
 Stock Options issued to employees                           2,428,782           2,428,782  
 Option exercises               3,640     4     1,816           1,820  
 Fees paid on stock issuances                           (346,295 )         (346,295 )
 Shares issued with conversion Preferred Series B               15,931     16     252,814           252,830  
 Net (loss)                                 (7,139,449 )   (7,139,449 )
Balance, March 31, 2015   20,000,000   $  20,000     2,489,917   $  2,491   $  11,899,999   $  (11,652,350 )   270,140  
 Value of warrants issued with capital lease agreement                           78,031           78,031  
 Shares issued for cash private placement               9,223,200     9,222     3,731,042           3,740,264  
Shares issued in connection with note payable               871,246     871     1,053,279           1,054,150  
 Shares issued to contractors               1,600,000     1,600     2,124,541           2,126,141  
 Shares issued to employees               129,000     129     168,065           168,194  
 Warrant exercises               255,607     255     127,090           127,345  
 Stock Options issued to employees                           2,241,200           2,241,200  
 Preferred Stock issued to directos   3,000,000     3,000                             3,000  
 Net (loss)                                 (8,281,584 )   (8,281,584 )
Balance, March 31, 2016   23,000,000   $  23,000     14,568,970   $  14,568   $  21,423,247   $  (19,933,934 ) $  1,526,881  

See Accompanying Notes to Consolidated Financial Statements.

F-4



THE ALKALINE WATER COMPANY INC.
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(unaudited)

    For the Year Ended  
    March 31, 2016     March 31, 2015  
CASH FLOWS FROM OPERATING ACTIVITIES            
                 Net loss $  (8,281,584 ) $  (7,139,449 )
             
                 Adjustments to reconcile net loss to net cash used in operating            
                       Bad Debt Expense   -     6,225  
                       Depreciation expense   318,328     175,036  
                       Stock compensation expense   4,551,961     3,730,263  
                       Amortization of debt discount and accretion   639,524     457,518  
                       Interest expense relating to amortization of capital lease discount   102,781     -  
                       Change in derivative liabilities   (43,968 )   (326,095 )
                       Changes in operating assets and liabilities:            
                           Accounts receivable   (495,017 )   (256,194 )
                           Inventory   (241,353 )   (135,390 )
                           Prepaid expenses and other current assets   6,694     (17,500 )
                           Accounts payable   284,953     244,165  
                           Accounts payable - related party   (43,036 )   24,633  
                           Accrued expenses   91,176     103,836  
                           Accrued interest   -     (19,829 )
             
             
                       NET CASH USED IN OPERATING ACTIVITIES   (3,109,541 )   (3,152,781 )
             
CASH FLOWS FROM INVESTING ACTIVITIES            
                       Purchase of fixed assets   (344,961 )   (352,169 )
             
             
                       CASH USED IN INVESTING ACTIVITIES   (344,961 )   (352,169 )
             
CASH FLOWS FROM FINANCING ACTIVITIES            
                       Proceeds from notes payable   2,075,000     -  
                       Proceeds from convertible note payable   435,000     -  
                       Proceeds from revolving financing   232,398     159,527  
                       Proceeds from sale of common stock, net   3,751,200     2,361,999  
                       Proceeds for the exercise of warrants, net   -     1,344,630  
                       Repayment of notes payable   (1,729,821 )   -  
                       Repayment of capital lease   (207,269 )   (26,588 )
                       Repayment of rdeemable preferred shares   -     (247,170 )
             
             
                       CASH PROVIDED BY FINANCING ACTIVITIES   4,556,508     3,592,398  
             
NET CHANGE IN CASH   1,102,006     87,448  
             
CASH AT BEGINNING OF PERIOD   90,113     2,665  
             
CASH AT END OF PERIOD $  1,192,119   $  90,113  
             
INTEREST PAID $  152,557   $  46,070  
             
                 Preferred stock conversion to common stock   -     252,830  
                 Deferred discount on conversion of preferred stock   -     56,098  
                 Fair value of derivative liability at issuance of warrants   -     389,710  
                 Fair value of derivative liability at exercise of warrants   -     150,566  
                 Exercise of stock options with accounts payable   -     1,820  
                 Capitalized lease   -     735,781  
                 Warrant issued for deferred financing cost   -     309,028  

The accompanying notes are an integral part of these condensed consolidated financial statements.

F-5



THE ALKALINE WATER COMPANY INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The audited consolidated financial statements included herein, presented in accordance with United States generally accepted accounting principles and stated in U.S. dollars, have been prepared by the Company, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading.

These statements reflect all adjustments, consisting of normal recurring adjustments, which in the opinion of management, are necessary for fair presentation of the information contained therein.

Principles of consolidation

The consolidated financial statements include the accounts of The Alkaline Water Company Inc. (a Nevada Corporation), Alkaline Water Corp. (an Arizona Corporation) and Alkaline 88, LLC (an Arizona Limited Liability Company).

All significant intercompany balances and transactions have been eliminated. The Alkaline Water Company Inc. (a Nevada Corporation), Alkaline Water Corp. (an Arizona Corporation) and Alkaline 88, LLC (an Arizona Limited Liability Company) will be collectively referred herein to as the “Company”. Any reference herein to “The Alkaline Water Company Inc.”, the “Company”, “we”, “our” or “us” is intended to mean The Alkaline Water Company Inc., including the subsidiaries indicated above, unless otherwise indicated.

Reverse split

Effective December 30, 2015, the Company effected a fifty for one reverse stock split of its authorized and issued and outstanding shares of common stock. As a result, the authorized common stock has decreased from 1,125,000,000 shares of common stock, with a par value of $0.001 per share, to 22,500,000 shares of common stock, with a par value of $0.001 per share. All shares and per share amounts have been retroactively restated to reflect such split.

On January 21, 2016, stockholders of our company approved, by written consents, an amendment to the articles of incorporation of our company to increase the number of authorized shares of our common stock from 22,500,000 to 200,000,000.

The Company received written consents representing 20,776,000 votes from the holders of shares of its common stock and our Series A Preferred Stock voting as a single class, representing approximately 61% of the voting power of its outstanding common stock and its outstanding Series A Preferred Stock voting as a single class as of the record date (January 12, 2016). On January 21, 2016, there were no written consents received by the Company representing a vote against, abstention or broker non-vote with respect to the proposal.

Our authorized preferred stock was not affected by the reverse stock split and continues to be 100,000,000 shares of preferred stock, with a par value of $0.001 per share. In addition, the number of issued and outstanding shares of Series A Preferred Stock continues to be 20,000,000. However, holders of Series A Preferred Stock had 0.2 vote per share of Series A Preferred Stock, instead of 10 votes per share of Series A Preferred Stock, as a result of the reverse stock split.

On January 22, 2016, the Company amended the certificate of designation for our Series A Preferred Stock by filing an amendment to certificate of designation with the Secretary of State of the State of Nevada. The Company amended the certificate of designation for our Series A Preferred Stock by deleting Section 2.2 of the certificate of designation, which proportionately increases or decreases the number of votes per share of Series A Preferred Stock in the event of any dividend or other distribution on our common stock payable in its common stock or a subdivision or consolidation of the outstanding shares of its common stock. Accordingly, holders of Series A Preferred Stock will have 10 votes per share of Series A Preferred Stock, instead of 0.2 votes per share of Series A Preferred Stock.

F-6


Use of estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ significantly from those estimates.

Cash and cash equivalents

The Company considers all highly liquid instruments with an original maturity of three months or less to be considered cash equivalents. The carrying value of these investments approximates fair value. The Company had $1,192,119 and $90,113 in cash and cash equivalents at March 31, 2016 and 2015, respectively.

Accounts receivable and allowance for doubtful accounts

The Company generally does not require collateral, and the majority of its trade receivables are unsecured. The carrying amount for accounts receivable approximates fair value.

Accounts receivable consisted of the following as of March 31, 2016 and 2015:

    2016 2015  
Trade receivables $  911,390   $  426,862  
Less: Allowance for doubtful accounts   (-0- )   (10,489 )
Net accounts receivable $  911,390   $  416,373  

Accounts receivable are periodically evaluated for collectability based on past credit history with clients. Provisions for losses on accounts receivable are determined on the basis of loss experience, known and inherent risk in the account balance and current economic conditions.

Inventory

Inventory represents raw and blended chemicals and other items valued at the lower of cost or market with cost determined using the weight average method which approximates first-in first-out method, and with market defined as the lower of replacement cost or realizable value.

As of March 31, 2016 and 2015, inventory consisted of the following:

    2016     2015  
Raw materials $  300,575   $  145,329  
Finished goods   134,133     48,026  
Total inventory $  434,708   $  193,355  

Property and equipment

The Company records all property and equipment at cost less accumulated depreciation. Improvements are capitalized while repairs and maintenance costs are expensed as incurred. Depreciation is calculated using the straight-line method over the estimated useful life of the assets or the lease term, whichever is shorter. Depreciation periods are as follows for the relevant fixed assets:


F-7



 Equipment  5 years
Equipment under capital lease 3 years or term of the lease

Stock-based Compensation

The Company accounts for stock-based compensation to employees in accordance with Accounting Standards Codification (“ASC”) 718. Stock-based compensation to employees is measured at the grant date, based on the fair value of the award, and is recognized as expense over the requisite employee service period. The Company accounts for stock-based compensation to other than employees in accordance with ASC 505-50. Equity instruments issued to other than employees are valued at the earlier of a commitment date or upon completion of the services, based on the fair value of the equity instruments and is recognized as expense over the service period. The Company estimates the fair value of stock-based payments using the Black-Scholes option-pricing model for common stock options and warrants and the closing price of the Company’s common stock for common share issuances.

Advertising

Advertising costs are charged to operations when incurred. Advertising expenses for the years ended March 31, 2016 and 2015 were $244,890 and $499,978, respectively.

Revenue recognition

The Company recognizes revenue when all of the following conditions are satisfied: (1) there is persuasive evidence of an arrangement; (2) the product or service has been provided to the customer; (3) the amount to be paid by the customer is fixed or determinable; and (4) the collection of such amount is probable.

The Company records revenue when it is realizable and earned upon shipment of the finished products. The Company does not accept returns due to the nature of the product. However, the Company will provide credit to our customers for damaged goods.

Fair value measurements

The valuation of our embedded derivatives and warrant derivatives are determined primarily by the multinomial distribution (Lattice) model. An embedded derivative is a derivative instrument that is embedded within another contract, which under the convertible note (the host contract) includes the right to convert the note by the holder, certain default redemption right premiums and a change of control premium (payable in cash if a fundamental change occurs). In accordance with ASC 815 “Accounting for Derivative Instruments and Hedging Activities”, as amended, these embedded derivatives are marked-to-market each reporting period, with a corresponding non-cash gain or loss charged to the current period. A warrant derivative liability is also determined in accordance with ASC 815. Based on ASC 815, warrants which are determined to be classified as derivative liabilities are marked-to-market each reporting period, with a corresponding non-cash gain or loss charged to the current period. The practical effect of this has been that when our stock price increases so does our derivative liability resulting in a non-cash loss charge that reduces our earnings and earnings per share. When our stock price declines, the Company records a non-cash gain, increasing our earnings and earnings per share. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, there exists a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:

Level 1

unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access as of the measurement date.

 

Level 2

inputs other than quoted prices included within Level 1 that are directly observable for the asset or liability or indirectly observable through corroboration with observable market data.

 

Level 3

unobservable inputs for the asset or liability only used when there is little, if any, market activity for the asset or liability at the measurement date.


F-8


This hierarchy requires the Company to use observable market data, when available, and to minimize the use of unobservable inputs when determining fair value.

To determine the fair value of our embedded derivatives, management evaluates assumptions regarding the probability of certain future events. Other factors used to determine fair value include our period end stock price, historical stock volatility, risk free interest rate and derivative term. The fair value recorded for the derivative liability varies from period to period. This variability may result in the actual derivative liability for a period either above or below the estimates recorded on our consolidated financial statements, resulting in significant fluctuations in other income (expense) because of the corresponding non-cash gain or loss recorded.

Concentration

The Company has 3 major customers that together account for 57% (24%, 17%, and 15%, respectively) of accounts receivable at March 31, 2016, and 4 customers that together account for 60% (20%, 17%, 12%, and 11%, respectively) of the total revenues earned for the year ended March 31, 2016.

The Company has 4 vendors that accounted for 74% (24%, 17%, 17%, and 16%, respectively) of purchases for the year ended March 31, 2016.

The Company has 4 major customers that together account for 64% (23%, 18%, 12% and 11%, respectively) of accounts receivable at March 31, 2015, and 3 customers that together account for 47% (14%, 12%, and 11%, respectively) of the total revenues earned for the year ended March 31, 2015.

The Company has 5 vendors that accounted for 77% (19%, 16%, 16%, 15% and 11%, respectively) of purchases for the year ended March 31, 2015.

Income taxes

In accordance with ASC 740 “Accounting for Income Taxes”, the provision for income taxes is computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.

Basic and diluted loss per share

Basic and diluted earnings or loss per share (“EPS”) amounts in the consolidated financial statements are computed in accordance ASC 260 – 10 “Earnings per Share”, which establishes the requirements for presenting EPS. Basic EPS is based on the weighted average number of common shares outstanding. Diluted EPS is based on the weighted average number of common shares outstanding and dilutive common stock equivalents. Basic EPS is computed by dividing net income or loss available to common stockholders (numerator) by the weighted average number of common shares outstanding (denominator) during the period. Potentially dilutive securities were excluded from the calculation of diluted loss per share, because their effect would be anti-dilutive.

Business segments

The Company operates on one segment in one geographic location the United States of America and, therefore, segment information is not presented.

Fair value of financial instruments

The carrying amounts of the company’s financial instruments including accounts payable, accrued expenses, and notes payable approximate fair value due to the relative short period for maturity these instruments.

Environmental costs

F-9


Environmental expenditures that relate to current operations are expensed or capitalized as appropriate. Expenditures that relate to an existing condition caused by past operations, and which do not contribute to current or future revenue generation, are expensed. Liabilities are recorded when environmental assessments and/or remedial efforts are probable, and the cost can be reasonably estimated. Generally, the timing of these accruals coincides with the earlier of completion of a feasibility study or the Company’s commitments to a plan of action based on the then known facts.

The Company incurred no environmental expenses during the years ended March 31, 2016 and 2015, respectively.

Reclassification

Certain accounts in the prior period were reclassified to conform to the current period financial statements presentation.

Newly issued accounting pronouncements

In July 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2015-11 (ASU 2015-11) "Simplifying the Measurement of Inventory". According to ASU 2015-11 an entity should measure inventory within the scope of this update at the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. Subsequent measurement is unchanged for inventory measured using LIFO or the retail inventory method. The amendments in ASU 2015-11 more closely align the measurement of inventory in GAAP with the measurement of inventory in International Financial Reporting Standards (IFRS). The Board has amended some of the other guidance in Topic 330 to more clearly articulate the requirements for the measurement and disclosure of inventory. However, the Board does not intend for those clarifications to result in any changes in practice. Other than the change in the subsequent measurement guidance from the lower of cost or market to the lower of cost and net realizable value for inventory within the scope of ASU 2015-11, there are no other substantive changes to the guidance on measurement of inventory. For public business entities, the amendments in ASU 2015-11 are effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. For all other entities, the amendments in ASU 2015-11 are effective for fiscal years beginning after December 15, 2016, and interim periods within fiscal years beginning after December 15, 2017. The amendments in ASU 2015-11 should be applied prospectively with earlier application permitted as of the beginning of an interim or annual reporting period.

The Board decided that the only disclosures required at transition should be the nature of and reason for the change in accounting principle. An entity should disclose that information in the first annual period of adoption and in the interim periods within the first annual period if there is a measurement-period adjustment during the first annual period in which the changes are effective.

The Company has evaluated other recent accounting pronouncements through June 2016 and believes that none of them will have a material effect on our financial statements.

NOTE 2 – GOING CONCERN

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the recoverability and/or acquisition and sale of assets and the satisfaction of liabilities in the normal course of business. Since its inception, the Company has been engaged substantially in financing activities, developing its business plan and building its initial customer and distribution base for its products. As a result, the Company incurred accumulated net losses from Inception (June 19, 2012) through the period ended March 31, 2016 of ($19,933,934). In addition, the Company’s development activities since inception have been financially sustained through debt and equity financing.

The ability of the Company to continue as a going concern is dependent upon its ability to raise additional capital from the sale of common stock and, ultimately, the achievement of significant operating revenues. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty.

F-10


NOTE 3 – PROPERTY AND EQUIPMENT

Fixed assets consisted of the following at:

    March 31, 2016     March 31, 2015  
Machinery and Equipment $  970,728   $  625,766  
Machinery under Capital Lease   735,781     735,781  
Office Equipment   53,631     53,631  
Leasehold Improvements   3,979     3,979  
             
Less: Accumulated Depreciation   (537,555 )   (219,257 )
Fixed Assets, net $  1,226,534   $  1,199,900  

Depreciation expense for the years ended March 31, 2016 and 2015 was $318,328 and $175,036, respectively.

NOTE 4 – EQUIPMENT DEPOSITS – RELATED PARTY

The Company paid for equipment to Water Engineering Solutions, LLC, a related party, $312,500 and $1,470,741 for the years ended March 31, 2016 and March 31, 2015. At March 31, 2016 and March 31, 2015, the Company owed $0.00 and $43,036 respectively to Water Engineering Solutions, LLC. The equipment is being manufactured by and under an exclusive manufacturing contract from Water Engineering Solutions, LLC, an entity that is controlled and majority owned by Steven P. Nickolas and Richard A. Wright, for the production of our alkaline water.

NOTE 5 – REVOLVING FINANCING

On February 20, 2014, The Alkaline Water Company Inc., and subsidiaries, Alkaline 88, LLC and Alkaline Water Corp., entered into a revolving accounts receivable funding agreement with Gibraltar Business Capital, LLC (“Gibraltar”). Under the agreement, from time to time, the Company agreed to tender to Gibraltar all of our accounts (which is defined as our rights to payment whether or not earned by performance, (i) for property that has been or is to be sold, leased, licensed, assigned or otherwise disposed of, or (ii) for services rendered or to be rendered, or (iii) as otherwise defined in the Uniform Commercial Code of the State of Illinois). Gibraltar will have the right, but will not be obligated, to purchase such accounts tendered in its sole discretion. If Gibraltar purchases such accounts, Gibraltar will make cash advances to us as the purchase price for the purchased accounts.

The Company assumed full risk of non-payment and unconditionally guaranteed the full and prompt payment of the full face amount of all purchased accounts. The Company also agreed to direct all parties obligated to pay the accounts to send all payments for all accounts directly to Gibraltar. All collections from accounts will be applied to our indebtedness, which is defined as the amount owed by us to Gibraltar from time to time, i.e., all cash advances, plus all charges, plus all other amounts owning from us to Gibraltar pursuant to the agreement, less all collections retained by Gibraltar from either purchased accounts or from us which are applied to indebtedness, unless Gibraltar elects to hold any such collections to establish reserves to secure payment of any purchased accounts.

In consideration of Gibraltar’s purchase of the accounts, the Company agreed to pay Gibraltar interest on the indebtedness outstanding at the rate of 8% per annum plus the prime rate in effect at the end of each month with the prime rate for these purposes never being less than 3.25% per annum, calculated on a 360-day year and payable monthly. In addition, the Company agreed to pay to Gibraltar a monthly collateral/management fee in the amount of 0.5% calculated on the average daily borrowing amount for the given month and an unused line fee of 0.25% monthly based on the difference between the actual line of credit and the average daily borrowing amount for the given month. The Company also agreed to pay to Gibraltar upon execution of the agreement and as of the commencement of each renewal term, a closing cost of 1% of the initial indebtedness in addition to the amount of any other credit accommodations granted from Gibraltar, which amount will be deducted from the first cash advances.

F-11


The initial indebtedness is $500,000 and the Company increased the amount available under the revolving accounts receivable funding agreement to $900,000 on May 12, 2016. The Company may request further increase(s) to the in $100,000 increments up to $5,000,000, subject the Company’s financial performance and/or projections are satisfactory to Gibraltar, and absent an event of default. The Company also granted to Gibraltar a security interest in all of our presently-owned and hereafter-acquired personal and fixture property, wherever located. The agreement will continue until the first to occur of (i) demand by Gibraltar; or (ii) 24 months from the first day of the month following the date that the first purchased account is purchased and will be automatically renewed for successive periods of 12 months thereafter unless, at least 30 days prior to the end of the term, the Company gives Gibraltar notice of our intention to terminate the agreement. In addition, the Company will be able to exit the agreement at any time for a fee of 2% of the line of credit in place at the time of prepayment. On March 31, 2016 the amount borrowed on this facility was $475,273.

NOTE 6 – DERIVATIVE LIABILITY

On November 7, 2013, the Company sold to certain institutional investors 10% Series B Convertible Preferred Shares which are subject to mandatory redemption and include down-round provisions that reduce the exercise price of a warrant and convertible instrument. As required by ASC 815 “Derivatives and Hedging”, if the Company either issues equity shares for a price that is lower than the exercise price of those instruments or issues new warrants or convertible instruments that have a lower exercise price, the investors will be entitled to down-round protection. The Company evaluated whether its warrants and convertible debt instruments contain provisions that protect holders from declines in its stock price or otherwise could result in modification of either the exercise price or the shares to be issued under the respective warrant agreements. The Company determined that a portion of its outstanding warrants and conversion instruments contained such provisions thereby concluding they were not indexed to the Company’s own stock and therefore a derivative instrument.

Between April 16, 2014 and April 24, 2014, the Company redeemed 247 shares of the 10% Series B Preferred Stock for $247,171 plus accrued interest of $46,456 and a $10,212 penalty related to the delayed registration. The effect of this redemption resulted in a reduction of $56,098 derivative liability.

On May 1, 2014, the Company completed the offering and sale of an aggregate of 346,667 shares of our common stock and warrants to purchase an aggregate of 173,333 shares of our common stock, for aggregate gross proceeds of $2,599,999. Each share of common stock sold in the offering was accompanied by a warrant to purchase one-half of a share of common stock at an exercise price of $7.50 per share for a period of five years from the date of issuance. Each share of common stock, together with each warrant was sold at a price of $7.50. The warrants include down-round provisions that reduce the exercise price of a warrant and convertible instrument. As required by ASC 815 “Derivatives and Hedging”, if the Company either issues equity shares for a price that is lower than the exercise price of those instruments or issues new warrants or convertible instruments that have a lower exercise price, the investors will be entitled to down-round protection. The Company evaluated whether its warrants and convertible debt instruments contain provisions that protect holders from declines in its stock price or otherwise could result in modification of either the exercise price or the shares to be issued under the respective warrant agreements. The Company determined that a portion of its outstanding warrants and conversion instruments contained such provisions thereby concluding were not indexed to the Company’s own stock and therefore a derivative instrument.

On August 20, 2014, the Company entered into a warrant amendment agreement with certain holders of the Company’s outstanding common stock purchase warrants whereby the Company agreed to reduce the exercise price of the Existing Warrants to $5.00 per share in consideration for the immediate exercise of the Existing Warrants by the Holders and the Holders are to be issued new common stock purchase warrants of the Company in the form of the Existing Warrants to purchase up to a number of shares of our common stock equal to the number of Existing Warrants exercised by the Holders, provided that the exercise price of the New Warrants will be $6. 25 per share, subject to adjustment in the New Warrants. Each New Warrant has a term of five years from the date of issuance. Each share of common stock, together with each warrant was sold at a price of $6.25. The warrants include down-round provisions that reduce the exercise price of a warrant and convertible instrument. As required by ASC 815 “Derivatives and Hedging”, if the Company either issues equity shares for a price that is lower than the exercise price of those instruments or issues new warrants or convertible instruments that have a lower exercise price, the investors will be entitled to down-round protection. The Company evaluated whether its warrants and convertible debt instruments contain provisions that protect holders from declines in its stock price or otherwise could result in modification of either the exercise price or the shares to be issued under the respective warrant agreements. The Company determined that a portion of its outstanding warrants and conversion instruments contained such provisions thereby concluding they were not indexed to the Company’s own stock and therefore a derivative instrument. The derivative liability was increased by $167,384 as a result of the issued warrants.

F-12


On August 21, 2014, pursuant to the Warrant Amendment Agreement, the Company issued an aggregate of 196,589 shares of the Company’s common stock upon exercise of the Existing Warrants at an exercise price of $5.00 per share for aggregate gross proceeds of $982,945. An aggregate of 173,333shares of our common stock issued upon exercise of the Existing Warrants. The derivative liability was reduced by $168,273 as a result of the warrants exercised.

Pursuant to the engagement agreement dated March 12, 2014 with H.C. Wainwright & Co., LLC (“Wainwright”), Wainwright agreed to act as our exclusive placement agent in connection with the offering. Pursuant to the engagement agreement, the Company, the Company issued warrants to purchase an aggregate of 5.5% of the aggregate number of shares of our common stock sold in the offering, or 19,067 to Wainwright and its designees. These warrants have an exercise price of $9.38 per share and expire on April 16, 2019. The warrants include down-round provisions that reduce the exercise price of a warrant and convertible instrument. As required by ASC 815 “Derivatives and Hedging”, if the Company either issues equity shares for a price that is lower than the exercise price of those instruments or issues new warrants or convertible instruments that have a lower exercise price, the investors will be entitled to down-round protection. The Company evaluated whether its warrants and convertible debt instruments contain provisions that protect holders from declines in its stock price or otherwise could result in modification of either the exercise price or the shares to be issued under the respective warrant agreements. The Company determined that a portion of its outstanding warrants and conversion instruments contained such provisions thereby concluding they were not indexed to the Company’s own stock and therefore a derivative instrument.

The range of significant assumptions which the Company used to measure the fair value of warrant liabilities (a level 3 input) at April 24, 2014 is as follows:

    Conversion feature  
Stock price $  16 .3275  
Term (Years)   Less than 1  
Volatility   331%  
Exercise prices $  21.50  
Dividend yield   0%  

The range of significant assumptions which the Company used to measure the fair value of warrant liabilities (a level 3 input) at May 1, 2014 is as follows:

          Placement Agent  
    Issuance Warrants     Warrants  
Stock price $  7. 50   $  7. 50  
Term (Years)   5     5  
Volatility   306%     306%  
Exercise prices $  7. 50   $  9.375  
Dividend yield   0%     0%  

The range of significant assumptions which the Company used to measure the fair value of warrant liabilities (a level 3 input) at August 20, 2014 is as follows:

    New Warrants  
Stock price $  6.00  
Term (Years)   5  
Volatility   247%  
Exercise prices $  6. 50  
Dividend yield   0%  

F-13


The range of significant assumptions which the Company used to measure the fair value of warrant liabilities (a level 3 input) at August 21, 2014 is as follows:

    Existing Warrants  
Stock price $  8.50  
Term (Years)   5  
Volatility   247%  
Exercise prices $  5.00  
Dividend yield   0%  

The range of significant assumptions which the Company used to measure the fair value of warrant liabilities (a level 3 input) at March 31, 2015 is as follows:

    Warrants
(including placement agent)
 
Stock price $  5.40  
Term (Years)   4 to 5  
Volatility   148%  
Exercise prices $  27.50 to 6. 50  
Dividend yield   0%  

The range of significant assumptions which the Company used to measure the fair value of warrant liabilities (a level 3 input) at March 31, 2016 is as follows:

    Warrants
(including placement agent)
 
Stock price $  1.950  
Term (Years)   3 to 4  
Volatility   126%  
Exercise prices $  27.50 to 0.33  
Dividend yield   0%  

During the year ended March 31, 2016, certain Warrant holders from the August 21, 2014 Warrant Amendment Agreement exercised their warrants via a cashless exercise where-in 54,154 warrants were tendered, the shareholders received 26,976 shares and the shareholders forfeited 27,178 warrants. The Company reduced the derivative liability $62,986.

During the year ended March 31, 2016, certain Warrant holders from the August 21, 2014 Warrant Amendment Agreement and the Company agreed to exchange 133,791 warrants for 133,791 shares of common stock and the Company reduced the derivative liability by $76,843.

During the year ended March 31, 2016 the Company issued shares of stock at $3.50 which reduced the exercise price of the Existing Warrants.

The following table sets forth the fair value hierarchy within our financial assets and liabilities by level that were accounted for at fair value on a recurring basis as of May 1, 2014.

          Fair Value Measurement at May 1, 2014  
    Carrying                    
    Value at                    
    May 1, 2014     Level 1     Level 2     Level 3  
Liabilities:                        
                         
Derivative warrant liability $  216,236   $  -   $  -   $  216,236  
Derivative placement agent warrant liability $  23,787   $  -   $  -   $  23,787  
Total derivative liability $  240,023   $  -   $  -   $  240,023  

F-14


The following table sets forth the fair value hierarchy added to our financial liabilities by level that were accounted for at fair value on a recurring basis as of August 21, 2014.

          Fair Value Measurement at August 21, 2014  
    Carrying                         
    Value at                         
    August 21, 2014     Level 1     Level 2     Level 3  
Liabilities:                        
                         
Derivative warrant liability $  149,687   $  -   $            -   $  149,687  

The following table sets forth the fair value hierarchy within our financial assets and liabilities by level that were accounted for at fair value on a recurring basis as of March 31, 2015.

          Fair Value Measurement at March 31, 2015  
    Carrying                    
    Value at                    
    March 31, 2015     Level 1     Level 2     Level 3  
Liabilities:                        
                         
Derivative convertible debt liability $  -   $  -   $  -   $  -  
Derivative warrant liability convertible preferred stock $  176,486   $  -   $  -   $  176,486  
Derivative warrants liability on common stock issuance including placement agent warrants $  18,454   $  -   $  -   $  18,454  
Total derivative liability $  194,940   $  -   $  -   $  194,940  

The following table sets forth the fair value hierarchy within our financial assets and liabilities by level that were accounted for at fair value on a recurring basis as of March 31, 2016.

          Fair Value Measurement at March 31, 2016  
    Carrying                    
    Value at                    
    March 31, 2015     Level 1     Level 2     Level 3  
Liabilities:                        
                         
Derivative convertible debt liability $  -   $  -   $  -   $  -  
Derivative warrant liability convertible preferred stock $  8,291   $  -   $  -   $  8,291  
Derivative warrants liability on common stock issuance including placement agent warrants $  2,852   $  -   $  -   $  2,852  
Total derivative liability $  11,143   $  -   $  -   $  11,143  

The Company analyzed the warrants and conversion feature under ASC 815 “Derivatives and Hedging” to determine the derivative liability. The Company estimated the fair value of these derivatives using a multinomial distribution (Lattice) valuation model. The fair value of these warrant liabilities at March 31, 2015 was $194,940 and the conversion feature liability was $0. At March 31, 2016 the fair value of these warrant liabilities was $11,143 and the conversion feature liability was $0. Changes in the derivative liability for the period ended March 31 , 2016 consist of:

F-15



    Year Ended   
    March 31, 2016  
Derivative liability at March 31, 2015 $  194,940  
Warrants Exercised   (139,829 )
Change in derivative liability – mark to market   (43,968 )
Derivative liability at March 31, 2016 $  11,143  

NOTE 7 – PREFERRED SHARES SUBJECT TO MANDATORY REDEMPTION

Convertible preferred shares

On November 7, 2013, the Company sold to certain institutional investors an aggregate of 500 shares of our 10% Series B Convertible Preferred Stock (“Series B Preferred Stock”) at a stated value of $1,000 per share of Series B Preferred Stock for gross proceeds of $500,000. Additionally the investors also received Series A, Series B and Series C common stock purchase warrants. The Series A warrants will be exercisable into 1,162,791 shares of our common stock at an exercise price of $0.55 per share, the Series B warrants will be exercisable into 1,162,791 shares of our common stock at an exercise price of $0.43 per share and the Series C warrants will be exercisable into 1,162,791 shares our common stock at an exercise price of $0.55 per share. Holders of the Series B Preferred Stock will be entitled to receive cumulative dividends at the rate per share (as a percentage of the stated value per share) of 10% per annum, payable semi-annually. Each share of the Series B Preferred Stock will be convertible at the option of the holder thereof into that number of shares of common stock determined by dividing the stated value of such share of the Series B Preferred Stock by the conversion price of $0.43, subject to later adjustment. On November 4, 2013, the Company also entered into a registration rights agreement with the investors pursuant to which the Company was obligated to file a registration statement to register the resale of the shares of common stock issuable upon conversion of the Series B Preferred Stock and upon exercise of the Warrants.

Between April 16, 2014 and April 22, 2014, the holders of our Series B Preferred Stock exercised their right to have the Company redeem their shares whereby the Company redeemed 247.17 shares of Series B Preferred Stock for $303,839, which included accrued interest of $46,456 and a penalty for late registration of $10,212. The remaining portion of the Series B Preferred Stock, or 252.83 shares, was converted into 796,566 of our common shares at a conversion price of $0.3174 per share.

Effective November 7, 2013, the Company issued common stock purchase warrants to the placement agent and its designees as compensation for the services provided by the placement agent in connection with our private placement of 500.00028 shares Series B Preferred Stock, which was completed on November 7, 2013. The warrants issued to the placement agent and its designees are exercisable into an aggregate of 116,279 shares of our common stock with an exercise price of $0.55 per share and have a term of exercise of five years. The Company issued the warrants to six accredited investors and paid certain transactional costs of $78,000. For the period ended December 31, 2014 the Company recorded $54,288 of amortization of the debt discount and deferred financing cost.

The Series B Preferred Stock included down-round provisions that reduce the exercise price of a warrant and convertible instrument as required by ASC 815 “Derivatives and Hedging”. The aggregate of the derivative liability at issuance was $955,927, which was recorded as amortization of debt discount at issuance and amortized $360,082 cost over the redemption period.

NOTE 8 – STOCKHOLDERS’ EQUITY

Preferred shares

On October 7, 2013, the Company amended its articles of incorporation to create 100,000,000 shares of preferred stock by filing a Certificate of Amendment to Articles of Incorporation with the Secretary of State of Nevada. The preferred stock may be divided into and issued in series, with such designations, rights, qualifications, preferences, limitations and terms as fixed and determined by our board of directors. The Series A Preferred Stock had 10 votes per share (reduced to 0.2 votes per share as a result of the fifty for one reverse stock split, which became effective as of December 30, 2015) and are not convertible into shares of our common stock. The Series B Convertible Preferred shares have 1,000 shares of our authorized preferred stock are designated as “10% Series B Convertible Preferred Stock”, which have a stated value of $1,000 per share and have liquidation preferences, dividend rights, redemption rights and conversion rights, of which none were issued at March 31, 2016.

F-16


Grant of series A preferred stock

On October 8, 2013, the Company issued a total of 20,000,000 shares of non-convertible Series A Preferred Stock to Steven A. Nickolas and Richard A. Wright (10,000,000 shares to each), our directors and executive officers, in consideration for the past services, at a deemed value of $0.001 per share. The company valued these shares based on the cost considering the time and average billing rate of these individuals and recorded a $20,000 stock compensation cost for the year ended March 31, 2014.

Our authorized preferred stock was not affected by the reverse stock split and continues to be 100,000,000 shares of preferred stock, with a par value of $0.001 per share. In addition, the number of issued and outstanding shares of Series A Preferred Stock continues to be 20,000,000. However, holders of Series A Preferred Stock had 0.2 vote per share of Series A Preferred Stock, instead of 10 votes per share of Series A Preferred Stock, as a result of the reverse-stock split.

On January 22, 2016, the Company amended the certificate of designation for our Series A Preferred Stock by filing an amendment to certificate of designation with the Secretary of State of the State of Nevada. The Company amended the certificate of designation for our Series A Preferred Stock by deleting Section 2.2 of the certificate of designation, which proportionately increases or decreases the number of votes per share of Series A Preferred Stock in the event of any dividend or other distribution on our common stock payable in its common stock or a subdivision or consolidation of the outstanding shares of its common stock. Accordingly, holders of Series A Preferred Stock will have 10 votes per share of Series A Preferred Stock, instead of 0.2 votes per share of Series A Preferred Stock.

Grant of series C Convertible preferred stock

On March 30, 2016, the Company designated 3,000,000 shares of the authorized and unissued preferred stock of our company as “Series C Preferred Stock” by filing a Certificate of Designation with the Secretary of State of the State of Nevada. Each share of the Series C Preferred Stock will be convertible, without the payment of any additional consideration by the holder and at the option of the holder, into one fully paid and non-assessable share of our common stock at any time after (i) the Company achieves consolidated revenue equal to or greater than $15,000,000 in any 12 month period, ending on the last day of any quarterly period of our fiscal year; or (ii) a Negotiated Trigger Event, defined as an event upon which the Series C Preferred Stock will be convertible as may be agreed by our company and the holder in writing from time to time.

Effective March 31, 2016, the Company issued a total of 3,000,000 shares of our Series C Preferred Stock to Steven P. Nickolas and Richard A. Wright (1,500,000 shares to each), our directors and executive officers, pursuant to their employment agreements dated effective March 1, 2016.

Common stock

The Company is authorized to issue 1,125,000,000 shares of $0.001 par value common stock. On May 31, 2013, the Company effected a 15-for-1 forward stock split of our $0.001 par value common stock. All shares and per share amounts have been retroactively restated to reflect such split. Prior to the acquisition of Alkaline Water Corp., the Company had 109,500,000 shares of common stock issued and outstanding. On May 31, 2013, the Company issued 43,000,000 shares in exchange for a 100% interest in Alkaline Water Corp. For accounting purposes, the acquisition of Alkaline Water Corp. by The Alkaline Water Company Inc. has been recorded as a reverse acquisition of a company and recapitalization of Alkaline Water Corp. based on the factors demonstrating that Alkaline Water Corp. represents the accounting acquirer. Consequently, after the closing of this agreement the Company adopted the business of Alkaline Water Corp.’s wholly-owned subsidiary, Alkaline 88, LLC. As part of the acquisition, the former management of the Company agreed to cancel 75,000,000 shares of common stock.

F-17


On December 30, 2015, the Company effected a fifty for one reverse stock split of its authorized and issued and outstanding shares of common stock. As a result, the authorized common stock has decreased from 1,125,000,000 shares of common stock, with a par value of $0.001 per share, to 22,500,000 shares of common stock, with a par value of $0.001 per share. All shares and per share amounts have been retroactively restated to reflect such split.

On January 21, 2016, stockholders of our company approved, by written consents, an amendment to the articles of incorporation of our company to increase the number of authorized shares of our common stock from 22,500,000 to 200,000,000.

The Company received written consents representing 20,776,000 votes from the holders of shares of its common stock and our Series A Preferred Stock voting as a single class, representing approximately 61% of the voting power of its outstanding common stock and its outstanding Series A Preferred Stock voting as a single class as of the record date (January 12, 2016). On January 21, 2016, there were no written consents received by the Company representing a vote against, abstention or broker non-vote with respect to the proposal.

Sale of restricted shares

During the period from May 7, 2015 through December 31, 2015, the Company sold units of our securities at a price of $3.50 per unit. Each unit consists of one share of our common stock and one non-transferable common stock purchase warrant, with each common stock purchase warrant entitling the holder to acquire one additional share of our common stock at a price of $5.00 per share for a period of two years. The Company sold 223,200 units during the period ended December 31, 2015 consisting of 223,200 shares of common stock and 223,200 warrants for gross proceeds of $781,200.

The evaluated these transaction using ASC 480-10 “Distinguishing liabilities from equity” and ASC 505 -10 “Equity”. The Company sold 223,200 units and issued 223,200 shares of common stock and issued 223,200 warrants. The warrants were valued using the Black-Scholes option pricing model with the following assumptions:

Market value of stock on purchase date $ 3.75     to   $ 7.10  
Risk-free interest rate   .26%     to     1.42%  
Dividend yield         0.00%        
Volatility factor   116%     to     161%  
Weighted average expected life (years)         2        

The proceeds were allocated as follows:

Common stock $  414,036  
Warrant   367,164  
Total proceeds $  781,200  

On May 1, 2014, the Company completed the offering and sale of an aggregate of 346,667 shares of our common stock and warrants to purchase an aggregate of 173,333 shares of our common stock, for aggregate gross proceeds of $2,599,999. Each share of common stock the Company sold in the offering was accompanied by a warrant to purchase one-half of a share of common stock at an exercise price of $7. 50 per share for a period of five years from the date of issuance. Each share of common stock, together with each warrant was sold at a price of $7. 50.

Pursuant to the engagement agreement dated March 12, 2014 with H.C. Wainwright & Co., LLC (“Wainwright”), Wainwright agreed to act as our exclusive placement agent in connection with the offering. Pursuant to the engagement agreement, the Company paid Wainwright a cash placement fee equal to 8% of the aggregate gross proceeds from the offering, or $208,000, and a non-accountable expense allowance equal to 1% of the aggregate gross proceeds from the offering, or $26,000. In addition, the Company issued warrants to purchase an aggregate of 5.5% of the aggregate number of shares of our common stock sold in the offering, or 19,067, to Wainwright and its designees. These warrants have an exercise price of $9.38 per share and expire on April 16, 2019.

F-18


On March 4, 2016, the Company completed the offering and sale of an aggregate of 9,000,000 shares of our common stock and warrants to purchase an aggregate of 4,500,000 shares of our common stock, for aggregate gross proceeds of $2,970,000. Each share of common stock the Company sold in the offering was accompanied by one-half of a warrant to purchase one share of common stock at an exercise price of $0.50 per share for a period of two years from the date of issuance. Each share of common stock and accompanying one-half of one warrant was sold at a price of $0.33.

These securities have been registered under the Securities Act of 1933 pursuant to our registration statement on Form S-1, as amended (No. 333-209124), which was declared effective by the Securities and Exchange Commission on February 11, 2016.

Also on March 4, 2016, the Company used the proceeds of the Offering to repay loans in the aggregate principal amounts of $1,500,000 In connection with the repayment of loans in the aggregate principal amounts of $1,500,000 on March 4, 2016, 526,316 shares of our common stock issued to Neil Rogers and held in escrow and 1,500,000 shares of our common stock issued to Turnstone Capital Inc. and held in escrow were cancelled effective as of March 31, 2016.

Common stock issued for services

On May 15, 2014, the Company issued 2,000 restricted common shares to consultant for services rendered and that were valued at the market value on that date of $7. 50 per share.

On June 2, 2014, the Company issued 2,000 restricted common shares to consultant for services rendered and that were valued at the market value on that date of $6.50 per share.

On June 6, 2014, the Company issued 20,000 restricted common shares to consultant for services rendered and that were valued at the market value on that date of $6.50 per share.

On June 11, 2014, the Company issued 5,000 restricted common shares to consultant for services rendered and that were valued at the market value on that date of $6.05 per share.

On July 3, 2014, the Company entered into an agreement with a third-party to provide consulting services. The compensation in the agreement was $25,000 in cash upon execution of the agreement and the issuance of 7,000 of the Company’s common shares as follows: 3,500 common shares upon execution of the agreement, 1,400 common shares on or before July 15, 2014, 1,400 common shares on or before August 15, 2014 and 700 common shares on or before September 15, 2014.

On August 1, 2014, the Company issued 20,000 common shares to a consultant for services rendered that were valued at the market value on that date of $875 per share.

On August 7, 2014, the Company entered into an agreement with a third-party to provide consulting services. The compensation in the agreement was for 40,000 of the Company’s common shares to be issued as follows: 10,000 common shares on the date of the execution of the agreement, 10,000 common shares on the date that is 45 days from the execution date, 10,000 common shares on the date that is 90 days from the execution date, and 10,000 common shares on the date that is 135 days from the execution date.

On September 2, 2014, the Company issued 1,000 common shares to consultant for services rendered that were valued at the market value on that date of $6. 75 per share.

On September 30, 2014, the Company issued6,000 common shares to consultant for services rendered that were valued at the market value on that date of $5.00 per share.

On October 1, 2014, the Company issued 800 common shares to consultant for services rendered that were valued at the market value on that date of $5.65 per share.

F-19


On February 18, 2015, the Company issued1,000 common shares to consultant for services rendered that were valued at the market value on that date of $3.50 per share.

On February 18, 2015, the Company issued 24,500 common shares to consultants for services rendered that were valued at the market value on that date of $5. 00 per share.

On February 18, 2015, the Company issued71,000 common shares to employees for services rendered that were valued at the market value on that date of $5.00 per share.

On April 7, 2015, the Company issued 40,000 restricted common shares to consultant for services rendered that were valued at the market value on that date of $3.50 per share.

On April 10, 2015, the Company issued 30,000 restricted common shares to consultant for services rendered that were valued at the market value on that date of $4.85 per share.

On April 27, 2015, the Company issued 40,000 restricted common shares to consultant for services rendered that were valued at the market value on that date of $4.00 per share.

On May 1, 2015, the Company issued 5,000 restricted common shares to consultant for services rendered that were valued at the market value on that date of $4.00 per share.

On May 6, 2015, the Company issued 6,000 restricted common shares to consultant for services rendered that were valued at the market value on that date of $4.85 per share.

On June 15, 2015 the Company issued 30,000 restricted common shares to consultant for services rendered that were valued at the market value on that date of $4.70 per share.

On August 1, 2015 the Company issued 5,000 restricted common shares to consultant for services rendered that were valued at the market value on that date of $6.75 per share.

On August 25, 2015 the Company issued 30,000 restricted common shares to consultant for services rendered that were valued at the market value on that date of $5.45 per share.

On August 27, 2015 the Company issued 6,000 restricted common shares to consultant for services rendered that were valued at the market value on that date of $5.05 per share.

On August 28, 2015 the Company issued 4,000 common shares to consultant for services rendered that were valued at the market value on that date of $5.00 per share.

On September 30, 2015 the Company issued 10,000 common shares to consultant for services rendered that were valued at the market value on that date of $4.90 per share.

On December 11, 2015 the Company issued 24,000 common shares to consultants for services rendered that were valued at the market value on that date of $2.15 per share.

On December 11, 2015, the Company issued 44,000 common shares to employees for services rendered that were valued at the market value on that date of $2.15 per share.

On January 19, 2016, the Company reached an agreement with a contractor and agreed to issue 60,000 shares of restricted common stock for services rendered that were valued at the market value on that date of $0.90 per share.

On January 28, 2016, the company issued 10,000 shares of common stock forpastservicesperformedbyaformeremployeeofourcompany.

F-20


On January 29, 2016, the Company issued 400,000 common shares to a consultant for services rendered that were valued at the market value on that date of $0.52 per share.

On February 5, 2016, the Company reached an agreement with a contractor and agreed to issue 10,000 shares of restricted common stock for services that were valued at the market value on that date of $0.85 per share.

On March 1 2016, the Company reached an agreement with a contractor and agreed to issue 945,000 shares of common stock for services that were valued at the market value on that date of $0.99 per share.

On March 1, 2016, the company issued 30,000 shares of common stock forpastservicesperformedbyaformeremployeeofourcompany.

Common stock issued in conjunction with notes

On May 22, 2015, the Company issued 20,000 restricted common shares in conjunction with a $250,000 note payable that were valued at the market value on that date of $3.95 per share.

On August, 20, 2015, the Company issued 20,000 restricted common shares in conjunction with a $240,000 note payable that were valued at the market value on that date of $5.75 per share.

On October 28, 2015, the Company issued 10,000 restricted common shares in conjunction with a $62,000 note payable that were valued at the market value on that date of $4.25 per share.

On March 30, 2016 pursuant to a convertible note issued September 28, 2015 the $89,100 of principal balance was converted to 270,000 common shares of the Company Stock.

On March 31, 2016, the Company entered into a promissory note and warrant exchange agreement (the “March Exchange Agreement”) with six holders of our promissory notes (each, a “Note”) in the aggregate principal amount of $310,000 and warrants (each, a “March Warrant”) to purchase an aggregate of 88,563 shares of our common stock, whereby we exchanged the holders’ Notes and March Warrants, for no additional consideration, for an aggregate of 551,246 shares of our common stock (the “March Exchange”), and following the March Exchange, the Notes and March Warrants were automatically cancelled and terminated and the holders have no further rights pursuant to the Notes, March Warrants and any agreement or instrument pursuant to which such Notes or March Warrants were issued. Pursuant to the March Exchange Agreement, the Company issued an aggregate of 551,246 shares of our common stock upon exchange of the above mentioned Notes and March Warrants.

NOTE 9 – OPTIONS AND WARRANTS

Stock option awards

On October 9, 2013, the Company granted a total of 120,000 stock options to Steven A. Nickolas and Richard A. Wright (60,000 stock options to each). The stock options are exercisable at the exercise price of $30.25 per share for a period of ten years from the date of grant. The stock options vest as follows: (i) 20,000 upon the date of grant; and (ii) 10,000 per quarter until fully vested.

On May 12, 2014, the Company granted a total of 16,400 stock options to employees and consultants. The stock options are exercisable at the exercise price of $7.50 per share for a period of ten years from the date of grant. 10,050 stock options vested upon the date of grant, 2,325 stock options vest on December 31, 2014, 2,325 stock options vest on December 31, 2014 and 1,700 stock options vest on December 31, 2014.

F-21


On May 12, 2014, the Company granted a total of 24,000 stock options Steven A. Nickolas and Richard A. Wright (12,000 stock options to each). The stock options are exercisable at the exercise price of $8.25 per share for a period of ten years from the date of grant. 24,000 stock options vested upon the date of grant.

On May 16, 2014, the Company granted a total of 5,000 stock options to a consultant. The stock options are exercisable at the exercise price of $7.15 per share for a period of ten years from the date of grant. 1,250 stock options vested upon the date of grant, 1,250 stock options vest on December 31, 2014, 1,250 stock options vest on December 31, 2014 and 1,250 stock options vest on December 31, 2014.

On May 21, 2014, the Company granted a total of 120,000 stock options Steven A. Nickolas and Richard A. Wright (60,000 stock options to each). The stock options are exercisable at the exercise price of $7.275 per share for a period of ten years from the date of grant. 60,000 stock options vested upon the date of grant and the 60,000 stock options will vest on November 21, 2014.

On October 31, 2014, the Company amended the 2013 Equity Incentive Plan to, among other things, increase the number of shares of stock of the company available for the grant of awards under the plan from 400,000 shares to 700,000 shares.

On October 31, 2014, the Company reduced the exercise price of an aggregate of 120,000 stock options granted on October 9, 2013 to Steven P. Nickolas and Richard A. Wright, our directors and executive officers, to $7.50 per share and extended the exercise date to October 9, 2023.

On February 18, 2015, the Company reduced the exercise price of an aggregate of 32,000 stock options granted on to Steven P. Nickolas and Richard A. Wright, our directors and executive officers, to $5.75 per share an exercise date to February 18, 2020, with vested immediately.

On February 18, 2015, the Company granted a total of 26,000 stock options to employees and consultants. The stock options are exercisable at the exercise price of $5.00 per share for a period of ten years from the date of grant. 17,750 stock options vested by March 31, 2015, 2,750 stock options vested on June 30, 2015, 2,750 stock options vested on September 30, 2015 and 2,750 stock options vested on December 31, 2015.

On January 29, 2016, the Company granted a total of 1,310,000 stock options to certain employees. The stock options are exercisable at the exercise price of $0.52 per share for a period of 7.6 years from the date of grant and vested upon the date of grant.

On January 29, 2016, the Company granted a total of 3,000,000 stock options Steven A. Nickolas and Richard A. Wright (1,500,000 stock options to each). The stock options are exercisable at the exercise price of $0.52 per share for a period of 7.6 years from the date of grant and vested upon the date of grant.

On March 4, 2016, the Company completed the offering and sale of an aggregate of 9,000,000 shares of our common stock the offering included warrants to purchase an aggregate of 4,500,000 shares of our common stock, at an exercise price of $0.50 per share for a period of two years from the date of issuance.

For the years ended March 31, 2016 and March 31, 2015 the Company has recognized compensation expense of $2,425,495 and $4,039,291 respectively, on the stock options granted that vested. The fair value of the unvested shares is $0 as of March, 2016. The aggregate intrinsic value of these options was $0 at March 31, 2016. Stock option activity summary covering options is presented in the table below:

F-22



                Weighted-  
          Weighted-     Average  
          Average     Remaining  
    Number of     Exercise     Contractual  
    Shares     Price     Term (years)  
Outstanding at March 31, 2014   120,000   $  30.50     8.5  
Granted   347,040   $  7.00     8.9  
Exercised   (3,640 ) $  0.50     9.2  
Expired/Forfeited   (120,000 ) $  -     8.2  
Outstanding at March 31, 2015   343,400   $  7.00     8.2  
Granted   4,310,000     0.52     7.8  
Exercised   -     -     -  
Expired/Forfeited   -   $  -     -  
Outstanding at March 31, 2016   4,653,400     0.92     7.7  
Exercisable at March 31, 2016   4,653,400     0.92     7.7  

Warrants

The following is a summary of the status of all of our warrants as of March 31, 2016 and changes during the period ended on that date:

          Weighted-  
    Number     Average  
    of Warrants     Exercise Price  
Outstanding at March 31, 2014   166,208   $  26.00  
   Granted   584,985     6.50  
   Exercised   (290,585 )   (15.50 )
   Cancelled   -     (15.50 )
Outstanding at March 31, 2015   460,608     7.00  
   Granted   4,858,057     1.22  
   Exercised   (254,763 )   8.00  
   Cancelled or Expired   (75,786 )   6.00  
Outstanding at March 31, 2016   4,988,116     1.39  
Warrants exercisable at March 31, 2016   4,988,116   $  1.39  

The following table summarizes information about stock warrants outstanding and exercisable at March 31, 2016:

         STOCK WARRANTS OUTSTANDING AND
  EXERCISABLE
    Weighted-
    Average
  Number of Remaining
  Warrants Contractual
Exercise Price Outstanding Life in Years
$ 5.00 428,629 2.02
$ 6.25 6,667 3.05
$ 9.375 19,067 3.55
$ 27.50 2,326 2.07
$0.50 4,500,000 1.91

The Company agreed to reduce the exercise price of certain existing warrants to $5.00 per share in consideration for the immediate exercise of the existing warrants by the holders. As consideration, the holders were issued new common stock purchase warrants of the Company to purchase up to a number of shares of our common stock equal to the number of existing warrants exercised by the holders, provided that the exercise price of the new warrants will be $6. 25 per share.

On August 21, 2014, pursuant to a Warrant Amendment Agreement, the Company issued an aggregate of 196,589 shares of the Company’s common stock upon the exercise of Existing Warrants at an exercise price of $5.00 per share for aggregate gross proceeds of $982,945. Simultaneously, the Company issued new warrants to purchase an aggregate of 196,589 shares of our common stock with a term of 5 years and exercise price of $6.25 per warrant share. The Company recorded this issuance in additional paid-in capital.

F-23


On October 7, 2014, pursuant to a Warrant Amendment Agreement, the Company issued an aggregate of 93,996 shares of the Company’s common stock upon exercise of the Existing Warrants at an exercise price of $5.00 per share for aggregate gross proceeds of $469,980. Simultaneously, the Company issued new warrants to purchase an aggregate of 93,996 shares of our common stock with a term of 5 years and exercise price of $6.25 per warrant share. The Company recorded this issuance in additional paid-in capital.

On October 22, 2014, the Company entered into a master lease agreement with Veterans Capital Fund, LLC (the “Lessor”) for the secured lease line of credit financing in an amount not to exceed $600,000. The lease is expected to be secured by three new alkaline generating electrolysis system machines. Our wholly-owned subsidiary, Alkaline 88, LLC, and Water Engineering Solutions, LLC acted as co-lessees. Water Engineering Solutions, LLC is an entity that is controlled and owned by our President, Chief Executive Officer, director and major stockholder, Steven P. Nickolas, and our Vice-President, Secretary, Treasurer and director, Richard A. Wright. Pursuant to the master lease agreement, the Lessor agreed to lease to us the equipment described in any equipment schedule signed by us and approved by the Lessor. It is expected that any lease under the master lease agreement will be structured for a three-year lease term with fixed monthly lease rental payments based on a monthly lease rate factor of 3.4667% of the Lessor’s capital cost. In connection with the entering into the master lease agreement, the Company also entered into a warrant agreement with the Lessor, pursuant to which the Company agreed to issue a warrant to purchase 72,000 shares of our common stock to the Lessor and/or its affiliates at an exercise price of $6.25 per share for a period of five years. 18,000 shares vested.

On February 25, 2015, the Company amended the master lease agreement with Veterans Capital Fund, LLC for the increase in the secured lease line of credit financing to an amount not to exceed $800,000. The lease was secured by new alkaline generating electrolysis system machines by our wholly-owned subsidiary, Alkaline 88, LLC, and Water Engineering Solutions, LLC. Water Engineering Solutions, LLC is an entity that is controlled and owned by our President, Chief Executive Officer, director and major stockholder, Steven P. Nickolas, and our Vice-President, Secretary, Treasurer and director, Richard A. Wright. Pursuant to the master lease agreement, the Lessor agreed to lease to us the equipment described in any equipment schedule signed by us and approved by the Lessor. It is expected that any lease under the master lease agreement will be structured for a three-year lease term with fixed monthly lease rental payments based on a monthly lease rate factor of 3.4667% of the Lessor’s capital cost. In connection with the entering into the master lease agreement, the Company entered into a warrant agreement with the Lessor, pursuant to which the Company agreed to cancel the previous issued warrant for 72,000 and issue a warrant to purchase 102,000 shares of our common stock to the Lessor and/or its affiliates at an exercise price of $5.00 per share for a period of five years. 18,000 shares vested on October 22, 2014, 13,316 shares on October 28, 2014, 13,606 shares on December 22, 2014, 6,945 shares on February 3, 2015 and 15,799 shares on March 5, 2015. The remaining 18,105 shares will vest on a pro rata basis according to any mounts the Lessor funds pursuant to any lease schedules under the master lease agreement, provided that if we draw on 90% or more of the total lease line under the master lease agreement, then all such shares will be deemed to be vested. The Company recorded the bifurcated value of $309,028 of the warrants issued as additional paid in capital, the value was determine using a Black-Scholes, a level 3 valuation measure.

On June 29, 2015 the Company entered into a $50,000 Convertible promissory note was convertible into Common stock at $3.50 per share. The Convertible promissory note had an 8% annual interest rate, 1-year term and rights to 14,286 warrants with a two year term an exercise price of $5.00 per share. The Company evaluated this transaction under ASC 470-20 “Debt with Conversion and Other Options” and determined that a discount of $50,000 was provided and will be amortized over the 1-year term of the note. As of March 31, 2016 $50,000 was converted into 88,912 shares of common stock and the discount was fully amortized.

On July 1, 2015 the Company entered into a $25,000 Convertible promissory note was convertible into Common stock at $3.50 per share. The Convertible promissory note had an 8% annual interest rate, 1-year term and rights to 7,143 warrants with a two year term an exercise price of $5.00 per share. The Company evaluated this transaction under ASC 470-20 “Debt with Conversion and Other Options” and determined that a discount of $25,000 was provided and will be amortized over the 1-year term of the note. As of March 31, 2016 $25,000 was converted into 44,455 shares of common stock and the discount was fully amortized.

F-24


On July 1, 2015 the Company entered into a $25,000 Convertible promissory note was convertible into Common stock at $3.50 per share. The Convertible promissory note had an 8% annual interest rate, 1-year term and rights to 7,143 warrants with a two year term an exercise price of $5.00 per share. The Company evaluated this transaction under ASC 470-20 “Debt with Conversion and Other Options” and determined that a discount of $25,000 was provided and will be amortized over the 1-year term of the note. As of March 31, 2016 $25,000 was converted into 44,455 shares of common stock and the discount was fully amortized.

On July 1, 2015 the Company entered into a $25,000 Convertible promissory note was convertible into Common stock at $3.50 per share. The Convertible promissory note had an 8% annual interest rate, 1-year term and rights to 7,143 warrants with a two year term an exercise price of $5.00 per share. The Company evaluated this transaction under ASC 470-20 “Debt with Conversion and Other Options” and determined that a discount of $25,000 was provided and will be amortized over the 1-year term of the note. As of March 31, 2016 $25,000 was converted into 44,455 shares of common stock and the discount was fully amortized.

On July 7, 2015 the Company entered into a $25,000 Convertible promissory note was convertible into Common stock at $3.50 per share. The Convertible promissory note had an 8% annual interest rate, 1-year term and rights to 7,143 warrants with a two year term an exercise price of $5.00 per share. The Company evaluated this transaction under ASC 470-20 “Debt with Conversion and Other Options” and determined that a discount of $25,000 was provided and will be amortized over the 1-year term of the note. As of March 31, 2016 $25,000 was converted into 44,455 shares of common stock and the discount was fully amortized.

On July 13, 2015 the Company entered into a $25,000 Convertible promissory note was convertible into Common stock at $3.50 per share. The Convertible promissory note had an 8% annual interest rate, 1-year term and rights to 7,143 warrants with a two year term an exercise price of $5.00 per share. The Company evaluated this transaction under ASC 470-20 “Debt with Conversion and Other Options” and determined that a discount of $25,000 was provided and will be amortized over the 1-year term of the note. As of March 31, 2016 $25,000 was converted into 44,455 shares of common stock and the discount was fully amortized.

On July 17, 2015 the Company entered into a $25,000 Convertible promissory note was convertible into Common stock at $3.50 per share. The Convertible promissory note had an 8% annual interest rate, 1-year term and rights to 7,143 warrants with a two year term an exercise price of $5.00 per share. The Company evaluated this transaction under ASC 470-20 “Debt with Conversion and Other Options” and determined that a discount of $25,000 was provided and will be amortized over the 1-year term of the note. As of March 31, 2016 $25,000 was converted into 44,455 shares of common stock and the discount was fully amortized.

On September 28, 2015 the Company entered into a $75,000 Convertible promissory note was convertible into Common stock at $3.50 per share. The Convertible promissory note had a 15% annual interest rate, 7-month term and rights to 32,000 warrants with a two year term an exercise price of $5.00 per share and 10,000 shares of restricted stock. The Company evaluated this transaction under ASC 470-20 “Debt with Conversion and Other Options” and determined that a discount of $75,000 was provided and will be amortized over the 7-month term of the note. As of March 31, 2016 $75,000 was converted into 270,000 shares of common stock and the discount was fully amortized.

On October 2, 2015 the Company entered into a convertible promissory note for $10,000 that was convertible into common stock at $3.50 per share. The Convertible promissory note had an 8% annual interest rate, 1-year term and rights to 7,143 warrants with a two year term an exercise price of $5.00 per share. The Company evaluated this transaction under ASC 470-20 “Debt with Conversion and Other Options” and determined that a discount of $25,000 was provided and will be amortized over the 1-year term of the note. As of March 31, 2016 $10,000 was converted into 17,782 shares of common stock and the discount was fully amortized.

On October 2, 2015 the Company entered into a convertible promissory note for $25,000 that was convertible into common stock at $3.50 per share. The Convertible promissory note had an 8% annual interest rate, 1-year term and rights to 7,143 warrants with a two year term an exercise price of $5.00 per share. The Company evaluated this transaction under ASC 470-20 “Debt with Conversion and Other Options” and determined that a discount of $25,000 was provided and will be amortized over the 1-year term of the note. As of March 31, 2016 $25,000 was converted into 44,455 shares of common stock and the discount was fully amortized.

F-25


On October 5, 2015 the Company entered into a convertible promissory note for $25,000 that was convertible into common stock at $3.50 per share. The Convertible promissory note had an 8% annual interest rate, 1-year term and rights to 7,143 warrants with a two year term an exercise price of $5.00 per share. The Company evaluated this transaction under ASC 470-20 “Debt with Conversion and Other Options” and determined that a discount of $25,000 was provided and will be amortized over the 1-year term of the note. As of March 31, 2016 $25,000 was converted into 44,455 shares of common stock and the discount was fully amortized.

On November 13, 2015 the Company entered into a convertible promissory note for $50,000 that was convertible into common stock at $3.50 per share. The convertible promissory note had an 8% annual interest rate, 1-year term and rights to 14,286 warrants with a two year term an exercise price of $5.00 per share. The Company evaluated this transaction under ASC 470-20 “Debt with Conversion and Other Options” and determined that a discount of $50,000 was provided and will be amortized over the 1-year term of the note. On December 16, 2015 the note was paid in full and the Company paid a $5,000 pre-payment penalty which the Company changed to interest expense and fully amortized the $50,000 discount.

The fair value of the warrants granted during the year ended March 31, 2016 was estimated at the date of agreement using the Black-Scholes option-pricing model and a level 3 valuation measure, with the following assumptions:

Market value of stock on purchase date $ 3.75     to   $ 7.10  
Risk-free interest rate   .26%     to     1.42%  
Dividend yield         0.00%        
Volatility factor   116%     to     161%  
Weighted average expected life (years)         2        

NOTE 10 – RELATED PARTY TRANSACTIONS

On October 31, 2014, the Company amended the 2013 Equity Incentive Plan to, among other things, to increase the number of shares of stock of the Company available for the grant of awards under the plan from 20,000,000 shares to 35,000,000 shares.

On October 31, 2014, the Company reduced the exercise price of an aggregate of 120,000 stock options granted to Steven P. Nickolas and Richard A. Wright, our directors and executive officers, to $7.50 per share as noted below:

      New Exercise    
    Old Exercise Price per   Number of Stock
Name of Optionee Grant Date Price per Share Share Expiration Date Options
Steven P. Nickolas October 9, 2013 $30.25 $7.50 October 9, 2023 60,000
Richard A. Wright October 9, 2013 $30.25 $7.50 October 9, 2023 60,000

On May 21, 2014, the Company granted a total of 120,000 stock options Steven A. Nickolas and Richard A. Wright (60,000 stock options to each). The stock options are exercisable at the exercise price of $7.275 per share for a period of ten years from the date of grant. 60,000 stock options vested upon the date of grant and 60,000 stock options will vest on November 21, 2014.

On October 9, 2013, the Company granted a total of 120,000 stock options to Steven A. Nickolas and Richard A. Wright (60,000 stock options to each). The stock options are exercisable at the exercise price of $30.25 per share for a period of ten years from the date of grant. For each individual, the stock options vest as follows: (i) 20,000 upon the date of grant; and (ii) 10,000 per quarter until fully vested.

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On October 8, 2013, the Company issued a total of 20,000,000 shares of non-convertible Series A Preferred Stock to Steven A. Nickolas and Richard A. Wright (10,000,000 shares to each), our directors and executive officers, in consideration for the past services, at a deemed value of $0.001 per share. We valued these shares based on the cost considering the time and average billing rate of these individuals and recorded a $20,000 stock compensation cost for the year ended March 31, 2014.

On January 29, 2016, the Company granted a total of 3,000,000 stock options Steven A. Nickolas and Richard A. Wright (1,500,000 stock options to each). The stock options are exercisable at the exercise price of $0.52 per share for a period of 7.6 years from the date of grant and vested upon the date of grant.

Effective March 31, 2016, the Company issued a total of 3,000,000 shares of our Series C Preferred Stock to Steven P. Nickolas and Richard A. Wright (1,500,000 shares to each), our directors and executive officers, pursuant to their employment agreements dated effective March 1, 2016.

On April 2, 2014, the Company entered into a sale-leaseback transaction with Water Engineering Solutions LLC, an entity that is controlled and owned by an officer, director and shareholder, for specialized equipment with an original cost of $208,773 and that was acquired in August 2013. The Company received proceeds of $188,000 in April 2014. The lease terms are 60 monthly payments of $3,812, payable 30 days after installation of the equipment and a purchase option of $1.00. The Company recorded a loss on sales leaseback of $20,773.

As of March 31, 2014, the Company had $0 in equipment deposits with an entity that is controlled and owned by an officer, director and shareholder of the Company. During the year ended March 31, 2014, the Company provided $201,900 of deposits on equipment used to produce our alkaline water to an entity that is controlled and owned by an officer, director and shareholder of the Company. During the month of March 2014, these funds were returned to the Company.

During the year ended March 31, 2014 the Company acquired equipment of $208,773 and $10,287 from an entity that is controlled and majority-owned by an officer, director and shareholder of the Company.

On January 17, 2014 the Company entered into an equipment lease with Water Engineering Solutions LLC, an entity that is controlled and owned by an officer, director and shareholder, for specialized equipment used to make our alkaline water totaling $190,756 and agreed to a 60-month term at $2,512 per month and a final payment of $28,585. On February 12, 2014 the Company amended this lease, as noted above, with equipment deposits of $201,900 being returned to the Company. In addition, the lease terms were amended to 60 monthly payments of $3,864, payable 30 days after installation of the equipment and a purchase option of $1.00.

On August 1, 2013, the Company entered into a 3-year sub-lease agreement requiring a monthly payment of $2,085 for office space in Scottsdale, Arizona, with a basic monthly lease increase of 8% and 7% on each anniversary date. The Company or the landlord can cancel the lease with 30 days’ notice. The sub-lessor is an entity owned by the Company’s Chief Executive Officer and President.

Under the terms of the exclusive manufacturing agreement entered into on April 15, 2013 between the Company and Water Engineering Solutions LLC, a related party, the Company paid $690,000 on May 1 2014 for specialized equipment used in the production of our alkaline water. Under this agreement, the Company paid deposits on equipment as follows: May 1, 2014 $690,000, June 27, 2014 $21,500, July 1, 2014 $115,000, August 7, 2014 $10,000, August 5, 2014 $5,000, August 19, 2014 $2,000, August 22, 2014 $100,000, October 14, 2014 $70,000, November 4, 2014 $7,676 and November 7, 2014 $5,002. The Company received equipment valued at $278,769 and reduced the deposit on equipment. During the year ended March 31, 2016 the company made purchased equipment of $312,500 to Water Engineering Solutions. Water Engineering Solutions, LLC is an entity that is controlled and majority owned by Steven P. Nickolas and Richard A. Wright for the production of our alkaline water.

Employment Agreement with Steven P. Nickolas

F-27


On March 30, 2016, the Company entered into an employment agreement dated effective March 1, 2016 with Steven P. Nickolas, our president, chief executive officer and director, pursuant to which Mr. Nickolas agreed to perform such duties as are regularly and customarily performed by the president and chief executive officer of a corporation, and any other duties consistent with Mr. Nickolas’s position in our company. Pursuant to the terms of the employment agreement, the Company have agreed to (i) pay Mr. Nickolas $15,000 per month or such other amount as may be determined by our board of directors from time to time; and (ii) issue to Mr. Nickolas 1,500,000 shares of our Series C Preferred Stock (issued effective as of March 31, 2016). The Company also agreed that each of the following events constitute a “Negotiated Trigger Event” as defined in the Certificate of Designation for the Series C Preferred Stock: (i) the occurrence of a change of control event; (ii) the death of Mr. Nickolas; and (iii) the termination of the employment agreement for any reason.

In addition, the Company may (i) grant awards under our 2013 equity incentive plan to Mr. Nickolas from time to time and (ii) pay to Mr. Nickolas an annual discretionary performance bonus in an amount to be determined by our board of directors in its sole discretion. Mr. Nickolas will also be eligible to participate in other bonus programs offered by our company to our senior staff from time to time.

In addition, Mr. Nickolas will be entitled to participate in all of our employee benefit plans provided by our company to our senior officers. If the Company does not provide such plans at any time, the Company agreed to reimburse Mr. Nickolas for the reasonable cost of any such plans obtained privately. The Company also agreed to (i) provide Mr. Nickolas with vehicle leased in our company’s name, with lease payments not exceeding $700/month or such other amount as may be determined by our board of directors; (ii) pay Mr. Nickolas an allowance of $5,000 per month or such other amount as may be determined by our board of directors, which may be used by Mr. Nickolas as he sees fit, including without limitation, the funding of non-qualified retirement plans; (iii) reimburse Mr. Nickolas for any expenses that he incurs in connection with his duties under his employment agreement. Mr. Nickolas will be entitled in each year to five weeks’ paid vacation, in addition to weekends and statutory holidays, to be taken in installments of no more than three consecutive weeks of paid time off.

The initial term of the employment agreement is three years and, on the third anniversary of the effective date of the employment and on each annual anniversary date thereafter, the term of the employment agreement will automatically be extended by one additional year unless either party gives 90 days’ written notice to the other of its intention not to renew the employment agreement.

If, within 90 days of the occurrence of a change of control event, Mr. Nickolas resigns from his employment relationship with our company or our company terminates his employment agreement for any reason other than for just cause, then the Company agreed to pay Mr. Nickolas severance in an amount equal to the following: 36 months’ salary plus an amount, if any, equal to the following: one month’s salary multiplied by the number of calendar years, starting on the effective date of the employment agreement, that Mr. Nickolas is employed by our company under his employment agreement.

The Company may terminate Mr. Nickolas’s employment at any time for other than just cause by delivering to Mr. Nickolas written notice of termination. In such a case, the Company agreed to pay Mr. Nickolas severance in an amount equal to the following: 36 months’ salary plus an amount, if any, equal to the following: one month’s salary multiplied by the number of calendar years, starting on the effective date of the employment, that Mr. Nickolas is employed by our company under his employment agreement.

Subject to applicable employment laws or similar legislation, the Company may terminate Mr. Nickolas’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. Mr. Nickolas’s employment will automatically terminate on his death. In the event Mr. Nickolas’s employment with our company terminates by reason of Mr. Nickolas’s death or disability, then upon and immediately effective on the date of termination the Company agreed to promptly pay and provide Mr. Nickolas (or in the event of Mr. Nickolas’s death, Mr. Nickolas’s estate); any unpaid salary and any outstanding and accrued regular and special vacation pay through the date of termination; reimbursement for any unreimbursed expenses incurred through to the date of termination; and any outstanding amounts due under any awards which will be dealt with in accordance with our 2013 equity incentive plan and award agreement. In the event Mr. Nickolas’s employment is terminated due to a disability, the Company agreed to pay to Mr. Nickolas the severance referred to above.

F-28


The Company may terminate Mr. Nickolas’s employment for just cause at any time by delivering to Mr. Nickolas written notice of termination. In the event that Mr. Nickolas’s employment with our company is terminated by our company for just cause, Mr. Nickolas 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. Nickolas by our company as of the date of termination, except for any awards under our 2013 equity incentive plan will be dealt with in accordance with the plan and award agreement.

Provided that Mr. Nickolas has acted within the scope of his authority, the Company agreed to indemnify and save harmless Mr. Nickolas (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.

Mr. Nickolas agreed to indemnify and save harmless our company against, and agree to hold it harmless from, any and all damages, injuries, claims, demands, actions, liability, costs and expenses (including reasonable legal fees) incurred or made against our company arising from or connected with the performance or non-performance of his employment by him or the beach of any warranty, representation or covenant herein by him, other than claims by him pursuant to his employment agreement.

If and to the extent the Company 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, the Company agreed that Mr. Nickolas 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.

Employment Agreement with Richard A. Wright

On March 30, 2016, the Company entered into an employment agreement dated effective March 1, 2016 with Richard A. Wright, our vice-president, secretary, treasurer and director, pursuant to which Mr. Wright agreed to perform such duties as are regularly and customarily performed by the vice president, secretary and treasurer of a corporation, and any other duties consistent with Mr. Wright’s position in our company. Pursuant to the terms of the employment agreement, the Company have agreed to (i) pay Mr. Wright $14,000 per month or such other amount as may be determined by our board of directors from time to time; and (ii) issue to Mr. Wright 1,500,000 shares of our Series C Preferred Stock (issued effective as of March 31, 2016). The Company also agreed that each of the following events constitute a “Negotiated Trigger Event” as defined in the Certificate of Designation for the Series C Preferred Stock: (i) the occurrence of a change of control event; (ii) the death of Mr. Wright; and (iii) the termination of the employment agreement for any reason.

In addition, the Company may (i) grant awards under our 2013 equity incentive plan to Mr. Wright from time to time and (ii) pay to Mr. Wright an annual discretionary performance bonus in an amount to be determined by our board of directors in its sole discretion. Mr. Wright will also be eligible to participate in other bonus programs offered by our company to our senior staff from time to time.

In addition, Mr. Wright will be entitled to participate in all of our employee benefit plans provided by our company to our senior officers. If the Company do not provide such plans at any time, the Company agreed to reimburse Mr. Wright for the reasonable cost of any such plans obtained privately. The Company also agreed to (i) provide Mr. Wright with vehicle leased in our company’s name, with lease payments not exceeding $700/month or such other amount as may be determined by our board of directors; (ii) pay Mr. Wright an allowance of $5,000 per month or such other amount as may be determined by our board of directors, which may be used by Mr. Wright as he sees fit, including without limitation, the funding of non-qualified retirement plans; (iii) reimburse Mr. Wright for any expenses that he incurs in connection with his duties under his employment agreement. Mr. Wright will be entitled in each year to five weeks’ paid vacation, in addition to weekends and statutory holidays, to be taken in installments of no more than three consecutive weeks of paid time off.

F-29


The initial term of the employment agreement is three years and, on the third anniversary of the effective date of the employment and on each annual anniversary date thereafter, the term of the employment agreement will automatically be extended by one additional year unless either party gives 90 days’ written notice to the other of its intention not to renew the employment agreement.

If, within 90 days of the occurrence of a change of control event, Mr. Wright resigns from his employment relationship with our company or our company terminates his employment agreement for any reason other than for just cause, then the Company agreed to pay Mr. Wright severance in an amount equal to the following: 36 months’ salary plus an amount, if any, equal to the following: one month’s salary multiplied by the number of calendar years, starting on the effective date of the employment agreement, that Mr. Wright is employed by our company under his employment agreement.

The Company may terminate Mr. Wright’s employment at any time for other than just cause by delivering to Mr. Wright written notice of termination. In such a case, the Company agreed to pay Mr. Wright severance in an amount equal to the following: 36 months’ salary plus an amount, if any, equal to the following: one month’s salary multiplied by the number of calendar years, starting on the effective date of the employment, that Mr. Wright is employed by our company under his employment agreement.

Subject to applicable employment laws or similar legislation, the Company may terminate Mr. Wright’s employment in the event he has been unable to perform his duties for a period of eight consecutive months or a cumulative period of 12 months in any consecutive 24 month period, because of a physical or mental disability. Mr. Wright’s employment will automatically terminate on his death. In the event Mr. Wright’s employment with our company terminates by reason of Mr. Wright’s death or disability, then upon and immediately effective on the date of termination the Company agreed to promptly pay and provide Mr. Wright (or in the event of Mr. Wright’s death, Mr. Wright’s estate); any unpaid salary and any outstanding and accrued regular and special vacation pay through the date of termination; reimbursement for any unreimbursed expenses incurred through to the date of termination; and any outstanding amounts due under any awards which will be dealt with in accordance with our 2013 equity incentive plan and the award agreement. In the event Mr. Wright’s employment is terminated due to a disability, the Company agreed to pay to Mr. Wright the severance referred to above.

The Company may terminate Mr. Wright’s employment for just cause at any time by delivering to Mr. Wright written notice of termination. In the event that Mr. Wright’s employment with our company is terminated by our company for just cause, Mr. Wright will not be entitled to any additional payments or benefits (except as otherwise provided in his employment agreement), other than for amounts due and owing to Mr. Wright by our company as of the date of termination, except for any awards under our 2013 equity incentive plan will be dealt with in accordance with the plan and award agreement.

Provided that Mr. Wright has acted within the scope of his authority, the Company agreed to indemnify and save harmless Mr. Wright (including his heirs and legal representatives) against any and all costs, claims and expenses (including any amounts paid to settle any actions or satisfy any judgments) which: he may suffer or incur by reason of any matter or thing which he may in good faith do or have done or caused to be done as an employee, officer or director of our company, any of its subsidiaries or of any of their respective affiliates; or was reasonably incurred by him in respect of any civil, criminal or administrative action or proceeding to which he is made a party by reason of being or having been an employee, officer or director of our company, any of its subsidiaries or of any of their respective affiliates; provided that, the foregoing indemnification will apply only if: he acted honestly and in good faith with a view to the best interests of our company, any of its subsidiaries or any of their respective affiliates; and in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, he had reasonable grounds for believing that his conduct was lawful.

Mr. Wright agreed to indemnify and save harmless our company against, and agree to hold it harmless from, any and all damages, injuries, claims, demands, actions, liability, costs and expenses (including reasonable legal fees) incurred or made against our company arising from or connected with the performance or non-performance of his employment by him or the beach of any warranty, representation or covenant herein by him, other than claims by him pursuant to his employment agreement.

F-30


If and to the extent the Company 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, the Company agreed that Mr. Wright will be included as an officer and director who is covered by such policy on a basis no less favorable than made available to other executives of our company.

NOTE 11 – INCOME TAXES

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The Company recorded the valuation allowance due to the uncertainty of future realization of federal and state net operating loss carryforwards. The deferred income tax assets are comprised of the following at March 31:

    2016     2015  
Deferred income tax assets: $  2,100,000   $  1,270,000  
Valuation allowance   (2,100,000 )   (1,270,000 )
Net total $  -   $  -  

At March 31, 2016, the Company had net operating loss carryforwards of approximately $7,790,000 and net operating loss carryforwards expire in 2023 through 2034.

The valuation allowance was increased by $830,000 during the year ended March 31, 2016. The current income tax benefit of $830,000 and $1,270,000 generated for the years ended March 31, 2016 and 2015, respectively, was offset by an equal increase in the valuation allowance. The valuation allowance was increased due to uncertainties as to the Company’s ability to generate sufficient taxable income to utilize the net operating loss carryforwards and other deferred income tax items.

The Company recognizes interest and penalties related to uncertain tax positions in general and administrative expense. As of March 31, 2016, the Company has no unrecognized uncertain tax positions, including interest and penalties

NOTE 12 – COMMITMENTS AND CONTINGENCIES

Leases

The Company has long-term leases for its offices under cancelable operating leases from August 1, 2013 through September 30, 2017. At March 31, 2016, future minimum contractual obligations were as follows:

    Facilities     Equipment  
Year ending March 31, 2017 $  87,648   $  10,436  
Year ending March 31, 2018   42,000     4,348  
Total Minimum Lease Payments: $  129,648   $  14,784  

On October 3, 2014, the Company entered into a 3-year sub-lease agreement requiring a monthly payment of $5,000 for office space in Scottsdale, Arizona, with a basic monthly lease increase to $6,000 per month in second year of the lease and to $7,000 per month in the third year of the lease. The Company shall have the option to extend this lease for one (1) additional three (3) year term for increased monthly rent.

F-31


On August 1, 2013 the Company entered into a 3-year sub-lease agreement requiring a monthly payment of $2,085 for office space in Scottsdale, Arizona, with a basic monthly lease increase of 8% and 7% on each anniversary date. The Company or the landlord can cancel the lease with 30 days’ notice. The sub-lessor is an entity owned by the Company’s Chief Executive Officer and President.

On August 2, 2013 the Company entered into a 4-year lease agreement for certain office equipment requiring a monthly payment of $870.

NOTE 13 – CAPITAL LEASE

On January 17, 2014, the Company entered into an equipment lease with Water Engineering Solutions LLC, an entity that is controlled and owned by an officer, director and shareholder, for specialized equipment used to make our alkaline water with a stated value of $190,756 and agreed to a 60 month term at $3,864 per month and a purchase option of $1 which commenced on May 1, 2014.

On April 2, 2014, the Company entered into a capital lease agreement with Water Engineering Solutions LLC, an entity that is controlled and owned by an officer, director and shareholder, for specialized equipment used to make our alkaline water with a stated value of $188,000, terms of 60 monthly payments of $3,812, payable 30 days after installation of the equipment and a purchase option of $1.00 which commenced on July 1, 2014.

On October 22, 2014 the Company agreed to purchase the specialized equipment use to make our alkaline water that were previously reflected as capital lease on January 17, 2014 and April 2, 2014. During the quarter ended December 31, 2014, the Company purchased these capital leases of specialized equipment for $347,161, the lease liability on the date of purchase.

On October 22, 2014, the Company entered into a master lease agreement with Veterans Capital Fund, LLC (the “Lessor”) for the secured lease line of credit financing in an amount not to exceed $600,000. The lease is expected to be secured by three new alkaline generating electrolysis system machines. Our wholly-owned subsidiary, Alkaline 88, LLC, and Water Engineering Solutions, LLC acted as co-lessees. Water Engineering Solutions, LLC is an entity that is controlled and owned by our President, Chief Executive Officer, director and major stockholder, Steven P. Nickolas, and our Vice-President, Secretary, Treasurer and director, Richard A. Wright. Pursuant to the master lease agreement, the Lessor agreed to lease to us the equipment described in any equipment schedule signed by us and approved by the Lessor. It is expected that any lease under the master lease agreement will be structured for a three year lease term with fixed monthly lease rental payments based on a monthly lease rate factor of 3.4667% of the Lessor’s capital cost. In connection with the entering into the master lease agreement, the Company also entered into a warrant agreement with the Lessor, pursuant to which the Company agreed to issue a warrant to purchase72,000 shares of our common stock to the Lessor and/or its affiliates at an exercise price of $6. 25 per share for a period of five years, 18,000 shares vested.

On February 25, 2015, the Company amended the master lease agreement with Veterans Capital Fund, LLC for the increase in the secured lease line of credit financing to an amount not to exceed $800,000. The lease was secured by new alkaline generating electrolysis system machines by our wholly-owned subsidiary, Alkaline 88, LLC, and Water Engineering Solutions, LLC. Water Engineering Solutions, LLC is an entity that is controlled and owned by our President, Chief Executive Officer, director and major stockholder, Steven P. Nickolas, and our Vice-President, Secretary, Treasurer and director, Richard A. Wright. Pursuant to the master lease agreement, the Lessor agreed to lease to us the equipment described in any equipment schedule signed by us and approved by the Lessor. It is expected that any lease under the master lease agreement will be structured for a three year lease term with fixed monthly lease rental payments based on a monthly lease rate factor of 3.4667% of the Lessor’s capital cost. In connection with the entering into the master lease agreement, the Company entered into a warrant agreement with the Lessor, pursuant to which the Company agreed to cancel the previous issued warrant for72,000 and issue a warrant to purchase 102,000 shares of our common stock to the Lessor and/or its affiliates at an exercise price of $5.00 per share for a period of five years. 18,000 shares vested on October 22, 2014, 13,316 shares on October 28, 2014, 13,606 shares on December 22, 2014, 6,945 shares on February 3, 2015 and 15,799 shares on March 5, 2015. The remaining 18,105 shares will vest on a pro rata basis according to any mounts the Lessor funds pursuant to any lease schedules under the master lease agreement, provided that if the Company draws on 90% or more of the total lease line under the master lease agreement, then all such shares will be deemed to be vested. The Company recorded the bifurcated value of $309,028 of the warrants issued as additional paid in capital, the value was determine using a Black-Scholes, a level 3 valuation measure.

F-32


During the year ended March 31, 2015 the Company agreed to lease the specialized equipment used to make our alkaline water with a value of $735,781 under the above Master Lease agreement. The Company evaluated this lease under ASC 840-30 “Leases- Capital Leases” and concluded that these lease where a capital asset.

NOTE 14 – NOTES PAYABLE

On May 11, 2015, the Company entered into a securities purchase agreement with Assurance Funding Solutions LLC, pursuant to which the Company issued a secured term note of our company in the aggregate principal amount of $250,000, together with 20,000 shares of our common stock, in consideration for $250,000. The secured term note bears interest at the rate of 15% per annum and matures on May 11, 2016. The Company may prepay the note by paying the holder 110% of the principal amount outstanding together with accrued but unpaid interest thereon, provided that the Company provide written notice to the holder at least 30 days prior to the date of prepayment. Pursuant to the securities purchase agreement, the Company paid Assurance Funding Solutions LLC $10,000 for legal fees incurred by it and granted it piggyback registration rights. In connection with the securities purchase agreement, the Company also entered into a general security agreement dated May 11, 2015 with Assurance Funding Solutions LLC. The Company evaluated this transaction under ASC 470-20-30 “Debt – liability and equity component” determine that a Debt Discount of $79,000 was provided and will be amortized over the 1-year term of the note. As of March 31, 2016, $13.167 was unamortized and amortization of debt discount for the year was $65,833.

On August 19, 2015, the Company entered into a securities purchase agreement pursuant to which the Company issued a secured term note of our company in the aggregate principal amount of $240,000, together with 20,000 shares of our common stock, in consideration for $200,000. The secured term note bears requires monthly payments of $20,000 per month, along with a final payment due on August 20, 2016.

On November 30, 2015, the Company entered into a loan agreement with a lender, whereby the lender loaned $750,000 to the company in exchange for a non-negotiable promissory note in the principal amount of $750,000 which bears interest at the rate of 15% per annum and matures on the date that is 60 days after November 30, 2015. On January 25, 2016 the note term was extended to March 31, 2016. This loan was repaid on March 4, 2016.

The loan agreement provides that the Company’s obligations to the lender will be secured by an escrow agreement, pursuant to which the Company deposited into escrow a certificate representing $1.5 million worth of shares of its common stock. Pursuant to the escrow agreement, the Company deposited a share certificate representing 526,316 shares of the Company common stock valued at $1.5 million. Pursuant to the escrow agreement, (i) in the event that there is any event of default that is not cured in accordance with the loan agreement, the escrow agent is to deliver the certificate to the lender and (ii) in the event that the company repays the loan pursuant to the loan agreement and there is no event of default that is not cured in accordance with the loan agreement at the time of repayment, the escrow agent is to deliver the certificate to the transfer agent of our company and request the transfer agent to cancel the escrowed shares.

Pursuant to the loan agreement, the Company also granted piggyback registration rights to the lender with respect to the escrowed shares.

As of January 25, 2016, the Company entered into a loan agreement with a lender, whereby the Lender loaned $750,000 to our company in exchange for a non-negotiable promissory note in the principal amount of $750,000. The Note bears interest at the rate of 15% per annum and matures on March 31, 2016. This loan was repaid on March 4, 2016.

The loan agreement provides that our obligations to the Lender will be secured by an escrow agreement, pursuant to which the Company will deposit into escrow a certificate representing 1,500,000 shares of our common stock. As of January 25, 2016, the Company entered into an escrow agreement with the Lender and an escrow agent. Pursuant to the escrow agreement, the Company deposited a share certificate representing the escrowed shares with the escrow agent. Pursuant to the escrow agreement, (i) in the event that there is any event of default that is not cured in accordance with the loan agreement, the escrow agent is to deliver the certificate to the Lender and (ii) in the event that our company repays the loan pursuant to the Loan Agreement and there is no event of default that is not cured in accordance with the loan agreement at the time of repayment, the escrow agent is to deliver the Certificate to the transfer agent of our company and request the transfer agent to cancel the escrowed shares.

F-33


Pursuant to the loan agreement, the Company also granted piggyback registration rights to the Lender with respect to the escrowed shares.

NOTE 15 – CONVERTIBLE NOTES PAYABLE

On June 29, 2015 the Company entered into a $50,000 Convertible promissory note was convertible into Common stock at $3.50 per share. The Convertible promissory note had an 8% annual interest rate, 1-year term and rights to 14,286 warrants with a two year term an exercise price of $5.00 per share. The Company evaluated this transaction under ASC 470-20 “Debt with Conversion and Other Options” and determined that a discount of $50,000 was provided and will be amortized over the 1-year term of the note. As of March 31, 2016 $50,000 was converted into 88,912 shares of common stock and the discount was fully amortized.

On July 1, 2015 the Company entered into a $25,000 Convertible promissory note was convertible into Common stock at $3.50 per share. The Convertible promissory note had an 8% annual interest rate, 1-year term and rights to 7,143 warrants with a two year term an exercise price of $5.00 per share. The Company evaluated this transaction under ASC 470-20 “Debt with Conversion and Other Options” and determined that a discount of $25,000 was provided and will be amortized over the 1-year term of the note. As of December 31, 2015 $12,500 was amortized. As of March 31, 2016 $25,000 was converted into 44,455 shares of common stock and the discount was fully amortized.

On July 1, 2015 the Company entered into a $25,000 Convertible promissory note was convertible into Common stock at $3.50 per share. The Convertible promissory note had an 8% annual interest rate, 1-year term and rights to 7,143 warrants with a two year term an exercise price of $5.00 per share. The Company evaluated this transaction under ASC 470-20 “Debt with Conversion and Other Options” and determined that a discount of $25,000 was provided and will be amortized over the 1-year term of the note. As of December 31, 2015 $12,500 was amortized. As of March 31, 2016 $25,000 was converted into 44,455 shares of common stock and the discount was fully amortized.

On July 1, 2015 the Company entered into a $25,000 Convertible promissory note was convertible into Common stock at $3.50 per share. The Convertible promissory note had an 8% annual interest rate, 1-year term and rights to 7,143 warrants with a two year term an exercise price of $5.00 per share. The Company evaluated this transaction under ASC 470-20 “Debt with Conversion and Other Options” and determined that a discount of $25,000 was provided and will be amortized over the 1-year term of the note. As of December 31, 2015, 12,500 was amortized. As of March 31, 2016 $25,000 was converted into 44,455 shares of common stock and the discount was fully amortized.

On July 7, 2015 the Company entered into a $25,000 Convertible promissory note was convertible into Common stock at $3.50 per share. The Convertible promissory note had an 8% annual interest rate, 1-year term and rights to 7,143 warrants with a two year term an exercise price of $5.00 per share. The Company evaluated this transaction under ASC 470-20 “Debt with Conversion and Other Options” and determined that a discount of $25,000 was provided and will be amortized over the 1-year term of the note. As of December 31, 2015 $12,500 was amortized. As of March 31, 2016 $25,000 was converted into 44,455 shares of common stock and the discount was fully amortized.

On July 13, 2015 the Company entered into a $25,000 Convertible promissory note was convertible into Common stock at $3.50 per share. The Convertible promissory note had an 8% annual interest rate, 1-year term and rights to 7,143 warrants with a two year term an exercise price of $5.00 per share. The Company evaluated this transaction under ASC 470-20 “Debt with Conversion and Other Options” and determined that a discount of $25,000 was provided and will be amortized over the 1-year term of the note. As of December 31, 2015 $12,500 was amortized.

F-34


As of March 31, 2016 $25,000 was converted into 44,455 shares of common stock and the discount was fully amortized.

On July 17, 2015 the Company entered into a $25,000 Convertible promissory note was convertible into Common stock at $3.50 per share. The Convertible promissory note had an 8% annual interest rate, 1-year term and rights to 7,143 warrants with a two year term an exercise price of $5.00 per share. The Company evaluated this transaction under ASC 470-20 “Debt with Conversion and Other Options” and determined that a discount of $25,000 was provided and will be amortized over the 1-year term of the note. As of December 31, 2015 $12,500 was amortized. As of March 31, 2016 $25,000 was converted into 44,455 shares of common stock and the discount was fully amortized.

On September 28, 2015 the Company entered into a $75,000 Convertible promissory note was convertible into Common stock at $3.50 per share. The Convertible promissory note had a 15% annual interest rate, 7-month term and rights to 32,000 warrants with a two year term an exercise price of $5.00 per share and 10,000 shares of restricted stock. The Company evaluated this transaction under ASC 470-20 “Debt with Conversion and Other Options” and determined that a discount of $75,000 was provided and will be amortized over the 7-month term of the note. As of December 31, 2015 $18,750 was amortized. As of March 31, 2016 $75,000 was converted into 270,000 shares of common stock and the discount was fully amortized.

On October 5, 2015 the Company entered into a convertible promissory note for $25,000 that was convertible into common stock at $3.50 per share. The Convertible promissory note had an 8% annual interest rate, 1-year term and rights to 7,143 warrants with a two year term an exercise price of $5.00 per share. The Company evaluated this transaction under ASC 470-20 “Debt with Conversion and Other Options” and determined that a discount of $25,000 was provided and will be amortized over the 1-year term of the note. As of March 31, 2016 $25,000 was converted into 44,455 shares of common stock and the discount was fully amortized.

On November 13, 2015 the Company entered into a convertible promissory note for $50,000 that was convertible into common stock at $3.50 per share. The convertible promissory note had an 8% annual interest rate, 1-year term and rights to 14,286 warrants with a two year term an exercise price of $5.00 per share. The Company evaluated this transaction under ASC 470-20 “Debt with Conversion and Other Options” and determined that a discount of $50,000 was provided and will be amortized over the 1-year term of the note. On December 16, 2015 the note was paid in full and the Company paid a $5,000 pre-payment penalty which the Company changed to interest expense and fully amortized the $50,000 discount.

On March 31, 2016, the Company entered into a promissory note and warrant exchange agreement (the March Exchange Agreement”) with six holders of our promissory notes (each, a “Note”) in the aggregate principal amount of $310,000 and warrants (each, a “March Warrant”) to purchase an aggregate of 88,563 shares of our common stock, whereby the Company exchanged the holders’ Notes and March Warrants, for no additional consideration, for an aggregate of 551,246 shares of our common stock (the “March Exchange”), and following the March Exchange, the Notes and March Warrants were automatically cancelled and terminated and the holders have no further rights pursuant to the Notes, March Warrants and any agreement or instrument pursuant to which such Notes or March Warrants were issued.

NOTE 16 – SUBSEQUENT EVENTS

On April 1, 2016, the Company issued 5,000 common shares to consultant for services rendered that were valued at the market value on that date of $1.65 per share.

On April 1, 201, the Company issued 12,500 common shares to consultant for services rendered that were valued at the market value on that date of $1.65 per share.

On of May 16, 2016, the Company entered into a warrant exchange agreement (the “May Exchange Agreement”) with six holders of our warrants (each, a “May Warrant”) to purchase an aggregate of 163,202 shares of our common stock, whereby the Company exchanged the holders’ May Warrants, for no additional consideration, for an aggregate of 163,202 shares of our common stock (the “May Exchange”), and following the May Exchange, the May Warrants were automatically cancelled and terminated and the holders have no further rights pursuant to the May Warrants and any agreement or instrument pursuant to which such May Warrants were issued.

F-35


On June 1, 2016, the Company issued 65,000 common shares to consultant for services rendered that were valued at the market value on that date of $1.75 per share.

On June 10, 2016, the Company entered into loan agreements with five lenders, pursuant to which the Company issued promissory notes in the aggregate principal amount of $260,000 in exchange for the loan in the amount of $260,000. The promissory notes bear interest at the rate of 10% per annum, payable quarterly. Payment of the principal and interest is due and payable on or before June 10, 2017. The lenders have the option to convert the amount due under the promissory notes into shares of our common stock at a conversion price of $1.00 per share.

On June 14, 2016, pursuant to the May Exchange Agreement, the Company issued an aggregate of 163,202 shares of our common stock upon exchange of the above mentioned May Warrants valued at the market value on that date of $1.98 per share.

On July 6, 2016, the Company issued an aggregate of 425,000 shares of our common stock to three investors in a private placement, at a purchase price of $1.00 per share for gross proceeds of $425,000.

F-36


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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

We maintain “disclosure controls and procedures”, as that term is defined in Rule 13a-15(e), promulgated by the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended. Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in our company’s reports filed under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and our principal financial officer to allow timely decisions regarding required disclosure.

As required by paragraph (b) of Rules 13a-15 under the Securities Exchange Act of 1934, our management, with the participation of our principal executive officer and our principal financial officer, evaluated our company’s disclosure controls and procedures as of the end of the period covered by this annual report on Form 10-K. Based on this evaluation, our management concluded that as of the end of the period covered by this annual report on Form 10-K, our disclosure controls and procedures were effective.

Internal Control over Financial Reporting

Management’s Annual Report on Internal Control over Financial Reporting

Our management, including our principal executive officer and our principal financial officer, is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934).

Our management, with the participation of our principal executive officer and our principal financial officer, evaluated the effectiveness of our internal control over financial reporting as of March 31, 2016. Our management’s evaluation of our internal control over financial reporting was based on the framework in Internal Control—Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, our management concluded that our internal control over financial reporting was effective as of March 31, 2016 and that there were no material weaknesses in our internal control over financial reporting.

A material weakness is a deficiency or a combination of control deficiencies in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

Limitations on Effectiveness of Controls

Our principal executive officer and our principal financial officer do not expect that our disclosure controls or our internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additional controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.


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Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the fourth quarter of our fiscal year ended March 31, 2016 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B. OTHER INFORMATION

None.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Directors and Executive Officers

All directors of our company hold office until the next annual meeting of our stockholders or until their successors have been elected and qualified, or until their death, resignation or removal. The executive officers of our company are appointed by our board of directors and hold office until their death, resignation or removal from office.

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

Name Position Held with Our Company Age Date First Elected or Appointed
Steven P. Nickolas Chairman, President, Chief Executive Officer and Director 60 May 31, 2013
Richard A. Wright Vice-President, Secretary, Treasurer and Director 58 May 31, 2013

Business Experience

The following is a brief account of the education and business experience of 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:

Steven P. Nickolas

In 2008, Mr. Nickolas was appointed President of Nutripure Beverages, Inc., a small cap pink sheet company that intended to launch a beverage product that was developed by him, on a national basis. The company was unsuccessful in raising the necessary capital, at which time Mr. Nickolas resigned his position after three months with the company and proceeded to investigate other financial opportunities. From May 2008 to July 2010, Mr. Nickolas was a founder of and acted as the president, secretary, treasurer and a director of Northsight Capital, Inc., a publicly-traded financial holding company (OTCBB: NCAP), which was sold in order to support the ongoing research and development of various beverage products. During this time Mr. Nickolas founded Jayger International, LTD, which involved the sale of a variety of healthy products in Japan and other Asian countries. Mr. Nickolas also engaged in a number of consulting activities with both large and small companies and continued to remain active in the food and beverage industry. During this same period of time Mr. Nickolas founded The Healthy Food Project, Inc., a 501(c)(3) non-profit organization dedicated to promoting the development of healthy foods and beverages for the public use. Over the past two years Mr. Nickolas has focused his attention on the commercial development of the water electrolysis process utilized in Alkaline 88, LLC.


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Effective as of May 31, 2013, Mr. Nickolas was appointed as chairman, president, chief executive officer, secretary and a director of our company. On August 7, 2013, our board of directors replaced Mr. Nickolas as secretary of our company with Richard A. Wright.

Mr. Nickolas graduated from Claremont Men’s College (Now Claremont-Mckenna College) in 1977 with a Bachelor of Science Degree in Economics and Political Philosophy. He did post-graduate studies at Cal Poly Pomona in Psychology in 1978. He also attended Claremont Graduate School in 1978 in Government studies.

We believe that Mr. Nickolas is qualified to serve on our board of directors because of his knowledge of our current operations in addition to his education and business experiences described above.

Richard A. Wright

Mr. Wright is a Certified Public Accountant. He graduated Magnum Cum Laude in 1978 from Mount Union University in Alliance, Ohio. He has done graduate level MBA courses at Case Western Reserve College in Cleveland, Ohio. In 2008, Mr. Wright became the Chief Financial Officer for PCT International. PCT is a leading worldwide developer and manufacturer of last mile and access network solutions for broadband communication networks. PCT focuses on innovative and cost-effective solutions that allow service providers to improve system integrity and expand service offerings. It has manufacturing plants in USA and China and sells their products in 42 countries. In 2010, Mr. Wright began his own tax and accounting CPA firm in Scottsdale, Arizona, Wright Tax Solutions PLC. Mr. Wright also began Wright Investment Group, LLC, a small equity participation firm that helps provide seed capital through micro loans and financial expertise to start-up enterprises.

Effective as of May 31, 2013, Mr. Wright was appointed as vice-president, treasurer and a director of our company. On August 7, 2013, our board of directors appointed Mr. Wright as secretary of our company.

We believe that Mr. Wright is qualified to serve on our board of directors because of his knowledge of our current operations in addition to his education and business experiences described above.

Family Relationships

There are no family relationships between any director or executive officer.

Involvement in Certain Legal Proceedings

Except as disclosed below, none of our directors and executive officers has been involved in any of the following events during the past ten years:

  (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; engaging in any type of business practice; 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;



- 29 -

  (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; or (ii) any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease- and-desist order, or removal or prohibition order; or (iii) any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

     
  (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.

In 2010 Steven P. Nickolas discovered, by way of a forensic audit, that he had been paying the wrong bank for holding his principal home mortgage. Mr. Nickolas initiated a lawsuit in the Federal Court, District of Arizona, seeking to determine the appropriate lender holding the note on his first mortgage. Litigation in this suit continued into 2014 at which time a settlement was reached but no resolution occurred. Nationstar, a mortgage servicing company began foreclosure proceedings once again putting Mr. Nickolas’s prime residence in jeopardy. To force resolution of ownership and upon advice from legal counsel, Mr. Nickolas filed a Chapter 13 bankruptcy petition in the State of Arizona on July 22, 2015. Currently, the proceeding is underway in the bankruptcy court continuing to attempt to identify the proper lender and holder of the note on Mr. Nickolas’s home property.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires our executive officers and directors, and persons who own more than 10% of our common stock, to file reports regarding ownership of, and transactions in, our securities with the Securities and Exchange Commission and to provide us with copies of those filings. 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, 2016 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:


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Name

Number of
Late Reports
Number of Transactions
Not Reported on a
Timely Basis

Failure to File
Requested Forms
Steven P. Nickolas 1 1 Nil
Richard A. Wright 1 1 Nil

Code of Ethics

We have not adopted a code of ethics because our board of directors believes that our small size does not merit the expense of preparing, adopting and administering a code of ethics. Our board of directors intends to adopt a code of ethics when circumstances warrant.

Committees of Board of Directors

We do not presently have a separately constituted audit committee, compensation committee, nominating committee, or any other committees of our board of directors. Our board of directors does not believe that it is necessary to have such committees because it believes that the functions of such committees can be adequately performed by our board of directors.

We do not have any defined policy or procedure requirements for our stockholders to submit recommendations or nominations for directors. We do not currently have any specific or minimum criteria for the election of nominees to our board of directors and we do not have any specific process or procedure for evaluating such nominees. Our board of directors assesses all candidates, whether submitted by management or stockholders, and makes recommendations for election or appointment.

A stockholder who wishes to communicate with our board of directors may do so by directing a written request to the address appearing on the first page of this annual report.

Audit Committee Financial Expert

Our board of directors has determined that Richard A. Wright, a director of our company, qualifies as an “audit committee financial expert” as defined in Item 407(d)(5)(ii) of Regulation S-K, but Mr. Wright is not “independent” as the term is used by NASDAQ Marketplace Rule 5605(a)(2). We believe that retaining an independent director who would qualify as an “audit committee financial expert” would be overly costly and burdensome and is not warranted in our circumstances given the early stages of our development.

ITEM 11. EXECUTIVE COMPENSATION

Summary Compensation

The particulars of compensation paid to the following persons:

  (a)

all individuals serving as our principal executive officer during the year ended March 31, 2016

     
  (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, 2016; and

     
  (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, 2016,

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, 2016 and 2015 are set out in the following summary compensation table:


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Summary Compensation Table – Years ended March 31, 2016 and 2015



Name
and Principal
Position




Year





Salary
($)




Bonus
($)



Stock
Awards
($)



Option
Awards
($)
Non-
Equity
Incentive
Plan
Compensa-
tion
($)

Nonqualified
Deferred
Compensation
Earnings
($)

All
Other
Compensa-
tion
($)




Total
($)
Steven P.
Nickolas
President,
Chief
Executive
Officer,
Chairman and
Director
2016
2015





144,000
124,531





35,000
23,937





Nil
Nil





780,000
1,092,090





Nil
Nil





Nil
Nil





27,640
21,291





986,640
1,264,612





Richard A.
Wright
Vice-President,
Secretary,
Treasury and
Director
2016
2015



132,000
118,024



35,000
23,937



Nil
Nil



780,000
1,092,090



Nil
Nil



Nil
Nil



19,544
4,379



966,544
1,238,430



For the year ended March 31, 2015 Steven P. Nickolas had an oral agreement with Alkaline 88, LLC as the Chief Executive Officer and President for a salary of $11,000 per month plus a bonus up to 20% of his base salary. In addition, Alkaline 88, LLC provided health insurance, an auto allowance and other benefits totaling $24,054.

For the year ended March 31, 2015 Richard A. Wright had an oral agreement with Alkaline 88, LLC as the Chief Financial Officer for a salary of $10,000 per month plus a bonus up to 20% of his base salary. In addition, Alkaline 88, LLC provided, an auto allowance and other benefits totaling $4,379.

Effective October 7, 2013, our board of directors adopted and approved the 2013 Equity Incentive Plan. The plan was approved by a majority of our stockholders on October 7, 2013. On October 31, 2014, our board of directors amended the 2013 Equity Incentive Plan to, among other things, increase the number of shares of stock of our company available for the grant of awards under the plan from 20,000,000 shares to 35,000,000 shares. The purpose of the plan is to (a) enable our company and any of our affiliates to attract and retain the types of employees, consultants and directors who will contribute to our company’s long range success; (b) provide incentives that align the interests of employees, consultants and directors with those of the stockholders of our company; and (c) promote the success of our company’s business. Effective as of December 30, 2015, we effected a 50-for-1 reverse stock split of our authorized and issued and outstanding shares of common stock which decreased the number of shares of stock of our company available for the grant of awards under the plan from 35,000,000 shares to 700,000 shares. Effective as of January 20, 2016, our board of directors amended the plan to increase the number of shares of stock of our company available for the grant of awards under the plan from 700,000 to 7,700,000. The plan enables us to grant awards of a maximum of 7,700,000 shares of our stock and awards that may be granted under the plan includes incentive stock options, non-qualified stock options, stock appreciation rights, restricted awards and performance compensation awards.

Effective October 9, 2013, we granted a total of 6,000,000 stock options to Steven A. Nickolas and Richard A. Wright (3,000,000 stock options to each). The stock options were exercisable at the exercise price of $0.605 per share for a period of ten years from the date of grant. The stock options vested as follows: (i) 1,000,000 upon the date of grant; and (ii) 500,000 per quarter until fully vested. On October 31, 2014, we reduced the exercise price of these stock options to $0.15 per share.

Effective May 12, 2014, we granted a total of 1,200,000 stock options Steven A. Nickolas and Richard A. Wright (600,000 stock options to each). The stock options are exercisable at the exercise price of $0.165 per share for a period of five years from the date of grant. 600,000 stock options vested upon the date of grant.


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Effective May 21, 2014, we granted a total of 6,000,000 stock options to Steven A. Nickolas and Richard A. Wright (3,000,000 stock options to each). The stock options are exercisable at the exercise price of $0.1455 per share for a period of ten years from the date of grant. 3,000,000 of these stock options vested upon the date of grant and the other 3,000,000 stock options vested on November 21, 2014.

Effective February 18, 2015, we granted a total of 1,600,000 stock options to Steven A. Nickolas and Richard A. Wright (800,000 stock options each). The stock options are exercisable at the exercise price of $0.115 per share for a period of five years from the date of grant. All of these stock options vested upon the date of grant.

We estimated compensation expense of $2,249,902 on the stock options granted that vested during the year ended March 31, 2015, divided equally between Steven P. Nickolas and Richard A. Wright in the amount of $1,112,868 each. The aggregate intrinsic value of these options was $0 at March 31, 2015.

Effective January 29, 2016, we granted a total of 3,000,000 stock options to Steven A. Nickolas and Richard A. Wright (1,500,000 stock options each). The stock options are exercisable at the exercise price of $0.52 per share until October 7, 2023. All of these stock options vested effective January 29, 2016.

We estimated compensation expense of $1,560,000 on the stock options granted that vested during the year ended March 31, 2016, divided equally between Steven P. Nickolas and Richard A. Wright in the amount of $780,000 each. The aggregate intrinsic value of these options was $4,290,000 at March 31, 2016.

Employment Agreement with Steven P. Nickolas

On March 30, 2016, we entered into an employment agreement dated effective March 1, 2016 with Steven P. Nickolas, our president, chief executive officer and director, pursuant to which Mr. Nickolas agreed to perform such duties as are regularly and customarily performed by the president and chief executive officer of a corporation, and any other duties consistent with Mr. Nickolas’s position in our company. Pursuant to the terms of the employment agreement, we have agreed to (i) pay Mr. Nickolas $15,000 per month or such other amount as may be determined by our board of directors from time to time; and (ii) issue to Mr. Nickolas 1,500,000 shares of our Series C Preferred Stock (issued effective as of March 31, 2016). We also agreed that each of the following events constitute a “Negotiated Trigger Event” as defined in the Certificate of Designation for the Series C Preferred Stock: (i) the occurrence of a change of control event; (ii) the death of Mr. Nickolas; and (iii) the termination of the employment agreement for any reason.

In addition, we may (i) grant awards under our 2013 equity incentive plan to Mr. Nickolas from time to time and (ii) pay to Mr. Nickolas an annual discretionary performance bonus in an amount to be determined by our board of directors in its sole discretion. Mr. Nickolas will also be eligible to participate in other bonus programs offered by our company to our senior staff from time to time.

In addition, Mr. Nickolas will be entitled to participate in all of our employee benefit plans provided by our company to our senior officers. If we do not provide such plans at any time, we agreed to reimburse Mr. Nickolas for the reasonable cost of any such plans obtained privately. We also agreed to (i) provide Mr. Nickolas with vehicle leased in our company’s name, with lease payments not exceeding $700/month or such other amount as may be determined by our board of directors; (ii) pay Mr. Nickolas an allowance of $5,000 per month or such other amount as may be determined by our board of directors, which may be used by Mr. Nickolas as he sees fit, including without limitation, the funding of non-qualified retirement plans; (iii) reimburse Mr. Nickolas for any expenses that he incurs in connection with his duties under his employment agreement. Mr. Nickolas will be entitled in each year to five weeks’ paid vacation, in addition to weekends and statutory holidays, to be taken in installments of no more than three consecutive weeks of paid time off.

The initial term of the employment agreement is three years and, on the third anniversary of the effective date of the employment and on each annual anniversary date thereafter, the term of the employment agreement will automatically be extended by one additional year unless either party gives 90 days’ written notice to the other of its intention not to renew the employment agreement.


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Provided that Mr. Nickolas has acted within the scope of his authority, we agreed to indemnify and save harmless Mr. Nickolas (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.

Mr. Nickolas agreed to indemnify and save harmless our company against, and agree to hold it harmless from, any and all damages, injuries, claims, demands, actions, liability, costs and expenses (including reasonable legal fees) incurred or made against our company arising from or connected with the performance or non-performance of his employment by him or the beach of any warranty, representation or covenant herein by him, other than claims by him pursuant to his employment agreement.

If and to the extent we maintain directors’ and officers’ liability insurance for the protection of our executives in connection with acts and omissions occurring during their employment with our company, we agreed that Mr. Nickolas 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.

Cash Bonus to Steven P. Nickolas

Effective March 15, 2016, we agreed to pay Mr. Nickolas a cash bonus in the amount of $35,000 for past services that he has provided to our company.

Employment Agreement with Richard A. Wright

On March 30, 2016, we entered into an employment agreement dated effective March 1, 2016 with Richard A. Wright, our vice-president, secretary, treasurer and director, pursuant to which Mr. Wright agreed to perform such duties as are regularly and customarily performed by the vice president, secretary and treasurer of a corporation, and any other duties consistent with Mr. Wright’s position in our company. Pursuant to the terms of the employment agreement, we have agreed to (i) pay Mr. Wright $14,000 per month or such other amount as may be determined by our board of directors from time to time; and (ii) issue to Mr. Wright 1,500,000 shares of our Series C Preferred Stock (issued effective as of March 31, 2016). We also agreed that each of the following events constitute a “Negotiated Trigger Event” as defined in the Certificate of Designation for the Series C Preferred Stock: (i) the occurrence of a change of control event; (ii) the death of Mr. Wright; and (iii) the termination of the employment agreement for any reason.

In addition, we may (i) grant awards under our 2013 equity incentive plan to Mr. Wright from time to time and (ii) pay to Mr. Wright an annual discretionary performance bonus in an amount to be determined by our board of directors in its sole discretion. Mr. Wright will also be eligible to participate in other bonus programs offered by our company to our senior staff from time to time.

In addition, Mr. Wright will be entitled to participate in all of our employee benefit plans provided by our company to our senior officers. If we do not provide such plans at any time, we agreed to reimburse Mr. Wright for the reasonable cost of any such plans obtained privately. We also agreed to (i) provide Mr. Wright with vehicle leased in our company’s name, with lease payments not exceeding $700/month or such other amount as may be determined by our board of directors; (ii) pay Mr. Wright an allowance of $5,000 per month or such other amount as may be determined by our board of directors, which may be used by Mr. Wright as he sees fit, including without limitation, the funding of non-qualified retirement plans; (iii) reimburse Mr. Wright for any expenses that he incurs in connection with his duties under his employment agreement. Mr. Wright will be entitled in each year to five weeks’ paid vacation, in addition to weekends and statutory holidays, to be taken in installments of no more than three consecutive weeks of paid time off.


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The initial term of the employment agreement is three years and, on the third anniversary of the effective date of the employment and on each annual anniversary date thereafter, the term of the employment agreement will automatically be extended by one additional year unless either party gives 90 days’ written notice to the other of its intention not to renew the employment agreement.

Provided that Mr. Wright has acted within the scope of his authority, we agreed to indemnify and save harmless Mr. Wright (including his heirs and legal representatives) against any and all costs, claims and expenses (including any amounts paid to settle any actions or satisfy any judgments) which: he may suffer or incur by reason of any matter or thing which he may in good faith do or have done or caused to be done as an employee, officer or director of our company, any of its subsidiaries or of any of their respective affiliates; or was reasonably incurred by him in respect of any civil, criminal or administrative action or proceeding to which he is made a party by reason of being or having been an employee, officer or director of our company, any of its subsidiaries or of any of their respective affiliates; provided that, the foregoing indemnification will apply only if: he acted honestly and in good faith with a view to the best interests of our company, any of its subsidiaries or any of their respective affiliates; and in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, he had reasonable grounds for believing that his conduct was lawful.

Mr. Wright agreed to indemnify and save harmless our company against, and agree to hold it harmless from, any and all damages, injuries, claims, demands, actions, liability, costs and expenses (including reasonable legal fees) incurred or made against our company arising from or connected with the performance or non-performance of his employment by him or the beach of any warranty, representation or covenant herein by him, other than claims by him pursuant to his employment agreement.

If and to the extent we maintain directors’ and officers’ liability insurance for the protection of our executives in connection with acts and omissions occurring during their employment with our company, we agreed that Mr. Wright will be included as an officer and director who is covered by such policy on a basis no less favorable than made available to other executives of our company.

Cash Bonus to Richard A. Wright

Effective March 15, 2016, we agreed to pay Mr. Wright a cash bonus in the amount of $35,000 for past services that he has provided to our company.

Grant of Series C Convertible Preferred Stock

On March 30, 2016, we designated 3,000,000 shares of the authorized and unissued preferred stock of our company as “Series C Preferred Stock” by filing a Certificate of Designation with the Secretary of State of the State of Nevada. Each share of the Series C Preferred Stock will be convertible, without the payment of any additional consideration by the holder and at the option of the holder, into one fully paid and non-assessable share of our common stock at any time after (i) we achieve the consolidated revenue of our company and all of its subsidiaries equal to or greater than $15,000,000 in any 12 month period, ending on the last day of any quarterly period of our fiscal year; or (ii) a Negotiated Trigger Event, defined as an event upon which the Series C Preferred Stock will be convertible as may be agreed by our company and the holder in writing from time to time.

Effective March 31, 2016, we issued a total of 3,000,000 shares of our Series C Preferred Stock to Steven P. Nickolas and Richard A. Wright (1,500,000 shares to each), our directors and executive officers, pursuant to their employment agreements dated effective March 1, 2016.

Retirement or Similar Benefit Plans


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There are no arrangements or plans in which we provide retirement or similar benefits for our directors or executive officers.

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

Other than the provisions of the employment agreements with Mr. Nickolas and Mr. Wright described below, we have no contract, agreement, plan or arrangement, whether written or unwritten, that provides for payments to our directors or executive officers at, following, or in connection with the resignation, retirement or other termination of our directors or executive officers, or a change in control of our company or a change in our directors’ or executive officers’ responsibilities following a change in control.

If, within 90 days of the occurrence of a change of control event, Mr. Nickolas resigns from his employment relationship with our company or our company terminates his employment agreement for any reason other than for just cause, then we agreed to pay Mr. Nickolas severance in an amount equal to the following: 36 months’ salary plus an amount, if any, equal to the following: one month’s salary multiplied by the number of calendar years, starting on the effective date of the employment agreement, that Mr. Nickolas is employed by our company under his employment agreement.

We may terminate Mr. Nickolas’s employment at any time for other than just cause by delivering to Mr. Nickolas written notice of termination. In such a case, we agreed to pay Mr. Nickolas severance in an amount equal to the following: 36 months’ salary plus an amount, if any, equal to the following: one month’s salary multiplied by the number of calendar years, starting on the effective date of the employment, that Mr. Nickolas is employed by our company under his employment agreement.

Subject to applicable employment laws or similar legislation, we may terminate Mr. Nickolas’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. Mr. Nickolas’s employment will automatically terminate on his death. In the event Mr. Nickolas’s employment with our company terminates by reason of Mr. Nickolas’s death or disability, then upon and immediately effective on the date of termination we agreed to promptly pay and provide Mr. Nickolas (or in the event of Mr. Nickolas’s death, Mr. Nickolas’s estate); any unpaid salary and any outstanding and accrued regular and special vacation pay through the date of termination; reimbursement for any unreimbursed expenses incurred through to the date of termination; and any outstanding amounts due under any awards which will be dealt with in accordance with our 2013 equity incentive plan and award agreement. In the event Mr. Nickolas’s employment is terminated due to a disability, we agreed to pay to Mr. Nickolas the severance referred to above.

We may terminate Mr. Nickolas’s employment for just cause at any time by delivering to Mr. Nickolas written notice of termination. In the event that Mr. Nickolas’s employment with our company is terminated by our company for just cause, Mr. Nickolas 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. Nickolas by our company as of the date of termination, except for any awards under our 2013 equity incentive plan will be dealt with in accordance with the plan and award agreement.

If, within 90 days of the occurrence of a change of control event, Mr. Wright resigns from his employment relationship with our company or our company terminates his employment agreement for any reason other than for just cause, then we agreed to pay Mr. Wright severance in an amount equal to the following: 36 months’ salary plus an amount, if any, equal to the following: one month’s salary multiplied by the number of calendar years, starting on the effective date of the employment agreement, that Mr. Wright is employed by our company under his employment agreement.

We may terminate Mr. Wright’s employment at any time for other than just cause by delivering to Mr. Wright written notice of termination. In such a case, we agreed to pay Mr. Wright severance in an amount equal to the following: 36 months’ salary plus an amount, if any, equal to the following: one month’s salary multiplied by the number of calendar years, starting on the effective date of the employment, that Mr. Wright is employed by our company under his employment agreement.


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Subject to applicable employment laws or similar legislation, we may terminate Mr. Wright’s employment in the event he has been unable to perform his duties for a period of eight consecutive months or a cumulative period of 12 months in any consecutive 24 month period, because of a physical or mental disability. Mr. Wright’s employment will automatically terminate on his death. In the event Mr. Wright’s employment with our company terminates by reason of Mr. Wright’s death or disability, then upon and immediately effective on the date of termination we agreed to promptly pay and provide Mr. Wright (or in the event of Mr. Wright’s death, Mr. Wright’s estate); any unpaid salary and any outstanding and accrued regular and special vacation pay through the date of termination; reimbursement for any unreimbursed expenses incurred through to the date of termination; and any outstanding amounts due under any awards which will be dealt with in accordance with our 2013 equity incentive plan and the award agreement. In the event Mr. Wright’s employment is terminated due to a disability, we agreed to pay to Mr. Wright the severance referred to above.

We may terminate Mr. Wright’s employment for just cause at any time by delivering to Mr. Wright written notice of termination. In the event that Mr. Wright’s employment with our company is terminated by our company for just cause, Mr. Wright will not be entitled to any additional payments or benefits (except as otherwise provided in his employment agreement), other than for amounts due and owing to Mr. Wright by our company as of the date of termination, except for any awards under our 2013 equity incentive plan will be dealt with in accordance with the plan and award agreement.

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, 2016:

  Option awards Stock awards
















Name










Number of
securities
underlying
unexercised
options
(#)
exercisable










Number of
securities
underlying
unexercised
options
(#)
unexercisable






Equity
incentive
plan
awards:
Number of
securities
underlying
unexercised
unearned
options
(#)













Option
exercise
price
($)














Option
expiration
date







Number
of
shares
or units
of stock
that
have
not
vested
(#)





Market
value
of
shares
of
units of
stock
that
have
not
vested
($)


Equity
incentive
plan
awards:
Number
of
unearned
shares,
units or
other
rights
that have
not
vested
(#)
Equity
incentive
plan
awards:
Market
or
payout
value of
unearned
shares,
units
or other
rights
that
have not
vested
($)
Steven P. Nickolas



60,000 Nil Nil 7.50 October 9, 2023 Nil Nil Nil Nil
12,000 Nil Nil 8.25 May 12, 2019 Nil Nil Nil Nil
60,000 Nil Nil 7.275 May 21, 2024 Nil Nil Nil Nil
16,000 Nil Nil 5.75 February 18, 2020 Nil Nil Nil Nil
1,500,000 Nil Nil 0.52 October 7, 2023 Nil Nil Nil Nil


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Richard A. Wright 60,000 Nil Nil 7.50 October 9, 2023 Nil Nil Nil Nil
12,000 Nil Nil 8.25 May 12, 2019 Nil Nil Nil Nil
60,000 Nil Nil 7.275 May 21, 2024 Nil Nil Nil Nil
16,000 Nil Nil 5.75 February 18, 2020 Nil Nil Nil Nil
1,500,000 Nil Nil 0.52 October 7, 2023 Nil Nil Nil Nil

Compensation of Directors

During the fiscal year ended March 31, 2016, we had no directors who were not our named executive officers.

We have no formal plan for compensating our directors for their services in their capacity as directors. Our directors are entitled to reimbursement for reasonable travel and other out-of-pocket expenses incurred in connection with attendance at meetings of our board of directors. Our board of directors may award special remuneration to any director undertaking any special services on their behalf other than services ordinarily required of a director.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth, as of July 13, 2016, 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, our executive officers and by our executive officers and directors as a group.


Name of Beneficial Owner

Title of Class
Amount and Nature of
Beneficial Ownership(1)
Percentage of
Class(2)
Steven P. Nickolas
14301 North 87 St., Suite 109
Scottsdale, AZ 85260
Common Stock 2,424,000 15.91%
Series A
Preferred Stock (3)
10,000,000
50%
Series C
Preferred Stock(6)
1,500,000
50%
Richard A. Wright
14301 N. 87th Street, Suite 119
Scottsdale, AZ 85260
Common Stock 1,648,000(5) 10.81%
Series A
Preferred Stock (3)
10,000,000
50%
Series C
Preferred Stock(6)
1,500,000
50%
All executive officers and
directors as
a group (2 persons)
Common Stock 4,072,000 26.72%
Series A
Preferred Stock (3)
20,000,000
100%
Series C
Preferred Stock(6)
3,000,000
100%

Notes

(1)

Except as otherwise indicated, we believe that the beneficial owners of the common stock listed above, based on information furnished by such owners, have sole investment and voting power with respect to such shares, subject to community property laws where applicable. Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. 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.



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(2)

Percentage of common stock is based on 15,239,672 shares of our common stock issued and outstanding as of July 13, 2016. Percentage of Series A Preferred Stock is based on 20,000,000 shares of Series A Preferred Stock issued and outstanding as of July 13, 2016. Percentage of Series C Preferred Stock is based on 3,000,000 shares of Series C Preferred Stock issued and outstanding as of July 13, 2016.

   
(3)

The Series A Preferred Stock has 10 votes per share and is not convertible into shares of our common stock.

   
(4)

Consists of 1,648,000 stock options exercisable within 60 days, 430,000 shares of our common stock owned by WiN Investments, LLC and 346,000 shares of our common stock owned by Lifewater Industries, LLC. Steven P. Nickolas exercises voting and dispositive power with respect to the shares of our common stock that are beneficially owned by WiN Investments, LLC and Lifewater Industries, LLC.

   
(5)

Consists of 1,648,000 stock options exercisable within 60 days.

   
(6)

Each share of the Series C Preferred Stock will be convertible, without the payment of any additional consideration by the holder and at the option of the holder, into one fully paid and non-assessable share of our common stock at any time after (i) we achieve the consolidated revenue of our company and all of its subsidiaries equal to or greater than $15,000,000 in any 12 month period, ending on the last day of any quarterly period of our fiscal year; or (ii) a Negotiated Trigger Event, defined as an event upon which the Series C Preferred Stock will be convertible as may be agreed by our company and the holder in writing from time to time.

Changes in Control

We are unaware of any contract or other arrangement the operation of which may at a subsequent date result in a change in control of our company.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Other than as disclosed below, there has been no transaction, since April 1, 2014, or currently proposed transaction, in which our company was or is to be a participant and the amount involved exceeds $28,463.99, 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:

  (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; and

     
  (d)

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



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Related Party Transactions with Water Engineering Solutions, LLC

On January 17, 2014, we entered into an equipment lease with Water Engineering Solutions LLC, an entity that is controlled and majority owned by Steven P. Nickolas and Richard A. Wright, for specialized equipment used to make our alkaline water. On February 12, 2014, we entered into an amendment #1 to the equipment lease agreement dated January 17, 2014 with Water Engineering Solutions, LLC. The amendment provides that the term of the lease will commence upon the actual installation and commercial operation of the equipment and continue for 60 months. The amendment also provides that the equipment will be leased for $190,756 at a rate of 8% per annum with the residual amount of $1.00. For the term of the agreement, we agreed to deliver to Water Engineering Solutions, LLC lease payments in the amount of $3,864 per month, commencing 30 days after the equipment is commercially operating but no later than July 1, 2014. In addition, the amendment provides that the title will pass to us upon completion of the term and payment of $1.00 residual amount.

On April 2, 2014, we entered into an equipment sale/lease back agreement with Water Engineering Solutions, LLC for specialized equipment with an original cost of $208,773 acquired in August 2013. Under the terms of the agreement, Water Engineering Solutions, LLC bought back the equipment for $188,000 in April 2014 and the equipment was leased back to us for $188,000 at a rate of 8% per annum for a term of 60 months with the residual amount of $1.00. For the term of the agreement, we agreed to deliver to Water Engineering Solutions, LLC lease payments in the amount of $3,811.96 per month, commencing on May 2, 2014. In addition, the agreement provides that the title will pass to us upon completion of the term and payment of $1.00 residual amount.

Under the terms of the exclusive manufacturing agreement entered into on April 15, 2013 between our company and Water Engineering Solutions LLC, we paid $690,000 on May 1, 2014 and $21,500 on June 27, 2014, $115,000 on July 1, 2014, $10,000 on August 2, 2014 and $100,000 on August 22, 2014 for specialized equipment used in the production of our alkaline water.

Under the terms of the exclusive manufacturing agreement entered into on April 15, 2013 between our company and Water Engineering Solutions LLC, and during the year ended March 31, 2016, we paid $312,500 to Water Engineering Solutions LLC for custom engineered equipment used in the production of our alkaline water.

Other Related Party Transactions

On August 1, 2013 we entered into a 3-year sub-lease agreement requiring a monthly payment of $2,085 for office space in Scottsdale, Arizona, with a basic monthly lease increase of 8% and 7% on each anniversary date. Our company or the landlord can cancel the lease with 30 days’ notice. The sub-lessor is an entity owned by Steven P. Nickolas, our chief executive officer and president.

During the period from June 19, 2012 to June 30, 2014, we had a total of $65,378 in general and administrative expenses with related parties. Of the total, $33,592 was to four different entities consisting of consulting fees to Beverage Science Laboratories ($25,000), Water Enhanced Technologies, Inc. ($3,000) and WiN Investments, LLC ($2,000), entities controlled and owned by Steven P. Nickolas, and Water Engineering Solutions, LLC ($3,592), an entity controlled and owned by Steven P. Nickolas and Richard A. Wright. In addition, $12,000 was rent to Steven P. Nickolas and $16,500 was professional fees to Wright Tax Solutions, LLC ($12,500) and Wright Investment Group ($4,000), entities controlled and owned by Richard A. Wright and $7,638 for health insurance for Steven P. Nickolas $9,000 auto allowance for Steve A Nickolas and $3,385 auto allowance for Richard A. Wright.

Alkaline Water Corp. has a month-to-month sub-rental arrangement with Beverage Science Laboratories for $1,914 per month.

Compensation for Executive Officers and Directors

For information regarding compensation for our executive officers and directors, see “Executive Compensation”.

Director Independence


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We currently act with two directors consisting of Steven P. Nickolas and Richard A. Wright. Our common stock is quoted on the OTCQB operated by the OTC Markets Group, which does not impose any director independence requirements. Under NASDAQ 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 do not have any independent director.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

Audit Fees

The following table sets forth the fees billed to our company for the years ended March 31, 2016 and 2015 for professional services rendered by Seale and Beers, CPAs, our independent registered public accounting firm:

Fees   2016     2014  
Audit Fees $  35,000   $  30,000  
Audit Related Fees   -     -  
Tax Fees   -     -  
Other Fees   22,500     9,000  
Total Fees $  57,500   $  39, 000  

Pre-Approval Policies and Procedures

Our entire board of directors, which acts as our audit committee, pre-approves all services provided by our independent registered public accounting firm. All of the above services and fees were reviewed and approved by our board of directors before the respective services were rendered.

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

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

Exhibit  
Number

Description

   
(1)

Underwriting Agreement

1.1

Engagement Agreement dated October 7, 2013 with H.C. Wainwright & Co., LLC (incorporated by reference from our Registration Statement on Form S-1, filed on November 27, 2013)

1.2

Amendment Agreement to Engagement Agreement dated November 1, 2013 with H.C. Wainwright & Co., LLC (incorporated by reference from our Registration Statement on Form S-1/A, filed on January 9, 2014)

1.3

Amendment Agreement to Engagement Agreement dated November 25, 2013 with H.C. Wainwright & Co., LLC (incorporated by reference from our Registration Statement on Form S-1, filed on November 27, 2013)

1.4

Termination Agreement for Engagement Agreement dated March 12, 2014 with H.C. Wainwright & Co., LLC (incorporated by reference from our Registration Statement on Form S-1, filed on March 12, 2014)

1.5

Engagement Agreement dated March 12, 2014 with H.C. Wainwright & Co., LLC (incorporated by reference from our Registration Statement on Form S-1, filed on March 12, 2014)

(2)

Plan of Acquisition, Reorganization, Arrangement, Liquidation or Succession



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2.1

Share Exchange Agreement dated May 31, 2013 with Alkaline Water Corp. and its shareholders (incorporated by reference from our Current Report on Form 8-K, filed on June 5, 2013)

(3)

Articles of Incorporation and Bylaws

3.1

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

3.2

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

3.3

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

3.4

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

3.5

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

3.6

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

3.7

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

3.8

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

3.9

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

3.10

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

3.11

Amended and Restated Bylaws (incorporated by reference from our Current Report on Form 8-K, filed on March 15, 2013)

(10)

Material Contracts

10.1

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

10.2

Stock Option Agreement dated October 9, 2013 with Steven P. Nickolas (incorporated by reference from our Quarterly Report on Form 10-Q, filed on November 13, 2013)

10.3

Stock Option Agreement dated October 9, 2013 with Richard A. Wright (incorporated by reference from our Quarterly Report on Form 10-Q, filed on November 13, 2013)

10.4

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

10.5

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

10.6

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

10.7

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

10.8

Form of Securities Purchase Agreement dated as of April 28, 2014, between The Alkaline Water Company Inc. and the purchasers named therein (incorporated by reference from our Current Report on Form 8-K, filed on May 6, 2014)

10.9

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

10.10

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

10.11

Stock Option Agreement dated May 12, 2014 with Steven P. Nickolas (incorporated by reference from our Current Report on Form 8-K, filed on May 14, 2014)

10.12

Stock Option Agreement dated May 12, 2014 with Richard A. Wright (incorporated by reference from our Current Report on Form 8-K, filed on May 14, 2014)

10.13

Stock Option Agreement dated May 21, 2014 with Steven P. Nickolas (incorporated by reference from our Current Report on Form 8-K, filed on May 23, 2014)

10.14

Stock Option Agreement dated May 21, 2014 with Richard A. Wright (incorporated by reference from our Current Report on Form 8-K, filed on May 23, 2014)



- 42 -

10.15

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

10.16

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

10.17

Agreement dated August 12, 2014 with H.C. Wainwright & Co., LLC (incorporated by reference from our Current Report on Form 8-K, filed on August 21, 2014)

10.18

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

10.19

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

10.20

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

10.21

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

10.22

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

10.23

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

10.24

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

10.25

2013 Equity Incentive Plan (incorporated by reference from our Current Report on Form 8-K, filed on November 4, 2014)

10.26

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

10.27

Stock Option Agreement dated February 18, 2016 with Steven P. Nickolas (incorporated by reference from our Current Report on Form 8-K, filed on April 14, 2016)

10.28

Stock Option Agreement dated February 18, 2016 with Richard A. Wright (incorporated by reference from our Current Report on Form 8-K, filed on April 14, 2016)

10.29

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

10.30

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

10.31

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

10.32

Securities Purchase Agreement dated as of August 20, 2015 with Assurance Funding Solutions LLC

10.33

Secured Term Note dated August 20, 2015 issued to Assurance Funding Solutions LLC

10.34

General Security Agreement dated as of August 20, 2015 with Assurance Funding Solutions LLC

10.35

Form of Warrant Exchange Agreement (incorporated by reference from our Current Report on Form 8- K, filed on December 1, 2015)

10.36

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

10.37

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

10.38

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

10.39

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

10.40

Loan Agreement dated January 25, 2016 with Turnstone Capital Inc. (incorporated by reference from our Current Report on Form 8-K, filed on January 25, 2016)

10.41

Promissory Note dated January 25, 2016 issued to Turnstone Capital Inc. (incorporated by reference from our Current Report on Form 8-K, filed on January 25, 2016)

10.42

Escrow Agreement dated January 25, 2016 with Turnstone Capital Inc. and Escrow Agent (incorporated by reference from our Current Report on Form 8-K, filed on January 25, 2016)

10.43

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



- 43 -

10.44

Stock Option Agreement dated January 29, 2016 with Steven P. Nickolas (incorporated by reference from our Current Report on Form 8-K, filed on February 4, 2016)

10.45

Stock Option Agreement dated January 29, 2016 with Richard A. Wright (incorporated by reference from our Current Report on Form 8-K, filed on February 4, 2016)

10.46

Form of Subscription Agreement (incorporated by reference from our Registration Statement on Form S- 1/A, filed on February 8, 2016)

10.47

Form of Warrant Certificate (incorporated by reference from our Registration Statement on Form S- 1/A, filed on February 8, 2016)

10.48

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

10.49

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

10.50

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

10.51

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

(21)

Subsidiaries

21.1

Subsidiaries of The Alkaline Water Company Inc.

 

Alkaline Water Corp., Arizona corporation

 

Alkaline 88, LLC, Arizona limited liability company

(23)

Consents of Experts and Counsel

23.1*

Consent of Seale and Beers, CPAs

(31)

Rule 13a-14 Certifications

31.1*

Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2*

Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

(32)

Section 1350 Certifications

32.1*

Certification of Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2*

Certification of Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

(101)

Interactive Data File

101.INS*

XBRL Instance Document

101.SCH*

XBRL Taxonomy Extension Schema

101.CAL*

XBRL Taxonomy Extension Calculation Linkbase

101.DEF*

XBRL Taxonomy Extension Definition Linkbase

101.LAB*

XBRL Taxonomy Extension Label Linkbase

101.PRE*

XBRL Taxonomy Extension Presentation Linkbase

* Filed herewith.

ITEM 16. FORM 10-K SUMMARY

None.


- 44 -

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

The Alkaline Water Company Inc.  
   
By: /s/ Steven P. Nickolas  
Steven P. Nickolas  
President, Chief Executive Officer and Director  
(Principal Executive Officer)  
Date: July 14, 2016  

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.

By: /s/ Steven P. Nickolas  
Steven P. Nickolas  
President, Chief Executive Officer and Director  
(Principal Executive Officer)  
Date: July 14, 2016  
   
   
By: /s/ Richard A. Wright  
Richard A. Wright  
Vice-President, Secretary, Treasurer and Director  
(Principal Financial Officer and Principal Accounting  
Officer)  
Date: July 14, 2016  


EX-23.1 2 exhibit23-1.htm EXHIBIT 23.1 Alkaline Water Company Inc.: Exhibit 23.1 - Filed by newsfilecorp.com

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the registration statement on Form S-8 (No. 333-209065) of The Alkaline Water Company Inc., of our report dated July 13, 2016 on our audit of the financial statements of The Alkaline Water Company Inc. as of March 31, 2016, and the related statements of operations, stockholders’ deficit and cash flows for the years ended March 31, 2016 and 2015, which is included in this annual report on Form 10-K.

/s/ Seale and Beers, CPAs

Seale and Beers, CPAs
Las Vegas, Nevada
July 14, 2016


EX-31.1 3 exhibit31-1.htm EXHIBIT 31.1 Alkaline Water Company Inc.: Exhibit 31.1 - Filed by newsfilecorp.com

Exhibit 31.1

CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Steven P. Nickolas, certify that:

 

1.

I have reviewed this annual report on Form 10-K of The Alkaline Water Company Inc.;

 

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 
  (a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

     
  (b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

     
  (c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

     
  (d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and


5.

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):


  (a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

     
  (b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

July 14, 2016

/s/ Steven P. Nickolas  
Steven P. Nickolas
President, Chief Executive Officer and Director
(Principal Executive Officer)


EX-31.2 4 exhibit31-2.htm EXHIBIT 31.2 Alkaline Water Company Inc.: Exhibit 31.2 - Filed by newsfilecorp.com

Exhibit 31.2

CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Richard A. Wright, certify that:

1.

I have reviewed this annual report on Form 10-K of The Alkaline Water Company Inc.;

   
2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

   
3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

   
4.

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


  (a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

     
  (b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

     
  (c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

     
  (d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and


5.

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):


  (a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

     
  (b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

July 14, 2016

/s/ Richard A. Wright    
Richard A. Wright
Vice-President, Secretary, Treasurer and Director
(Principal Financial Officer and Principal Accounting Officer)


EX-32.1 5 exhibit32-1.htm EXHIBIT 32.1 Alkaline Water Company Inc.: Exhibit 32.1 - Filed by newsfilecorp.com

Exhibit 32.1

CERTIFICATION PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

The undersigned, Steven P. Nickolas, hereby certifies, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that

1.

the annual report on Form 10-K of The Alkaline Water Company Inc. for the year ended March 31, 2016 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

   
2.

the information contained in the Form 10-K fairly presents, in all material respects, the financial condition and results of operations of The Alkaline Water Company Inc.


July 14, 2016
   
  /s/ Steven P. Nickolas
  Steven P. Nickolas
  President, Chief Executive Officer and Director
  (Principal Executive Officer)


EX-32.2 6 exhibit32-2.htm EXHIBIT 32.2 Alkaline Water Company Inc.: Exhibit 32.2 - Filed by newsfilecorp.com

Exhibit 32.2

CERTIFICATION PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

The undersigned, Richard A. Wright, hereby certifies, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that

1.

the annual report on Form 10-K of The Alkaline Water Company Inc. for the year ended March 31, 2016 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

   
2.

the information contained in the Form 10-K fairly presents, in all material respects, the financial condition and results of operations of The Alkaline Water Company Inc.


July 14, 2016
   
  /s/ Richard A. Wright
  Richard A. Wright
  Vice-President, Secretary, Treasurer and Director
  (Principal Financial Officer and Principal Accounting Officer)


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Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading.</p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;">These statements reflect all adjustments, consisting of normal recurring adjustments, which in the opinion of management, are necessary for fair presentation of the information contained therein.</p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;"> <u>Principles of consolidation</u> </p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;">The consolidated financial statements include the accounts of The Alkaline Water Company Inc. (a Nevada Corporation), Alkaline Water Corp. (an Arizona Corporation) and Alkaline 88, LLC (an Arizona Limited Liability Company).</p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;">All significant intercompany balances and transactions have been eliminated. The Alkaline Water Company Inc. (a Nevada Corporation), Alkaline Water Corp. (an Arizona Corporation) and Alkaline 88, LLC (an Arizona Limited Liability Company) will be collectively referred herein to as the &#8220;Company&#8221;. Any reference herein to &#8220;The Alkaline Water Company Inc.&#8221;, the &#8220;Company&#8221;, &#8220;we&#8221;, &#8220;our&#8221; or &#8220;us&#8221; is intended to mean The Alkaline Water Company Inc., including the subsidiaries indicated above, unless otherwise indicated.</p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;"> <u>Reverse split</u> </p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;"> Effective December 30, 2015, the Company effected a fifty for one reverse stock split of its authorized and issued and outstanding shares of common stock. As a result, the authorized common stock has decreased from 1,125,000,000 shares of common stock, with a par value of $0.001 per share, to 22,500,000 shares of common stock, with a par value of $0.001 per share. All shares and per share amounts have been retroactively restated to reflect such split. </p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;"> On January 21, 2016, stockholders of our company approved, by written consents, an amendment to the articles of incorporation of our company to increase the number of authorized shares of our common stock from 22,500,000 to 200,000,000. </p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;"> The Company received written consents representing 20,776,000 votes from the holders of shares of its common stock and our Series A Preferred Stock voting as a single class, representing approximately 61% of the voting power of its outstanding common stock and its outstanding Series A Preferred Stock voting as a single class as of the record date (January 12, 2016). On January 21, 2016, there were no written consents received by the Company representing a vote against, abstention or broker non-vote with respect to the proposal. </p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;"> Our authorized preferred stock was not affected by the reverse stock split and continues to be 100,000,000 shares of preferred stock, with a par value of $0.001 per share. In addition, the number of issued and outstanding shares of Series A Preferred Stock continues to be 20,000,000. However, holders of Series A Preferred Stock had 0.2 vote per share of Series A Preferred Stock, instead of 10 votes per share of Series A Preferred Stock, as a result of the reverse stock split. </p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;"> On January 22, 2016, the Company amended the certificate of designation for our Series A Preferred Stock by filing an amendment to certificate of designation with the Secretary of State of the State of Nevada. The Company amended the certificate of designation for our Series A Preferred Stock by deleting Section 2.2 of the certificate of designation, which proportionately increases or decreases the number of votes per share of Series A Preferred Stock in the event of any dividend or other distribution on our common stock payable in its common stock or a subdivision or consolidation of the outstanding shares of its common stock. Accordingly, holders of Series A Preferred Stock will have 10 votes per share of Series A Preferred Stock, instead of 0.2 votes per share of Series A Preferred Stock. </p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;"> <i> <u>Use of estimates</u> </i> </p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;">The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ significantly from those estimates.</p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;"> <i> <u>Cash and cash equivalents</u> </i> </p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;"> The Company considers all highly liquid instruments with an original maturity of three months or less to be considered cash equivalents. The carrying value of these investments approximates fair value. The Company had $1,192,119 and $90,113 in cash and cash equivalents at March 31, 2016 and 2015, respectively. </p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;"> <i> <u>Accounts receivable and allowance for doubtful accounts</u> </i> </p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;">The Company generally does not require collateral, and the majority of its trade receivables are unsecured. 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Improvements are capitalized while repairs and maintenance costs are expensed as incurred. Depreciation is calculated using the straight-line method over the estimated useful life of the assets or the lease term, whichever is shorter. 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Stock-based compensation to employees is measured at the grant date, based on the fair value of the award, and is recognized as expense over the requisite employee service period. The Company accounts for stock-based compensation to other than employees in accordance with ASC 505-50. Equity instruments issued to other than employees are valued at the earlier of a commitment date or upon completion of the services, based on the fair value of the equity instruments and is recognized as expense over the service period. 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However, the Company will provide credit to our customers for damaged goods.</p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;"> <i> <u>Fair value measurements</u> </i> </p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;"> The valuation of our embedded derivatives and warrant derivatives are determined primarily by the multinomial distribution (Lattice) model. An embedded derivative is a derivative instrument that is embedded within another contract, which under the convertible note (the host contract) includes the right to convert the note by the holder, certain default redemption right premiums and a change of control premium (payable in cash if a fundamental change occurs). In accordance with ASC 815 &#8220; <i>Accounting for Derivative Instruments and Hedging Activities&#8221;</i> , as amended, these embedded derivatives are marked-to-market each reporting period, with a corresponding non-cash gain or loss charged to the current period. A warrant derivative liability is also determined in accordance with ASC 815. Based on ASC 815, warrants which are determined to be classified as derivative liabilities are marked-to-market each reporting period, with a corresponding non-cash gain or loss charged to the current period. The practical effect of this has been that when our stock price increases so does our derivative liability resulting in a non-cash loss charge that reduces our earnings and earnings per share. When our stock price declines, the Company records a non-cash gain, increasing our earnings and earnings per share. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, there exists a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: </p> <table border="0" cellpadding="0" cellspacing="0" style="border-color: black; font-size: 10pt; border-collapse: collapse; font-family: times new roman,times,serif;" width="100%"> <tr valign="top"> <td align="left">Level 1</td> <td align="left" width="90%"> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;margin:inherit;">unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access as of the measurement date.</p> </td> </tr> <tr> <td>&#160;</td> <td width="90%"> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;margin:inherit;">&#160;</p> </td> </tr> <tr valign="top"> <td align="left">Level 2</td> <td align="left" width="90%"> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;margin:inherit;">inputs other than quoted prices included within Level 1 that are directly observable for the asset or liability or indirectly observable through corroboration with observable market data.</p> </td> </tr> <tr> <td>&#160;</td> <td width="90%"> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;margin:inherit;">&#160;</p> </td> </tr> <tr valign="top"> <td align="left">Level 3</td> <td align="left" width="90%"> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;margin:inherit;">unobservable inputs for the asset or liability only used when there is little, if any, market activity for the asset or liability at the measurement date.</p> </td> </tr> </table> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;">This hierarchy requires the Company to use observable market data, when available, and to minimize the use of unobservable inputs when determining fair value.</p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;">To determine the fair value of our embedded derivatives, management evaluates assumptions regarding the probability of certain future events. Other factors used to determine fair value include our period end stock price, historical stock volatility, risk free interest rate and derivative term. The fair value recorded for the derivative liability varies from period to period. This variability may result in the actual derivative liability for a period either above or below the estimates recorded on our consolidated financial statements, resulting in significant fluctuations in other income (expense) because of the corresponding non-cash gain or loss recorded.</p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;"> <u>Concentration</u> </p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;"> The Company has 3 major customers that together account for 57% ( 24%, 17%, and 15%, respectively) of accounts receivable at March 31, 2016, and 4 customers that together account for 60% ( 20%, 17%, 12%, and 11%, respectively) of the total revenues earned for the year ended March 31, 2016. </p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;"> The Company has 4 vendors that accounted for 74% ( 24%, 17%, 17%, and 16%, respectively) of purchases for the year ended March 31, 2016. </p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;"> The Company has 4 major customers that together account for 64% ( 23%, 18%, 12% and 11%, respectively) of accounts receivable at March 31, 2015, and 3 customers that together account for 47% ( 14%, 12%, and 11%, respectively) of the total revenues earned for the year ended March 31, 2015. </p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;"> The Company has 5 vendors that accounted for 77% ( 19%, 16%, 16%, 15% and 11%, respectively) of purchases for the year ended March 31, 2015. </p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;"> <i> <u>Income taxes</u> </i> </p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;"> In accordance with ASC 740 &#8220; <i>Accounting for Income Taxes</i> &#8221;, the provision for income taxes is computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized. </p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;"> <i> <u>Basic and diluted loss per share</u> </i> </p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;"> Basic and diluted earnings or loss per share (&#8220;EPS&#8221;) amounts in the consolidated financial statements are computed in accordance ASC 260 &#8211; 10 &#8220; <i>Earnings per Share</i> &#8221;, which establishes the requirements for presenting EPS. Basic EPS is based on the weighted average number of common shares outstanding. Diluted EPS is based on the weighted average number of common shares outstanding and dilutive common stock equivalents. Basic EPS is computed by dividing net income or loss available to common stockholders (numerator) by the weighted average number of common shares outstanding (denominator) during the period. Potentially dilutive securities were excluded from the calculation of diluted loss per share, because their effect would be anti-dilutive. </p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;"> <i> <u>Business segments</u> </i> </p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;">The Company operates on one segment in one geographic location the United States of America and, therefore, segment information is not presented.</p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;"> <i> <u>Fair value of financial instruments</u> </i> </p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;">The carrying amounts of the company&#8217;s financial instruments including accounts payable, accrued expenses, and notes payable approximate fair value due to the relative short period for maturity these instruments.</p> <i> <u> <i> <u>Environmental costs</u> </i> </u> </i> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;">Environmental expenditures that relate to current operations are expensed or capitalized as appropriate. Expenditures that relate to an existing condition caused by past operations, and which do not contribute to current or future revenue generation, are expensed. Liabilities are recorded when environmental assessments and/or remedial efforts are probable, and the cost can be reasonably estimated. Generally, the timing of these accruals coincides with the earlier of completion of a feasibility study or the Company&#8217;s commitments to a plan of action based on the then known facts.</p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;">The Company incurred no environmental expenses during the years ended March 31, 2016 and 2015, respectively.</p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;"> <i> <u>Reclassification</u> </i> </p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;">Certain accounts in the prior period were reclassified to conform to the current period financial statements presentation.</p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;"> <i> <u>Newly issued accounting pronouncements</u> </i> </p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;">In July 2015, the Financial Accounting Standards Board (&#8220;FASB&#8221;) issued Accounting Standards Update No. 2015-11 (ASU 2015-11) "Simplifying the Measurement of Inventory". According to ASU 2015-11 an entity should measure inventory within the scope of this update at the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. Subsequent measurement is unchanged for inventory measured using LIFO or the retail inventory method. The amendments in ASU 2015-11 more closely align the measurement of inventory in GAAP with the measurement of inventory in International Financial Reporting Standards (IFRS). The Board has amended some of the other guidance in Topic 330 to more clearly articulate the requirements for the measurement and disclosure of inventory. However, the Board does not intend for those clarifications to result in any changes in practice. Other than the change in the subsequent measurement guidance from the lower of cost or market to the lower of cost and net realizable value for inventory within the scope of ASU 2015-11, there are no other substantive changes to the guidance on measurement of inventory. For public business entities, the amendments in ASU 2015-11 are effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. For all other entities, the amendments in ASU 2015-11 are effective for fiscal years beginning after December 15, 2016, and interim periods within fiscal years beginning after December 15, 2017. The amendments in ASU 2015-11 should be applied prospectively with earlier application permitted as of the beginning of an interim or annual reporting period.</p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;">The Board decided that the only disclosures required at transition should be the nature of and reason for the change in accounting principle. An entity should disclose that information in the first annual period of adoption and in the interim periods within the first annual period if there is a measurement-period adjustment during the first annual period in which the changes are effective.</p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;">The Company has evaluated other recent accounting pronouncements through June 2016 and believes that none of them will have a material effect on our financial statements.</p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;"> <u>Basis of presentation</u> </p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;">The audited consolidated financial statements included herein, presented in accordance with United States generally accepted accounting principles and stated in U.S. dollars, have been prepared by the Company, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading.</p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;">These statements reflect all adjustments, consisting of normal recurring adjustments, which in the opinion of management, are necessary for fair presentation of the information contained therein.</p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;"> <u>Principles of consolidation</u> </p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;">The consolidated financial statements include the accounts of The Alkaline Water Company Inc. (a Nevada Corporation), Alkaline Water Corp. (an Arizona Corporation) and Alkaline 88, LLC (an Arizona Limited Liability Company).</p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;">All significant intercompany balances and transactions have been eliminated. The Alkaline Water Company Inc. (a Nevada Corporation), Alkaline Water Corp. (an Arizona Corporation) and Alkaline 88, LLC (an Arizona Limited Liability Company) will be collectively referred herein to as the &#8220;Company&#8221;. Any reference herein to &#8220;The Alkaline Water Company Inc.&#8221;, the &#8220;Company&#8221;, &#8220;we&#8221;, &#8220;our&#8221; or &#8220;us&#8221; is intended to mean The Alkaline Water Company Inc., including the subsidiaries indicated above, unless otherwise indicated.</p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;"> <u>Reverse split</u> </p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;"> Effective December 30, 2015, the Company effected a fifty for one reverse stock split of its authorized and issued and outstanding shares of common stock. As a result, the authorized common stock has decreased from 1,125,000,000 shares of common stock, with a par value of $0.001 per share, to 22,500,000 shares of common stock, with a par value of $0.001 per share. All shares and per share amounts have been retroactively restated to reflect such split. </p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;"> On January 21, 2016, stockholders of our company approved, by written consents, an amendment to the articles of incorporation of our company to increase the number of authorized shares of our common stock from 22,500,000 to 200,000,000. </p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;"> The Company received written consents representing 20,776,000 votes from the holders of shares of its common stock and our Series A Preferred Stock voting as a single class, representing approximately 61% of the voting power of its outstanding common stock and its outstanding Series A Preferred Stock voting as a single class as of the record date (January 12, 2016). On January 21, 2016, there were no written consents received by the Company representing a vote against, abstention or broker non-vote with respect to the proposal. </p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;"> Our authorized preferred stock was not affected by the reverse stock split and continues to be 100,000,000 shares of preferred stock, with a par value of $0.001 per share. In addition, the number of issued and outstanding shares of Series A Preferred Stock continues to be 20,000,000. However, holders of Series A Preferred Stock had 0.2 vote per share of Series A Preferred Stock, instead of 10 votes per share of Series A Preferred Stock, as a result of the reverse stock split. </p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;"> On January 22, 2016, the Company amended the certificate of designation for our Series A Preferred Stock by filing an amendment to certificate of designation with the Secretary of State of the State of Nevada. The Company amended the certificate of designation for our Series A Preferred Stock by deleting Section 2.2 of the certificate of designation, which proportionately increases or decreases the number of votes per share of Series A Preferred Stock in the event of any dividend or other distribution on our common stock payable in its common stock or a subdivision or consolidation of the outstanding shares of its common stock. Accordingly, holders of Series A Preferred Stock will have 10 votes per share of Series A Preferred Stock, instead of 0.2 votes per share of Series A Preferred Stock. </p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;"> <i> <u>Use of estimates</u> </i> </p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;">The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ significantly from those estimates.</p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;"> <i> <u>Cash and cash equivalents</u> </i> </p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;"> The Company considers all highly liquid instruments with an original maturity of three months or less to be considered cash equivalents. The carrying value of these investments approximates fair value. The Company had $1,192,119 and $90,113 in cash and cash equivalents at March 31, 2016 and 2015, respectively. </p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;"> <i> <u>Accounts receivable and allowance for doubtful accounts</u> </i> </p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;">The Company generally does not require collateral, and the majority of its trade receivables are unsecured. 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However, the Company will provide credit to our customers for damaged goods.</p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;"> <i> <u>Fair value measurements</u> </i> </p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;"> The valuation of our embedded derivatives and warrant derivatives are determined primarily by the multinomial distribution (Lattice) model. An embedded derivative is a derivative instrument that is embedded within another contract, which under the convertible note (the host contract) includes the right to convert the note by the holder, certain default redemption right premiums and a change of control premium (payable in cash if a fundamental change occurs). In accordance with ASC 815 &#8220; <i>Accounting for Derivative Instruments and Hedging Activities&#8221;</i> , as amended, these embedded derivatives are marked-to-market each reporting period, with a corresponding non-cash gain or loss charged to the current period. A warrant derivative liability is also determined in accordance with ASC 815. Based on ASC 815, warrants which are determined to be classified as derivative liabilities are marked-to-market each reporting period, with a corresponding non-cash gain or loss charged to the current period. The practical effect of this has been that when our stock price increases so does our derivative liability resulting in a non-cash loss charge that reduces our earnings and earnings per share. When our stock price declines, the Company records a non-cash gain, increasing our earnings and earnings per share. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. 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Other factors used to determine fair value include our period end stock price, historical stock volatility, risk free interest rate and derivative term. The fair value recorded for the derivative liability varies from period to period. 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Diluted EPS is based on the weighted average number of common shares outstanding and dilutive common stock equivalents. Basic EPS is computed by dividing net income or loss available to common stockholders (numerator) by the weighted average number of common shares outstanding (denominator) during the period. 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Expenditures that relate to an existing condition caused by past operations, and which do not contribute to current or future revenue generation, are expensed. Liabilities are recorded when environmental assessments and/or remedial efforts are probable, and the cost can be reasonably estimated. 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Other than the change in the subsequent measurement guidance from the lower of cost or market to the lower of cost and net realizable value for inventory within the scope of ASU 2015-11, there are no other substantive changes to the guidance on measurement of inventory. For public business entities, the amendments in ASU 2015-11 are effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. For all other entities, the amendments in ASU 2015-11 are effective for fiscal years beginning after December 15, 2016, and interim periods within fiscal years beginning after December 15, 2017. The amendments in ASU 2015-11 should be applied prospectively with earlier application permitted as of the beginning of an interim or annual reporting period.</p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;">The Board decided that the only disclosures required at transition should be the nature of and reason for the change in accounting principle. 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font-size: 10pt;"> <b>NOTE 4 &#8211; EQUIPMENT DEPOSITS &#8211; RELATED PARTY</b> </p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;"> The Company paid for equipment to Water Engineering Solutions, LLC, a related party, $312,500 and $1,470,741 for the years ended March 31, 2016 and March 31, 2015. At March 31, 2016 and March 31, 2015, the Company owed $0.00 and $43,036 respectively to Water Engineering Solutions, LLC. The equipment is being manufactured by and under an exclusive manufacturing contract from Water Engineering Solutions, LLC, an entity that is controlled and majority owned by Steven P. Nickolas and Richard A. Wright, for the production of our alkaline water. </p> 312500 1470741 0.00 43036 <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;"> <b>NOTE 5 &#8211; REVOLVING FINANCING</b> </p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;">On February 20, 2014, The Alkaline Water Company Inc., and subsidiaries, Alkaline 88, LLC and Alkaline Water Corp., entered into a revolving accounts receivable funding agreement with Gibraltar Business Capital, LLC (&#8220;Gibraltar&#8221;). Under the agreement, from time to time, the Company agreed to tender to Gibraltar all of our accounts (which is defined as our rights to payment whether or not earned by performance, (i) for property that has been or is to be sold, leased, licensed, assigned or otherwise disposed of, or (ii) for services rendered or to be rendered, or (iii) as otherwise defined in the Uniform Commercial Code of the State of Illinois). Gibraltar will have the right, but will not be obligated, to purchase such accounts tendered in its sole discretion. If Gibraltar purchases such accounts, Gibraltar will make cash advances to us as the purchase price for the purchased accounts.</p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;">The Company assumed full risk of non-payment and unconditionally guaranteed the full and prompt payment of the full face amount of all purchased accounts. The Company also agreed to direct all parties obligated to pay the accounts to send all payments for all accounts directly to Gibraltar. All collections from accounts will be applied to our indebtedness, which is defined as the amount owed by us to Gibraltar from time to time, i.e., all cash advances, plus all charges, plus all other amounts owning from us to Gibraltar pursuant to the agreement, less all collections retained by Gibraltar from either purchased accounts or from us which are applied to indebtedness, unless Gibraltar elects to hold any such collections to establish reserves to secure payment of any purchased accounts.</p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;"> In consideration of Gibraltar&#8217;s purchase of the accounts, the Company agreed to pay Gibraltar interest on the indebtedness outstanding at the rate of 8% per annum plus the prime rate in effect at the end of each month with the prime rate for these purposes never being less than 3.25% per annum, calculated on a 360 -day year and payable monthly. 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The Company may request further increase(s) to the in $100,000 increments up to $5,000,000, subject the Company&#8217;s financial performance and/or projections are satisfactory to Gibraltar, and absent an event of default. The Company also granted to Gibraltar a security interest in all of our presently-owned and hereafter-acquired personal and fixture property, wherever located. The agreement will continue until the first to occur of (i) demand by Gibraltar; or (ii) 24 months from the first day of the month following the date that the first purchased account is purchased and will be automatically renewed for successive periods of 12 months thereafter unless, at least 30 days prior to the end of the term, the Company gives Gibraltar notice of our intention to terminate the agreement. In addition, the Company will be able to exit the agreement at any time for a fee of 2% of the line of credit in place at the time of prepayment. 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The Company evaluated whether its warrants and convertible debt instruments contain provisions that protect holders from declines in its stock price or otherwise could result in modification of either the exercise price or the shares to be issued under the respective warrant agreements. The Company determined that a portion of its outstanding warrants and conversion instruments contained such provisions thereby concluding they were not indexed to the Company&#8217;s own stock and therefore a derivative instrument. </p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;"> Between April 16, 2014 and April 24, 2014, the Company redeemed 247 shares of the 10% Series B Preferred Stock for $247,171 plus accrued interest of $46,456 and a $10,212 penalty related to the delayed registration. 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bgcolor="#e6efff" width="2%">&#160;</td> <td align="left" bgcolor="#e6efff" width="1%">&#160;</td> <td align="left" bgcolor="#e6efff" width="10%">&#160;</td> <td align="left" bgcolor="#e6efff" width="2%">&#160;</td> <td align="left" bgcolor="#e6efff" width="1%">&#160;</td> <td align="left" bgcolor="#e6efff" width="10%">&#160;</td> <td align="left" bgcolor="#e6efff" width="2%">&#160;</td> <td align="left" bgcolor="#e6efff" width="1%">&#160;</td> <td align="left" bgcolor="#e6efff" width="10%">&#160;</td> <td align="left" bgcolor="#e6efff" width="2%">&#160;</td> </tr> <tr> <td>&#160;</td> <td width="1%">&#160;</td> <td width="10%">&#160;</td> <td width="2%">&#160;</td> <td width="1%">&#160;</td> <td width="10%">&#160;</td> <td width="2%">&#160;</td> <td width="1%">&#160;</td> <td width="10%">&#160;</td> <td width="2%">&#160;</td> <td width="1%">&#160;</td> <td width="10%">&#160;</td> <td width="2%">&#160;</td> </tr> <tr valign="top"> <td align="left" bgcolor="#e6efff">Derivative warrant 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style="font-family: times new roman,times,serif; font-size: 10pt;">The following table sets forth the fair value hierarchy within our financial assets and liabilities by level that were accounted for at fair value on a recurring basis as of March 31, 2016.</p> <table border="0" cellpadding="0" cellspacing="0" style="border-color: black; font-size: 10pt; border-collapse: collapse; font-family: times new roman,times,serif;" width="100%"> <tr valign="top"> <td align="left">&#160;</td> <td align="left" width="1%">&#160;</td> <td align="center" nowrap="nowrap" width="10%">&#160;</td> <td align="center" nowrap="nowrap" width="2%">&#160;</td> <td align="center" nowrap="nowrap" style="BORDER-BOTTOM: #000000 1px solid" width="1%">&#160;</td> <td align="center" colspan="7" nowrap="nowrap" style="BORDER-BOTTOM: #000000 1px solid" width="36%"> <b>Fair Value Measurement at March 31, 2016</b> </td> <td align="left" width="2%">&#160;</td> </tr> <tr valign="top"> <td align="left">&#160;</td> <td 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<td>&#160;</td> <td width="1%">&#160;</td> <td width="10%">&#160;</td> <td width="2%">&#160;</td> <td width="1%">&#160;</td> <td width="10%">&#160;</td> <td width="2%">&#160;</td> <td width="1%">&#160;</td> <td width="10%">&#160;</td> <td width="2%">&#160;</td> <td width="1%">&#160;</td> <td width="10%">&#160;</td> <td width="2%">&#160;</td> </tr> <tr valign="top"> <td align="left" bgcolor="#e6efff">Derivative convertible debt liability</td> <td align="left" bgcolor="#e6efff" width="1%">$</td> <td align="right" bgcolor="#e6efff" width="10%"> &#160; - </td> <td align="left" bgcolor="#e6efff" width="2%">&#160;</td> <td align="left" bgcolor="#e6efff" width="1%">$</td> <td align="right" bgcolor="#e6efff" width="10%"> &#160; - </td> <td align="left" bgcolor="#e6efff" width="2%">&#160;</td> <td align="left" bgcolor="#e6efff" width="1%">$</td> <td align="right" bgcolor="#e6efff" width="10%"> &#160; - </td> <td align="left" bgcolor="#e6efff" width="2%">&#160;</td> <td align="left" bgcolor="#e6efff" width="1%">$</td> <td align="right" bgcolor="#e6efff" width="10%"> &#160; - </td> <td align="left" bgcolor="#e6efff" width="2%">&#160;</td> </tr> <tr valign="top"> <td align="left">Derivative warrant liability convertible preferred stock</td> <td align="left" width="1%">$</td> <td align="right" width="10%"> 8,291 </td> <td align="left" width="2%">&#160;</td> <td align="left" width="1%">$</td> <td align="right" width="10%"> &#160; - </td> <td align="left" width="2%">&#160;</td> <td align="left" width="1%">$</td> <td align="right" width="10%"> &#160; - </td> <td align="left" width="2%">&#160;</td> <td align="left" width="1%">$</td> <td align="right" width="10%"> 8,291 </td> <td align="left" width="2%">&#160;</td> </tr> <tr valign="top"> <td align="left" bgcolor="#e6efff">Derivative warrants liability on common stock issuance including placement agent warrants</td> <td align="left" bgcolor="#e6efff" width="1%">$</td> <td align="right" bgcolor="#e6efff" width="10%"> 2,852 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mark to market</td> <td align="left" bgcolor="#e6efff" style="BORDER-BOTTOM: #000000 1px solid" width="1%">&#160;</td> <td align="right" bgcolor="#e6efff" style="BORDER-BOTTOM: #000000 1px solid" width="20%"> (43,968 </td> <td align="left" bgcolor="#e6efff" style="BORDER-BOTTOM: #000000 1px solid" width="2%">)</td> </tr> <tr valign="top"> <td align="left">Derivative liability at March 31, 2016</td> <td align="left" style="BORDER-BOTTOM: #000000 1px solid" width="1%">$</td> <td align="right" style="BORDER-BOTTOM: #000000 1px solid" width="20%"> 11,143 </td> <td align="left" style="BORDER-BOTTOM: #000000 1px solid" width="2%">&#160;</td> </tr> </table> 194940 -139829 -43968 11143 0.10 247 0.10 247171 46456 10212 56098 346667 173333 2599999 7.50 7.50 5.00 6.25 6.25 167384 196589 5.00 982945 168273 0.055 19067 9.38 54154 26976 27178 62986 133791 133791 76843 3.50 194940 0 11143 0 <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;"> <b>NOTE 7 &#8211; PREFERRED SHARES SUBJECT TO MANDATORY REDEMPTION</b> </p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;"> <u>Convertible preferred shares</u> </p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;"> On November 7, 2013, the Company sold to certain institutional investors an aggregate of 500 shares of our 10% Series B Convertible Preferred Stock (&#8220;Series B Preferred Stock&#8221;) at a stated value of $1,000 per share of Series B Preferred Stock for gross proceeds of $500,000. Additionally the investors also received Series A, Series B and Series C common stock purchase warrants. The Series A warrants will be exercisable into 1,162,791 shares of our common stock at an exercise price of $0.55 per share, the Series B warrants will be exercisable into 1,162,791 shares of our common stock at an exercise price of $0.43 per share and the Series C warrants will be exercisable into 1,162,791 shares our common stock at an exercise price of $0.55 per share. Holders of the Series B Preferred Stock will be entitled to receive cumulative dividends at the rate per share (as a percentage of the stated value per share) of 10% per annum, payable semi-annually. Each share of the Series B Preferred Stock will be convertible at the option of the holder thereof into that number of shares of common stock determined by dividing the stated value of such share of the Series B Preferred Stock by the conversion price of $0.43, subject to later adjustment. On November 4, 2013, the Company also entered into a registration rights agreement with the investors pursuant to which the Company was obligated to file a registration statement to register the resale of the shares of common stock issuable upon conversion of the Series B Preferred Stock and upon exercise of the Warrants. </p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;"> Between April 16, 2014 and April 22, 2014, the holders of our Series B Preferred Stock exercised their right to have the Company redeem their shares whereby the Company redeemed 247.17 shares of Series B Preferred Stock for $303,839, which included accrued interest of $46,456 and a penalty for late registration of $10,212. The remaining portion of the Series B Preferred Stock, or 252.83 shares, was converted into 796,566 of our common shares at a conversion price of $0.3174 per share. </p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;"> Effective November 7, 2013, the Company issued common stock purchase warrants to the placement agent and its designees as compensation for the services provided by the placement agent in connection with our private placement of 500.00028 shares Series B Preferred Stock, which was completed on November 7, 2013. The warrants issued to the placement agent and its designees are exercisable into an aggregate of 116,279 shares of our common stock with an exercise price of $0.55 per share and have a term of exercise of five years. The Company issued the warrants to six accredited investors and paid certain transactional costs of $78,000. For the period ended December 31, 2014 the Company recorded $54,288 of amortization of the debt discount and deferred financing cost. </p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;"> The Series B Preferred Stock included down-round provisions that reduce the exercise price of a warrant and convertible instrument as required by ASC 815 &#8220;Derivatives and Hedging&#8221;. The aggregate of the derivative liability at issuance was $955,927, which was recorded as amortization of debt discount at issuance and amortized $360,082 cost over the redemption period. </p> 500 0.10 1000 500000 1162791 0.55 1162791 0.43 1162791 0.55 0.10 0.43 247.17 303839 46456 10212 252.83 796566 0.3174 500.00028 116279 0.55 78000 54288 955927 360082 <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;"> <b>NOTE 8 &#8211; STOCKHOLDERS&#8217; EQUITY</b> </p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;"> <u>Preferred shares</u> </p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;"> On October 7, 2013, the Company amended its articles of incorporation to create 100,000,000 shares of preferred stock by filing a Certificate of Amendment to Articles of Incorporation with the Secretary of State of Nevada. The preferred stock may be divided into and issued in series, with such designations, rights, qualifications, preferences, limitations and terms as fixed and determined by our board of directors. The Series A Preferred Stock had 10 votes per share (reduced to 0.2 votes per share as a result of the fifty for one reverse stock split, which became effective as of December 30, 2015) and are not convertible into shares of our common stock. The Series B Convertible Preferred shares have 1,000 shares of our authorized preferred stock are designated as &#8220; 10% Series B Convertible Preferred Stock&#8221;, which have a stated value of $1,000 per share and have liquidation preferences, dividend rights, redemption rights and conversion rights, of which none were issued at March 31, 2016. </p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;"> <i>Grant of series A preferred stock</i> </p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;"> On October 8, 2013, the Company issued a total of 20,000,000 shares of non-convertible Series A Preferred Stock to Steven A. Nickolas and Richard A. Wright ( 10,000,000 shares to each), our directors and executive officers, in consideration for the past services, at a deemed value of $0.001 per share. The company valued these shares based on the cost considering the time and average billing rate of these individuals and recorded a $20,000 stock compensation cost for the year ended March 31, 2014. </p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;"> Our authorized preferred stock was not affected by the reverse stock split and continues to be 100,000,000 shares of preferred stock, with a par value of $0.001 per share. In addition, the number of issued and outstanding shares of Series A Preferred Stock continues to be 20,000,000. However, holders of Series A Preferred Stock had 0.2 vote per share of Series A Preferred Stock, instead of 10 votes per share of Series A Preferred Stock, as a result of the reverse-stock split. </p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;"> On January 22, 2016, the Company amended the certificate of designation for our Series A Preferred Stock by filing an amendment to certificate of designation with the Secretary of State of the State of Nevada. The Company amended the certificate of designation for our Series A Preferred Stock by deleting Section 2.2 of the certificate of designation, which proportionately increases or decreases the number of votes per share of Series A Preferred Stock in the event of any dividend or other distribution on our common stock payable in its common stock or a subdivision or consolidation of the outstanding shares of its common stock. Accordingly, holders of Series A Preferred Stock will have 10 votes per share of Series A Preferred Stock, instead of 0.2 votes per share of Series A Preferred Stock. </p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;"> <i>Grant of series C Convertible preferred stock</i> </p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;"> On March 30, 2016, the Company designated 3,000,000 shares of the authorized and unissued preferred stock of our company as &#8220;Series C Preferred Stock&#8221; by filing a Certificate of Designation with the Secretary of State of the State of Nevada. Each share of the Series C Preferred Stock will be convertible, without the payment of any additional consideration by the holder and at the option of the holder, into one fully paid and non-assessable share of our common stock at any time after (i) the Company achieves consolidated revenue equal to or greater than $15,000,000 in any 12 month period, ending on the last day of any quarterly period of our fiscal year; or (ii) a Negotiated Trigger Event, defined as an event upon which the Series C Preferred Stock will be convertible as may be agreed by our company and the holder in writing from time to time. </p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;"> Effective March 31, 2016, the Company issued a total of 3,000,000 shares of our Series C Preferred Stock to Steven P. Nickolas and Richard A. Wright ( 1,500,000 shares to each), our directors and executive officers, pursuant to their employment agreements dated effective March 1, 2016. </p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;"> <u>Common stock</u> </p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;"> The Company is authorized to issue 1,125,000,000 shares of $0.001 par value common stock. On May 31, 2013, the Company effected a 15 -for- 1 forward stock split of our $0.001 par value common stock. All shares and per share amounts have been retroactively restated to reflect such split. Prior to the acquisition of Alkaline Water Corp., the Company had 109,500,000 shares of common stock issued and outstanding. On May 31, 2013, the Company issued 43,000,000 shares in exchange for a 100% interest in Alkaline Water Corp. For accounting purposes, the acquisition of Alkaline Water Corp. by The Alkaline Water Company Inc. has been recorded as a reverse acquisition of a company and recapitalization of Alkaline Water Corp. based on the factors demonstrating that Alkaline Water Corp. represents the accounting acquirer. Consequently, after the closing of this agreement the Company adopted the business of Alkaline Water Corp.&#8217;s wholly-owned subsidiary, Alkaline 88, LLC. As part of the acquisition, the former management of the Company agreed to cancel 75,000,000 shares of common stock. </p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;"> On December 30, 2015, the Company effected a fifty for one reverse stock split of its authorized and issued and outstanding shares of common stock. As a result, the authorized common stock has decreased from 1,125,000,000 shares of common stock, with a par value of $0.001 per share, to 22,500,000 shares of common stock, with a par value of $0.001 per share. All shares and per share amounts have been retroactively restated to reflect such split. </p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;"> On January 21, 2016, stockholders of our company approved, by written consents, an amendment to the articles of incorporation of our company to increase the number of authorized shares of our common stock from 22,500,000 to 200,000,000. </p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;"> The Company received written consents representing 20,776,000 votes from the holders of shares of its common stock and our Series A Preferred Stock voting as a single class, representing approximately 61% of the voting power of its outstanding common stock and its outstanding Series A Preferred Stock voting as a single class as of the record date (January 12, 2016). 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Each share of common stock the Company sold in the offering was accompanied by a warrant to purchase one-half of a share of common stock at an exercise price of $7.50 per share for a period of five years from the date of issuance. Each share of common stock, together with each warrant was sold at a price of $7.50. </p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;"> Pursuant to the engagement agreement dated March 12, 2014 with H.C. Wainwright &amp; Co., LLC (&#8220;Wainwright&#8221;), Wainwright agreed to act as our exclusive placement agent in connection with the offering. Pursuant to the engagement agreement, the Company paid Wainwright a cash placement fee equal to 8% of the aggregate gross proceeds from the offering, or $208,000, and a non-accountable expense allowance equal to 1% of the aggregate gross proceeds from the offering, or $26,000. In addition, the Company issued warrants to purchase an aggregate of 5.5% of the aggregate number of shares of our common stock sold in the offering, or 19,067, to Wainwright and its designees. These warrants have an exercise price of $9.38 per share and expire on April 16, 2019. </p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;"> On March 4, 2016, the Company completed the offering and sale of an aggregate of 9,000,000 shares of our common stock and warrants to purchase an aggregate of 4,500,000 shares of our common stock, for aggregate gross proceeds of $2,970,000. Each share of common stock the Company sold in the offering was accompanied by one-half of a warrant to purchase one share of common stock at an exercise price of $0.50 per share for a period of two years from the date of issuance. Each share of common stock and accompanying one-half of one warrant was sold at a price of $0.33. </p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;">These securities have been registered under the Securities Act of 1933 pursuant to our registration statement on Form S-1, as amended (No. 333-209124), which was declared effective by the Securities and Exchange Commission on February 11, 2016.</p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;"> Also on March 4, 2016, the Company used the proceeds of the Offering to repay loans in the aggregate principal amounts of $1,500,000 In connection with the repayment of loans in the aggregate principal amounts of $1,500,000 on March 4, 2016, 526,316 shares of our common stock issued to Neil Rogers and held in escrow and 1,500,000 shares of our common stock issued to Turnstone Capital Inc. and held in escrow were cancelled effective as of March 31, 2016. </p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;"> <u>Common stock issued for services</u> </p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;"> On May 15, 2014, the Company issued 2,000 restricted common shares to consultant for services rendered and that were valued at the market value on that date of $7.50 per share. </p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;"> On June 2, 2014, the Company issued 2,000 restricted common shares to consultant for services rendered and that were valued at the market value on that date of $6.50 per share. </p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;"> On June 6, 2014, the Company issued 20,000 restricted common shares to consultant for services rendered and that were valued at the market value on that date of $6.50 per share. </p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;"> On June 11, 2014, the Company issued 5,000 restricted common shares to consultant for services rendered and that were valued at the market value on that date of $6.05 per share. </p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;"> On July 3, 2014, the Company entered into an agreement with a third-party to provide consulting services. The compensation in the agreement was $25,000 in cash upon execution of the agreement and the issuance of 7,000 of the Company&#8217;s common shares as follows: 3,500 common shares upon execution of the agreement, 1,400 common shares on or before July 15, 2014, 1,400 common shares on or before August 15, 2014 and 700 common shares on or before September 15, 2014. </p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;"> On August 1, 2014, the Company issued 20,000 common shares to a consultant for services rendered that were valued at the market value on that date of $875 per share. </p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;"> On August 7, 2014, the Company entered into an agreement with a third-party to provide consulting services. The compensation in the agreement was for 40,000 of the Company&#8217;s common shares to be issued as follows: 10,000 common shares on the date of the execution of the agreement, 10,000 common shares on the date that is 45 days from the execution date, 10,000 common shares on the date that is 90 days from the execution date, and 10,000 common shares on the date that is 135 days from the execution date. </p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;"> On September 2, 2014, the Company issued 1,000 common shares to consultant for services rendered that were valued at the market value on that date of $6.75 per share. </p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;"> On September 30, 2014, the Company issued 6,000 common shares to consultant for services rendered that were valued at the market value on that date of $5.00 per share. </p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;"> On October 1, 2014, the Company issued 800 common shares to consultant for services rendered that were valued at the market value on that date of $5.65 per share. </p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;"> On February 18, 2015, the Company issued 1,000 common shares to consultant for services rendered that were valued at the market value on that date of $3.50 per share. </p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;"> On February 18, 2015, the Company issued 24,500 common shares to consultants for services rendered that were valued at the market value on that date of $5.00 per share. </p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;"> On February 18, 2015, the Company issued 71,000 common shares to employees for services rendered that were valued at the market value on that date of $5.00 per share. </p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;"> On April 7, 2015, the Company issued 40,000 restricted common shares to consultant for services rendered that were valued at the market value on that date of $3.50 per share. </p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;"> On April 10, 2015, the Company issued 30,000 restricted common shares to consultant for services rendered that were valued at the market value on that date of $4.85 per share. </p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;"> On April 27, 2015, the Company issued 40,000 restricted common shares to consultant for services rendered that were valued at the market value on that date of $4.00 per share. </p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;"> On May 1, 2015, the Company issued 5,000 restricted common shares to consultant for services rendered that were valued at the market value on that date of $4.00 per share. </p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;"> On May 6, 2015, the Company issued 6,000 restricted common shares to consultant for services rendered that were valued at the market value on that date of $4.85 per share. </p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;"> On June 15, 2015 the Company issued 30,000 restricted common shares to consultant for services rendered that were valued at the market value on that date of $4.70 per share. </p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;"> On August 1, 2015 the Company issued 5,000 restricted common shares to consultant for services rendered that were valued at the market value on that date of $6.75 per share. </p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;"> On August 25, 2015 the Company issued 30,000 restricted common shares to consultant for services rendered that were valued at the market value on that date of $5.45 per share. </p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;"> On August 27, 2015 the Company issued 6,000 restricted common shares to consultant for services rendered that were valued at the market value on that date of $5.05 per share. </p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;"> On August 28, 2015 the Company issued 4,000 common shares to consultant for services rendered that were valued at the market value on that date of $5.00 per share. </p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;"> On September 30, 2015 the Company issued 10,000 common shares to consultant for services rendered that were valued at the market value on that date of $4.90 per share. </p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;"> On December 11, 2015 the Company issued 24,000 common shares to consultants for services rendered that were valued at the market value on that date of $2.15 per share. </p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;"> On December 11, 2015, the Company issued 44,000 common shares to employees for services rendered that were valued at the market value on that date of $2.15 per share. </p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;"> On January 19, 2016, the Company reached an agreement with a contractor and agreed to issue 60,000 shares of restricted common stock for services rendered that were valued at the market value on that date of $0.90 per share. </p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;"> On January 28, 2016, the company issued 10,000 shares of common stock forpastservicesperformedbyaformeremployeeofourcompany. </p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;"> On January 29, 2016, the Company issued 400,000 common shares to a consultant for services rendered that were valued at the market value on that date of $0.52 per share. </p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;"> On February 5, 2016, the Company reached an agreement with a contractor and agreed to issue 10,000 shares of restricted common stock for services that were valued at the market value on that date of $0.85 per share. </p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;"> On March 1 2016, the Company reached an agreement with a contractor and agreed to issue 945,000 shares of common stock for services that were valued at the market value on that date of $0.99 per share. </p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;"> On March 1, 2016, the company issued 30,000 shares of common stock forpastservicesperformedbyaformeremployeeofourcompany. </p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;"> <u>Common stock issued in conjunction with notes</u> </p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;"> On May 22, 2015, the Company issued 20,000 restricted common shares in conjunction with a $250,000 note payable that were valued at the market value on that date of $3.95 per share. </p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;"> On August, 20, 2015, the Company issued 20,000 restricted common shares in conjunction with a $240,000 note payable that were valued at the market value on that date of $5.75 per share. </p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;"> On October 28, 2015, the Company issued 10,000 restricted common shares in conjunction with a $62,000 note payable that were valued at the market value on that date of $4.25 per share. </p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;"> On March 30, 2016 pursuant to a convertible note issued September 28, 2015 the $89,100 of principal balance was converted to 270,000 common shares of the Company Stock. </p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;"> On March 31, 2016, the Company entered into a promissory note and warrant exchange agreement (the &#8220;March Exchange Agreement&#8221;) with six holders of our promissory notes (each, a &#8220;Note&#8221;) in the aggregate principal amount of $310,000 and warrants (each, a &#8220;March Warrant&#8221;) to purchase an aggregate of 88,563 shares of our common stock, whereby we exchanged the holders&#8217; Notes and March Warrants, for no additional consideration, for an aggregate of 551,246 shares of our common stock (the &#8220;March Exchange&#8221;), and following the March Exchange, the Notes and March Warrants were automatically cancelled and terminated and the holders have no further rights pursuant to the Notes, March Warrants and any agreement or instrument pursuant to which such Notes or March Warrants were issued. 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font-size: 10pt;"> <b>NOTE 9 &#8211; OPTIONS AND WARRANTS</b> </p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;"> <u>Stock option awards</u> </p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;"> On October 9, 2013, the Company granted a total of 120,000 stock options to Steven A. Nickolas and Richard A. Wright ( 60,000 stock options to each). The stock options are exercisable at the exercise price of $30.25 per share for a period of ten years from the date of grant. The stock options vest as follows: (i) 20,000 upon the date of grant; and (ii) 10,000 per quarter until fully vested. </p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;"> On May 12, 2014, the Company granted a total of 16,400 stock options to employees and consultants. The stock options are exercisable at the exercise price of $7.50 per share for a period of ten years from the date of grant. 10,050 stock options vested upon the date of grant, 2,325 stock options vest on December 31, 2014, 2,325 stock options vest on December 31, 2014 and 1,700 stock options vest on December 31, 2014. </p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;"> On May 12, 2014, the Company granted a total of 24,000 stock options Steven A. Nickolas and Richard A. Wright ( 12,000 stock options to each). The stock options are exercisable at the exercise price of $8.25 per share for a period of ten years from the date of grant. 24,000 stock options vested upon the date of grant. </p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;"> On May 16, 2014, the Company granted a total of 5,000 stock options to a consultant. The stock options are exercisable at the exercise price of $7.15 per share for a period of ten years from the date of grant. 1,250 stock options vested upon the date of grant, 1,250 stock options vest on December 31, 2014, 1,250 stock options vest on December 31, 2014 and 1,250 stock options vest on December 31, 2014. </p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;"> On May 21, 2014, the Company granted a total of 120,000 stock options Steven A. Nickolas and Richard A. Wright ( 60,000 stock options to each). The stock options are exercisable at the exercise price of $7.275 per share for a period of ten years from the date of grant. 60,000 stock options vested upon the date of grant and the 60,000 stock options will vest on November 21, 2014. </p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;"> On October 31, 2014, the Company amended the 2013 Equity Incentive Plan to, among other things, increase the number of shares of stock of the company available for the grant of awards under the plan from 400,000 shares to 700,000 shares. </p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;"> On October 31, 2014, the Company reduced the exercise price of an aggregate of 120,000 stock options granted on October 9, 2013 to Steven P. Nickolas and Richard A. Wright, our directors and executive officers, to $7.50 per share and extended the exercise date to October 9, 2023. </p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;"> On February 18, 2015, the Company reduced the exercise price of an aggregate of 32,000 stock options granted on to Steven P. Nickolas and Richard A. Wright, our directors and executive officers, to $5.75 per share an exercise date to February 18, 2020, with vested immediately. </p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;"> On February 18, 2015, the Company granted a total of 26,000 stock options to employees and consultants. The stock options are exercisable at the exercise price of $5.00 per share for a period of ten years from the date of grant. 17,750 stock options vested by March 31, 2015, 2,750 stock options vested on June 30, 2015, 2,750 stock options vested on September 30, 2015 and 2,750 stock options vested on December 31, 2015. </p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;"> On January 29, 2016, the Company granted a total of 1,310,000 stock options to certain employees. The stock options are exercisable at the exercise price of $0.52 per share for a period of 7.6 years from the date of grant and vested upon the date of grant. </p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;"> On January 29, 2016, the Company granted a total of 3,000,000 stock options Steven A. Nickolas and Richard A. Wright ( 1,500,000 stock options to each). The stock options are exercisable at the exercise price of $0.52 per share for a period of 7.6 years from the date of grant and vested upon the date of grant. </p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;"> On March 4, 2016, the Company completed the offering and sale of an aggregate of 9,000,000 shares of our common stock the offering included warrants to purchase an aggregate of 4,500,000 shares of our common stock, at an exercise price of $0.50 per share for a period of two years from the date of issuance. </p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;"> For the years ended March 31, 2016 and March 31, 2015 the Company has recognized compensation expense of $2,425,495 and $4,039,291 respectively, on the stock options granted that vested. The fair value of the unvested shares is $0 as of March, 2016. The aggregate intrinsic value of these options was $0 at March 31, 2016. 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font-size: 10pt;"> The Company agreed to reduce the exercise price of certain existing warrants to $5.00 per share in consideration for the immediate exercise of the existing warrants by the holders. As consideration, the holders were issued new common stock purchase warrants of the Company to purchase up to a number of shares of our common stock equal to the number of existing warrants exercised by the holders, provided that the exercise price of the new warrants will be $6.25 per share. </p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;"> On August 21, 2014, pursuant to a Warrant Amendment Agreement, the Company issued an aggregate of 196,589 shares of the Company&#8217;s common stock upon the exercise of Existing Warrants at an exercise price of $5.00 per share for aggregate gross proceeds of $982,945. Simultaneously, the Company issued new warrants to purchase an aggregate of 196,589 shares of our common stock with a term of 5 years and exercise price of $6.25 per warrant share. The Company recorded this issuance in additional paid-in capital. </p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;"> On October 7, 2014, pursuant to a Warrant Amendment Agreement, the Company issued an aggregate of 93,996 shares of the Company&#8217;s common stock upon exercise of the Existing Warrants at an exercise price of $5.00 per share for aggregate gross proceeds of $469,980. Simultaneously, the Company issued new warrants to purchase an aggregate of 93,996 shares of our common stock with a term of 5 years and exercise price of $6.25 per warrant share. The Company recorded this issuance in additional paid-in capital. </p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;"> On October 22, 2014, the Company entered into a master lease agreement with Veterans Capital Fund, LLC (the &#8220;Lessor&#8221;) for the secured lease line of credit financing in an amount not to exceed $600,000. The lease is expected to be secured by three new alkaline generating electrolysis system machines. Our wholly-owned subsidiary, Alkaline 88, LLC, and Water Engineering Solutions, LLC acted as co-lessees. Water Engineering Solutions, LLC is an entity that is controlled and owned by our President, Chief Executive Officer, director and major stockholder, Steven P. Nickolas, and our Vice-President, Secretary, Treasurer and director, Richard A. Wright. Pursuant to the master lease agreement, the Lessor agreed to lease to us the equipment described in any equipment schedule signed by us and approved by the Lessor. It is expected that any lease under the master lease agreement will be structured for a three-year lease term with fixed monthly lease rental payments based on a monthly lease rate factor of 3.4667% of the Lessor&#8217;s capital cost. 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Nickolas, and our Vice-President, Secretary, Treasurer and director, Richard A. Wright. Pursuant to the master lease agreement, the Lessor agreed to lease to us the equipment described in any equipment schedule signed by us and approved by the Lessor. It is expected that any lease under the master lease agreement will be structured for a three-year lease term with fixed monthly lease rental payments based on a monthly lease rate factor of 3.4667% of the Lessor&#8217;s capital cost. 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As of March 31, 2016 $25,000 was converted into 44,455 shares of common stock and the discount was fully amortized. </p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;"> On July 1, 2015 the Company entered into a $25,000 Convertible promissory note was convertible into Common stock at $3.50 per share. The Convertible promissory note had an 8% annual interest rate, 1 -year term and rights to 7,143 warrants with a two year term an exercise price of $5.00 per share. The Company evaluated this transaction under ASC 470-20 &#8220;Debt with Conversion and Other Options&#8221; and determined that a discount of $25,000 was provided and will be amortized over the 1 -year term of the note. As of March 31, 2016 $25,000 was converted into 44,455 shares of common stock and the discount was fully amortized. </p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;"> On July 1, 2015 the Company entered into a $25,000 Convertible promissory note was convertible into Common stock at $3.50 per share. The Convertible promissory note had an 8% annual interest rate, 1 -year term and rights to 7,143 warrants with a two year term an exercise price of $5.00 per share. The Company evaluated this transaction under ASC 470-20 &#8220;Debt with Conversion and Other Options&#8221; and determined that a discount of $25,000 was provided and will be amortized over the 1 -year term of the note. As of March 31, 2016 $25,000 was converted into 44,455 shares of common stock and the discount was fully amortized. </p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;"> On July 7, 2015 the Company entered into a $25,000 Convertible promissory note was convertible into Common stock at $3.50 per share. The Convertible promissory note had an 8% annual interest rate, 1 -year term and rights to 7,143 warrants with a two year term an exercise price of $5.00 per share. The Company evaluated this transaction under ASC 470-20 &#8220;Debt with Conversion and Other Options&#8221; and determined that a discount of $25,000 was provided and will be amortized over the 1 -year term of the note. As of March 31, 2016 $25,000 was converted into 44,455 shares of common stock and the discount was fully amortized. </p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;"> On July 13, 2015 the Company entered into a $25,000 Convertible promissory note was convertible into Common stock at $3.50 per share. The Convertible promissory note had an 8% annual interest rate, 1 -year term and rights to 7,143 warrants with a two year term an exercise price of $5.00 per share. The Company evaluated this transaction under ASC 470-20 &#8220;Debt with Conversion and Other Options&#8221; and determined that a discount of $25,000 was provided and will be amortized over the 1 -year term of the note. As of March 31, 2016 $25,000 was converted into 44,455 shares of common stock and the discount was fully amortized. </p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;"> On July 17, 2015 the Company entered into a $25,000 Convertible promissory note was convertible into Common stock at $3.50 per share. The Convertible promissory note had an 8% annual interest rate, 1 -year term and rights to 7,143 warrants with a two year term an exercise price of $5.00 per share. The Company evaluated this transaction under ASC 470-20 &#8220;Debt with Conversion and Other Options&#8221; and determined that a discount of $25,000 was provided and will be amortized over the 1 -year term of the note. 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font-size: 10pt;"> <b>NOTE 10 &#8211; RELATED PARTY TRANSACTIONS</b> </p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;"> On October 31, 2014, the Company amended the 2013 Equity Incentive Plan to, among other things, to increase the number of shares of stock of the Company available for the grant of awards under the plan from 20,000,000 shares to 35,000,000 shares. </p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;"> On October 31, 2014, the Company reduced the exercise price of an aggregate of 120,000 stock options granted to Steven P. 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Nickolas</td> <td align="center" bgcolor="#e6efff" style="BORDER-BOTTOM: #000000 1px solid" width="16%">October 9, 2013</td> <td align="center" bgcolor="#e6efff" style="BORDER-BOTTOM: #000000 1px solid" width="16%"> $30.25 </td> <td align="center" bgcolor="#e6efff" style="BORDER-BOTTOM: #000000 1px solid" width="16%"> $7.50 </td> <td align="center" bgcolor="#e6efff" style="BORDER-BOTTOM: #000000 1px solid" width="16%">October 9, 2023</td> <td align="center" bgcolor="#e6efff" style="BORDER-BOTTOM: #000000 1px solid" width="16%"> 60,000 </td> </tr> <tr valign="top"> <td align="left" style="BORDER-BOTTOM: #000000 1px solid">Richard A. Wright</td> <td align="center" style="BORDER-BOTTOM: #000000 1px solid" width="16%">October 9, 2013</td> <td align="center" style="BORDER-BOTTOM: #000000 1px solid" width="16%"> $30.25 </td> <td align="center" style="BORDER-BOTTOM: #000000 1px solid" width="16%"> $7.50 </td> <td align="center" style="BORDER-BOTTOM: #000000 1px solid" width="16%">October 9, 2023</td> <td align="center" style="BORDER-BOTTOM: #000000 1px solid" width="16%"> 60,000 </td> </tr> </table> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;"> On May 21, 2014, the Company granted a total of 120,000 stock options Steven A. Nickolas and Richard A. Wright ( 60,000 stock options to each). The stock options are exercisable at the exercise price of $7.275 per share for a period of ten years from the date of grant. 60,000 stock options vested upon the date of grant and 60,000 stock options will vest on November 21, 2014. </p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;"> On October 9, 2013, the Company granted a total of 120,000 stock options to Steven A. Nickolas and Richard A. Wright ( 60,000 stock options to each). The stock options are exercisable at the exercise price of $30.25 per share for a period of ten years from the date of grant. For each individual, the stock options vest as follows: (i) 20,000 upon the date of grant; and (ii) 10,000 per quarter until fully vested. </p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;"> On October 8, 2013, the Company issued a total of 20,000,000 shares of non-convertible Series A Preferred Stock to Steven A. Nickolas and Richard A. Wright ( 10,000,000 shares to each), our directors and executive officers, in consideration for the past services, at a deemed value of $0.001 per share. We valued these shares based on the cost considering the time and average billing rate of these individuals and recorded a $20,000 stock compensation cost for the year ended March 31, 2014. </p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;"> On January 29, 2016, the Company granted a total of 3,000,000 stock options Steven A. Nickolas and Richard A. Wright ( 1,500,000 stock options to each). The stock options are exercisable at the exercise price of $0.52 per share for a period of 7.6 years from the date of grant and vested upon the date of grant. </p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;"> Effective March 31, 2016, the Company issued a total of 3,000,000 shares of our Series C Preferred Stock to Steven P. Nickolas and Richard A. Wright ( 1,500,000 shares to each), our directors and executive officers, pursuant to their employment agreements dated effective March 1, 2016. </p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;"> On April 2, 2014, the Company entered into a sale-leaseback transaction with Water Engineering Solutions LLC, an entity that is controlled and owned by an officer, director and shareholder, for specialized equipment with an original cost of $208,773 and that was acquired in August 2013. The Company received proceeds of $188,000 in April 2014. The lease terms are 60 monthly payments of $3,812, payable 30 days after installation of the equipment and a purchase option of $1.00. The Company recorded a loss on sales leaseback of $20,773. </p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;"> As of March 31, 2014, the Company had $0 in equipment deposits with an entity that is controlled and owned by an officer, director and shareholder of the Company. During the year ended March 31, 2014, the Company provided $201,900 of deposits on equipment used to produce our alkaline water to an entity that is controlled and owned by an officer, director and shareholder of the Company. During the month of March 2014, these funds were returned to the Company. </p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;"> During the year ended March 31, 2014 the Company acquired equipment of $208,773 and $10,287 from an entity that is controlled and majority-owned by an officer, director and shareholder of the Company. </p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;"> On January 17, 2014 the Company entered into an equipment lease with Water Engineering Solutions LLC, an entity that is controlled and owned by an officer, director and shareholder, for specialized equipment used to make our alkaline water totaling $190,756 and agreed to a 60 -month term at $2,512 per month and a final payment of $28,585. On February 12, 2014 the Company amended this lease, as noted above, with equipment deposits of $201,900 being returned to the Company. In addition, the lease terms were amended to 60 monthly payments of $3,864, payable 30 days after installation of the equipment and a purchase option of $1.00. </p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;"> On August 1, 2013, the Company entered into a 3 -year sub-lease agreement requiring a monthly payment of $2,085 for office space in Scottsdale, Arizona, with a basic monthly lease increase of 8% and 7% on each anniversary date. The Company or the landlord can cancel the lease with 30 days&#8217; notice. The sub-lessor is an entity owned by the Company&#8217;s Chief Executive Officer and President. </p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;"> Under the terms of the exclusive manufacturing agreement entered into on April 15, 2013 between the Company and Water Engineering Solutions LLC, a related party, the Company paid $690,000 on May 1 2014 for specialized equipment used in the production of our alkaline water. Under this agreement, the Company paid deposits on equipment as follows: May 1, 2014 $690,000, June 27, 2014 $21,500, July 1, 2014 $115,000, August 7, 2014 $10,000, August 5, 2014 $5,000, August 19, 2014 $2,000, August 22, 2014 $100,000, October 14, 2014 $70,000, November 4, 2014 $7,676 and November 7, 2014 $5,002. The Company received equipment valued at $278,769 and reduced the deposit on equipment. During the year ended March 31, 2016 the company made purchased equipment of $312,500 to Water Engineering Solutions. Water Engineering Solutions, LLC is an entity that is controlled and majority owned by Steven P. Nickolas and Richard A. Wright for the production of our alkaline water. </p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;"> <i>Employment Agreement with Steven P. Nickolas</i> </p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;"> On March 30, 2016, the Company entered into an employment agreement dated effective March 1, 2016 with Steven P. Nickolas, our president, chief executive officer and director, pursuant to which Mr. Nickolas agreed to perform such duties as are regularly and customarily performed by the president and chief executive officer of a corporation, and any other duties consistent with Mr. Nickolas&#8217;s position in our company. Pursuant to the terms of the employment agreement, the Company have agreed to (i) pay Mr. Nickolas $15,000 per month or such other amount as may be determined by our board of directors from time to time; and (ii) issue to Mr. Nickolas 1,500,000 shares of our Series C Preferred Stock (issued effective as of March 31, 2016). The Company also agreed that each of the following events constitute a &#8220;Negotiated Trigger Event&#8221; as defined in the Certificate of Designation for the Series C Preferred Stock: (i) the occurrence of a change of control event; (ii) the death of Mr. Nickolas; and (iii) the termination of the employment agreement for any reason. </p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;">In addition, the Company may (i) grant awards under our 2013 equity incentive plan to Mr. Nickolas from time to time and (ii) pay to Mr. Nickolas an annual discretionary performance bonus in an amount to be determined by our board of directors in its sole discretion. Mr. Nickolas will also be eligible to participate in other bonus programs offered by our company to our senior staff from time to time.</p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;"> In addition, Mr. Nickolas will be entitled to participate in all of our employee benefit plans provided by our company to our senior officers. If the Company does not provide such plans at any time, the Company agreed to reimburse Mr. Nickolas for the reasonable cost of any such plans obtained privately. The Company also agreed to (i) provide Mr. Nickolas with vehicle leased in our company&#8217;s name, with lease payments not exceeding $700 /month or such other amount as may be determined by our board of directors; (ii) pay Mr. Nickolas an allowance of $5,000 per month or such other amount as may be determined by our board of directors, which may be used by Mr. Nickolas as he sees fit, including without limitation, the funding of non-qualified retirement plans; (iii) reimburse Mr. Nickolas for any expenses that he incurs in connection with his duties under his employment agreement. Mr. Nickolas will be entitled in each year to five weeks&#8217; 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. </p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;"> The initial term of the employment agreement is three years and, on the third anniversary of the effective date of the employment and on each annual anniversary date thereafter, the term of the employment agreement will automatically be extended by one additional year unless either party gives 90 days&#8217; written notice to the other of its intention not to renew the employment agreement. </p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;"> If, within 90 days of the occurrence of a change of control event, Mr. Nickolas resigns from his employment relationship with our company or our company terminates his employment agreement for any reason other than for just cause, then the Company agreed to pay Mr. Nickolas severance in an amount equal to the following: 36 months&#8217; salary plus an amount, if any, equal to the following: one month&#8217;s salary multiplied by the number of calendar years, starting on the effective date of the employment agreement, that Mr. Nickolas is employed by our company under his employment agreement. </p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;"> The Company may terminate Mr. Nickolas&#8217;s employment at any time for other than just cause by delivering to Mr. Nickolas written notice of termination. In such a case, the Company agreed to pay Mr. Nickolas severance in an amount equal to the following: 36 months&#8217; salary plus an amount, if any, equal to the following: one month&#8217;s salary multiplied by the number of calendar years, starting on the effective date of the employment, that Mr. Nickolas is employed by our company under his employment agreement. </p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;"> Subject to applicable employment laws or similar legislation, the Company may terminate Mr. Nickolas&#8217;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. Mr. Nickolas&#8217;s employment will automatically terminate on his death. In the event Mr. Nickolas&#8217;s employment with our company terminates by reason of Mr. Nickolas&#8217;s death or disability, then upon and immediately effective on the date of termination the Company agreed to promptly pay and provide Mr. Nickolas (or in the event of Mr. Nickolas&#8217;s death, Mr. Nickolas&#8217;s estate); any unpaid salary and any outstanding and accrued regular and special vacation pay through the date of termination; reimbursement for any unreimbursed expenses incurred through to the date of termination; and any outstanding amounts due under any awards which will be dealt with in accordance with our 2013 equity incentive plan and award agreement. 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In the event that Mr. Nickolas&#8217;s employment with our company is terminated by our company for just cause, Mr. Nickolas 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. Nickolas by our company as of the date of termination, except for any awards under our 2013 equity incentive plan will be dealt with in accordance with the plan and award agreement.</p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;">Provided that Mr. Nickolas has acted within the scope of his authority, the Company agreed to indemnify and save harmless Mr. Nickolas (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.</p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;">Mr. Nickolas agreed to indemnify and save harmless our company against, and agree to hold it harmless from, any and all damages, injuries, claims, demands, actions, liability, costs and expenses (including reasonable legal fees) incurred or made against our company arising from or connected with the performance or non-performance of his employment by him or the beach of any warranty, representation or covenant herein by him, other than claims by him pursuant to his employment agreement.</p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;">If and to the extent the Company maintain directors&#8217; and officers&#8217; liability insurance for the protection of our executives in connection with acts and omissions occurring during their employment with our company, the Company agreed that Mr. Nickolas 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.</p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;"> <i>Employment Agreement with Richard A. Wright</i> </p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;"> On March 30, 2016, the Company entered into an employment agreement dated effective March 1, 2016 with Richard A. Wright, our vice-president, secretary, treasurer and director, pursuant to which Mr. Wright agreed to perform such duties as are regularly and customarily performed by the vice president, secretary and treasurer of a corporation, and any other duties consistent with Mr. Wright&#8217;s position in our company. Pursuant to the terms of the employment agreement, the Company have agreed to (i) pay Mr. Wright $14,000 per month or such other amount as may be determined by our board of directors from time to time; and (ii) issue to Mr. Wright 1,500,000 shares of our Series C Preferred Stock (issued effective as of March 31, 2016). The Company also agreed that each of the following events constitute a &#8220;Negotiated Trigger Event&#8221; as defined in the Certificate of Designation for the Series C Preferred Stock: (i) the occurrence of a change of control event; (ii) the death of Mr. Wright; and (iii) the termination of the employment agreement for any reason. </p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;">In addition, the Company may (i) grant awards under our 2013 equity incentive plan to Mr. Wright from time to time and (ii) pay to Mr. Wright an annual discretionary performance bonus in an amount to be determined by our board of directors in its sole discretion. Mr. Wright will also be eligible to participate in other bonus programs offered by our company to our senior staff from time to time.</p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;"> In addition, Mr. Wright will be entitled to participate in all of our employee benefit plans provided by our company to our senior officers. If the Company do not provide such plans at any time, the Company agreed to reimburse Mr. Wright for the reasonable cost of any such plans obtained privately. The Company also agreed to (i) provide Mr. Wright with vehicle leased in our company&#8217;s name, with lease payments not exceeding $700 /month or such other amount as may be determined by our board of directors; (ii) pay Mr. Wright an allowance of $5,000 per month or such other amount as may be determined by our board of directors, which may be used by Mr. Wright as he sees fit, including without limitation, the funding of non-qualified retirement plans; (iii) reimburse Mr. Wright for any expenses that he incurs in connection with his duties under his employment agreement. Mr. Wright will be entitled in each year to five weeks&#8217; 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. </p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;"> The initial term of the employment agreement is three years and, on the third anniversary of the effective date of the employment and on each annual anniversary date thereafter, the term of the employment agreement will automatically be extended by one additional year unless either party gives 90 days&#8217; written notice to the other of its intention not to renew the employment agreement. </p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;"> If, within 90 days of the occurrence of a change of control event, Mr. Wright resigns from his employment relationship with our company or our company terminates his employment agreement for any reason other than for just cause, then the Company agreed to pay Mr. Wright severance in an amount equal to the following: 36 months&#8217; salary plus an amount, if any, equal to the following: one month&#8217;s salary multiplied by the number of calendar years, starting on the effective date of the employment agreement, that Mr. Wright is employed by our company under his employment agreement. </p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;"> The Company may terminate Mr. Wright&#8217;s employment at any time for other than just cause by delivering to Mr. Wright written notice of termination. In such a case, the Company agreed to pay Mr. Wright severance in an amount equal to the following: 36 months&#8217; salary plus an amount, if any, equal to the following: one month&#8217;s salary multiplied by the number of calendar years, starting on the effective date of the employment, that Mr. Wright is employed by our company under his employment agreement. </p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;"> Subject to applicable employment laws or similar legislation, the Company may terminate Mr. Wright&#8217;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. Mr. Wright&#8217;s employment will automatically terminate on his death. In the event Mr. Wright&#8217;s employment with our company terminates by reason of Mr. Wright&#8217;s death or disability, then upon and immediately effective on the date of termination the Company agreed to promptly pay and provide Mr. Wright (or in the event of Mr. Wright&#8217;s death, Mr. Wright&#8217;s estate); any unpaid salary and any outstanding and accrued regular and special vacation pay through the date of termination; reimbursement for any unreimbursed expenses incurred through to the date of termination; and any outstanding amounts due under any awards which will be dealt with in accordance with our 2013 equity incentive plan and the award agreement. In the event Mr. Wright&#8217;s employment is terminated due to a disability, the Company agreed to pay to Mr. Wright the severance referred to above. </p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;">The Company may terminate Mr. Wright&#8217;s employment for just cause at any time by delivering to Mr. Wright written notice of termination. In the event that Mr. Wright&#8217;s employment with our company is terminated by our company for just cause, Mr. Wright will not be entitled to any additional payments or benefits (except as otherwise provided in his employment agreement), other than for amounts due and owing to Mr. Wright by our company as of the date of termination, except for any awards under our 2013 equity incentive plan will be dealt with in accordance with the plan and award agreement.</p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;">Provided that Mr. Wright has acted within the scope of his authority, the Company agreed to indemnify and save harmless Mr. Wright (including his heirs and legal representatives) against any and all costs, claims and expenses (including any amounts paid to settle any actions or satisfy any judgments) which: he may suffer or incur by reason of any matter or thing which he may in good faith do or have done or caused to be done as an employee, officer or director of our company, any of its subsidiaries or of any of their respective affiliates; or was reasonably incurred by him in respect of any civil, criminal or administrative action or proceeding to which he is made a party by reason of being or having been an employee, officer or director of our company, any of its subsidiaries or of any of their respective affiliates; provided that, the foregoing indemnification will apply only if: he acted honestly and in good faith with a view to the best interests of our company, any of its subsidiaries or any of their respective affiliates; and in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, he had reasonable grounds for believing that his conduct was lawful.</p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;">Mr. Wright agreed to indemnify and save harmless our company against, and agree to hold it harmless from, any and all damages, injuries, claims, demands, actions, liability, costs and expenses (including reasonable legal fees) incurred or made against our company arising from or connected with the performance or non-performance of his employment by him or the beach of any warranty, representation or covenant herein by him, other than claims by him pursuant to his employment agreement.</p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;">If and to the extent the Company maintain directors&#8217; and officers&#8217; liability insurance for the protection of our executives in connection with acts and omissions occurring during their employment with our company, the Company agreed that Mr. Wright will be included as an officer and director who is covered by such policy on a basis no less favorable than made available to other executives of our company.</p> <table border="0" cellpadding="0" cellspacing="0" style="border-color: black; font-size: 10pt; border-collapse: collapse; font-family: times new roman,times,serif;" width="100%"> <tr valign="top"> <td align="left">&#160;</td> <td align="left" nowrap="nowrap" width="16%">&#160;</td> <td align="left" nowrap="nowrap" width="16%">&#160;</td> <td align="center" nowrap="nowrap" width="16%"> <b>New Exercise</b> </td> <td align="left" nowrap="nowrap" width="16%">&#160;</td> <td align="left" nowrap="nowrap" width="16%">&#160;</td> </tr> <tr valign="top"> <td align="left">&#160;</td> <td align="left" nowrap="nowrap" width="16%">&#160;</td> <td align="center" nowrap="nowrap" width="16%"> <b>Old Exercise</b> </td> <td align="center" nowrap="nowrap" width="16%"> <b>Price per</b> </td> <td align="left" nowrap="nowrap" width="16%">&#160;</td> <td align="center" nowrap="nowrap" width="16%"> <b>Number of Stock</b> </td> </tr> <tr valign="top"> <td align="left" style="BORDER-BOTTOM: #000000 1px solid"> <b>Name of Optionee</b> </td> <td align="center" nowrap="nowrap" style="BORDER-BOTTOM: #000000 1px solid" width="16%"> <b>Grant Date</b> </td> <td align="center" nowrap="nowrap" style="BORDER-BOTTOM: #000000 1px solid" width="16%"> <b>Price per Share</b> </td> <td align="center" nowrap="nowrap" style="BORDER-BOTTOM: #000000 1px solid" width="16%"> <b>Share</b> </td> <td align="center" nowrap="nowrap" style="BORDER-BOTTOM: #000000 1px solid" width="16%"> <b>Expiration Date</b> </td> <td align="center" nowrap="nowrap" style="BORDER-BOTTOM: #000000 1px solid" width="16%"> <b>Options</b> </td> </tr> <tr valign="top"> <td align="left" bgcolor="#e6efff" style="BORDER-BOTTOM: #000000 1px solid">Steven P. 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The Company recorded the valuation allowance due to the uncertainty of future realization of federal and state net operating loss carryforwards. 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The current income tax benefit of $830,000 and $1,270,000 generated for the years ended March 31, 2016 and 2015, respectively, was offset by an equal increase in the valuation allowance. The valuation allowance was increased due to uncertainties as to the Company&#8217;s ability to generate sufficient taxable income to utilize the net operating loss carryforwards and other deferred income tax items. </p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;">The Company recognizes interest and penalties related to uncertain tax positions in general and administrative expense. 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The Company shall have the option to extend this lease for one (1) additional three (3) year term for increased monthly rent. </p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;"> On August 1, 2013 the Company entered into a 3 -year sub-lease agreement requiring a monthly payment of $2,085 for office space in Scottsdale, Arizona, with a basic monthly lease increase of 8% and 7% on each anniversary date. The Company or the landlord can cancel the lease with 30 days&#8217; notice. The sub-lessor is an entity owned by the Company&#8217;s Chief Executive Officer and President. </p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;"> On August 2, 2013 the Company entered into a 4 -year lease agreement for certain office equipment requiring a monthly payment of $870. </p> <table border="0" cellpadding="0" cellspacing="0" style="border-color: black; font-size: 10pt; border-collapse: collapse; font-family: times new roman,times,serif;" width="80%"> <tr valign="top"> <td align="left">&#160;</td> <td align="left" width="1%">&#160;</td> <td align="center" width="17%"> <b> <u>Facilities</u> </b> </td> <td align="center" width="2%">&#160;</td> <td align="center" width="1%">&#160;</td> <td align="center" width="17%"> <b> <u>Equipment</u> </b> </td> <td align="left" width="2%">&#160;</td> </tr> <tr valign="top"> <td align="left" bgcolor="#e6efff">Year ending March 31, 2017</td> <td align="left" bgcolor="#e6efff" width="1%">$</td> <td align="right" bgcolor="#e6efff" width="17%"> 87,648 </td> <td align="left" bgcolor="#e6efff" width="2%">&#160;</td> <td align="left" bgcolor="#e6efff" width="1%">$</td> <td align="right" bgcolor="#e6efff" width="17%"> 10,436 </td> <td align="left" bgcolor="#e6efff" width="2%">&#160;</td> </tr> <tr valign="top"> <td align="left">Year ending March 31, 2018</td> <td align="left" style="BORDER-BOTTOM: #000000 1px solid" width="1%">&#160;</td> <td align="right" style="BORDER-BOTTOM: #000000 1px solid" width="17%"> 42,000 </td> <td align="left" width="2%">&#160;</td> <td align="left" style="BORDER-BOTTOM: #000000 1px solid" width="1%">&#160;</td> <td align="right" style="BORDER-BOTTOM: #000000 1px solid" width="17%"> 4,348 </td> <td align="left" width="2%">&#160;</td> </tr> <tr valign="top"> <td align="left" bgcolor="#e6efff">Total Minimum Lease Payments:</td> <td align="left" bgcolor="#e6efff" style="BORDER-BOTTOM: #000000 3px double" width="1%">$</td> <td align="right" bgcolor="#e6efff" style="BORDER-BOTTOM: #000000 3px double" width="17%"> 129,648 </td> <td align="left" bgcolor="#e6efff" width="2%">&#160;</td> <td align="left" bgcolor="#e6efff" style="BORDER-BOTTOM: #000000 3px double" width="1%">$</td> <td align="right" bgcolor="#e6efff" style="BORDER-BOTTOM: #000000 3px double" width="17%"> 14,784 </td> <td align="left" bgcolor="#e6efff" width="2%">&#160;</td> </tr> </table> 87648 10436 42000 4348 129648 14784 3 5000 6000 7000 3 2085 0.08 0.07 30 4 870 <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;"> <b>NOTE 13 &#8211; CAPITAL LEASE</b> </p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;"> On January 17, 2014, the Company entered into an equipment lease with Water Engineering Solutions LLC, an entity that is controlled and owned by an officer, director and shareholder, for specialized equipment used to make our alkaline water with a stated value of $190,756 and agreed to a 60 month term at $3,864 per month and a purchase option of $1 which commenced on May 1, 2014. </p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;"> On April 2, 2014, the Company entered into a capital lease agreement with Water Engineering Solutions LLC, an entity that is controlled and owned by an officer, director and shareholder, for specialized equipment used to make our alkaline water with a stated value of $188,000, terms of 60 monthly payments of $3,812, payable 30 days after installation of the equipment and a purchase option of $1.00 which commenced on July 1, 2014. </p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;"> On October 22, 2014 the Company agreed to purchase the specialized equipment use to make our alkaline water that were previously reflected as capital lease on January 17, 2014 and April 2, 2014. During the quarter ended December 31, 2014, the Company purchased these capital leases of specialized equipment for $347,161, the lease liability on the date of purchase. </p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;"> On October 22, 2014, the Company entered into a master lease agreement with Veterans Capital Fund, LLC (the &#8220;Lessor&#8221;) for the secured lease line of credit financing in an amount not to exceed $600,000. The lease is expected to be secured by three new alkaline generating electrolysis system machines. Our wholly-owned subsidiary, Alkaline 88, LLC, and Water Engineering Solutions, LLC acted as co-lessees. Water Engineering Solutions, LLC is an entity that is controlled and owned by our President, Chief Executive Officer, director and major stockholder, Steven P. Nickolas, and our Vice-President, Secretary, Treasurer and director, Richard A. Wright. Pursuant to the master lease agreement, the Lessor agreed to lease to us the equipment described in any equipment schedule signed by us and approved by the Lessor. It is expected that any lease under the master lease agreement will be structured for a three year lease term with fixed monthly lease rental payments based on a monthly lease rate factor of 3.4667% of the Lessor&#8217;s capital cost. In connection with the entering into the master lease agreement, the Company also entered into a warrant agreement with the Lessor, pursuant to which the Company agreed to issue a warrant to purchase72,000 shares of our common stock to the Lessor and/or its affiliates at an exercise price of $6.25 per share for a period of five years, 18,000 shares vested. </p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;"> On February 25, 2015, the Company amended the master lease agreement with Veterans Capital Fund, LLC for the increase in the secured lease line of credit financing to an amount not to exceed $800,000. The lease was secured by new alkaline generating electrolysis system machines by our wholly-owned subsidiary, Alkaline 88, LLC, and Water Engineering Solutions, LLC. Water Engineering Solutions, LLC is an entity that is controlled and owned by our President, Chief Executive Officer, director and major stockholder, Steven P. Nickolas, and our Vice-President, Secretary, Treasurer and director, Richard A. Wright. Pursuant to the master lease agreement, the Lessor agreed to lease to us the equipment described in any equipment schedule signed by us and approved by the Lessor. It is expected that any lease under the master lease agreement will be structured for a three year lease term with fixed monthly lease rental payments based on a monthly lease rate factor of 3.4667% of the Lessor&#8217;s capital cost. In connection with the entering into the master lease agreement, the Company entered into a warrant agreement with the Lessor, pursuant to which the Company agreed to cancel the previous issued warrant for72,000 and issue a warrant to purchase 102,000 shares of our common stock to the Lessor and/or its affiliates at an exercise price of $5.00 per share for a period of five years. 18,000 shares vested on October 22, 2014, 13,316 shares on October 28, 2014, 13,606 shares on December 22, 2014, 6,945 shares on February 3, 2015 and 15,799 shares on March 5, 2015. The remaining 18,105 shares will vest on a pro rata basis according to any mounts the Lessor funds pursuant to any lease schedules under the master lease agreement, provided that if the Company draws on 90% or more of the total lease line under the master lease agreement, then all such shares will be deemed to be vested. The Company recorded the bifurcated value of $309,028 of the warrants issued as additional paid in capital, the value was determine using a Black-Scholes, a level 3 valuation measure. </p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;"> During the year ended March 31, 2015 the Company agreed to lease the specialized equipment used to make our alkaline water with a value of $735,781 under the above Master Lease agreement. The Company evaluated this lease under ASC 840-30 &#8220;Leases- Capital Leases&#8221; and concluded that these lease where a capital asset. </p> 190756 60 3864 1 188000 60 3812 30 1.00 347161 600000 0.034667 6.25 18000 800000 0.034667 102000 5.00 18000 13316 13606 6945 15799 18105 0.90 309028 735781 <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;"> <b>NOTE 14 &#8211; NOTES PAYABLE</b> </p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;"> On May 11, 2015, the Company entered into a securities purchase agreement with Assurance Funding Solutions LLC, pursuant to which the Company issued a secured term note of our company in the aggregate principal amount of $250,000, together with 20,000 shares of our common stock, in consideration for $250,000. The secured term note bears interest at the rate of 15% per annum and matures on May 11, 2016. The Company may prepay the note by paying the holder 110% of the principal amount outstanding together with accrued but unpaid interest thereon, provided that the Company provide written notice to the holder at least 30 days prior to the date of prepayment. Pursuant to the securities purchase agreement, the Company paid Assurance Funding Solutions LLC $10,000 for legal fees incurred by it and granted it piggyback registration rights. In connection with the securities purchase agreement, the Company also entered into a general security agreement dated May 11, 2015 with Assurance Funding Solutions LLC. The Company evaluated this transaction under ASC 470-20-30 <i>&#8220;Debt &#8211; liability and equity component&#8221;</i> determine that a Debt Discount of $79,000 was provided and will be amortized over the 1 -year term of the note. As of March 31, 2016, $13.167 was unamortized and amortization of debt discount for the year was $65,833. </p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;"> On August 19, 2015, the Company entered into a securities purchase agreement pursuant to which the Company issued a secured term note of our company in the aggregate principal amount of $240,000, together with 20,000 shares of our common stock, in consideration for $200,000. The secured term note bears requires monthly payments of $20,000 per month, along with a final payment due on August 20, 2016. </p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;"> On November 30, 2015, the Company entered into a loan agreement with a lender, whereby the lender loaned $750,000 to the company in exchange for a non-negotiable promissory note in the principal amount of $750,000 which bears interest at the rate of 15% per annum and matures on the date that is 60 days after November 30, 2015. On January 25, 2016 the note term was extended to March 31, 2016. This loan was repaid on March 4, 2016. </p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;"> The loan agreement provides that the Company&#8217;s obligations to the lender will be secured by an escrow agreement, pursuant to which the Company deposited into escrow a certificate representing $1.5 million worth of shares of its common stock. Pursuant to the escrow agreement, the Company deposited a share certificate representing 526,316 shares of the Company common stock valued at $1.5 million. Pursuant to the escrow agreement, (i) in the event that there is any event of default that is not cured in accordance with the loan agreement, the escrow agent is to deliver the certificate to the lender and (ii) in the event that the company repays the loan pursuant to the loan agreement and there is no event of default that is not cured in accordance with the loan agreement at the time of repayment, the escrow agent is to deliver the certificate to the transfer agent of our company and request the transfer agent to cancel the escrowed shares. </p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;">Pursuant to the loan agreement, the Company also granted piggyback registration rights to the lender with respect to the escrowed shares.</p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;"> As of January 25, 2016, the Company entered into a loan agreement with a lender, whereby the Lender loaned $750,000 to our company in exchange for a non-negotiable promissory note in the principal amount of $750,000. The Note bears interest at the rate of 15% per annum and matures on March 31, 2016. This loan was repaid on March 4, 2016. </p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;"> The loan agreement provides that our obligations to the Lender will be secured by an escrow agreement, pursuant to which the Company will deposit into escrow a certificate representing 1,500,000 shares of our common stock. As of January 25, 2016, the Company entered into an escrow agreement with the Lender and an escrow agent. Pursuant to the escrow agreement, the Company deposited a share certificate representing the escrowed shares with the escrow agent. Pursuant to the escrow agreement, (i) in the event that there is any event of default that is not cured in accordance with the loan agreement, the escrow agent is to deliver the certificate to the Lender and (ii) in the event that our company repays the loan pursuant to the Loan Agreement and there is no event of default that is not cured in accordance with the loan agreement at the time of repayment, the escrow agent is to deliver the Certificate to the transfer agent of our company and request the transfer agent to cancel the escrowed shares. </p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;">Pursuant to the loan agreement, the Company also granted piggyback registration rights to the Lender with respect to the escrowed shares.</p> 250000 20000 250000 0.15 1.10 30 10000 79000 1 13.167 65833 240000 20000 200000 20000 750000 750000 0.15 60 1500000 526316 1500000 750000 750000 0.15 1500000 <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;"> <b>NOTE 15 &#8211; CONVERTIBLE NOTES PAYABLE</b> </p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;"> On June 29, 2015 the Company entered into a $50,000 Convertible promissory note was convertible into Common stock at $3.50 per share. The Convertible promissory note had an 8% annual interest rate, 1 -year term and rights to 14,286 warrants with a two year term an exercise price of $5.00 per share. The Company evaluated this transaction under ASC 470-20 &#8220;Debt with Conversion and Other Options&#8221; and determined that a discount of $50,000 was provided and will be amortized over the 1 -year term of the note. As of March 31, 2016 $50,000 was converted into 88,912 shares of common stock and the discount was fully amortized. </p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;"> On July 1, 2015 the Company entered into a $25,000 Convertible promissory note was convertible into Common stock at $3.50 per share. The Convertible promissory note had an 8% annual interest rate, 1 -year term and rights to 7,143 warrants with a two year term an exercise price of $5.00 per share. The Company evaluated this transaction under ASC 470-20 &#8220;Debt with Conversion and Other Options&#8221; and determined that a discount of $25,000 was provided and will be amortized over the 1 -year term of the note. As of December 31, 2015 $12,500 was amortized. As of March 31, 2016 $25,000 was converted into 44,455 shares of common stock and the discount was fully amortized. </p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;"> On July 1, 2015 the Company entered into a $25,000 Convertible promissory note was convertible into Common stock at $3.50 per share. The Convertible promissory note had an 8% annual interest rate, 1 -year term and rights to 7,143 warrants with a two year term an exercise price of $5.00 per share. The Company evaluated this transaction under ASC 470-20 &#8220;Debt with Conversion and Other Options&#8221; and determined that a discount of $25,000 was provided and will be amortized over the 1 -year term of the note. As of December 31, 2015 $12,500 was amortized. As of March 31, 2016 $25,000 was converted into 44,455 shares of common stock and the discount was fully amortized. </p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;"> On July 1, 2015 the Company entered into a $25,000 Convertible promissory note was convertible into Common stock at $3.50 per share. The Convertible promissory note had an 8% annual interest rate, 1 -year term and rights to 7,143 warrants with a two year term an exercise price of $5.00 per share. The Company evaluated this transaction under ASC 470-20 &#8220;Debt with Conversion and Other Options&#8221; and determined that a discount of $25,000 was provided and will be amortized over the 1 -year term of the note. As of December 31, 2015, 12,500 was amortized. As of March 31, 2016 $25,000 was converted into 44,455 shares of common stock and the discount was fully amortized. </p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;"> On July 7, 2015 the Company entered into a $25,000 Convertible promissory note was convertible into Common stock at $3.50 per share. The Convertible promissory note had an 8% annual interest rate, 1 -year term and rights to 7,143 warrants with a two year term an exercise price of $5.00 per share. The Company evaluated this transaction under ASC 470-20 &#8220;Debt with Conversion and Other Options&#8221; and determined that a discount of $25,000 was provided and will be amortized over the 1 -year term of the note. As of December 31, 2015 $12,500 was amortized. As of March 31, 2016 $25,000 was converted into 44,455 shares of common stock and the discount was fully amortized. </p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;"> On July 13, 2015 the Company entered into a $25,000 Convertible promissory note was convertible into Common stock at $3.50 per share. The Convertible promissory note had an 8% annual interest rate, 1 -year term and rights to 7,143 warrants with a two year term an exercise price of $5.00 per share. The Company evaluated this transaction under ASC 470-20 &#8220;Debt with Conversion and Other Options&#8221; and determined that a discount of $25,000 was provided and will be amortized over the 1 -year term of the note. As of December 31, 2015 $12,500 was amortized. </p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;"> As of March 31, 2016 $25,000 was converted into 44,455 shares of common stock and the discount was fully amortized. </p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;"> On July 17, 2015 the Company entered into a $25,000 Convertible promissory note was convertible into Common stock at $3.50 per share. The Convertible promissory note had an 8% annual interest rate, 1 -year term and rights to 7,143 warrants with a two year term an exercise price of $5.00 per share. The Company evaluated this transaction under ASC 470-20 &#8220;Debt with Conversion and Other Options&#8221; and determined that a discount of $25,000 was provided and will be amortized over the 1 -year term of the note. As of December 31, 2015 $12,500 was amortized. As of March 31, 2016 $25,000 was converted into 44,455 shares of common stock and the discount was fully amortized. </p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;"> On September 28, 2015 the Company entered into a $75,000 Convertible promissory note was convertible into Common stock at $3.50 per share. The Convertible promissory note had a 15% annual interest rate, 7 -month term and rights to 32,000 warrants with a two year term an exercise price of $5.00 per share and 10,000 shares of restricted stock. The Company evaluated this transaction under ASC 470-20 &#8220;Debt with Conversion and Other Options&#8221; and determined that a discount of $75,000 was provided and will be amortized over the 7 -month term of the note. As of December 31, 2015 $18,750 was amortized. As of March 31, 2016 $75,000 was converted into 270,000 shares of common stock and the discount was fully amortized. </p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;"> On October 5, 2015 the Company entered into a convertible promissory note for $25,000 that was convertible into common stock at $3.50 per share. The Convertible promissory note had an 8% annual interest rate, 1 -year term and rights to 7,143 warrants with a two year term an exercise price of $5.00 per share. The Company evaluated this transaction under ASC 470-20 &#8220;Debt with Conversion and Other Options&#8221; and determined that a discount of $25,000 was provided and will be amortized over the 1 -year term of the note. As of March 31, 2016 $25,000 was converted into 44,455 shares of common stock and the discount was fully amortized. </p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;"> On November 13, 2015 the Company entered into a convertible promissory note for $50,000 that was convertible into common stock at $3.50 per share. The convertible promissory note had an 8% annual interest rate, 1 -year term and rights to 14,286 warrants with a two year term an exercise price of $5.00 per share. The Company evaluated this transaction under ASC 470-20 &#8220;Debt with Conversion and Other Options&#8221; and determined that a discount of $50,000 was provided and will be amortized over the 1 -year term of the note. On December 16, 2015 the note was paid in full and the Company paid a $5,000 pre-payment penalty which the Company changed to interest expense and fully amortized the $50,000 discount. </p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;"> On March 31, 2016, the Company entered into a promissory note and warrant exchange agreement (the <b>&#8220;</b> March Exchange Agreement&#8221;) with six holders of our promissory notes (each, a &#8220;Note&#8221;) in the aggregate principal amount of $310,000 and warrants (each, a &#8220;March Warrant&#8221;) to purchase an aggregate of 88,563 shares of our common stock, whereby the Company exchanged the holders&#8217; Notes and March Warrants, for no additional consideration, for an aggregate of 551,246 shares of our common stock (the &#8220;March Exchange&#8221;), and following the March Exchange, the Notes and March Warrants were automatically cancelled and terminated and the holders have no further rights pursuant to the Notes, March Warrants and any agreement or instrument pursuant to which such Notes or March Warrants were issued. </p> 50000 3.50 0.08 1 14286 5.00 50000 1 50000 88912 25000 3.50 0.08 1 7143 5.00 25000 1 12500 25000 44455 25000 3.50 0.08 1 7143 5.00 25000 1 12500 25000 44455 25000 3.50 0.08 1 7143 5.00 25000 1 12500 25000 44455 25000 3.50 0.08 1 7143 5.00 25000 1 12500 25000 44455 25000 3.50 0.08 1 7143 5.00 25000 1 12500 25000 44455 25000 3.50 0.08 1 7143 5.00 25000 1 12500 25000 44455 75000 3.50 0.15 7 32000 5.00 10000 75000 7 18750 75000 270000 25000 3.50 0.08 1 7143 5.00 25000 1 25000 44455 50000 3.50 0.08 1 14286 5.00 50000 1 5000 50000 310000 88563 551246 <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;"> <b>NOTE 16 &#8211; SUBSEQUENT EVENTS</b> </p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;"> On April 1, 2016, the Company issued 5,000 common shares to consultant for services rendered that were valued at the market value on that date of $1.65 per share. </p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;"> On April 1, 201, the Company issued 12,500 common shares to consultant for services rendered that were valued at the market value on that date of $1.65 per share. </p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;"> On of May 16, 2016, the Company entered into a warrant exchange agreement (the &#8220;May Exchange Agreement&#8221;) with six holders of our warrants (each, a &#8220;May Warrant&#8221;) to purchase an aggregate of 163,202 shares of our common stock, whereby the Company exchanged the holders&#8217; May Warrants, for no additional consideration, for an aggregate of 163,202 shares of our common stock (the &#8220;May Exchange&#8221;), and following the May Exchange, the May Warrants were automatically cancelled and terminated and the holders have no further rights pursuant to the May Warrants and any agreement or instrument pursuant to which such May Warrants were issued. </p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;"> On June 1, 2016, the Company issued 65,000 common shares to consultant for services rendered that were valued at the market value on that date of $1.75 per share. </p> <p align="justify" style="font-family: times new roman,times,serif; font-size: 10pt;"> On June 10, 2016, the Company entered into loan agreements with five lenders, pursuant to which the Company issued promissory notes in the aggregate principal amount of $260,000 in exchange for the loan in the amount of $260,000. The promissory notes bear interest at the rate of 10% per annum, payable quarterly. Payment of the principal and interest is due and payable on or before June 10, 2017. 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Stockholders Equity 48 Stockholders Equity 49 Stockholders Equity 49 Stockholders Equity 50 Stockholders Equity 50 Stockholders Equity 51 Stockholders Equity 51 Stockholders Equity 52 Stockholders Equity 52 Stockholders Equity 53 Stockholders Equity 53 Stockholders Equity 54 Stockholders Equity 54 Stockholders Equity 55 Stockholders Equity 55 Stockholders Equity 56 Stockholders Equity 56 Stockholders Equity 57 Stockholders Equity 57 Stockholders Equity 58 Stockholders Equity 58 Stockholders Equity 59 Stockholders Equity 59 Stockholders Equity 60 Stockholders Equity 60 Stockholders Equity 61 Stockholders Equity 61 Stockholders Equity 62 Stockholders Equity 62 Stockholders Equity 63 Stockholders Equity 63 Stockholders Equity 64 Stockholders Equity 64 Stockholders Equity 65 Stockholders Equity 65 Stockholders Equity 66 Stockholders Equity 66 Stockholders Equity 67 Stockholders Equity 67 Stockholders Equity 68 Stockholders Equity 68 Stockholders Equity 69 Stockholders Equity 69 Stockholders Equity 70 Stockholders Equity 70 Stockholders Equity 71 Stockholders Equity 71 Stockholders Equity 72 Stockholders Equity 72 Stockholders Equity 73 Stockholders Equity 73 Stockholders Equity 74 Stockholders Equity 74 Stockholders Equity 75 Stockholders Equity 75 Stockholders Equity 76 Stockholders Equity 76 Stockholders Equity 77 Stockholders Equity 77 Stockholders Equity 78 Stockholders Equity 78 Stockholders Equity 79 Stockholders Equity 79 Stockholders Equity 80 Stockholders Equity 80 Stockholders Equity 81 Stockholders Equity 81 Stockholders Equity 82 Stockholders Equity 82 Stockholders Equity 83 Stockholders Equity 83 Stockholders Equity 84 Stockholders Equity 84 Stockholders Equity 85 Stockholders Equity 85 Stockholders Equity 86 Stockholders Equity 86 Stockholders Equity 87 Stockholders Equity 87 Stockholders Equity 88 Stockholders Equity 88 Stockholders Equity 89 Stockholders Equity 89 Stockholders Equity 90 Stockholders Equity 90 Stockholders Equity 91 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Stockholders Equity 154 Stockholders Equity 154 Stockholders Equity 155 Stockholders Equity 155 Stockholders Equity 156 Stockholders Equity 156 Stockholders Equity 157 Stockholders Equity 157 Options And Warrants 1 Options And Warrants 1 Options And Warrants 2 Options And Warrants 2 Options And Warrants 3 Options And Warrants 3 Options And Warrants 4 Options And Warrants 4 Options And Warrants 5 Options And Warrants 5 Options And Warrants 6 Options And Warrants 6 Options And Warrants 7 Options And Warrants 7 Options And Warrants 8 Options And Warrants 8 Options And Warrants 9 Options And Warrants 9 Options And Warrants 10 Options And Warrants 10 Options And Warrants 11 Options And Warrants 11 Options And Warrants 12 Options And Warrants 12 Options And Warrants 13 Options And Warrants 13 Options And Warrants 14 Options And Warrants 14 Options And Warrants 15 Options And Warrants 15 Options And Warrants 16 Options And Warrants 16 Options And Warrants 17 Options And Warrants 17 Options And Warrants 18 Options And Warrants 18 Options And Warrants 19 Options And Warrants 19 Options And Warrants 20 Options And Warrants 20 Options And Warrants 21 Options And Warrants 21 Options And Warrants 22 Options And Warrants 22 Options And Warrants 23 Options And Warrants 23 Options And Warrants 24 Options And Warrants 24 Options And Warrants 25 Options And Warrants 25 Options And Warrants 26 Options And Warrants 26 Options And Warrants 27 Options And Warrants 27 Options And Warrants 28 Options And Warrants 28 Options And Warrants 29 Options And Warrants 29 Options And Warrants 30 Options And Warrants 30 Options And Warrants 31 Options And Warrants 31 Options And Warrants 32 Options And Warrants 32 Options And Warrants 33 Options And Warrants 33 Options And Warrants 34 Options And Warrants 34 Options And Warrants 35 Options And Warrants 35 Options And Warrants 36 Options And Warrants 36 Options And Warrants 37 Options And Warrants 37 Options And Warrants 38 Options And Warrants 38 Options And Warrants 39 Options And Warrants 39 Options And Warrants 40 Options And Warrants 40 Options And Warrants 41 Options And Warrants 41 Options And Warrants 42 Options And Warrants 42 Options And Warrants 43 Options And Warrants 43 Options And Warrants 44 Options And Warrants 44 Options And Warrants 45 Options And Warrants 45 Options And Warrants 46 Options And Warrants 46 Options And Warrants 47 Options And Warrants 47 Options And Warrants 48 Options And Warrants 48 Options And Warrants 49 Options And Warrants 49 Options And Warrants 50 Options And Warrants 50 Options And Warrants 51 Options And Warrants 51 Options And Warrants 52 Options And Warrants 52 Options And Warrants 53 Options And Warrants 53 Options And Warrants 54 Options And Warrants 54 Options And Warrants 55 Options And Warrants 55 Options And Warrants 56 Options And Warrants 56 Options And Warrants 57 Options And Warrants 57 Options And Warrants 58 Options And Warrants 58 Options And Warrants 59 Options And Warrants 59 Options And Warrants 60 Options And Warrants 60 Options And Warrants 61 Options And Warrants 61 Options And Warrants 62 Options And Warrants 62 Options And Warrants 63 Options And Warrants 63 Options And Warrants 64 Options And Warrants 64 Options And Warrants 65 Options And Warrants 65 Options And Warrants 66 Options And Warrants 66 Options And Warrants 67 Options And Warrants 67 Options And Warrants 68 Options And Warrants 68 Options And Warrants 69 Options And Warrants 69 Options And Warrants 70 Options And Warrants 70 Options And Warrants 71 Options And Warrants 71 Options And Warrants 72 Options And Warrants 72 Options And Warrants 73 Options And Warrants 73 Options And Warrants 74 Options And Warrants 74 Options And Warrants 75 Options And Warrants 75 Options And Warrants 76 Options And Warrants 76 Options And Warrants 77 Options And Warrants 77 Options And Warrants 78 Options And Warrants 78 Options And Warrants 79 Options And Warrants 79 Options And Warrants 80 Options And Warrants 80 Options And Warrants 81 Options And Warrants 81 Options And Warrants 82 Options And Warrants 82 Options And Warrants 83 Options And Warrants 83 Options And Warrants 84 Options And Warrants 84 Options And Warrants 85 Options And Warrants 85 Options And Warrants 86 Options And Warrants 86 Options And Warrants 87 Options And Warrants 87 Options And Warrants 88 Options And Warrants 88 Options And Warrants 89 Options And Warrants 89 Options And Warrants 90 Options And Warrants 90 Options And Warrants 91 Options And Warrants 91 Options And Warrants 92 Options And Warrants 92 Options And Warrants 93 Options And Warrants 93 Options And Warrants 94 Options And Warrants 94 Options And Warrants 95 Options And Warrants 95 Options And Warrants 96 Options And Warrants 96 Options And Warrants 97 Options And Warrants 97 Options And Warrants 98 Options And Warrants 98 Options And Warrants 99 Options And Warrants 99 Options And Warrants 100 Options And Warrants 100 Options And Warrants 101 Options And Warrants 101 Options And Warrants 102 Options And Warrants 102 Options And Warrants 103 Options And Warrants 103 Options And Warrants 104 Options And Warrants 104 Options And Warrants 105 Options And Warrants 105 Options And Warrants 106 Options And Warrants 106 Options And Warrants 107 Options And Warrants 107 Options And Warrants 108 Options And Warrants 108 Options And Warrants 109 Options And Warrants 109 Options And Warrants 110 Options And Warrants 110 Options And Warrants 111 Options And Warrants 111 Options And Warrants 112 Options And Warrants 112 Options And Warrants 113 Options And Warrants 113 Options And Warrants 114 Options And Warrants 114 Options And Warrants 115 Options And Warrants 115 Options And Warrants 116 Options And Warrants 116 Options And Warrants 117 Options And Warrants 117 Options And Warrants 118 Options And Warrants 118 Options And Warrants 119 Options And Warrants 119 Options And Warrants 120 Options And Warrants 120 Options And Warrants 121 Options And Warrants 121 Options And Warrants 122 Options And Warrants 122 Options And Warrants 123 Options And Warrants 123 Options And Warrants 124 Options And Warrants 124 Options And Warrants 125 Options And Warrants 125 Options And Warrants 126 Options And Warrants 126 Options And Warrants 127 Options And Warrants 127 Options And Warrants 128 Options And Warrants 128 Options And Warrants 129 Options And Warrants 129 Options And Warrants 130 Options And Warrants 130 Options And Warrants 131 Options And Warrants 131 Options And Warrants 132 Options And Warrants 132 Options And Warrants 133 Options And Warrants 133 Options And Warrants 134 Options And Warrants 134 Options And Warrants 135 Options And Warrants 135 Options And Warrants 136 Options And Warrants 136 Options And Warrants 137 Options And Warrants 137 Options And Warrants 138 Options And Warrants 138 Options And Warrants 139 Options And Warrants 139 Options And Warrants 140 Options And Warrants 140 Options And Warrants 141 Options And Warrants 141 Options And Warrants 142 Options And Warrants 142 Options And Warrants 143 Options And Warrants 143 Options And Warrants 144 Options And Warrants 144 Options And Warrants 145 Options And Warrants 145 Options And Warrants 146 Options And Warrants 146 Options And Warrants 147 Options And Warrants 147 Options And Warrants 148 Options And Warrants 148 Options And Warrants 149 Options And Warrants 149 Options And Warrants 150 Options And Warrants 150 Options And Warrants 151 Options And Warrants 151 Options And Warrants 152 Options And Warrants 152 Options And Warrants 153 Options And Warrants 153 Options And Warrants 154 Options And Warrants 154 Options And Warrants 155 Options And Warrants 155 Options And Warrants 156 Options And Warrants 156 Options And Warrants 157 Options And Warrants 157 Options And Warrants 158 Options And Warrants 158 Options And Warrants 159 Options And Warrants 159 Options And Warrants 160 Options And Warrants 160 Options And Warrants 161 Options And Warrants 161 Options And Warrants 162 Options And Warrants 162 Options And Warrants 163 Options And Warrants 163 Options And Warrants 164 Options And Warrants 164 Options And Warrants 165 Options And Warrants 165 Options And Warrants 166 Options And Warrants 166 Options And Warrants 167 Options And Warrants 167 Options And Warrants 168 Options And Warrants 168 Options And Warrants 169 Options And Warrants 169 Options And Warrants 170 Options And Warrants 170 Options And Warrants 171 Options And Warrants 171 Options And Warrants 172 Options And Warrants 172 Options And Warrants 173 Options And Warrants 173 Options And Warrants 174 Options And Warrants 174 Options And Warrants 175 Options And Warrants 175 Options And Warrants 176 Options And Warrants 176 Options And Warrants 177 Options And Warrants 177 Options And Warrants 178 Options And Warrants 178 Options And Warrants 179 Options And Warrants 179 Options And Warrants 180 Options And Warrants 180 Options And Warrants 181 Options And Warrants 181 Options And Warrants 182 Options And Warrants 182 Options And Warrants 183 Options And Warrants 183 Options And Warrants 184 Options And Warrants 184 Options And Warrants 185 Options And Warrants 185 Options And Warrants 186 Options And Warrants 186 Options And Warrants 187 Options And Warrants 187 Options And Warrants 188 Options And Warrants 188 Options And Warrants 189 Options And Warrants 189 Options And Warrants 190 Options And Warrants 190 Options And Warrants 191 Options And Warrants 191 Options And Warrants 192 Options And Warrants 192 Options And Warrants 193 Options And Warrants 193 Options And Warrants 194 Options And Warrants 194 Options And Warrants 195 Options And Warrants 195 Options And Warrants 196 Options And Warrants 196 Options And Warrants 197 Options And Warrants 197 Options And Warrants 198 Options And Warrants 198 Options And Warrants 199 Options And Warrants 199 Options And Warrants 200 Options And Warrants 200 Options And Warrants 201 Options And Warrants 201 Options And Warrants 202 Options And Warrants 202 Options And Warrants 203 Options And Warrants 203 Options And Warrants 204 Options And Warrants 204 Options And Warrants 205 Options And Warrants 205 Related Party Transactions 1 Related Party Transactions 1 Related Party Transactions 2 Related Party Transactions 2 Related Party Transactions 3 Related Party Transactions 3 Related Party Transactions 4 Related Party Transactions 4 Related Party Transactions 5 Related Party Transactions 5 Related Party Transactions 6 Related Party Transactions 6 Related Party Transactions 7 Related Party Transactions 7 Related Party Transactions 8 Related Party Transactions 8 Related Party Transactions 9 Related Party Transactions 9 Related Party Transactions 10 Related Party Transactions 10 Related Party Transactions 11 Related Party Transactions 11 Related Party Transactions 12 Related Party Transactions 12 Related Party Transactions 13 Related Party Transactions 13 Related Party Transactions 14 Related Party Transactions 14 Related Party Transactions 15 Related Party Transactions 15 Related Party Transactions 16 Related Party Transactions 16 Related Party Transactions 17 Related Party Transactions 17 Related Party Transactions 18 Related Party Transactions 18 Related Party Transactions 19 Related Party Transactions 19 Related Party Transactions 20 Related Party Transactions 20 Related Party Transactions 21 Related Party Transactions 21 Related Party Transactions 22 Related Party Transactions 22 Related Party Transactions 23 Related Party Transactions 23 Related Party Transactions 24 Related Party Transactions 24 Related Party Transactions 25 Related Party Transactions 25 Related Party Transactions 26 Related Party Transactions 26 Related Party Transactions 27 Related Party Transactions 27 Related Party Transactions 28 Related Party Transactions 28 Related Party Transactions 29 Related Party Transactions 29 Related Party Transactions 30 Related Party Transactions 30 Related Party Transactions 31 Related Party Transactions 31 Related Party Transactions 32 Related Party Transactions 32 Related Party Transactions 33 Related Party Transactions 33 Related Party Transactions 34 Related Party Transactions 34 Related Party Transactions 35 Related Party Transactions 35 Related Party Transactions 36 Related Party Transactions 36 Related Party Transactions 37 Related Party Transactions 37 Related Party Transactions 38 Related Party Transactions 38 Related Party Transactions 39 Related Party Transactions 39 Related Party Transactions 40 Related Party Transactions 40 Related Party Transactions 41 Related Party Transactions 41 Related Party Transactions 42 Related Party Transactions 42 Related Party Transactions 43 Related Party Transactions 43 Related Party Transactions 44 Related Party Transactions 44 Related Party Transactions 45 Related Party Transactions 45 Related Party Transactions 46 Related Party Transactions 46 Related Party Transactions 47 Related Party Transactions 47 Related Party Transactions 48 Related Party Transactions 48 Related Party Transactions 49 Related Party Transactions 49 Related Party Transactions 50 Related Party Transactions 50 Related Party Transactions 51 Related Party Transactions 51 Related Party Transactions 52 Related Party Transactions 52 Related Party Transactions 53 Related Party Transactions 53 Related Party Transactions 54 Related Party Transactions 54 Related Party Transactions 55 Related Party Transactions 55 Related Party Transactions 56 Related Party Transactions 56 Related Party Transactions 57 Related Party Transactions 57 Related Party Transactions 58 Related Party Transactions 58 Related Party Transactions 59 Related Party Transactions 59 Related Party Transactions 60 Related Party Transactions 60 Related Party Transactions 61 Related Party Transactions 61 Related Party Transactions 62 Related Party Transactions 62 Related Party Transactions 63 Related Party Transactions 63 Related Party Transactions 64 Related Party Transactions 64 Related Party Transactions 65 Related Party Transactions 65 Related Party Transactions 66 Related Party Transactions 66 Related Party Transactions 67 Related Party Transactions 67 Related Party Transactions 68 Related Party Transactions 68 Related Party Transactions 69 Related Party Transactions 69 Related Party Transactions 70 Related Party Transactions 70 Related Party Transactions 71 Related Party Transactions 71 Related Party Transactions 72 Related Party Transactions 72 Related Party Transactions 73 Related Party Transactions 73 Related Party Transactions 74 Related Party Transactions 74 Related Party Transactions 75 Related Party Transactions 75 Related Party Transactions 76 Related Party Transactions 76 Related Party Transactions 77 Related Party Transactions 77 Related Party Transactions 78 Related Party Transactions 78 Related Party Transactions 79 Related Party Transactions 79 Related Party Transactions 80 Related Party Transactions 80 Related Party Transactions 81 Related Party Transactions 81 Related Party Transactions 82 Related Party Transactions 82 Income Taxes 1 Income Taxes 1 Income Taxes 2 Income Taxes 2 Income Taxes 3 Income Taxes 3 Income Taxes 4 Income Taxes 4 Commitments And Contingencies 1 Commitments And Contingencies 1 Commitments And Contingencies 2 Commitments And Contingencies 2 Commitments And Contingencies 3 Commitments And Contingencies 3 Commitments And Contingencies 4 Commitments And Contingencies 4 Commitments And Contingencies 5 Commitments And Contingencies 5 Commitments And Contingencies 6 Commitments And Contingencies 6 Commitments And Contingencies 7 Commitments And Contingencies 7 Commitments And Contingencies 8 Commitments And Contingencies 8 Commitments And Contingencies 9 Commitments And Contingencies 9 Commitments And Contingencies 10 Commitments And Contingencies 10 Commitments And Contingencies 11 Commitments And Contingencies 11 Capital Lease 1 Capital Lease 1 Capital Lease 2 Capital Lease 2 Capital Lease 3 Capital Lease 3 Capital Lease 4 Capital Lease 4 Capital Lease 5 Capital Lease 5 Capital Lease 6 Capital Lease 6 Capital Lease 7 Capital Lease 7 Capital Lease 8 Capital Lease 8 Capital Lease 9 Capital Lease 9 Capital Lease 10 Capital Lease 10 Capital Lease 11 Capital Lease 11 Capital Lease 12 Capital Lease 12 Capital Lease 13 Capital Lease 13 Capital Lease 14 Capital Lease 14 Capital Lease 15 Capital Lease 15 Capital Lease 16 Capital Lease 16 Capital Lease 17 Capital Lease 17 Capital Lease 18 Capital Lease 18 Capital Lease 19 Capital Lease 19 Capital Lease 20 Capital Lease 20 Capital Lease 21 Capital Lease 21 Capital Lease 22 Capital Lease 22 Capital Lease 23 Capital Lease 23 Capital Lease 24 Capital Lease 24 Capital Lease 25 Capital Lease 25 Capital Lease 26 Capital Lease 26 Capital Lease 27 Capital Lease 27 Notes Payable 1 Notes Payable 1 Notes Payable 2 Notes Payable 2 Notes Payable 3 Notes Payable 3 Notes Payable 4 Notes Payable 4 Notes Payable 5 Notes Payable 5 Notes Payable 6 Notes Payable 6 Notes Payable 7 Notes Payable 7 Notes Payable 8 Notes Payable 8 Notes Payable 9 Notes Payable 9 Notes Payable 10 Notes Payable 10 Notes Payable 11 Notes Payable 11 Notes Payable 12 Notes Payable 12 Notes Payable 13 Notes Payable 13 Notes Payable 14 Notes Payable 14 Notes Payable 15 Notes Payable 15 Notes Payable 16 Notes Payable 16 Notes Payable 17 Notes Payable 17 Notes Payable 18 Notes Payable 18 Notes Payable 19 Notes Payable 19 Notes Payable 20 Notes Payable 20 Notes Payable 21 Notes Payable 21 Notes Payable 22 Notes Payable 22 Notes Payable 23 Notes Payable 23 Notes Payable 24 Notes Payable 24 Notes Payable 25 Notes Payable 25 Notes Payable 26 Notes Payable 26 Convertible Notes Payable 1 Convertible Notes Payable 1 Convertible Notes Payable 2 Convertible Notes Payable 2 Convertible Notes Payable 3 Convertible Notes Payable 3 Convertible Notes Payable 4 Convertible Notes Payable 4 Convertible Notes Payable 5 Convertible Notes Payable 5 Convertible Notes Payable 6 Convertible Notes Payable 6 Convertible Notes Payable 7 Convertible Notes Payable 7 Convertible Notes Payable 8 Convertible Notes Payable 8 Convertible Notes Payable 9 Convertible Notes Payable 9 Convertible Notes Payable 10 Convertible Notes Payable 10 Convertible Notes Payable 11 Convertible Notes Payable 11 Convertible Notes Payable 12 Convertible Notes Payable 12 Convertible Notes Payable 13 Convertible Notes Payable 13 Convertible Notes Payable 14 Convertible Notes Payable 14 Convertible Notes Payable 15 Convertible Notes Payable 15 Convertible Notes Payable 16 Convertible Notes Payable 16 Convertible Notes Payable 17 Convertible Notes Payable 17 Convertible Notes Payable 18 Convertible Notes Payable 18 Convertible Notes Payable 19 Convertible Notes Payable 19 Convertible Notes Payable 20 Convertible Notes Payable 20 Convertible Notes Payable 21 Convertible Notes Payable 21 Convertible Notes Payable 22 Convertible Notes Payable 22 Convertible Notes Payable 23 Convertible Notes Payable 23 Convertible Notes Payable 24 Convertible Notes Payable 24 Convertible Notes Payable 25 Convertible Notes Payable 25 Convertible Notes Payable 26 Convertible Notes Payable 26 Convertible Notes Payable 27 Convertible Notes Payable 27 Convertible Notes Payable 28 Convertible Notes Payable 28 Convertible Notes Payable 29 Convertible Notes Payable 29 Convertible Notes Payable 30 Convertible Notes Payable 30 Convertible Notes Payable 31 Convertible Notes Payable 31 Convertible Notes Payable 32 Convertible Notes Payable 32 Convertible Notes Payable 33 Convertible Notes Payable 33 Convertible Notes Payable 34 Convertible Notes Payable 34 Convertible Notes Payable 35 Convertible Notes Payable 35 Convertible Notes Payable 36 Convertible Notes Payable 36 Convertible Notes Payable 37 Convertible Notes Payable 37 Convertible Notes Payable 38 Convertible Notes Payable 38 Convertible Notes Payable 39 Convertible Notes Payable 39 Convertible Notes Payable 40 Convertible Notes Payable 40 Convertible Notes Payable 41 Convertible Notes Payable 41 Convertible Notes Payable 42 Convertible Notes Payable 42 Convertible Notes Payable 43 Convertible Notes Payable 43 Convertible Notes Payable 44 Convertible Notes Payable 44 Convertible Notes Payable 45 Convertible Notes Payable 45 Convertible Notes Payable 46 Convertible Notes Payable 46 Convertible Notes Payable 47 Convertible Notes Payable 47 Convertible Notes Payable 48 Convertible Notes Payable 48 Convertible Notes Payable 49 Convertible Notes Payable 49 Convertible Notes Payable 50 Convertible Notes Payable 50 Convertible Notes Payable 51 Convertible Notes Payable 51 Convertible Notes Payable 52 Convertible Notes Payable 52 Convertible Notes Payable 53 Convertible Notes Payable 53 Convertible Notes Payable 54 Convertible Notes Payable 54 Convertible Notes Payable 55 Convertible Notes Payable 55 Convertible Notes Payable 56 Convertible Notes Payable 56 Convertible Notes Payable 57 Convertible Notes Payable 57 Convertible Notes Payable 58 Convertible Notes Payable 58 Convertible Notes Payable 59 Convertible Notes Payable 59 Convertible Notes Payable 60 Convertible Notes Payable 60 Convertible Notes Payable 61 Convertible Notes Payable 61 Convertible Notes Payable 62 Convertible Notes Payable 62 Convertible Notes Payable 63 Convertible Notes Payable 63 Convertible Notes Payable 64 Convertible Notes Payable 64 Convertible Notes Payable 65 Convertible Notes Payable 65 Convertible Notes Payable 66 Convertible Notes Payable 66 Convertible Notes Payable 67 Convertible Notes Payable 67 Convertible Notes Payable 68 Convertible Notes Payable 68 Convertible Notes Payable 69 Convertible Notes Payable 69 Convertible Notes Payable 70 Convertible Notes Payable 70 Convertible Notes Payable 71 Convertible Notes Payable 71 Convertible Notes Payable 72 Convertible Notes Payable 72 Convertible Notes Payable 73 Convertible Notes Payable 73 Convertible Notes Payable 74 Convertible Notes Payable 74 Convertible Notes Payable 75 Convertible Notes Payable 75 Convertible Notes Payable 76 Convertible Notes Payable 76 Convertible Notes Payable 77 Convertible Notes Payable 77 Convertible Notes Payable 78 Convertible Notes Payable 78 Convertible Notes Payable 79 Convertible Notes Payable 79 Convertible Notes Payable 80 Convertible Notes Payable 80 Convertible Notes Payable 81 Convertible Notes Payable 81 Convertible Notes Payable 82 Convertible Notes Payable 82 Convertible Notes Payable 83 Convertible Notes Payable 83 Convertible Notes Payable 84 Convertible Notes Payable 84 Convertible Notes Payable 85 Convertible Notes Payable 85 Convertible Notes Payable 86 Convertible Notes Payable 86 Convertible Notes Payable 87 Convertible Notes Payable 87 Convertible Notes Payable 88 Convertible Notes Payable 88 Convertible Notes Payable 89 Convertible Notes Payable 89 Convertible Notes Payable 90 Convertible Notes Payable 90 Convertible Notes Payable 91 Convertible Notes Payable 91 Convertible Notes Payable 92 Convertible Notes Payable 92 Convertible Notes Payable 93 Convertible Notes Payable 93 Convertible Notes Payable 94 Convertible Notes Payable 94 Convertible Notes Payable 95 Convertible Notes Payable 95 Convertible Notes Payable 96 Convertible Notes Payable 96 Convertible Notes Payable 97 Convertible Notes Payable 97 Convertible Notes Payable 98 Convertible Notes Payable 98 Convertible Notes Payable 99 Convertible Notes Payable 99 Convertible Notes Payable 100 Convertible Notes Payable 100 Convertible Notes Payable 101 Convertible Notes Payable 101 Convertible Notes Payable 102 Convertible Notes Payable 102 Convertible Notes Payable 103 Convertible Notes Payable 103 Convertible Notes Payable 104 Convertible Notes Payable 104 Convertible Notes Payable 105 Convertible Notes Payable 105 Convertible Notes Payable 106 Convertible Notes Payable 106 Convertible Notes Payable 107 Convertible Notes Payable 107 Convertible Notes Payable 108 Convertible Notes Payable 108 Convertible Notes Payable 109 Convertible Notes Payable 109 Convertible Notes Payable 110 Convertible Notes Payable 110 Convertible Notes Payable 111 Convertible Notes Payable 111 Subsequent Events 1 Subsequent Events 1 Subsequent Events 2 Subsequent Events 2 Subsequent Events 3 Subsequent Events 3 Subsequent Events 4 Subsequent Events 4 Subsequent Events 5 Subsequent Events 5 Subsequent Events 6 Subsequent Events 6 Subsequent Events 7 Subsequent Events 7 Subsequent Events 8 Subsequent Events 8 Subsequent Events 9 Subsequent Events 9 Subsequent Events 10 Subsequent Events 10 Subsequent Events 11 Subsequent Events 11 Subsequent Events 12 Subsequent Events 12 Subsequent Events 13 Subsequent Events 13 Subsequent Events 14 Subsequent Events 14 Subsequent Events 15 Subsequent Events 15 Subsequent Events 16 Subsequent Events 16 Subsequent Events 17 Subsequent Events 17 Summary Of Significant Accounting Policies Schedule Of Accounts Receivable 1 Summary Of Significant Accounting Policies Schedule Of Accounts Receivable 1 Summary Of Significant Accounting Policies Schedule Of Accounts Receivable 2 Summary Of Significant Accounting Policies Schedule Of Accounts Receivable 2 Summary Of Significant Accounting Policies Schedule Of Accounts Receivable 3 Summary Of Significant Accounting Policies Schedule Of Accounts Receivable 3 Summary Of Significant Accounting Policies Schedule Of Accounts Receivable 4 Summary Of Significant Accounting Policies Schedule Of Accounts Receivable 4 Summary Of Significant Accounting Policies Schedule Of Accounts Receivable 5 Summary Of Significant Accounting Policies Schedule Of Accounts Receivable 5 Summary Of Significant Accounting Policies Schedule Of Accounts Receivable 6 Summary Of Significant Accounting Policies Schedule Of Accounts Receivable 6 Summary Of Significant Accounting Policies Schedule Of Inventory, Current 1 Summary Of Significant Accounting Policies Schedule Of Inventory, Current 1 Summary Of Significant Accounting Policies Schedule Of Inventory, Current 2 Summary Of Significant Accounting Policies Schedule Of Inventory, Current 2 Summary Of Significant Accounting Policies Schedule Of Inventory, Current 3 Summary Of Significant Accounting Policies Schedule Of Inventory, Current 3 Summary Of Significant Accounting Policies Schedule Of Inventory, Current 4 Summary Of Significant Accounting Policies Schedule Of Inventory, Current 4 Summary Of Significant Accounting Policies Schedule Of Inventory, Current 5 Summary Of Significant Accounting Policies Schedule Of Inventory, Current 5 Summary Of Significant Accounting Policies Schedule Of Inventory, Current 6 Summary Of Significant Accounting Policies Schedule Of Inventory, Current 6 Summary Of Significant Accounting Policies Straight-line Method Of Depreciation 1 Summary Of Significant Accounting Policies Straight-line Method Of Depreciation 1 Summary Of Significant Accounting Policies Straight-line Method Of Depreciation 2 Summary Of Significant Accounting Policies Straight-line Method Of Depreciation 2 Property And Equipment Schedule Of Property, Plant And Equipment 1 Property And Equipment Schedule Of Property, Plant And Equipment 1 Property And Equipment Schedule Of Property, Plant And Equipment 2 Property And Equipment Schedule Of Property, Plant And Equipment 2 Property And Equipment Schedule Of Property, Plant And Equipment 3 Property And Equipment Schedule Of Property, Plant And Equipment 3 Property And Equipment Schedule Of Property, Plant And Equipment 4 Property And Equipment Schedule Of Property, Plant And Equipment 4 Property And Equipment Schedule Of Property, Plant And Equipment 5 Property And Equipment Schedule Of Property, Plant And Equipment 5 Property And Equipment Schedule Of Property, Plant And Equipment 6 Property And Equipment Schedule Of Property, Plant And Equipment 6 Property And Equipment Schedule Of Property, Plant And Equipment 7 Property And Equipment Schedule Of Property, Plant And Equipment 7 Property And Equipment Schedule Of Property, Plant And Equipment 8 Property And Equipment Schedule Of Property, Plant And Equipment 8 Property And Equipment Schedule Of Property, Plant And Equipment 9 Property And Equipment Schedule Of Property, Plant And Equipment 9 Property And Equipment Schedule Of Property, Plant And Equipment 10 Property And Equipment Schedule Of Property, Plant And Equipment 10 Property And Equipment Schedule Of Property, Plant And Equipment 11 Property And Equipment Schedule Of Property, Plant And Equipment 11 Property And Equipment Schedule Of Property, Plant And Equipment 12 Property And Equipment Schedule Of Property, Plant And Equipment 12 Derivative Liability Schedule Of Share-based Payment Award, Warrant Liabilities, Valuation Assumptions 1 Derivative Liability Schedule Of Share-based Payment Award, Warrant Liabilities, Valuation Assumptions 1 Derivative Liability Schedule Of Share-based Payment Award, Warrant Liabilities, Valuation Assumptions 2 Derivative Liability Schedule Of Share-based Payment Award, Warrant Liabilities, Valuation Assumptions 2 Derivative Liability Schedule Of Share-based Payment Award, Warrant Liabilities, Valuation Assumptions 3 Derivative Liability Schedule Of Share-based Payment Award, Warrant Liabilities, Valuation Assumptions 3 Derivative Liability Schedule Of Share-based Payment Award, Warrant Liabilities, Valuation Assumptions 4 Derivative Liability Schedule Of Share-based Payment Award, Warrant Liabilities, Valuation Assumptions 4 Derivative Liability Schedule Of Share-based Payment Award, Warrant Liabilities, Valuation Assumptions 5 Derivative Liability Schedule Of Share-based Payment Award, Warrant Liabilities, Valuation Assumptions 5 Derivative Liability Schedule Of Share-based Payment Award, Warrant Liabilities, Valuation Assumptions 1 Derivative Liability Schedule Of Share-based Payment Award, Warrant Liabilities, Valuation Assumptions 1 Derivative Liability Schedule Of Share-based Payment Award, Warrant Liabilities, Valuation Assumptions 2 Derivative Liability Schedule Of Share-based Payment Award, Warrant Liabilities, Valuation Assumptions 2 Derivative Liability Schedule Of Share-based Payment Award, Warrant Liabilities, Valuation Assumptions 3 Derivative Liability Schedule Of Share-based Payment Award, Warrant Liabilities, Valuation Assumptions 3 Derivative Liability Schedule Of Share-based Payment Award, Warrant Liabilities, Valuation Assumptions 4 Derivative Liability Schedule Of Share-based Payment Award, Warrant Liabilities, Valuation Assumptions 4 Derivative Liability Schedule Of Share-based Payment Award, Warrant Liabilities, Valuation Assumptions 5 Derivative Liability Schedule Of Share-based Payment Award, Warrant Liabilities, Valuation Assumptions 5 Derivative Liability Schedule Of Share-based Payment Award, Warrant Liabilities, Valuation Assumptions 6 Derivative Liability Schedule Of Share-based Payment Award, Warrant Liabilities, Valuation Assumptions 6 Derivative Liability Schedule Of Share-based Payment Award, Warrant Liabilities, Valuation Assumptions 7 Derivative Liability Schedule Of Share-based Payment Award, Warrant Liabilities, Valuation Assumptions 7 Derivative Liability Schedule Of Share-based Payment Award, Warrant Liabilities, Valuation Assumptions 8 Derivative Liability Schedule Of Share-based Payment Award, Warrant Liabilities, Valuation Assumptions 8 Derivative Liability Schedule Of Share-based Payment Award, Warrant Liabilities, Valuation Assumptions 9 Derivative Liability Schedule Of Share-based Payment Award, Warrant Liabilities, Valuation Assumptions 9 Derivative Liability Schedule Of Share-based Payment Award, Warrant Liabilities, Valuation Assumptions 10 Derivative Liability Schedule Of Share-based Payment Award, Warrant Liabilities, Valuation Assumptions 10 Derivative Liability Schedule Of Share-based Payment Award, Warrant Liabilities, Valuation Assumptions 1 Derivative Liability Schedule Of Share-based Payment Award, Warrant Liabilities, Valuation Assumptions 1 Derivative Liability Schedule Of Share-based Payment Award, Warrant Liabilities, Valuation Assumptions 2 Derivative Liability Schedule Of Share-based Payment Award, Warrant Liabilities, Valuation Assumptions 2 Derivative Liability Schedule Of Share-based Payment Award, Warrant Liabilities, Valuation Assumptions 3 Derivative Liability Schedule Of Share-based Payment Award, Warrant Liabilities, Valuation Assumptions 3 Derivative Liability Schedule Of Share-based Payment Award, Warrant Liabilities, Valuation Assumptions 4 Derivative Liability Schedule Of Share-based Payment Award, Warrant Liabilities, Valuation Assumptions 4 Derivative Liability Schedule Of Share-based Payment Award, Warrant Liabilities, Valuation Assumptions 5 Derivative Liability Schedule Of Share-based Payment Award, Warrant Liabilities, Valuation Assumptions 5 Derivative Liability Schedule Of Share-based Payment 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Rights, Valuation Assumptions 7 Stockholders Equity Schedule Of Stockholders' Equity Note, Warrants Or Rights, Valuation Assumptions 7 Stockholders Equity Schedule Of Stockholders' Equity Note, Warrants Or Rights, Valuation Assumptions 8 Stockholders Equity Schedule Of Stockholders' Equity Note, Warrants Or Rights, Valuation Assumptions 8 Stockholders Equity Schedules Of Proceeds From Restricted Shares 1 Stockholders Equity Schedules Of Proceeds From Restricted Shares 1 Stockholders Equity Schedules Of Proceeds From Restricted Shares 2 Stockholders Equity Schedules Of Proceeds From Restricted Shares 2 Stockholders Equity Schedules Of Proceeds From Restricted Shares 3 Stockholders Equity Schedules Of Proceeds From Restricted Shares 3 Options And Warrants Schedule Of Share-based Compensation, Stock Options, Activity 1 Options And Warrants Schedule Of Share-based Compensation, Stock Options, Activity 1 Options And Warrants Schedule Of Share-based Compensation, Stock Options, Activity 2 Options And Warrants Schedule Of Share-based Compensation, Stock Options, Activity 2 Options And Warrants Schedule Of Share-based Compensation, Stock Options, Activity 3 Options And Warrants Schedule Of Share-based Compensation, Stock Options, Activity 3 Options And Warrants Schedule Of Share-based Compensation, Stock Options, Activity 4 Options And Warrants Schedule Of Share-based Compensation, Stock Options, Activity 4 Options And Warrants Schedule Of Share-based Compensation, Stock Options, Activity 5 Options And Warrants Schedule Of Share-based Compensation, Stock Options, Activity 5 Options And Warrants Schedule Of Share-based Compensation, Stock Options, Activity 6 Options And Warrants Schedule Of Share-based Compensation, Stock Options, Activity 6 Options And Warrants Schedule Of Share-based Compensation, Stock Options, Activity 7 Options And Warrants Schedule Of Share-based Compensation, Stock Options, Activity 7 Options And Warrants Schedule Of Share-based Compensation, Stock Options, Activity 8 Options And Warrants Schedule Of Share-based Compensation, Stock Options, Activity 8 Options And Warrants Schedule Of Share-based Compensation, Stock Options, Activity 9 Options And Warrants Schedule Of Share-based Compensation, Stock Options, Activity 9 Options And Warrants Schedule Of Share-based Compensation, Stock Options, Activity 10 Options And Warrants Schedule Of Share-based Compensation, Stock Options, Activity 10 Options And Warrants Schedule Of Share-based Compensation, Stock Options, Activity 11 Options And Warrants Schedule Of Share-based Compensation, Stock Options, Activity 11 Options And Warrants Schedule Of Share-based Compensation, Stock Options, Activity 12 Options And Warrants Schedule Of Share-based Compensation, Stock Options, Activity 12 Options And Warrants Schedule Of Share-based Compensation, Stock Options, Activity 13 Options And Warrants Schedule Of Share-based Compensation, Stock Options, Activity 13 Options And Warrants Schedule Of Share-based Compensation, Stock Options, Activity 14 Options And Warrants Schedule Of Share-based Compensation, Stock Options, Activity 14 Options And Warrants Schedule Of Share-based Compensation, Stock Options, Activity 15 Options And Warrants Schedule Of Share-based Compensation, Stock Options, Activity 15 Options And Warrants Schedule Of Share-based Compensation, Stock Options, Activity 16 Options And Warrants Schedule Of Share-based Compensation, Stock Options, Activity 16 Options And Warrants Schedule Of Share-based Compensation, Stock Options, Activity 17 Options And Warrants Schedule Of Share-based Compensation, Stock Options, Activity 17 Options And Warrants Schedule Of Share-based Compensation, Stock Options, Activity 18 Options And Warrants Schedule Of Share-based Compensation, Stock Options, Activity 18 Options And Warrants Schedule Of Share-based Compensation, Stock Options, Activity 19 Options And Warrants Schedule Of Share-based Compensation, Stock Options, Activity 19 Options And Warrants Schedule Of Share-based Compensation, Stock Options, Activity 20 Options And Warrants Schedule Of Share-based Compensation, Stock Options, Activity 20 Options And Warrants Schedule Of Share-based Compensation, Stock Options, Activity 21 Options And Warrants Schedule Of Share-based Compensation, Stock Options, Activity 21 Options And Warrants Schedule Of Share-based Compensation, Stock Options, Activity 22 Options And Warrants Schedule Of Share-based Compensation, Stock Options, Activity 22 Options And Warrants Schedule Of Share-based Compensation, Stock Options, Activity 23 Options And Warrants Schedule Of Share-based Compensation, Stock Options, Activity 23 Options And Warrants Schedule Of Share-based Compensation, Stock Options, Activity 24 Options And Warrants Schedule Of Share-based Compensation, Stock Options, Activity 24 Options And Warrants Schedule Of Share-based Compensation, Stock Options, Activity 25 Options And Warrants Schedule Of Share-based Compensation, Stock Options, Activity 25 Options And Warrants Schedule Of Share-based Compensation, Stock Options, Activity 26 Options And Warrants Schedule Of Share-based Compensation, Stock Options, Activity 26 Options And Warrants Schedule Of Share-based Compensation, Stock Options, Activity 27 Options And Warrants Schedule Of Share-based Compensation, Stock Options, Activity 27 Options And Warrants Schedule Of Share-based Compensation, Stock Options, Activity 28 Options And Warrants Schedule Of Share-based Compensation, Stock Options, Activity 28 Options And Warrants Schedule Of Share-based Compensation, Stock Options, Activity 29 Options And Warrants Schedule Of Share-based Compensation, Stock Options, Activity 29 Options And Warrants Schedule Of Share-based Compensation, Stock Options, Activity 30 Options And Warrants Schedule Of Share-based Compensation, Stock Options, Activity 30 Options And Warrants Schedule Of Stockholders' Equity Note, Warrants Or Rights, Activity 1 Options And Warrants Schedule Of Stockholders' Equity Note, Warrants Or Rights, Activity 1 Options And Warrants Schedule Of Stockholders' Equity Note, Warrants Or Rights, Activity 2 Options And Warrants Schedule Of Stockholders' Equity Note, Warrants Or Rights, Activity 2 Options And Warrants Schedule Of Stockholders' Equity Note, Warrants Or Rights, Activity 3 Options And Warrants Schedule Of Stockholders' Equity Note, Warrants Or Rights, Activity 3 Options And Warrants Schedule Of Stockholders' Equity Note, Warrants Or Rights, Activity 4 Options And Warrants Schedule Of Stockholders' Equity Note, Warrants Or Rights, Activity 4 Options And Warrants Schedule Of Stockholders' Equity Note, Warrants Or Rights, Activity 5 Options And Warrants Schedule Of Stockholders' Equity Note, Warrants Or Rights, Activity 5 Options And Warrants Schedule Of Stockholders' Equity Note, Warrants Or Rights, Activity 6 Options And Warrants Schedule Of Stockholders' Equity Note, Warrants Or Rights, Activity 6 Options And Warrants Schedule Of Stockholders' Equity Note, Warrants Or Rights, Activity 7 Options And Warrants Schedule Of Stockholders' Equity Note, Warrants Or Rights, Activity 7 Options And Warrants Schedule Of Stockholders' Equity Note, Warrants Or Rights, Activity 8 Options And Warrants Schedule Of Stockholders' Equity Note, Warrants Or Rights, Activity 8 Options And Warrants Schedule Of Stockholders' Equity Note, Warrants Or Rights, Activity 9 Options And Warrants Schedule Of Stockholders' Equity Note, Warrants Or Rights, Activity 9 Options And Warrants Schedule Of Stockholders' Equity Note, Warrants Or Rights, Activity 10 Options And Warrants Schedule Of Stockholders' Equity Note, Warrants Or Rights, Activity 10 Options And Warrants Schedule Of Stockholders' Equity Note, Warrants Or Rights, Activity 11 Options And Warrants Schedule Of Stockholders' Equity Note, Warrants Or Rights, Activity 11 Options And Warrants Schedule Of Stockholders' Equity Note, Warrants Or Rights, Activity 12 Options And Warrants Schedule Of Stockholders' Equity Note, Warrants Or Rights, Activity 12 Options And Warrants Schedule Of Stockholders' Equity Note, Warrants Or Rights, Activity 13 Options And Warrants Schedule Of Stockholders' Equity Note, Warrants Or Rights, Activity 13 Options And Warrants Schedule Of Stockholders' Equity Note, Warrants Or Rights, Activity 14 Options And Warrants Schedule Of Stockholders' Equity Note, Warrants Or Rights, Activity 14 Options And Warrants Schedule Of Stockholders' Equity Note, Warrants Or Rights, Activity 15 Options And Warrants Schedule Of Stockholders' Equity Note, Warrants Or Rights, Activity 15 Options And Warrants Schedule Of Stockholders' Equity Note, Warrants Or Rights, Activity 16 Options And Warrants Schedule Of Stockholders' Equity Note, Warrants Or Rights, Activity 16 Options And Warrants Schedule Of Stockholders' Equity Note, Warrants Or Rights, Activity 17 Options And Warrants Schedule Of Stockholders' Equity Note, Warrants Or Rights, Activity 17 Options And Warrants Schedule Of Stockholders' Equity Note, Warrants Or Rights, Activity 18 Options And Warrants Schedule Of Stockholders' Equity Note, Warrants Or Rights, Activity 18 Options And Warrants Schedule Of Stockholders' Equity Note, Warrants Or Rights, Activity 19 Options And Warrants Schedule Of Stockholders' Equity Note, Warrants Or Rights, Activity 19 Options And Warrants Schedule Of Stockholders' Equity Note, Warrants Or Rights, Activity 20 Options And Warrants Schedule Of Stockholders' Equity Note, Warrants Or Rights, Activity 20 Options And Warrants Schedule Of Stockholders' Equity Note, Warrants Or Rights 1 Options And Warrants Schedule Of Stockholders' Equity Note, Warrants Or Rights 1 Options And Warrants Schedule Of Stockholders' Equity Note, Warrants Or Rights 2 Options And Warrants Schedule Of Stockholders' Equity Note, Warrants Or Rights 2 Options And Warrants Schedule Of Stockholders' Equity Note, Warrants Or Rights 3 Options And Warrants Schedule Of Stockholders' Equity Note, Warrants Or Rights 3 Options And Warrants Schedule Of Stockholders' Equity Note, Warrants Or Rights 4 Options And Warrants Schedule Of Stockholders' Equity Note, Warrants Or Rights 4 Options And Warrants Schedule Of Stockholders' Equity Note, Warrants Or Rights 5 Options And Warrants Schedule Of Stockholders' Equity Note, Warrants Or Rights 5 Options And Warrants Schedule Of Stockholders' Equity Note, Warrants Or Rights 6 Options And Warrants Schedule Of Stockholders' Equity Note, Warrants Or Rights 6 Options And Warrants Schedule Of Stockholders' Equity Note, Warrants Or Rights 7 Options And Warrants Schedule Of Stockholders' Equity Note, Warrants Or Rights 7 Options And Warrants Schedule Of Stockholders' Equity Note, Warrants Or Rights 8 Options And Warrants Schedule Of Stockholders' Equity Note, Warrants Or Rights 8 Options And Warrants Schedule Of Stockholders' Equity Note, Warrants Or Rights 9 Options And Warrants Schedule Of Stockholders' Equity Note, Warrants Or Rights 9 Options And Warrants Schedule Of Stockholders' Equity Note, Warrants Or Rights 10 Options And Warrants Schedule Of Stockholders' Equity Note, Warrants Or Rights 10 Options And Warrants Schedule Of Stockholders' Equity Note, Warrants Or Rights 11 Options And Warrants Schedule Of Stockholders' Equity Note, Warrants Or Rights 11 Options And Warrants Schedule Of Stockholders' Equity Note, Warrants Or Rights 12 Options And Warrants Schedule Of Stockholders' Equity Note, Warrants Or Rights 12 Options And Warrants Schedule Of Stockholders' Equity Note, Warrants Or Rights 13 Options And Warrants Schedule Of Stockholders' Equity Note, Warrants Or Rights 13 Options And Warrants Schedule Of Stockholders' Equity Note, Warrants Or Rights 14 Options And Warrants Schedule Of Stockholders' Equity Note, Warrants Or Rights 14 Options And Warrants Schedule Of Stockholders' Equity Note, Warrants Or Rights 15 Options And Warrants Schedule Of Stockholders' Equity Note, Warrants Or Rights 15 Options And Warrants Schedule Of Share-based Payment Award, Warrants, Valuation Assumptions 1 Options And Warrants Schedule Of Share-based Payment Award, Warrants, Valuation Assumptions 1 Options And Warrants Schedule Of Share-based Payment Award, Warrants, Valuation Assumptions 2 Options And Warrants Schedule Of Share-based Payment Award, Warrants, Valuation Assumptions 2 Options And Warrants Schedule Of Share-based Payment Award, Warrants, Valuation Assumptions 3 Options And Warrants Schedule Of Share-based Payment Award, Warrants, Valuation Assumptions 3 Options And Warrants Schedule Of Share-based Payment Award, Warrants, Valuation Assumptions 4 Options And Warrants Schedule Of Share-based Payment Award, Warrants, Valuation Assumptions 4 Options And Warrants Schedule Of Share-based Payment Award, Warrants, Valuation Assumptions 5 Options And Warrants Schedule Of Share-based Payment Award, Warrants, Valuation Assumptions 5 Options And Warrants Schedule Of Share-based Payment Award, Warrants, Valuation Assumptions 6 Options And Warrants Schedule Of Share-based Payment Award, Warrants, Valuation Assumptions 6 Options And Warrants Schedule Of Share-based Payment Award, Warrants, Valuation Assumptions 7 Options And Warrants Schedule Of Share-based Payment Award, Warrants, Valuation Assumptions 7 Options And Warrants Schedule Of Share-based Payment Award, Warrants, Valuation Assumptions 8 Options And Warrants Schedule Of Share-based Payment Award, Warrants, Valuation Assumptions 8 Related Party Transactions Schedule Of Stock Options For Directors And Executive Officers 1 Related Party Transactions Schedule Of Stock Options For Directors And Executive Officers 1 Related Party Transactions Schedule Of Stock Options For Directors And Executive Officers 2 Related Party Transactions Schedule Of Stock Options For Directors And Executive Officers 2 Related Party Transactions Schedule Of Stock Options For Directors And Executive Officers 3 Related Party Transactions Schedule Of Stock Options For Directors And Executive Officers 3 Related Party Transactions Schedule Of Stock Options For Directors And Executive Officers 4 Related Party Transactions Schedule Of Stock Options For Directors And Executive Officers 4 Related Party Transactions Schedule Of Stock Options For Directors And Executive Officers 5 Related Party Transactions Schedule Of Stock Options For Directors And Executive Officers 5 Related Party Transactions Schedule Of Stock Options For Directors And Executive Officers 6 Related Party Transactions Schedule Of Stock Options For Directors And Executive Officers 6 Income Taxes Schedule Of Deferred Tax Assets And Liabilities 1 Income Taxes Schedule Of Deferred Tax Assets And Liabilities 1 Income Taxes Schedule Of Deferred Tax Assets And Liabilities 2 Income Taxes Schedule Of Deferred Tax Assets And Liabilities 2 Income Taxes Schedule Of Deferred Tax Assets And Liabilities 3 Income Taxes Schedule Of Deferred Tax Assets And Liabilities 3 Income Taxes Schedule Of Deferred Tax Assets And Liabilities 4 Income Taxes Schedule Of Deferred Tax Assets And Liabilities 4 Income Taxes Schedule Of Deferred Tax Assets And Liabilities 5 Income Taxes Schedule Of Deferred Tax Assets And Liabilities 5 Income Taxes Schedule Of Deferred Tax Assets And Liabilities 6 Income Taxes Schedule Of Deferred Tax Assets And Liabilities 6 Commitments And Contingencies Schedule Of Future Minimum Rental Payments For Operating Leases 1 Commitments And Contingencies Schedule Of Future Minimum Rental Payments For Operating Leases 1 Commitments And Contingencies Schedule Of Future Minimum Rental Payments For Operating Leases 2 Commitments And Contingencies Schedule Of Future Minimum Rental Payments For Operating Leases 2 Commitments And Contingencies Schedule Of Future Minimum Rental Payments For Operating Leases 3 Commitments And Contingencies Schedule Of Future Minimum Rental Payments For Operating Leases 3 Commitments And Contingencies Schedule Of Future Minimum Rental Payments For Operating Leases 4 Commitments And Contingencies Schedule Of Future Minimum Rental Payments For Operating Leases 4 Commitments And Contingencies Schedule Of Future Minimum Rental Payments For Operating Leases 5 Commitments And Contingencies Schedule Of Future Minimum Rental Payments For Operating Leases 5 Commitments And Contingencies Schedule Of Future Minimum Rental Payments For Operating Leases 6 Commitments And Contingencies Schedule Of Future Minimum Rental Payments For Operating Leases 6 Total Current Assets Total Assets Total Current Liabilities Total long-term liabilities Total Liabilities Total stockholders' deficit Total liabilities and stockholders' deficit Common Stock, Shares, Issued Gross profit Total operating expenses Total operating loss Interest expense Interest expense - accretive Interest expense on capital lease Interest expense on redeemable preferred stock Fees Paid On Credit Line Capital Lease Discount Amortization of debt discount and accretion Other expenses Total other income (expense) Net loss Value Of Warrants Issued With Capital Lease Agreement Value Of Warrants Issued With Capital Lease Agreement Shares Stock Issued During Period Cash Private Placement Stock Issued During Period Cash Private Placement Shares Shares issued in connection with note payable Shares issued in connection with note payable (Shares) Shares Issued To Contractors Shares Issued To Contractors Shares Shares Issued To Employees Shares Issued To Employees Shares Stock Issued During Period Warrant Exercises Stock Issued During Period Warrant Exercises Shares Stock Options Issued To Employees Stock Options Issued To Employees Shares Preferred Stock Issued To Directos Preferred Stock Issued To Directos Shares Fees Paid On Stock Issuances Shares Issued With Conversion Preferred Series B Shares Issued With Conversion Preferred Series B Shares Bad Debt expense Stock compensation expense Amortization of debt discount and accretion (AmortizationOfFinancingCostsAndDiscounts) Interest Expense Related To Amortization Of Capital Lease Discount Accounts receivable (IncreaseDecreaseInAccountsReceivable) Inventory (IncreaseDecreaseInInventories) Prepaid expenses and other current assets Accounts payable (IncreaseDecreaseInAccountsPayable) Accounts payable - related party Accrued expenses (IncreaseDecreaseInAccruedLiabilities) Accrued interest NET CASH USED IN OPERATING ACTIVITIES Purchase of fixed assets CASH USED IN INVESTING ACTIVITIES Proceeds from convertible note payable Proceeds From Revolving Financing Repayment of notes payable Repayment of capital lease Repayment Of Redeemable Preferred Shares CASH PROVIDED BY FINANCING ACTIVITIES NET CHANGE IN CASH CASH AT BEGINNING OF PERIOD INTEREST PAID Fair Value Of Derivate Liability At Isuance Of Warrants Fair Value Of Derivative Liability At Exercise Exercise Of Stock Options With Accounts Payable Capitalized Lease Warrant Issued For Deferred Financing Cost Equipment Deposits Related Party [Text Block] Straightline Method Of Depreciation [Table Text Block] Schedule Of Sharebased Payment Award Warrant Liabilities Valuation Assumptions [Table Text Block] Schedule Of Stockholders Equity Note Warrants Or Rights Valuation Assumptions [Text Block] Schedule Of Stockholders Equity Note Warrants Or Rights Activity [Text Block] Schedule Of Sharebased Payment Award Warrants Valuation Assumptions [Table Text Block] Summary Of Significant Accounting Policies Zero Three Two Five Nine Zero Six W T Mf Xh Xn D Fz Summary Of Significant Accounting Policies Zero Three Two Five Nine Zero Four Six W Sg F Fourqb Vz Seven Summary Of Significant Accounting Policies Zero Three Two Five Nine Zero Zero Tm L Zeroh Sz B Lk W Summary Of Significant Accounting Policies Zero Three Two Five Nine Zeropf Zero S Sevenlvr Kg Sixh Summary Of Significant Accounting Policies Zero Three Two Five Nine Zero Sevenw Three T V V Four Qtn Rp Summary Of Significant Accounting Policies Zero Three Two Five Nine Zerow Pq Fivez Zerobk Rd N F Summary Of Significant Accounting Policies Zero Three Two Five Nine Zerofhy C K Jk Zero G Cy P Summary Of Significant Accounting Policies Zero Three Two Five Nine Zero Twoh Eight B K Zero One Two Sixyk S Summary Of Significant Accounting Policies Zero Three Two Five Nine Zero P G W Two Fv D N Nm D T Summary Of Significant Accounting Policies Zero Three Two Five Nine Zerom Twof N Nine Hqc C G Xh Summary Of Significant Accounting Policies Zero Three Two Five Nine Zero T Mr Z Fm Q Z Bc One Six Summary Of Significant Accounting Policies Zero Three Two Five Nine Zeroq Nx Ninev Four Qx F Lfs Summary Of Significant Accounting Policies Zero Three Two Five Nine Zeroyz Seven T Mcf Q Zero Twov D Summary Of Significant Accounting Policies Zero Three Two Five Nine Zeroq X T Seven M Wk C Tg Twox Summary Of Significant Accounting Policies Zero Three Two Five Nine Zero Q N N W Cq Wpfsp Seven Summary Of Significant Accounting Policies Zero Three Two Five Nine Zero B K Six Fv Cs S Fy Nine D Summary Of Significant Accounting Policies Zero Three Two Five Nine Zero S T Onewc Zero Gc M Sixbd Summary Of Significant Accounting Policies Zero Three Two Five Nine Zero H W Onets K T X Hz L One Summary Of Significant Accounting Policies Zero Three Two Five Nine Zeronlz T Sixylrnr Twob Summary Of Significant Accounting Policies Zero Three Two Five Nine Zero Tn Mnh D M S Cfs R Summary Of Significant Accounting Policies Zero Three Two Five Nine Zerox W V Sh Eightg V R Vv B Summary Of Significant Accounting Policies Zero Three Two Five Nine Zero Gm Tmb L W Shp C C Summary Of Significant Accounting Policies Zero Three Two Five Nine Zerob Fourk Oneq K Dk Wg Sixb Summary Of Significant Accounting Policies Zero Three Two Five Nine Zero H Oner Three F M N Pt W One Zero Summary Of Significant Accounting Policies Zero Three Two Five Nine Zeros T T W Zeronz Two T Onep R Summary Of Significant Accounting Policies Zero Three Two Five Nine Zero Vm N Sevenz L D Five V Three Cx Summary Of Significant Accounting Policies Zero Three Two Five Nine Zero Wt F Hp Fourrr Eight Sevenf G Summary Of Significant Accounting Policies Zero Three Two Five Nine Zeroyb F Cbvs Two Wv Three R Summary Of Significant Accounting Policies Zero Three Two Five Nine Zeroxq C Twok Z J M Zerocsg Summary Of Significant Accounting Policies Zero Three Two Five Nine Zerof Two Mv Seven Jp Qng Pz Summary Of Significant Accounting Policies Zero Three Two Five Nine Zeror W Eight Twos T Lnrcfq Summary Of Significant Accounting Policies Zero Three Two Five Nine Zero Six Mk Lm Eight P Tf B Nineq Summary Of Significant Accounting Policies Zero Three Two Five Nine Zerof Six Jcd W K Three T Cy Eight Summary Of Significant Accounting Policies Zero Three Two Five Nine Zero Jyq Fivec D Six D Tm T One Summary Of Significant Accounting Policies Zero Three Two Five Nine Zero Seven T Sc Seven Eight V P Six Tbn Summary Of Significant Accounting Policies Zero Three Two Five Nine Zero Seven Four R Xrl N Zerohx Five Nine Summary Of Significant Accounting Policies Zero Three Two Five Nine Zero J Zero F Nine S T Nine Z Tyhl Summary Of Significant Accounting Policies Zero Three Two Five Nine Zerop T Syn Qzh Fivehp Three Summary Of Significant Accounting Policies Zero Three Two Five Nine Zero Xf Ktm N R One Three W Eight P Summary Of Significant Accounting Policies Zero Three Two Five Nine Zerong Three Five Zero T By Zerod T G Summary Of Significant Accounting Policies Zero Three Two Five Nine Zerok Hm F C Nys Fours Fivez Summary Of Significant Accounting Policies Zero Three Two Five Nine Zerom Z Threel R H K Three Sixrpy Summary Of Significant Accounting Policies Zero Three Two Five Nine Zero Ninez Eighty J Nine Z Kr Pn H Summary Of Significant Accounting Policies Zero Three Two Five Nine Zero K Eightk G Wc Three Fourzs Hb Summary Of Significant Accounting Policies Zero Three Two Five Nine Zero Sixhrcw Seveny P S Zl R Summary Of Significant Accounting Policies Zero Three Two Five Nine Zero V Fnv Jtk One K Oney X Summary Of Significant Accounting Policies Zero Three Two Five Nine Zerot Zerobcv Cl C V Eight Hc Summary Of Significant Accounting Policies Zero Three Two Five Nine Zero Five Nine Zerotc G Twol Zero Four W S Summary Of Significant Accounting Policies Zero Three Two Five Nine Zerogthrw F Nine J T Onefs Summary Of Significant Accounting Policies Zero Three Two Five Nine Zero V G Sp Fh P Tx Sixpn Summary Of Significant Accounting Policies Zero Three Two Five Nine Zero Sixk B Five D Wwm T Nine B N Summary Of Significant Accounting Policies Zero Three Two Five Nine Zero Two D Six Sk F R Q Three Ldh Summary Of Significant Accounting Policies Zero Three Two Five Nine Zero Rk G L L Mgl Xzls Summary Of Significant Accounting Policies Zero Three Two Five Nine Zero H Threec Qg Z C Two Pv Vn Summary Of Significant Accounting Policies Zero Three Two Five Nine Zero Sevenw V Th Seven One Nine Gl M Nine Going Concern Zero Three Two Five Nine Zerocv One Eightz S F Twok Fvb Property And Equipment Zero Three Two Five Nine Zero S Nine R Lt Hwt H Fiveq Seven Property And Equipment Zero Three Two Five Nine Zero B H Seven Sixg X C P Four Six Ff Equipment Deposits Related Party Zero Three Two Five Nine Zero W Z Jm B L Xsm T Rp Equipment Deposits Related Party Zero Three Two Five Nine Zerow L J C Pz V B One M Foury Equipment Deposits Related Party Zero Three Two Five Nine Zerop C Wbm One Eightgq Sevenkf Equipment Deposits Related Party Zero Three Two Five Nine Zero Z V Lz Six T C X Two M V Nine Revolving Financing Zero Three Two Five Nine Zero T Twoy Dk M K Sy Q R L Revolving Financing Zero Three Two Five Nine Zero T Hrrv X Ptt Sevenrp Revolving Financing Zero Three Two Five Nine Zero S Four Fivet Nl X Z M Two Four Z Revolving Financing Zero Three Two Five Nine Zeroq Ky Z Eight C Tkyp Ht Revolving Financing Zero Three Two Five Nine Zero Jm X M Rf Fiveg Twoxy X Revolving Financing Zero Three Two Five Nine Zero Pg Fourb B J Q Three S T Eight Six Revolving Financing Zero Three Two Five Nine Zerox Bk R Ft Eightvr F Nine Eight Revolving Financing Zero Three Two Five Nine Zeror Sevenm Zerowm Seven Eightf Onemr Revolving Financing Zero Three Two Five Nine Zero Threeplpz Zero Zerod Q Six Seven T Revolving Financing Zero Three Two Five Nine Zerolz Fourr Eightw Qp Threexz Three Revolving Financing Zero Three Two Five Nine Zerokc Two T Nine Cv Mnh Three One Revolving Financing Zero Three Two Five Nine Zero X Sevenlv Gg Mdb P Six B Revolving Financing Zero Three Two Five Nine Zero Fivesb Rb Ts Fivexz T Six Revolving Financing Zero Three Two Five Nine Zero S Hf B One S F T J Sixz Eight Revolving Financing Zero Three Two Five Nine Zerobp Tr Xz Four C Five Sixq N Derivative Liability Zero Three Two Five Nine Zerolzl N Two D L Sc Nv G Derivative Liability Zero Three Two Five Nine Zerom Q Szg Qgl Vy Zc Derivative Liability Zero Three Two Five Nine Zero G Rl Sixl Dp M Z Eight Fourl Derivative Liability Zero Three Two Five Nine Zerod W Three Six P Six V X Five Rs H Derivative Liability Zero Three Two Five Nine Zero W Eight L Chs G Six Q Pwk Derivative Liability Zero Three Two Five Nine Zero Rhq T C X Lpd Six M L Derivative Liability Zero Three Two Five Nine Zero Nt Four One M Zeroq F V Fivel H Derivative Liability Zero Three Two Five Nine Zero T S Three P Zxgs Ninen Cr Derivative Liability Zero Three Two Five Nine Zerohl Oneps P G V Gpf N Derivative Liability Zero Three Two Five Nine Zero Nv F Zeroqd Ry One K G Seven Derivative Liability Zero Three Two Five Nine Zero V M Z W Four Foury Nines Six Gz Derivative Liability Zero Three Two Five Nine Zero F Cw Pv N T Threeqvbp Derivative Liability Zero Three Two Five Nine Zeromt Vh Two Vpr Five M Oned Derivative Liability Zero Three Two Five Nine Zerox Ks Sixtm Onegz W Eight V Derivative Liability Zero Three Two Five Nine Zerofgvh Srx Hf C X Two Derivative Liability Zero Three Two Five Nine Zero Q Six L V Qw Nines R Rf P Derivative Liability Zero Three Two Five Nine Zero L L V Lx Z Vrb Mt F Derivative Liability Zero Three Two Five Nine Zero Jy Four P Cc L B W W C T Derivative Liability Zero Three Two Five Nine Zeroy H J G Ninexf Four Sevenc Cx Derivative Liability Zero Three Two Five Nine Zero Zero P D C Zm Nine Dww N W Derivative Liability Zero Three Two Five Nine Zerod T Hh Nine Q Hmh Threedm Derivative Liability Zero Three Two Five Nine Zeroqs Fourf Two J Four Three V M H M Derivative Liability Zero Three Two Five Nine Zero Six Rq Nby Threet Tf J Eight Derivative Liability Zero Three Two Five Nine Zerof Tdl X Three Five Three Eight L Zero Four Derivative Liability Zero Three Two Five Nine Zero Four W Eight G Clb T Twogb Six Derivative Liability Zero Three Two Five Nine Zero C Ws St R L Twod D Eight Four Derivative Liability Zero Three Two Five Nine Zero Mw C T Lf Gdg Six Five R Derivative Liability Zero Three Two Five Nine Zeron Kp Rg Eight R K Pt Zero Z Derivative Liability Zero Three Two Five Nine Zeroyvk Sevenm T Cm Eight K K C Derivative Liability Zero Three Two 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Fv Preferred Shares Subject To Mandatory Redemption Zero Three Two Five Nine Zero P Wc Three Vm Jydp P B Preferred Shares Subject To Mandatory Redemption Zero Three Two Five Nine Zerog T Tt Eightdl Q T T Two Q Preferred Shares Subject To Mandatory Redemption Zero Three Two Five Nine Zero Tmph X Wp Vl Five B S Preferred Shares Subject To Mandatory Redemption Zero Three Two Five Nine Zero S Five Sevenzswv P B P Nineb Preferred Shares Subject To Mandatory Redemption Zero Three Two Five Nine Zeroz L Threed L Sevenz C Th L M Preferred Shares Subject To Mandatory Redemption Zero Three Two Five Nine Zero Ninenb Sz Tl Fg N Eight G Preferred Shares Subject To Mandatory Redemption Zero Three Two Five Nine Zero X Six Dy Tl P Nine Seven Bk S Preferred Shares Subject To Mandatory Redemption Zero Three Two Five Nine Zero Five F Two Dz S W Cz P Eightc Preferred Shares Subject To Mandatory Redemption Zero Three Two Five Nine Zero Fourh H H Fivefqb Tlr Z Preferred Shares Subject To Mandatory Redemption Zero Three Two Five Nine Zeroc One Zwl Tv R S Wg H Preferred Shares Subject To Mandatory Redemption Zero Three Two Five Nine Zero My Sixm L Three S G Hd Wv Preferred Shares Subject To Mandatory Redemption Zero Three Two Five Nine Zero Eight Q S J W Six Four M L Sixz P Preferred Shares Subject To Mandatory Redemption Zero Three Two Five Nine Zeroy M Nb Zero Lq J L Nine X C Preferred Shares Subject To Mandatory Redemption Zero Three Two Five Nine Zero Sy X Kn Nd Three Sg W Zero Preferred Shares Subject To Mandatory Redemption Zero Three Two Five Nine Zero Five One Rc Vx Sevenbf Zero D L Preferred Shares Subject To Mandatory Redemption Zero Three Two Five Nine Zeroxb Mgt G Lkz Threev Zero Preferred Shares Subject To Mandatory Redemption Zero Three Two Five Nine Zerobr T Five Hvv Sg One M Z Preferred Shares Subject To Mandatory Redemption Zero Three Two Five Nine Zerod Six Sr Sevengg C C F N X Preferred Shares Subject To Mandatory Redemption Zero Three Two Five Nine Zerogm Sl L Zero Nine Eight W Rs M Preferred Shares Subject To Mandatory Redemption Zero Three Two Five Nine Zeroy Fourbc J Zzh J Eightb Two Preferred Shares Subject To Mandatory Redemption Zero Three Two Five Nine Zeroh G Five Sixzt Tfhvd V Stockholders Equity Zero Three Two Five Nine Zerozz K Tkhzmm T Six Two Stockholders Equity Zero Three Two Five Nine Zero Tbn Fourrys Sixl M Twox Stockholders Equity Zero Three Two Five Nine Zero X Two Threecf Seven Five Three F D Hs Stockholders Equity Zero Three Two Five Nine Zero J Two One B Sm Oness Bp D Stockholders Equity Zero Three Two Five Nine Zeroc K Bc X Oneb Vg Z B P Stockholders Equity Zero Three Two Five Nine Zero Eight Nine Onel F T Xf Dym F Stockholders Equity Zero Three Two Five Nine Zero B Qr Ones C Five K P Sq Q Stockholders Equity Zero Three Two Five Nine Zerocgm F S C Fourmhp S V Stockholders Equity Zero Three Two Five Nine Zeroxq D D Five Twoz D Five L Ninec Stockholders Equity Zero Three Two Five Nine Zerodh C Eightn B Five Sevenkb Q C Stockholders Equity Zero Three Two Five Nine Zero Xnb Six Tbl Sixkvy Two Stockholders Equity Zero Three Two Five Nine Zeroz P Sixtg F Gn K Fiver T Stockholders Equity Zero Three Two Five Nine Zero One G T Q P D Gw Sixt J N Stockholders Equity Zero Three Two Five Nine Zerorhft Q Z Zs Cv G G Stockholders Equity Zero Three Two Five Nine Zeronr Pdx N Zl Zeromk M Stockholders Equity Zero Three Two Five Nine Zeroxq Seven T Seven Nn Zero Q X D H Stockholders Equity Zero Three Two Five Nine Zero R T Three Cc S Wm V Gfk Stockholders Equity Zero Three Two Five Nine Zero N M Four Tn Five F W Xv Q One Stockholders Equity Zero Three Two Five Nine Zeropm Sixl R V Lhmgyz Stockholders Equity Zero Three Two Five Nine Zero Six Tt Zerov R T Tfx Eight Five Stockholders Equity Zero Three Two Five Nine Zerotq Ninet Hd K H T Qq V Stockholders Equity Zero Three Two Five Nine Zero P Fourp N Threehk H Dc K B Stockholders Equity Zero Three Two Five Nine Zero Kq R Six K Eightrkq Wh Three Stockholders Equity Zero Three Two Five Nine Zero N Nine Rsnz Lgtn N L Stockholders Equity Zero Three Two Five Nine Zero Nine Qd Two Nqzly Three R Six Stockholders Equity Zero Three Two Five Nine Zero Jt P C Z H Wp Wg Three B Stockholders Equity Zero Three Two Five Nine Zerosn X Six D Pdc Niner T R Stockholders Equity Zero Three Two Five Nine Zero Jgnxwnk Threecxh M Stockholders Equity Zero Three Two Five Nine Zero Seven Q Zero X X Ninedd Two K Zeror Stockholders Equity Zero Three Two Five Nine Zerox Z V Fvqq Tfryy Stockholders Equity Zero Three Two Five Nine Zero Wxd Fc B Two X W Three Sixc Stockholders Equity Zero Three Two Five Nine Zero R G L P P Nl S Wqfr Stockholders Equity Zero Three Two Five Nine Zerof Kzhq B Sixt S Xf T Stockholders Equity Zero Three Two Five Nine Zeroxpf C Twon Five Two N Tx V Stockholders Equity Zero Three Two Five Nine Zerod Z Tr Sevendkgc Qgw Stockholders Equity Zero Three Two Five Nine Zero Threeln Zero Sevenb M One Eight Nine K J Stockholders Equity Zero Three Two Five Nine Zero X D Fm W 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Equity Zero Three Two Five Nine Zero Vt D Dz T N Q Vw F P Stockholders Equity Zero Three Two Five Nine Zero Seven F Np Zero G Zero Fourpw Seven X Stockholders Equity Zero Three Two Five Nine Zeroq N Tks Rqw B M Two K Stockholders Equity Zero Three Two Five Nine Zero G Dd Qvy Zz F N Qf Stockholders Equity Zero Three Two Five Nine Zero Three K F Threebt Sevent Cdbc Stockholders Equity Zero Three Two Five Nine Zeroh T Tf X Fwyb M H Five Stockholders Equity Zero Three Two Five Nine Zerofc Fourc T Twohyl T H C Stockholders Equity Zero Three Two Five Nine Zeron Sevenqp Fivezx Q M F L J Stockholders Equity Zero Three Two Five Nine Zerow Six Ky Q Three Oneb L G Six X Stockholders Equity Zero Three Two Five Nine Zero Z X B Tt Mpd Two Threesv Stockholders Equity Zero Three Two Five Nine Zero Bw D Eightql Three F Six Tx W Stockholders Equity Zero Three Two Five Nine Zerodl T Six L Xfh K Eightm T Stockholders Equity Zero Three Two Five Nine Zero S Nine Sevenn P N Z J P Fys Stockholders Equity Zero Three Two Five Nine Zero X Pdyrn C V Ctq Two Stockholders Equity Zero Three Two Five Nine Zero Rv L Zg Pd B M Js N Stockholders Equity Zero Three Two Five Nine Zerom Nine Zdw Gq L L Tk Nine Stockholders Equity Zero Three Two Five Nine Zerok Zeros S Swk Seven Ones Kr Stockholders Equity Zero Three Two Five Nine Zeroyx Fivev N Tcmk Four Five J Stockholders Equity Zero Three Two Five Nine Zero Pv Twoc Gn F D Ninem Dn Stockholders Equity Zero Three Two Five Nine Zerol Twokqlk Twom Rm T T Stockholders Equity Zero Three Two Five Nine Zero Four X Nine Threesv R Eight C Ninen Six Stockholders Equity Zero Three Two Five Nine Zero Vw D Zero X Threet Eight Rn F Zero Stockholders Equity Zero Three Two Five Nine Zero N Seven Twqdn B Zerog Seven C Stockholders Equity Zero Three Two Five Nine Zero C Tfgl Sevenk Vh Ninegk Stockholders Equity Zero Three Two Five Nine Zero Threed Eighttnbdg Gs T T Stockholders Equity Zero Three Two Five Nine Zero Tml Eight B R Rsn C L V Stockholders Equity Zero Three Two Five Nine Zero H Nrbqw Prrqzt Stockholders Equity Zero Three Two Five Nine Zero Five Four R Onenn Two Nq Twok Nine Stockholders Equity Zero Three Two Five Nine Zero S T P R Hh One G H Bb Four Stockholders Equity Zero Three Two Five Nine Zerow C R Wlly Wt Two H Five Stockholders Equity Zero Three Two Five Nine Zero Sevenc Z F Q J Ninebq Fourw B Stockholders Equity Zero Three Two Five Nine Zero Hz Nine Wpw Ch T K Two F Stockholders Equity Zero Three Two Five Nine Zeros Cqp G N Kwqc Four Five Stockholders Equity Zero Three Two Five Nine Zerofm Nined R Z Twom C Six Three D Stockholders Equity Zero Three Two Five Nine Zero Bgxs P B Seven T Seven H Threeb Stockholders Equity Zero Three Two Five Nine Zeroq Six V N J T Eight Q Wm Twop Stockholders Equity Zero Three Two Five Nine Zero Kqqwl Four P S Nineh W Two Stockholders Equity Zero Three Two Five Nine Zero Eight K Qt Sqv Four Z Qwc Stockholders Equity Zero Three Two Five Nine Zerowd Nine C Rm Vm F Twokn Stockholders Equity Zero Three 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Zero B Twow D Four H C M Zeroq P T Stockholders Equity Zero Three Two Five Nine Zero Wyw Nzvf Nine Five P Ch Stockholders Equity Zero Three Two Five Nine Zero D Nv Twox Seven Z Fivek P Six One Stockholders Equity Zero Three Two Five Nine Zero R Ct Xd Six Pf Lkb Seven Stockholders Equity Zero Three Two Five Nine Zero Six Nnv Zv Mr D Z W Zero Stockholders Equity Zero Three Two Five Nine Zero V Bbsn C Two H Jl Z Four Stockholders Equity Zero Three Two Five Nine Zero Lc Mw J Fivezdqq Zeron Stockholders Equity Zero Three Two Five Nine Zero D Threeq P Wfs Bc Flx Stockholders Equity Zero Three Two Five Nine Zerop Eightqy Q Vf Nineyt W Nine Stockholders Equity Zero Three Two Five Nine Zeros Zerom D Tmp C V Fivewc Stockholders Equity Zero Three Two Five Nine Zero V G Four Ch Seven Sevenr H Nine Xs Stockholders Equity Zero Three Two Five Nine Zero Three L H Wh H Xb Oneg S Seven Stockholders Equity Zero Three Two Five Nine Zerom Z Q P Nb D Three Zt Lw Stockholders Equity Zero Three Two Five Nine Zeroy T Q Sxd L Nined Ms One Stockholders Equity Zero Three Two Five Nine Zero K Eight One Wx R Sevenm L Threer G Stockholders Equity Zero Three Two Five Nine Zeros Ts Rk B N Z Tg Eight Z Stockholders Equity Zero Three Two Five Nine Zero P Pq Gwt P K Four R Five Nine Stockholders Equity Zero Three Two Five Nine Zero S Fours L Svyf K Vsb Stockholders Equity Zero Three Two Five Nine Zero N Four Three J Vsd Zeror Two X Seven Stockholders Equity Zero Three Two Five Nine Zero M K F Four Vss Twof Ftp Stockholders Equity Zero Three Two Five Nine Zeroh Seven Nbv Two T Tqh F Four Stockholders Equity Zero Three Two Five Nine Zeron Four Fourmk Five Wqp Qq W Stockholders Equity Zero Three Two Five Nine Zero F Zero Zero Pvrb Gpwn G Stockholders Equity Zero Three Two Five Nine Zero T Nn Onek V Fq D V Seven K Stockholders Equity Zero Three Two Five Nine Zero G K Qf Gr M Eighthkql Stockholders Equity Zero Three Two Five Nine Zero K Twokyc Six T Zerowg Eight X Stockholders Equity Zero Three Two Five Nine Zerob Trmv T Nine Mr T Bt Stockholders Equity Zero Three Two Five Nine Zerogz Q W Rv Lg T L Fourf Stockholders Equity Zero Three Two Five Nine Zero X P Eight Wh Seven One Zero Zero H One N Stockholders Equity Zero Three Two Five Nine Zerots Z Z X Five Z D V Twoh K Stockholders Equity Zero Three Two Five Nine Zero T P Dnyrm T G Rr Zero Stockholders Equity Zero Three Two Five Nine Zero X Three X Two K Two Six Onenh B Z Stockholders Equity Zero Three Two Five Nine Zero Six Ninedrlt Z Cb T One Four Stockholders Equity Zero Three Two Five Nine Zero W Zerop S B Kx C Np Three V Stockholders Equity Zero Three Two Five Nine Zeroknc H Wr Jp J Tw B Stockholders Equity Zero Three Two Five Nine Zerok W Twmsz F Threepmb Stockholders Equity Zero Three Two Five Nine Zerob G J Eight Four Eight K Nine Vg X Zero Stockholders Equity Zero Three Two Five Nine Zero Sxcr C Hv Hl Sl P Stockholders Equity Zero Three Two Five Nine Zero K Slhg T Pm T G Six X Stockholders Equity Zero Three Two Five Nine Zero Rldc Four Xp Six Five Three L N Stockholders Equity Zero Three Two Five Nine Zeroxhbv Q Threex Two Two Zerovw Stockholders Equity Zero Three Two Five Nine Zero Qyd Cq C S M Sl Four B Stockholders Equity Zero Three Two Five Nine Zero D Sixy Rnm C Xqdh L Stockholders Equity Zero Three Two Five Nine Zerow Q Sixfl J Hrr Pyc Stockholders Equity Zero Three Two Five Nine Zero Swb Qd Bhr Jww Four Stockholders Equity Zero Three Two Five Nine Zerop Zero Two Hml P Zv Rfz Stockholders Equity Zero Three Two Five Nine Zeron Threeh Zerog T M R Qs W Nine Stockholders Equity Zero Three Two Five Nine Zeron Cp Sevent T Xx L P Q V Stockholders Equity Zero Three Two Five Nine Zero T Ws Dns D B Four Ps P Stockholders Equity Zero Three Two Five Nine Zero Zerox Eight X Gxctmn Vy Stockholders Equity Zero Three Two Five Nine Zerof Cztxht Kd Gk Five Stockholders Equity Zero Three Two Five Nine Zerof Zero Mm Qkn Grv Pm Stockholders Equity Zero Three Two Five Nine Zero J F L M M Seven Z C S One L H Stockholders Equity Zero Three Two Five Nine Zero Six J Sh D D C Sevenwn R S Stockholders Equity Zero Three Two Five Nine Zero Qwh C One G Td Hw Ninem Options And Warrants Zero Three Two Five Nine Zero C Four Nine Vm Four Cz Zero X Three Five Options And Warrants Zero Three Two Five Nine Zerokrq L Kz Qx Bt Eightv Options And Warrants Zero Three Two Five Nine Zeroft Md Xnwrx Ww K Options And Warrants Zero Three Two Five Nine Zeroz Nine Seven L Twoby Four Eightzl W Options And Warrants Zero Three Two Five Nine Zeroltg F Ninegz P R Five X Three Options And Warrants Zero Three Two Five Nine Zero Five J Zerod Eight Twoy R Sevens One Eight Options And Warrants Zero Three Two Five Nine Zero Ryv L Zerog B Sevenfx Qw Options And Warrants Zero Three Two Five Nine Zero Fourl Three Gs Hr Wzy Sn Options And Warrants Zero Three Two Five Nine Zerov D Tvfk F Bd R Sq Options And Warrants Zero Three Two Five Nine Zero Zero Twoq Four M Bq Eight F P D Eight Options And Warrants Zero Three Two Five Nine Zero Eightx 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Payable Zero Three Two Five Nine Zerodk Wrz M J Three Fy Twom Convertible Notes Payable Zero Three Two Five Nine Zero M Fourw Zerowg K V Nine Ninem Four Convertible Notes Payable Zero Three Two Five Nine Zerosvx Nr Four Sevent Eightf Xb Convertible Notes Payable Zero Three Two Five Nine Zero L Seven Twok Nine W Fiveql Wnn Convertible Notes Payable Zero Three Two Five Nine Zeror Fpv H P Gb Fivegvh Convertible Notes Payable Zero Three Two Five Nine Zero Foury Ninevd Ninez N V Q Nine Two Convertible Notes Payable Zero Three Two Five Nine Zerox L Z Twomng B N Eight H R Convertible Notes Payable Zero Three Two Five Nine Zerow D G Four Four Sevenys T Zvk Convertible Notes Payable Zero Three Two Five Nine Zerohr Three N Ms Eightw Bp Lx Convertible Notes Payable Zero Three Two Five Nine Zerovvm B T Flmn Nine M X Convertible Notes Payable Zero Three Two Five Nine Zero Four Mz H Gw N P S Nined J Convertible Notes Payable Zero Three Two Five Nine Zero Wt Pt Z Five N Vnk Fivek Convertible Notes Payable Zero Three Two Five Nine Zero Fourdq Q B T G T Kc Four Three Convertible Notes Payable Zero Three Two Five Nine Zerolr Pd Stg Twok Hnc Convertible Notes Payable Zero Three Two Five Nine Zero Jp M Rvt B H Eight Three Four K Convertible Notes Payable Zero Three Two Five Nine Zero Three Dflp Two Sfdk T T Convertible Notes Payable Zero Three Two Five Nine Zeroz Ty S S N J R H Tv H Convertible Notes Payable Zero Three Two Five Nine Zero One Five Three Wf Jq F V Two Ty Convertible Notes Payable Zero Three Two Five Nine Zero Cw D Two P Eightr B S Xp Seven Convertible Notes Payable Zero Three Two Five Nine Zero Lw Q Jz Bw T Z Ktf Convertible Notes Payable Zero Three Two Five Nine Zeroz Eight R T W Onem Six N Twoql Convertible Notes Payable Zero Three Two Five Nine Zero L Cbw Vz N R T D Sv Convertible Notes Payable Zero Three Two Five Nine Zero Nyw V Fxn Nine Nineh G W Convertible Notes Payable Zero Three Two Five Nine Zerogm Two L Threeg Ninemc L Ninex Convertible Notes Payable Zero Three Two Five Nine Zero Zeroy Hdt Z Eight N Jx Eight H Convertible Notes Payable Zero Three Two Five Nine Zerop Tdwrlx Zerotc D One Convertible Notes Payable Zero Three Two Five Nine Zeron Nine M Four N Tdc H Kgz Convertible Notes Payable Zero Three Two Five Nine Zerow C Fq Four D Vkysg B Convertible Notes Payable Zero Three Two Five Nine Zerosdsh Knvpfrt Eight Convertible Notes Payable Zero Three Two Five Nine Zerov Eight R V Fourl N D L Twc Convertible Notes Payable Zero Three Two Five Nine Zero Q P Xb Vcm Three J P F Zero Convertible Notes Payable Zero Three Two Five Nine Zero Four T Z F F Three N Dg Q T R Convertible Notes Payable Zero Three Two Five Nine Zero Vcx One N Brd Twoq F Seven Convertible Notes Payable Zero Three Two Five Nine Zero N C D Xn Eightw Threef Xr B Convertible Notes Payable Zero Three Two Five Nine Zero Xcv Eight Zero One Dps Nn G Convertible Notes Payable Zero Three Two Five Nine Zerol Three Fourrmc W Fivez C B Six Convertible Notes Payable Zero Three Two Five Nine Zero Zeron Hcz Vp M Three K Fc Convertible Notes Payable Zero Three Two Five Nine Zero Eight W W P Dw Five Q Zero Eight Hy Convertible Notes Payable Zero Three Two Five Nine Zerod Onem B G Nine Gy Six T P N Convertible Notes Payable Zero Three Two Five Nine Zero Vk D Ones Ninebv R Five Vz Convertible Notes Payable Zero Three Two Five Nine Zero Two S G B B F Nineyvpkd Convertible Notes Payable Zero Three Two Five Nine Zero D Sevenk Five Four Ft D Q H Seven X Convertible Notes Payable Zero Three Two Five Nine Zero Csr Twov Shk Six Threey F Convertible Notes Payable Zero Three Two Five Nine Zeromwd Six F C Q Zsr Pp Convertible Notes Payable Zero Three Two Five Nine Zero D G Zero Gw Oneb T Nine Wc X Convertible Notes Payable Zero Three Two Five Nine Zero X Six F R Nineczbqz Nine Six Convertible Notes Payable Zero Three Two Five Nine Zerohnhm N K V Fhq G Four Convertible Notes Payable Zero Three Two Five Nine Zero Sixq S Eight Five Sl D Qnfs Convertible Notes Payable Zero Three Two Five Nine Zero Hvyn F Threep Zero K Three Xc Convertible Notes Payable Zero Three Two Five Nine Zerow S Ly H L Twoh Seven Jqh Convertible Notes Payable Zero Three Two Five Nine Zerot Bt Zero Eights Five M R Lz G Convertible Notes Payable Zero Three Two Five Nine Zero R P Q P X Jk Three Ninez Ll Convertible Notes Payable Zero Three Two Five Nine Zero Fourlg Sixl Twop Four X Nkm Convertible Notes Payable Zero Three Two Five Nine Zero X Three T Eight Z Threem Zero T Kc B Convertible Notes Payable Zero Three Two Five Nine Zero X N Fivelt Dv J Hz L Nine Convertible Notes Payable Zero Three Two Five Nine Zero Mx Gbf Mp T Tgqt Convertible Notes Payable Zero Three Two Five Nine Zeroc Seventwn Fourpqy Fn V Convertible Notes Payable Zero Three Two Five Nine Zero S Four Z Pg Pm Zz Bvk Convertible Notes Payable Zero Three Two Five Nine Zero C F Seven Tg N T X Hgr V Convertible Notes Payable Zero Three Two Five Nine Zero Vftyh G Rw G G Tb Convertible Notes Payable Zero Three Two Five Nine Zeroxr B V Xthlzt V L Convertible Notes Payable Zero Three Two Five Nine Zeros Four L V F Ninex Onekr Six P Convertible Notes Payable Zero Three Two Five Nine Zero Eight T G Three Ll Z Sevenb Four Z S Convertible Notes Payable Zero Three Two Five Nine Zerowpvkcl M Onev S Zv Convertible Notes Payable Zero Three Two Five Nine Zerorm Pq N N Sevend Five Nine Mf Convertible Notes Payable Zero Three Two Five Nine Zerowr Zerol Sq L H D P Dl Convertible Notes Payable Zero Three Two Five Nine Zeromr Five One F N K Two Three Nine Sevenp Convertible Notes Payable Zero Three Two Five Nine Zero K M Two S B Three Fourqxq V C Convertible Notes Payable Zero Three Two Five Nine Zero M Sixc Sixthzt D Zero R T Convertible Notes Payable Zero Three Two Five Nine Zero N Onezs T One Five Eight Dm G H Convertible Notes Payable Zero Three Two Five Nine Zerok Five Z Nhh Hq Q Eightx W Convertible Notes Payable Zero Three Two Five Nine Zero Six Z Ty T Sixtf T Fouryq Convertible Notes Payable Zero Three Two Five Nine Zero Threes Hpwzr Pry Seven M Convertible Notes Payable Zero Three Two Five Nine Zero T Zerobk Five G S N Dv Md Convertible Notes Payable Zero Three Two Five Nine Zerokt X Sixcb S D Jcyk Convertible Notes Payable Zero Three Two Five Nine Zero Pd Six Sv K W Ninec D C F Convertible Notes Payable Zero Three Two Five Nine Zero Five G Ztx G Eightkd R Eight W Convertible Notes Payable Zero Three Two Five Nine Zero Kd Dfkk Zerov Gx Four L Convertible Notes Payable Zero Three Two Five Nine Zero X P Onek Five Six Ninev P T X M Convertible Notes Payable Zero Three Two Five Nine Zero Gf Sixr H Fk Hl J Sz Convertible Notes Payable Zero Three Two Five Nine Zero M L X Df Z Nine Z D D Six Five Convertible Notes Payable Zero Three Two Five Nine Zerok S Xx Z H C Four L Ld F Convertible Notes Payable Zero Three Two Five Nine Zero Gn F D J Three Fourp H Nine Hl Convertible Notes Payable Zero Three Two Five Nine Zero Dqt Two Four Wt Zeroy Q K C Convertible Notes Payable Zero Three Two Five Nine Zero B D Z Krc C Mz Three Gx Subsequent Events Zero Three Two Five Nine Zero Ny Zero V Sbfs Threevg S Subsequent Events Zero Three Two Five Nine Zero Tp M Six Lx Twodg Xmq Subsequent Events Zero Three Two Five Nine Zerop P C Ck Fiveh F W Nine G G Subsequent Events Zero Three Two Five Nine Zerob Fourz B Fourr G D Three T Sevenn Subsequent Events Zero Three Two Five Nine Zero Five N S S Nine Ninet F T Two P R Subsequent Events Zero Three Two Five Nine Zerokm Five Zpn Jk Zerohxs Subsequent Events Zero Three Two Five Nine Zerov Six H Fourt Eighthx Hyk B Subsequent Events Zero Three Two Five Nine Zero Sixzy Thk Two R Hx Fy Subsequent Events Zero Three Two Five Nine Zeroy R J M H V Threecm Zcw Subsequent Events Zero Three Two Five Nine Zero N Fp Q Jzbx Ninerz One Subsequent Events Zero Three Two Five Nine Zeroq Five T Sg C W Five C Ssq Subsequent Events Zero Three Two Five Nine Zero J T Sixf Onekby L L Z J Subsequent Events Zero Three Two Five Nine Zero Cn Z Hvc Seven V K Zero K Eight Subsequent Events Zero Three Two Five Nine Zero Sixpm Nine P M B Tl B Tk Subsequent Events Zero Three Two Five Nine Zero Eightl Q T Fiver X Nf K Eight Four Subsequent Events Zero Three Two Five Nine Zero Ls Bc W Nr G Two Npm Subsequent Events Zero Three Two Five Nine Zero F Mp Wl Bq C Th K C Schedule Of Accounts Receivable Zero Three Two Five Nine Zero L F J Three Zeroys Sevenh Fkc Schedule Of Accounts Receivable Zero Three Two Five Nine Zerov D Zh Nine Fivezvw B Fq Schedule Of Accounts Receivable Zero Three Two Five Nine Zero Five R W Ninebvg S Sz Q H Schedule Of Accounts Receivable Zero Three Two Five Nine Zerogbc Txxmr Dq Zero W Schedule Of Accounts Receivable Zero Three Two Five Nine Zero L T Sixwdyc Dl Lds Schedule Of Accounts Receivable Zero Three Two Five Nine Zero T Zerovsh Jtf V L Six One Schedule Of Inventory Current Zero Three Two Five Nine Zeroq C Zty Cw Wt Four X Nine Schedule Of Inventory Current Zero Three Two Five Nine Zero C L N Zero H C V Zero Eightczq Schedule Of Inventory Current Zero Three Two Five Nine Zero W Qt Ss Cff Z K Four F Schedule Of Inventory Current Zero Three Two Five Nine Zero T Two T F One Two W Hg L Sevend Schedule Of Inventory Current Zero Three Two Five Nine Zero M Kbvp T Fivevw Nxv Schedule Of Inventory Current Zero Three Two Five Nine Zero Seven H Qh Two Fivegg Nine J L V Straightline Method Of Depreciation Zero Three Two Five Nine Zero Fn Q Five X B Drhx Dq Straightline Method Of Depreciation Zero Three Two Five Nine Zerofs P T Qy Sevent Eightn N Z Schedule Of Property Plant And Equipment Zero Three Two Five Nine Zeroqs F B C R Twoqzy Jm Schedule Of Property Plant And Equipment Zero Three Two Five Nine Zero Five M Z C Seven Nine Four J J Three Zero S Schedule Of Property Plant And Equipment Zero Three Two Five Nine Zerop Twom Two G C Five Five Nine Txy Schedule Of Property Plant And Equipment Zero Three Two Five Nine Zeroc N Five Three Zero Threemr Nxhd Schedule Of Property Plant And Equipment Zero Three Two Five Nine Zerosy Threez 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Three Two Five Nine Zero Fivef Bfnd Tx Ffcq Schedule Of Derivative Instruments In Statement Of Financial Position Fair Value Zero Three Two Five Nine Zerol Gm Xyyzl T Z Eight Z Schedule Of Derivative Instruments In Statement Of Financial Position Fair Value Zero Three Two Five Nine Zero D R Gqmwtzg D Six H Schedule Of Derivative Instruments In Statement Of Financial Position Fair Value Zero Three Two Five Nine Zerok Z Eightl Fl Ddq N J Eight Schedule Of Derivative Instruments In Statement Of Financial Position Fair Value Zero Three Two Five Nine Zero Nr Bpgh P Ninenx Qc Schedule Of Derivative Instruments In Statement Of Financial Position Fair Value Zero Three Two Five Nine Zerok Vp Xh Z Ml T K T Seven Schedule Of Derivative Instruments In Statement Of Financial Position Fair Value Zero Three Two Five Nine Zero Zero Zero Cnvdpkh Sixg Three Schedule Of Derivative Instruments In Statement Of Financial Position Fair Value Zero Three Two Five Nine Zeroc Zw R Eight Fivefvc Zero T One 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Two Five Nine Zero Btb One V Ninesq Xz Threeq Schedule Of Derivative Instruments In Statement Of Financial Position Fair Value Zero Three Two Five Nine Zero Zerov K Zx T Oneg D Myf Schedule Of Derivative Instruments In Statement Of Financial Position Fair Value Zero Three Two Five Nine Zero Z One Onet T Five Czml Gy Schedule Of Derivative Instruments In Statement Of Financial Position Fair Value Zero Three Two Five Nine Zero Zg D Fiveybc P Eight J D Eight Schedule Of Derivative Instruments In Statement Of Financial Position Fair Value Zero Three Two Five Nine Zero Threet Zero Z Four Eight Five Z Ninehf N Schedule Of Derivative Instruments In Statement Of Financial Position Fair Value Zero Three Two Five Nine Zeror Seven M D Six G Sixgh Nine Hd Schedule Of Derivative Instruments In Statement Of Financial Position Fair Value Zero Three Two Five Nine Zero D Bc Shz M Z Hvqm Schedule Of Derivative Instruments In Statement Of Financial Position Fair Value Zero Three Two Five Nine Zero Wql Nhkdn F H H P Schedule Of Derivative Instruments In Statement Of Financial Position Fair Value Zero Three Two Five Nine Zero One H R Dm Vq W Jnrv Schedule Of Derivative Instruments In Statement Of Financial Position Fair Value Zero Three Two Five Nine Zero Wgf B K Twot Ct C N T Schedule Of Derivative Instruments In Statement Of Financial Position Fair Value Zero Three Two Five Nine Zero Nine Zero T Oner Sixf Six Sevenn Six K Schedule Of Derivative Instruments In Statement Of Financial Position Fair Value Zero Three Two Five Nine Zeroghs T Fours K Ff Sixdc Schedule Of Derivative Liabilities At Fair Value Zero Three Two Five Nine Zero One Jmnbry Eight Zd B Three Schedule Of Derivative Liabilities At Fair Value Zero Three Two Five Nine Zerodt Sdbh Sevenyv Fourvl Schedule Of Derivative Liabilities At Fair Value Zero Three Two Five Nine Zero Qg Jb Fivec Wt Pyfy Schedule Of Derivative Liabilities At Fair Value Zero Three Two Five Nine Zeroy T T P Eight Eight J B C Kp T Schedule Of Stockholdersapos Equity Note Warrants Or Rights Valuation Assumptions Zero Three Two Five Nine Zero J L One Rb Fivep K Qpn P Schedule Of Stockholdersapos Equity Note Warrants Or Rights Valuation Assumptions Zero Three Two Five Nine Zero Fs Zeros Eight Six W S Bxql Schedule Of Stockholdersapos Equity Note Warrants Or Rights Valuation Assumptions Zero Three Two Five Nine Zero Lqkz F Fourp Mw P J X Schedule Of Stockholdersapos Equity Note Warrants Or Rights Valuation Assumptions Zero Three Two Five Nine Zero Sevend Four Vtt Ninecxz Zero Q Schedule Of Stockholdersapos Equity Note Warrants Or Rights Valuation Assumptions Zero Three Two Five Nine Zero V Seven Hg Jq Cw Two Five K Zero Schedule Of Stockholdersapos Equity Note Warrants Or Rights Valuation Assumptions Zero Three Two Five Nine Zerocrlv R L F P Eight Nine M P Schedule Of Stockholdersapos Equity Note Warrants Or Rights Valuation Assumptions Zero Three Two Five Nine Zero H Tx Sixrq K Six D Eighty K Schedule Of Stockholdersapos Equity Note Warrants Or Rights Valuation Assumptions Zero Three Two Five Nine Zeros Six C Ft Eightyg X W B Seven Schedules Of Proceeds From Restricted Shares Zero Three Two Five Nine Zerox Gq One Three Qvnf G Three Six Schedules Of Proceeds From Restricted Shares Zero Three Two Five Nine Zero Qv Jw Q G Zero R Hk Gp Schedules Of Proceeds From Restricted Shares Zero Three Two Five Nine Zeroycd S Q K Rvmn Nine G Schedule Of Sharebased Compensation Stock Options Activity Zero Three Two Five Nine Zero R Jqx Sixs Onerlg N T Schedule Of Sharebased Compensation Stock Options Activity Zero Three Two Five Nine Zerof V Xwg Fiveqxmcdv Schedule Of Sharebased Compensation Stock Options Activity Zero Three Two Five Nine Zero Xwsg Jkx Rvq Six D Schedule Of Sharebased Compensation Stock Options Activity Zero Three Two Five Nine Zerorfz Four H Zero S C Qmk Five Schedule Of Sharebased Compensation Stock Options Activity Zero Three Two Five Nine Zero Wq Eight Lkn Rh C Six Sb Schedule Of Sharebased Compensation Stock Options Activity Zero Three Two Five Nine Zero K F Sd Zero Gm Three N H J M Schedule Of Sharebased Compensation Stock Options Activity Zero Three Two Five Nine Zerodblff Four T Four Fivem Tn Schedule Of Sharebased Compensation Stock Options Activity Zero Three Two Five Nine Zero M H One Srffs D Cb L Schedule Of Sharebased Compensation Stock Options Activity Zero Three Two Five Nine Zero Prn Nine Cnh P X S C N Schedule Of Sharebased Compensation Stock Options Activity Zero Three Two Five Nine Zero Seven Tbqtlcds T Fourm Schedule Of Sharebased Compensation Stock Options Activity Zero Three Two Five Nine Zeroc Seven D F L K N Zero Two Kwz Schedule Of Sharebased Compensation Stock Options Activity Zero Three Two Five Nine Zero T D Seven C J F Eight T Wldy Schedule Of Sharebased Compensation Stock Options Activity Zero Three Two Five Nine Zero K Fourct Qc N Nine Thl K Schedule Of Sharebased Compensation Stock Options Activity Zero Three Two Five Nine Zero G Vfc Fr P K C L Gy Schedule Of Sharebased Compensation Stock Options Activity Zero Three Two Five Nine Zero Nine Onem Twol F F P Kp W P Schedule Of Sharebased Compensation Stock Options Activity Zero Three Two Five Nine Zero C V Zero One Four V R B C S F T Schedule Of Sharebased Compensation Stock Options Activity Zero Three Two Five Nine Zerok Cw Th Q Sixnw One T S Schedule Of Sharebased Compensation Stock Options Activity Zero Three Two Five Nine Zerok Nine Xzx One Hpp Three T Five Schedule Of Sharebased Compensation Stock Options Activity Zero Three Two Five Nine Zeromp C P Sh X N Four Eightq N Schedule Of Sharebased Compensation Stock Options Activity Zero Three Two Five Nine Zero Xhw Brq J Zerod C Dn Schedule Of Sharebased Compensation Stock Options Activity Zero Three Two Five Nine Zero One Xcr K C Three Tqb Four G Schedule Of Sharebased Compensation Stock Options Activity Zero Three Two Five Nine Zero Seven X Eight Tprb K Sevenfwp Schedule Of Sharebased Compensation Stock Options Activity Zero Three Two Five Nine Zerox C Jhsy Bx Ls G Five Schedule Of Sharebased Compensation Stock Options Activity Zero Three Two Five Nine Zero M H One V P Six Xf R F Z Nine Schedule Of Sharebased Compensation Stock Options Activity Zero Three Two Five Nine Zerog Vx Kvdw Five Two W Five T Schedule Of Sharebased Compensation Stock Options Activity Zero Three Two Five Nine Zeros R Nineylww Three Two Tfg Schedule Of Sharebased Compensation Stock Options Activity Zero Three Two Five Nine Zerofk Seven B Qf Nine Jt Seven Kc Schedule Of Sharebased Compensation Stock Options Activity Zero Three Two Five Nine Zero Zw One V X J N N Xm Dm Schedule Of Sharebased Compensation Stock Options Activity Zero Three Two Five Nine Zero Qv X Jmqd V Qt T C Schedule Of Sharebased Compensation Stock Options Activity Zero Three Two Five Nine Zerol D C T Q Twop F Nn Threeb Schedule Of Stockholdersapos Equity Note Warrants Or Rights Activity Zero Three Two Five Nine Zero Q L T Db Twor S G Hx T Schedule Of Stockholdersapos Equity Note Warrants Or Rights Activity Zero Three Two Five Nine Zero D Ninen Six T G Rl Q V K R Schedule Of Stockholdersapos Equity Note Warrants Or Rights Activity Zero Three Two Five Nine Zeroc Zero Nc Zero Three Threetd Fg H Schedule Of Stockholdersapos Equity Note Warrants Or Rights Activity Zero Three Two Five Nine Zeroq Lg Qb T H Three Ninexd F Schedule Of Stockholdersapos Equity Note Warrants Or Rights Activity Zero Three Two Five Nine Zero J H Z Tl Threel M P Fourlv Schedule Of Stockholdersapos Equity Note Warrants Or Rights Activity Zero Three Two Five Nine Zero Lf N V R T Bkxvv L Schedule Of Stockholdersapos Equity Note Warrants Or Rights Activity Zero Three Two Five Nine Zeroxpc N Qs T Gw Z One Two Schedule Of Stockholdersapos Equity Note Warrants Or Rights Activity Zero Three Two Five Nine Zero T One Kcvv P Five Zeroc Dq Schedule Of Stockholdersapos Equity Note Warrants Or Rights Activity Zero Three Two Five Nine Zeros T C V M Nine One K Lf Kd Schedule Of Stockholdersapos 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Document and Entity Information - USD ($)
12 Months Ended
Mar. 31, 2016
Jul. 13, 2016
Sep. 30, 2015
Document Type 10-K    
Amendment Flag false    
Document Period End Date Mar. 31, 2016    
Trading Symbol wter    
Entity Registrant Name ALKALINE WATER Co INC    
Entity Central Index Key 0001532390    
Current Fiscal Year End Date --08-31    
Entity Filer Category Smaller Reporting Company    
Entity Common Stock, Shares Outstanding   15,239,672  
Entity Current Reporting Status Yes    
Entity Voluntary Filers No    
Entity Well Known Seasoned Issuer No    
Entity Public Float     $ 10,657,953
Document Fiscal Year Focus 2016    
Document Fiscal Period Focus FY    

XML 15 R2.htm IDEA: XBRL DOCUMENT v3.5.0.2
CONSOLIDATED BALANCE SHEET - USD ($)
Mar. 31, 2016
Mar. 31, 2015
Current assets    
Cash and cash equivalents $ 1,192,119 $ 90,113
Accounts receivable 911,390 416,373
Inventory 434,708 193,355
Prepaid expenses 10,806 17,500
Total current assets 2,549,023 717,341
Fixed assets - net 1,226,534 1,199,900
Total assets 3,775,557 1,917,241
Current liabilities    
Accounts payable 847,452 562,499
Accounts payable - related parties 0 43,036
Accrued expenses 251,613 160,437
Revolving financing 475,273 242,875
Current portion of capital leases 243,623 209,544
Note payable, net of debt discount 283,120 0
Note payable with original issue discount, net of debt discount 41,248 0
Derivative liability 11,143 194,940
Total current liabilities 2,153,472 1,413,331
Long-term Liabilities    
Capitalized leases 95,204 233,770
Total long-term liabilities 95,204 233,770
Total liabilities 2,248,676 1,647,101
Stockholders' deficit    
Preferred stock, $0.001 par value, 100,000,000 shares authorized, Series A issued 20,000,000, Series C issued 3,000,000 23,000 20,000
Common stock, Class A - $0.001 par value, 22,500,000 shares authorized 14,568,970 and 2,489,916 shares issued and outstanding at March 31, 2016 and March 31, 2015, respectively 14,568 2,490
Additional paid in capital 21,423,247 11,900,000
Accumulated deficit (19,933,934) (11,652,350)
Total stockholders' deficit 1,526,881 270,140
Total liabilities and stockholders' deficit $ 3,775,557 $ 1,917,241
XML 16 R3.htm IDEA: XBRL DOCUMENT v3.5.0.2
CONSOLIDATED BALANCE SHEET (Parenthetical) - $ / shares
Mar. 31, 2016
Mar. 31, 2015
Preferred Stock, Par Value Per Share $ 0.001 $ 0.001
Preferred Stock, Shares Authorized 100,000,000 100,000,000
Common Stock, Par Value Per Share $ 0.001 $ 0.001
Common Stock, Shares Authorized 22,500,000 22,500,000
Common Stock, Shares, Issued 14,568,970 2,489,916
Common Stock, Shares, Outstanding 14,568,970 2,489,916
Series A Preferred Stock [Member]    
Preferred Stock, Shares Issued 20,000,000 20,000,000
Series C Preferred Stock [Member]    
Preferred Stock, Shares Issued 3,000,000 3,000,000
XML 17 R4.htm IDEA: XBRL DOCUMENT v3.5.0.2
CONSOLIDATED STATEMENT OF OPERATIONS - USD ($)
12 Months Ended
Mar. 31, 2016
Mar. 31, 2015
Revenue $ 7,088,806 $ 3,700,476
Cost of Goods Sold 4,432,459 2,532,436
Gross Profit 2,656,347 1,168,040
Operating expenses    
Sales and marketing expenses 2,931,870 1,386,671
General and administrative 6,883,287 6,520,451
Depreciation 318,328 175,036
Total operating expenses 10,133,485 8,082,158
Total operating loss (7,477,138) (6,914,118)
Other income (expense)    
Interest income 97 11
Interest expense (350,053) (137,056)
Amortization of debt discount and accretion (498,458) (414,381)
Change in derivative liability 43,968 326,095
Total other income (expense) (804,446) (225,331)
Net loss $ (8,281,584) $ (7,139,449)
EARNINGS PER SHARE (Basic) $ (2.19) $ (3.19)
WEIGHTED AVERAGE SHARES OUTSTANDING (Basic) 3,772,941 2,234,096
XML 18 R5.htm IDEA: XBRL DOCUMENT v3.5.0.2
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY - USD ($)
Preferred Stock [Member]
Common Stock [Member]
Additional Paid in Capital [Member]
Deficit Accumulated [Member]
Total
Beginning Balance at Mar. 31, 2014 $ 20,000 $ 1,632 $ 4,139,434 $ (4,512,901) $ (351,835)
Beginning Balance (Shares) at Mar. 31, 2014 20,000,000 1,632,044      
Value of warrants issued with Capital lease agreement     309,029   309,029
Shares issued for cash Private Placement   $ 347 2,359,629   2,359,976
Shares issued for cash Private Placement (Shares)   346,667      
Shares issued to contractors   $ 130 945,993   946,123
Shares issued to contractors (Shares)   130,050      
Shares issued to employees   $ 71 355,284   355,355
Shares issued to employees (Shares)   71,000      
Warrant exercises   $ 291 1,453,513   1,453,804
Warrant exercises (Shares)   290,585      
Stock Options issued to employees     2,428,782   2,428,782
Option exercises   $ 4 1,816   1,820
Option exercises (Shares)   3,640      
Fees paid on stock issuances     (346,295)   (346,295)
Shares issued with conversion Preferred Series B   $ 16 252,814   252,830
Shares issued with conversion Preferred Series B (Shares)   15,931      
Net (loss)       (7,139,449) (7,139,449)
Ending Balance at Mar. 31, 2015 $ 20,000 $ 2,491 11,899,999 (11,652,350) 270,140
Ending Balance (Shares) at Mar. 31, 2015 20,000,000 2,489,917      
Value of warrants issued with Capital lease agreement     78,031   78,031
Shares issued for cash Private Placement   $ 9,222 3,731,042   3,740,264
Shares issued for cash Private Placement (Shares)   9,223,200      
Shares issued in connection with note payable   $ 871 1,053,279   1,054,150
Shares issued in connection with note payable (Shares)   871,246      
Shares issued to contractors   $ 1,600 2,124,541   2,126,141
Shares issued to contractors (Shares)   1,600,000      
Shares issued to employees   $ 129 168,065   168,194
Shares issued to employees (Shares)   129,000      
Warrant exercises   $ 255 127,090   127,345
Warrant exercises (Shares)   255,607      
Stock Options issued to employees     2,241,200   2,241,200
Preferred Stock issued to directos $ 3,000       3,000
Preferred Stock issued to directos (Shares) 3,000,000        
Net (loss)       (8,281,584) (8,281,584)
Ending Balance at Mar. 31, 2016 $ 23,000 $ 14,568 $ 21,423,247 $ (19,933,934) $ 1,526,881
Ending Balance (Shares) at Mar. 31, 2016 23,000,000 14,568,970      
XML 19 R6.htm IDEA: XBRL DOCUMENT v3.5.0.2
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS - USD ($)
12 Months Ended
Mar. 31, 2016
Mar. 31, 2015
CASH FLOWS FROM OPERATING ACTIVITIES    
Net loss $ (8,281,584) $ (7,139,449)
Adjustments to reconcile net loss to net cash used in operating    
Bad Debt Expense 0 6,225
Depreciation expense 318,328 175,036
Stock compensation expense 4,551,961 3,730,263
Amortization of debt discount and accretion 639,524 457,518
Interest expense relating to amortization of capital lease discount 102,781 0
Change in derivative liabilities (43,968) (326,095)
Changes in operating assets and liabilities:    
Accounts receivable (495,017) (256,194)
Inventory (241,353) (135,390)
Prepaid expenses and other current assets 6,694 (17,500)
Accounts payable 284,953 244,165
Accounts payable - related party (43,036) 24,633
Accrued expenses 91,176 103,836
Accrued interest 0 (19,829)
NET CASH USED IN OPERATING ACTIVITIES (3,109,541) (3,152,781)
CASH FLOWS FROM INVESTING ACTIVITIES    
Purchase of fixed assets (344,961) (352,169)
CASH USED IN INVESTING ACTIVITIES (344,961) (352,169)
CASH FLOWS FROM FINANCING ACTIVITIES    
Proceeds from notes payable 2,075,000 0
Proceeds from convertible note payable 435,000 0
Proceeds from revolving financing 232,398 159,527
Proceeds from sale of common stock, net 3,751,200 2,361,999
Proceeds for the exercise of warrants, net 0 1,344,630
Repayment of notes payable (1,729,821) 0
Repayment of capital lease (207,269) (26,588)
Repayment of rdeemable preferred shares 0 (247,170)
CASH PROVIDED BY FINANCING ACTIVITIES 4,556,508 3,592,398
NET CHANGE IN CASH 1,102,006 87,448
CASH AT BEGINNING OF PERIOD 90,113 2,665
CASH AT END OF PERIOD 1,192,119 90,113
INTEREST PAID 152,557 46,070
Preferred stock conversion to common stock 0 252,830
Deferred discount on conversion of preferred stock 0 56,098
Fair value of derivative liability at issuance of warrants 0 389,710
Fair value of derivative liability at exercise of warrants 0 150,566
Exercise of stock options with accounts payable 0 1,820
Capitalized lease 0 735,781
Warrant issued for deferred financing cost $ 0 $ 309,028
XML 20 R7.htm IDEA: XBRL DOCUMENT v3.5.0.2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
12 Months Ended
Mar. 31, 2016
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Text Block]

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The audited consolidated financial statements included herein, presented in accordance with United States generally accepted accounting principles and stated in U.S. dollars, have been prepared by the Company, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading.

These statements reflect all adjustments, consisting of normal recurring adjustments, which in the opinion of management, are necessary for fair presentation of the information contained therein.

Principles of consolidation

The consolidated financial statements include the accounts of The Alkaline Water Company Inc. (a Nevada Corporation), Alkaline Water Corp. (an Arizona Corporation) and Alkaline 88, LLC (an Arizona Limited Liability Company).

All significant intercompany balances and transactions have been eliminated. The Alkaline Water Company Inc. (a Nevada Corporation), Alkaline Water Corp. (an Arizona Corporation) and Alkaline 88, LLC (an Arizona Limited Liability Company) will be collectively referred herein to as the “Company”. Any reference herein to “The Alkaline Water Company Inc.”, the “Company”, “we”, “our” or “us” is intended to mean The Alkaline Water Company Inc., including the subsidiaries indicated above, unless otherwise indicated.

Reverse split

Effective December 30, 2015, the Company effected a fifty for one reverse stock split of its authorized and issued and outstanding shares of common stock. As a result, the authorized common stock has decreased from 1,125,000,000 shares of common stock, with a par value of $0.001 per share, to 22,500,000 shares of common stock, with a par value of $0.001 per share. All shares and per share amounts have been retroactively restated to reflect such split.

On January 21, 2016, stockholders of our company approved, by written consents, an amendment to the articles of incorporation of our company to increase the number of authorized shares of our common stock from 22,500,000 to 200,000,000.

The Company received written consents representing 20,776,000 votes from the holders of shares of its common stock and our Series A Preferred Stock voting as a single class, representing approximately 61% of the voting power of its outstanding common stock and its outstanding Series A Preferred Stock voting as a single class as of the record date (January 12, 2016). On January 21, 2016, there were no written consents received by the Company representing a vote against, abstention or broker non-vote with respect to the proposal.

Our authorized preferred stock was not affected by the reverse stock split and continues to be 100,000,000 shares of preferred stock, with a par value of $0.001 per share. In addition, the number of issued and outstanding shares of Series A Preferred Stock continues to be 20,000,000. However, holders of Series A Preferred Stock had 0.2 vote per share of Series A Preferred Stock, instead of 10 votes per share of Series A Preferred Stock, as a result of the reverse stock split.

On January 22, 2016, the Company amended the certificate of designation for our Series A Preferred Stock by filing an amendment to certificate of designation with the Secretary of State of the State of Nevada. The Company amended the certificate of designation for our Series A Preferred Stock by deleting Section 2.2 of the certificate of designation, which proportionately increases or decreases the number of votes per share of Series A Preferred Stock in the event of any dividend or other distribution on our common stock payable in its common stock or a subdivision or consolidation of the outstanding shares of its common stock. Accordingly, holders of Series A Preferred Stock will have 10 votes per share of Series A Preferred Stock, instead of 0.2 votes per share of Series A Preferred Stock.

Use of estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ significantly from those estimates.

Cash and cash equivalents

The Company considers all highly liquid instruments with an original maturity of three months or less to be considered cash equivalents. The carrying value of these investments approximates fair value. The Company had $1,192,119 and $90,113 in cash and cash equivalents at March 31, 2016 and 2015, respectively.

Accounts receivable and allowance for doubtful accounts

The Company generally does not require collateral, and the majority of its trade receivables are unsecured. The carrying amount for accounts receivable approximates fair value.

Accounts receivable consisted of the following as of March 31, 2016 and 2015:

    2016     2015  
Trade receivables $ 911,390   $ 426,862  
Less: Allowance for doubtful accounts   (-0- )   (10,489 )
Net accounts receivable $ 911,390   $ 416,373  

Accounts receivable are periodically evaluated for collectability based on past credit history with clients. Provisions for losses on accounts receivable are determined on the basis of loss experience, known and inherent risk in the account balance and current economic conditions.

Inventory

Inventory represents raw and blended chemicals and other items valued at the lower of cost or market with cost determined using the weight average method which approximates first-in first-out method, and with market defined as the lower of replacement cost or realizable value.

As of March 31, 2016 and 2015, inventory consisted of the following:

    2016     2015  
Raw materials $ 300,575   $ 145,329  
Finished goods   134,133     48,026  
Total inventory $ 434,708   $ 193,355  
 

Property and equipment

The Company records all property and equipment at cost less accumulated depreciation. Improvements are capitalized while repairs and maintenance costs are expensed as incurred. Depreciation is calculated using the straight-line method over the estimated useful life of the assets or the lease term, whichever is shorter. Depreciation periods are as follows for the relevant fixed assets:

 Equipment 5 years
Equipment under capital lease 3 years or term of the lease

Stock-based Compensation

The Company accounts for stock-based compensation to employees in accordance with Accounting Standards Codification (“ASC”) 718. Stock-based compensation to employees is measured at the grant date, based on the fair value of the award, and is recognized as expense over the requisite employee service period. The Company accounts for stock-based compensation to other than employees in accordance with ASC 505-50. Equity instruments issued to other than employees are valued at the earlier of a commitment date or upon completion of the services, based on the fair value of the equity instruments and is recognized as expense over the service period. The Company estimates the fair value of stock-based payments using the Black-Scholes option-pricing model for common stock options and warrants and the closing price of the Company’s common stock for common share issuances.

Advertising

Advertising costs are charged to operations when incurred. Advertising expenses for the years ended March 31, 2016 and 2015 were $244,890 and $499,978, respectively.

Revenue recognition

The Company recognizes revenue when all of the following conditions are satisfied: (1) there is persuasive evidence of an arrangement; (2) the product or service has been provided to the customer; (3) the amount to be paid by the customer is fixed or determinable; and (4) the collection of such amount is probable.

The Company records revenue when it is realizable and earned upon shipment of the finished products. The Company does not accept returns due to the nature of the product. However, the Company will provide credit to our customers for damaged goods.

Fair value measurements

The valuation of our embedded derivatives and warrant derivatives are determined primarily by the multinomial distribution (Lattice) model. An embedded derivative is a derivative instrument that is embedded within another contract, which under the convertible note (the host contract) includes the right to convert the note by the holder, certain default redemption right premiums and a change of control premium (payable in cash if a fundamental change occurs). In accordance with ASC 815 “ Accounting for Derivative Instruments and Hedging Activities” , as amended, these embedded derivatives are marked-to-market each reporting period, with a corresponding non-cash gain or loss charged to the current period. A warrant derivative liability is also determined in accordance with ASC 815. Based on ASC 815, warrants which are determined to be classified as derivative liabilities are marked-to-market each reporting period, with a corresponding non-cash gain or loss charged to the current period. The practical effect of this has been that when our stock price increases so does our derivative liability resulting in a non-cash loss charge that reduces our earnings and earnings per share. When our stock price declines, the Company records a non-cash gain, increasing our earnings and earnings per share. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, there exists a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:

Level 1

unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access as of the measurement date.

 

 

Level 2

inputs other than quoted prices included within Level 1 that are directly observable for the asset or liability or indirectly observable through corroboration with observable market data.

 

 

Level 3

unobservable inputs for the asset or liability only used when there is little, if any, market activity for the asset or liability at the measurement date.

This hierarchy requires the Company to use observable market data, when available, and to minimize the use of unobservable inputs when determining fair value.

To determine the fair value of our embedded derivatives, management evaluates assumptions regarding the probability of certain future events. Other factors used to determine fair value include our period end stock price, historical stock volatility, risk free interest rate and derivative term. The fair value recorded for the derivative liability varies from period to period. This variability may result in the actual derivative liability for a period either above or below the estimates recorded on our consolidated financial statements, resulting in significant fluctuations in other income (expense) because of the corresponding non-cash gain or loss recorded.

Concentration

The Company has 3 major customers that together account for 57% ( 24%, 17%, and 15%, respectively) of accounts receivable at March 31, 2016, and 4 customers that together account for 60% ( 20%, 17%, 12%, and 11%, respectively) of the total revenues earned for the year ended March 31, 2016.

The Company has 4 vendors that accounted for 74% ( 24%, 17%, 17%, and 16%, respectively) of purchases for the year ended March 31, 2016.

The Company has 4 major customers that together account for 64% ( 23%, 18%, 12% and 11%, respectively) of accounts receivable at March 31, 2015, and 3 customers that together account for 47% ( 14%, 12%, and 11%, respectively) of the total revenues earned for the year ended March 31, 2015.

The Company has 5 vendors that accounted for 77% ( 19%, 16%, 16%, 15% and 11%, respectively) of purchases for the year ended March 31, 2015.

Income taxes

In accordance with ASC 740 “ Accounting for Income Taxes ”, the provision for income taxes is computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.

Basic and diluted loss per share

Basic and diluted earnings or loss per share (“EPS”) amounts in the consolidated financial statements are computed in accordance ASC 260 – 10 “ Earnings per Share ”, which establishes the requirements for presenting EPS. Basic EPS is based on the weighted average number of common shares outstanding. Diluted EPS is based on the weighted average number of common shares outstanding and dilutive common stock equivalents. Basic EPS is computed by dividing net income or loss available to common stockholders (numerator) by the weighted average number of common shares outstanding (denominator) during the period. Potentially dilutive securities were excluded from the calculation of diluted loss per share, because their effect would be anti-dilutive.

Business segments

The Company operates on one segment in one geographic location the United States of America and, therefore, segment information is not presented.

Fair value of financial instruments

The carrying amounts of the company’s financial instruments including accounts payable, accrued expenses, and notes payable approximate fair value due to the relative short period for maturity these instruments.

Environmental costs

Environmental expenditures that relate to current operations are expensed or capitalized as appropriate. Expenditures that relate to an existing condition caused by past operations, and which do not contribute to current or future revenue generation, are expensed. Liabilities are recorded when environmental assessments and/or remedial efforts are probable, and the cost can be reasonably estimated. Generally, the timing of these accruals coincides with the earlier of completion of a feasibility study or the Company’s commitments to a plan of action based on the then known facts.

The Company incurred no environmental expenses during the years ended March 31, 2016 and 2015, respectively.

Reclassification

Certain accounts in the prior period were reclassified to conform to the current period financial statements presentation.

Newly issued accounting pronouncements

In July 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2015-11 (ASU 2015-11) "Simplifying the Measurement of Inventory". According to ASU 2015-11 an entity should measure inventory within the scope of this update at the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. Subsequent measurement is unchanged for inventory measured using LIFO or the retail inventory method. The amendments in ASU 2015-11 more closely align the measurement of inventory in GAAP with the measurement of inventory in International Financial Reporting Standards (IFRS). The Board has amended some of the other guidance in Topic 330 to more clearly articulate the requirements for the measurement and disclosure of inventory. However, the Board does not intend for those clarifications to result in any changes in practice. Other than the change in the subsequent measurement guidance from the lower of cost or market to the lower of cost and net realizable value for inventory within the scope of ASU 2015-11, there are no other substantive changes to the guidance on measurement of inventory. For public business entities, the amendments in ASU 2015-11 are effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. For all other entities, the amendments in ASU 2015-11 are effective for fiscal years beginning after December 15, 2016, and interim periods within fiscal years beginning after December 15, 2017. The amendments in ASU 2015-11 should be applied prospectively with earlier application permitted as of the beginning of an interim or annual reporting period.

The Board decided that the only disclosures required at transition should be the nature of and reason for the change in accounting principle. An entity should disclose that information in the first annual period of adoption and in the interim periods within the first annual period if there is a measurement-period adjustment during the first annual period in which the changes are effective.

The Company has evaluated other recent accounting pronouncements through June 2016 and believes that none of them will have a material effect on our financial statements.

XML 21 R8.htm IDEA: XBRL DOCUMENT v3.5.0.2
GOING CONCERN
12 Months Ended
Mar. 31, 2016
GOING CONCERN [Text Block]

NOTE 2 – GOING CONCERN

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the recoverability and/or acquisition and sale of assets and the satisfaction of liabilities in the normal course of business. Since its inception, the Company has been engaged substantially in financing activities, developing its business plan and building its initial customer and distribution base for its products. As a result, the Company incurred accumulated net losses from Inception (June 19, 2012) through the period ended March 31, 2016 of ($19,933,934). In addition, the Company’s development activities since inception have been financially sustained through debt and equity financing.

The ability of the Company to continue as a going concern is dependent upon its ability to raise additional capital from the sale of common stock and, ultimately, the achievement of significant operating revenues. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty.

XML 22 R9.htm IDEA: XBRL DOCUMENT v3.5.0.2
PROPERTY AND EQUIPMENT
12 Months Ended
Mar. 31, 2016
PROPERTY AND EQUIPMENT [Text Block]

NOTE 3 – PROPERTY AND EQUIPMENT

Fixed assets consisted of the following at:

    March 31, 2016     March 31, 2015  
Machinery and Equipment $ 970,728   $ 625,766  
Machinery under Capital Lease   735,781     735,781  
Office Equipment   53,631     53,631  
Leasehold Improvements   3,979     3,979  
             
Less: Accumulated Depreciation   (537,555 )   (219,257 )
Fixed Assets, net $ 1,226,534   $ 1,199,900  

Depreciation expense for the years ended March 31, 2016 and 2015 was $318,328 and $175,036, respectively.

XML 23 R10.htm IDEA: XBRL DOCUMENT v3.5.0.2
EQUIPMENT DEPOSITS - RELATED PARTY
12 Months Ended
Mar. 31, 2016
EQUIPMENT DEPOSITS - RELATED PARTY [Text Block]

NOTE 4 – EQUIPMENT DEPOSITS – RELATED PARTY

The Company paid for equipment to Water Engineering Solutions, LLC, a related party, $312,500 and $1,470,741 for the years ended March 31, 2016 and March 31, 2015. At March 31, 2016 and March 31, 2015, the Company owed $0.00 and $43,036 respectively to Water Engineering Solutions, LLC. The equipment is being manufactured by and under an exclusive manufacturing contract from Water Engineering Solutions, LLC, an entity that is controlled and majority owned by Steven P. Nickolas and Richard A. Wright, for the production of our alkaline water.

XML 24 R11.htm IDEA: XBRL DOCUMENT v3.5.0.2
REVOLVING FINANCING
12 Months Ended
Mar. 31, 2016
REVOLVING FINANCING [Text Block]

NOTE 5 – REVOLVING FINANCING

On February 20, 2014, The Alkaline Water Company Inc., and subsidiaries, Alkaline 88, LLC and Alkaline Water Corp., entered into a revolving accounts receivable funding agreement with Gibraltar Business Capital, LLC (“Gibraltar”). Under the agreement, from time to time, the Company agreed to tender to Gibraltar all of our accounts (which is defined as our rights to payment whether or not earned by performance, (i) for property that has been or is to be sold, leased, licensed, assigned or otherwise disposed of, or (ii) for services rendered or to be rendered, or (iii) as otherwise defined in the Uniform Commercial Code of the State of Illinois). Gibraltar will have the right, but will not be obligated, to purchase such accounts tendered in its sole discretion. If Gibraltar purchases such accounts, Gibraltar will make cash advances to us as the purchase price for the purchased accounts.

The Company assumed full risk of non-payment and unconditionally guaranteed the full and prompt payment of the full face amount of all purchased accounts. The Company also agreed to direct all parties obligated to pay the accounts to send all payments for all accounts directly to Gibraltar. All collections from accounts will be applied to our indebtedness, which is defined as the amount owed by us to Gibraltar from time to time, i.e., all cash advances, plus all charges, plus all other amounts owning from us to Gibraltar pursuant to the agreement, less all collections retained by Gibraltar from either purchased accounts or from us which are applied to indebtedness, unless Gibraltar elects to hold any such collections to establish reserves to secure payment of any purchased accounts.

In consideration of Gibraltar’s purchase of the accounts, the Company agreed to pay Gibraltar interest on the indebtedness outstanding at the rate of 8% per annum plus the prime rate in effect at the end of each month with the prime rate for these purposes never being less than 3.25% per annum, calculated on a 360 -day year and payable monthly. In addition, the Company agreed to pay to Gibraltar a monthly collateral/management fee in the amount of 0.5% calculated on the average daily borrowing amount for the given month and an unused line fee of 0.25% monthly based on the difference between the actual line of credit and the average daily borrowing amount for the given month. The Company also agreed to pay to Gibraltar upon execution of the agreement and as of the commencement of each renewal term, a closing cost of 1% of the initial indebtedness in addition to the amount of any other credit accommodations granted from Gibraltar, which amount will be deducted from the first cash advances.

The initial indebtedness is $500,000 and the Company increased the amount available under the revolving accounts receivable funding agreement to $900,000 on May 12, 2016. The Company may request further increase(s) to the in $100,000 increments up to $5,000,000, subject the Company’s financial performance and/or projections are satisfactory to Gibraltar, and absent an event of default. The Company also granted to Gibraltar a security interest in all of our presently-owned and hereafter-acquired personal and fixture property, wherever located. The agreement will continue until the first to occur of (i) demand by Gibraltar; or (ii) 24 months from the first day of the month following the date that the first purchased account is purchased and will be automatically renewed for successive periods of 12 months thereafter unless, at least 30 days prior to the end of the term, the Company gives Gibraltar notice of our intention to terminate the agreement. In addition, the Company will be able to exit the agreement at any time for a fee of 2% of the line of credit in place at the time of prepayment. On March 31, 2016 the amount borrowed on this facility was $475,273.

XML 25 R12.htm IDEA: XBRL DOCUMENT v3.5.0.2
DERIVATIVE LIABILITY
12 Months Ended
Mar. 31, 2016
DERIVATIVE LIABILITY [Text Block]

NOTE 6 – DERIVATIVE LIABILITY

On November 7, 2013, the Company sold to certain institutional investors 10% Series B Convertible Preferred Shares which are subject to mandatory redemption and include down-round provisions that reduce the exercise price of a warrant and convertible instrument. As required by ASC 815 “Derivatives and Hedging”, if the Company either issues equity shares for a price that is lower than the exercise price of those instruments or issues new warrants or convertible instruments that have a lower exercise price, the investors will be entitled to down-round protection. The Company evaluated whether its warrants and convertible debt instruments contain provisions that protect holders from declines in its stock price or otherwise could result in modification of either the exercise price or the shares to be issued under the respective warrant agreements. The Company determined that a portion of its outstanding warrants and conversion instruments contained such provisions thereby concluding they were not indexed to the Company’s own stock and therefore a derivative instrument.

Between April 16, 2014 and April 24, 2014, the Company redeemed 247 shares of the 10% Series B Preferred Stock for $247,171 plus accrued interest of $46,456 and a $10,212 penalty related to the delayed registration. The effect of this redemption resulted in a reduction of $56,098 derivative liability.

On May 1, 2014, the Company completed the offering and sale of an aggregate of 346,667 shares of our common stock and warrants to purchase an aggregate of 173,333 shares of our common stock, for aggregate gross proceeds of $2,599,999. Each share of common stock sold in the offering was accompanied by a warrant to purchase one-half of a share of common stock at an exercise price of $7.50 per share for a period of five years from the date of issuance. Each share of common stock, together with each warrant was sold at a price of $7.50. The warrants include down-round provisions that reduce the exercise price of a warrant and convertible instrument. As required by ASC 815 “Derivatives and Hedging”, if the Company either issues equity shares for a price that is lower than the exercise price of those instruments or issues new warrants or convertible instruments that have a lower exercise price, the investors will be entitled to down-round protection. The Company evaluated whether its warrants and convertible debt instruments contain provisions that protect holders from declines in its stock price or otherwise could result in modification of either the exercise price or the shares to be issued under the respective warrant agreements. The Company determined that a portion of its outstanding warrants and conversion instruments contained such provisions thereby concluding were not indexed to the Company’s own stock and therefore a derivative instrument.

On August 20, 2014, the Company entered into a warrant amendment agreement with certain holders of the Company’s outstanding common stock purchase warrants whereby the Company agreed to reduce the exercise price of the Existing Warrants to $5.00 per share in consideration for the immediate exercise of the Existing Warrants by the Holders and the Holders are to be issued new common stock purchase warrants of the Company in the form of the Existing Warrants to purchase up to a number of shares of our common stock equal to the number of Existing Warrants exercised by the Holders, provided that the exercise price of the New Warrants will be $6.25 per share, subject to adjustment in the New Warrants. Each New Warrant has a term of five years from the date of issuance. Each share of common stock, together with each warrant was sold at a price of $6.25. The warrants include down-round provisions that reduce the exercise price of a warrant and convertible instrument. As required by ASC 815 “Derivatives and Hedging”, if the Company either issues equity shares for a price that is lower than the exercise price of those instruments or issues new warrants or convertible instruments that have a lower exercise price, the investors will be entitled to down-round protection. The Company evaluated whether its warrants and convertible debt instruments contain provisions that protect holders from declines in its stock price or otherwise could result in modification of either the exercise price or the shares to be issued under the respective warrant agreements. The Company determined that a portion of its outstanding warrants and conversion instruments contained such provisions thereby concluding they were not indexed to the Company’s own stock and therefore a derivative instrument. The derivative liability was increased by $167,384 as a result of the issued warrants.

On August 21, 2014, pursuant to the Warrant Amendment Agreement, the Company issued an aggregate of 196,589 shares of the Company’s common stock upon exercise of the Existing Warrants at an exercise price of $5.00 per share for aggregate gross proceeds of $982,945. An aggregate of 173,333shares of our common stock issued upon exercise of the Existing Warrants. The derivative liability was reduced by $168,273 as a result of the warrants exercised.

Pursuant to the engagement agreement dated March 12, 2014 with H.C. Wainwright & Co., LLC (“Wainwright”), Wainwright agreed to act as our exclusive placement agent in connection with the offering. Pursuant to the engagement agreement, the Company, the Company issued warrants to purchase an aggregate of 5.5% of the aggregate number of shares of our common stock sold in the offering, or 19,067 to Wainwright and its designees. These warrants have an exercise price of $9.38 per share and expire on April 16, 2019. The warrants include down-round provisions that reduce the exercise price of a warrant and convertible instrument. As required by ASC 815 “Derivatives and Hedging”, if the Company either issues equity shares for a price that is lower than the exercise price of those instruments or issues new warrants or convertible instruments that have a lower exercise price, the investors will be entitled to down-round protection. The Company evaluated whether its warrants and convertible debt instruments contain provisions that protect holders from declines in its stock price or otherwise could result in modification of either the exercise price or the shares to be issued under the respective warrant agreements. The Company determined that a portion of its outstanding warrants and conversion instruments contained such provisions thereby concluding they were not indexed to the Company’s own stock and therefore a derivative instrument.

The range of significant assumptions which the Company used to measure the fair value of warrant liabilities (a level 3 input) at April 24, 2014 is as follows:

    Conversion feature  
Stock price $ 16.3275  
Term (Years)   Less than 1  
Volatility   331%  
Exercise prices $ 21.50  
Dividend yield   0%  

The range of significant assumptions which the Company used to measure the fair value of warrant liabilities (a level 3 input) at May 1, 2014 is as follows:

          Placement Agent  
    Issuance Warrants     Warrants  
Stock price $ 7.50   $ 7.50  
Term (Years)   5     5  
Volatility   306%     306%  
Exercise prices $ 7.50   $ 9.375  
Dividend yield   0%     0%  

The range of significant assumptions which the Company used to measure the fair value of warrant liabilities (a level 3 input) at August 20, 2014 is as follows:

    New Warrants  
Stock price $ 6.00  
Term (Years)   5  
Volatility   247%  
Exercise prices $ 6.50  
Dividend yield   0%  

The range of significant assumptions which the Company used to measure the fair value of warrant liabilities (a level 3 input) at August 21, 2014 is as follows:

    Existing Warrants  
Stock price $ 8.50  
Term (Years)   5  
Volatility   247%  
Exercise prices $ 5.00  
Dividend yield   0%  

The range of significant assumptions which the Company used to measure the fair value of warrant liabilities (a level 3 input) at March 31, 2015 is as follows:

    Warrants
(including placement agent)
 
Stock price $ 5.40  
Term (Years)   4 to 5  
Volatility   148%  
Exercise prices $ 27.50 to 6.50  
Dividend yield   0%  

The range of significant assumptions which the Company used to measure the fair value of warrant liabilities (a level 3 input) at March 31, 2016 is as follows:

    Warrants
(including placement agent)
 
Stock price $ 1.950  
Term (Years)   3 to 4  
Volatility   126%  
Exercise prices $ 27.50 to 0.33  
Dividend yield   0%  

During the year ended March 31, 2016, certain Warrant holders from the August 21, 2014 Warrant Amendment Agreement exercised their warrants via a cashless exercise where-in 54,154 warrants were tendered, the shareholders received 26,976 shares and the shareholders forfeited 27,178 warrants. The Company reduced the derivative liability $62,986.

During the year ended March 31, 2016, certain Warrant holders from the August 21, 2014 Warrant Amendment Agreement and the Company agreed to exchange 133,791 warrants for 133,791 shares of common stock and the Company reduced the derivative liability by $76,843.

During the year ended March 31, 2016 the Company issued shares of stock at $3.50 which reduced the exercise price of the Existing Warrants.

The following table sets forth the fair value hierarchy within our financial assets and liabilities by level that were accounted for at fair value on a recurring basis as of May 1, 2014.

          Fair Value Measurement at May 1, 2014  
    Carrying                    
    Value at                    
    May 1, 2014     Level 1     Level 2     Level 3  
Liabilities:                        
                         
Derivative warrant liability $ 216,236   $   -   $   -   $ 216,236  
Derivative placement agent warrant liability $ 23,787   $   -   $   -   $ 23,787  
Total derivative liability $ 240,023   $   -   $   -   $ 240,023  

The following table sets forth the fair value hierarchy added to our financial liabilities by level that were accounted for at fair value on a recurring basis as of August 21, 2014.

          Fair Value Measurement at August 21, 2014  
    Carrying                          
    Value at                          
    August 21, 2014     Level 1     Level 2     Level 3  
Liabilities:                        
                         
Derivative warrant liability $ 149,687   $   -   $             -   $ 149,687  

The following table sets forth the fair value hierarchy within our financial assets and liabilities by level that were accounted for at fair value on a recurring basis as of March 31, 2015.

          Fair Value Measurement at March 31, 2015  
    Carrying                    
    Value at                    
    March 31, 2015     Level 1     Level 2     Level 3  
Liabilities:                        
                         
Derivative convertible debt liability $   -   $   -   $   -   $   -  
Derivative warrant liability convertible preferred stock $ 176,486   $   -   $   -   $ 176,486  
Derivative warrants liability on common stock issuance including placement agent warrants $ 18,454   $   -   $   -   $ 18,454  
Total derivative liability $ 194,940   $   -   $   -   $ 194,940  

The following table sets forth the fair value hierarchy within our financial assets and liabilities by level that were accounted for at fair value on a recurring basis as of March 31, 2016.

          Fair Value Measurement at March 31, 2016  
    Carrying                    
    Value at                    
    March 31, 2015     Level 1     Level 2     Level 3  
Liabilities:                        
                         
Derivative convertible debt liability $   -   $   -   $   -   $   -  
Derivative warrant liability convertible preferred stock $ 8,291   $   -   $   -   $ 8,291  
Derivative warrants liability on common stock issuance including placement agent warrants $ 2,852   $   -   $   -   $ 2,852  
Total derivative liability $ 11,143   $   -   $   -   $ 11,143  

The Company analyzed the warrants and conversion feature under ASC 815 “Derivatives and Hedging” to determine the derivative liability. The Company estimated the fair value of these derivatives using a multinomial distribution (Lattice) valuation model. The fair value of these warrant liabilities at March 31, 2015 was $194,940 and the conversion feature liability was $0. At March 31, 2016 the fair value of these warrant liabilities was $11,143 and the conversion feature liability was $0. Changes in the derivative liability for the period ended March 31 , 2016 consist of:

    Year Ended  
    March 31, 2016  
Derivative liability at March 31, 2015 $ 194,940  
Warrants Exercised   (139,829 )
Change in derivative liability – mark to market   (43,968 )
Derivative liability at March 31, 2016 $ 11,143  
XML 26 R13.htm IDEA: XBRL DOCUMENT v3.5.0.2
PREFERRED SHARES SUBJECT TO MANDATORY REDEMPTION
12 Months Ended
Mar. 31, 2016
PREFERRED SHARES SUBJECT TO MANDATORY REDEMPTION [Text Block]

NOTE 7 – PREFERRED SHARES SUBJECT TO MANDATORY REDEMPTION

Convertible preferred shares

On November 7, 2013, the Company sold to certain institutional investors an aggregate of 500 shares of our 10% Series B Convertible Preferred Stock (“Series B Preferred Stock”) at a stated value of $1,000 per share of Series B Preferred Stock for gross proceeds of $500,000. Additionally the investors also received Series A, Series B and Series C common stock purchase warrants. The Series A warrants will be exercisable into 1,162,791 shares of our common stock at an exercise price of $0.55 per share, the Series B warrants will be exercisable into 1,162,791 shares of our common stock at an exercise price of $0.43 per share and the Series C warrants will be exercisable into 1,162,791 shares our common stock at an exercise price of $0.55 per share. Holders of the Series B Preferred Stock will be entitled to receive cumulative dividends at the rate per share (as a percentage of the stated value per share) of 10% per annum, payable semi-annually. Each share of the Series B Preferred Stock will be convertible at the option of the holder thereof into that number of shares of common stock determined by dividing the stated value of such share of the Series B Preferred Stock by the conversion price of $0.43, subject to later adjustment. On November 4, 2013, the Company also entered into a registration rights agreement with the investors pursuant to which the Company was obligated to file a registration statement to register the resale of the shares of common stock issuable upon conversion of the Series B Preferred Stock and upon exercise of the Warrants.

Between April 16, 2014 and April 22, 2014, the holders of our Series B Preferred Stock exercised their right to have the Company redeem their shares whereby the Company redeemed 247.17 shares of Series B Preferred Stock for $303,839, which included accrued interest of $46,456 and a penalty for late registration of $10,212. The remaining portion of the Series B Preferred Stock, or 252.83 shares, was converted into 796,566 of our common shares at a conversion price of $0.3174 per share.

Effective November 7, 2013, the Company issued common stock purchase warrants to the placement agent and its designees as compensation for the services provided by the placement agent in connection with our private placement of 500.00028 shares Series B Preferred Stock, which was completed on November 7, 2013. The warrants issued to the placement agent and its designees are exercisable into an aggregate of 116,279 shares of our common stock with an exercise price of $0.55 per share and have a term of exercise of five years. The Company issued the warrants to six accredited investors and paid certain transactional costs of $78,000. For the period ended December 31, 2014 the Company recorded $54,288 of amortization of the debt discount and deferred financing cost.

The Series B Preferred Stock included down-round provisions that reduce the exercise price of a warrant and convertible instrument as required by ASC 815 “Derivatives and Hedging”. The aggregate of the derivative liability at issuance was $955,927, which was recorded as amortization of debt discount at issuance and amortized $360,082 cost over the redemption period.

XML 27 R14.htm IDEA: XBRL DOCUMENT v3.5.0.2
STOCKHOLDERS EQUITY
12 Months Ended
Mar. 31, 2016
STOCKHOLDERS EQUITY [Text Block]

NOTE 8 – STOCKHOLDERS’ EQUITY

Preferred shares

On October 7, 2013, the Company amended its articles of incorporation to create 100,000,000 shares of preferred stock by filing a Certificate of Amendment to Articles of Incorporation with the Secretary of State of Nevada. The preferred stock may be divided into and issued in series, with such designations, rights, qualifications, preferences, limitations and terms as fixed and determined by our board of directors. The Series A Preferred Stock had 10 votes per share (reduced to 0.2 votes per share as a result of the fifty for one reverse stock split, which became effective as of December 30, 2015) and are not convertible into shares of our common stock. The Series B Convertible Preferred shares have 1,000 shares of our authorized preferred stock are designated as “ 10% Series B Convertible Preferred Stock”, which have a stated value of $1,000 per share and have liquidation preferences, dividend rights, redemption rights and conversion rights, of which none were issued at March 31, 2016.

Grant of series A preferred stock

On October 8, 2013, the Company issued a total of 20,000,000 shares of non-convertible Series A Preferred Stock to Steven A. Nickolas and Richard A. Wright ( 10,000,000 shares to each), our directors and executive officers, in consideration for the past services, at a deemed value of $0.001 per share. The company valued these shares based on the cost considering the time and average billing rate of these individuals and recorded a $20,000 stock compensation cost for the year ended March 31, 2014.

Our authorized preferred stock was not affected by the reverse stock split and continues to be 100,000,000 shares of preferred stock, with a par value of $0.001 per share. In addition, the number of issued and outstanding shares of Series A Preferred Stock continues to be 20,000,000. However, holders of Series A Preferred Stock had 0.2 vote per share of Series A Preferred Stock, instead of 10 votes per share of Series A Preferred Stock, as a result of the reverse-stock split.

On January 22, 2016, the Company amended the certificate of designation for our Series A Preferred Stock by filing an amendment to certificate of designation with the Secretary of State of the State of Nevada. The Company amended the certificate of designation for our Series A Preferred Stock by deleting Section 2.2 of the certificate of designation, which proportionately increases or decreases the number of votes per share of Series A Preferred Stock in the event of any dividend or other distribution on our common stock payable in its common stock or a subdivision or consolidation of the outstanding shares of its common stock. Accordingly, holders of Series A Preferred Stock will have 10 votes per share of Series A Preferred Stock, instead of 0.2 votes per share of Series A Preferred Stock.

Grant of series C Convertible preferred stock

On March 30, 2016, the Company designated 3,000,000 shares of the authorized and unissued preferred stock of our company as “Series C Preferred Stock” by filing a Certificate of Designation with the Secretary of State of the State of Nevada. Each share of the Series C Preferred Stock will be convertible, without the payment of any additional consideration by the holder and at the option of the holder, into one fully paid and non-assessable share of our common stock at any time after (i) the Company achieves consolidated revenue equal to or greater than $15,000,000 in any 12 month period, ending on the last day of any quarterly period of our fiscal year; or (ii) a Negotiated Trigger Event, defined as an event upon which the Series C Preferred Stock will be convertible as may be agreed by our company and the holder in writing from time to time.

Effective March 31, 2016, the Company issued a total of 3,000,000 shares of our Series C Preferred Stock to Steven P. Nickolas and Richard A. Wright ( 1,500,000 shares to each), our directors and executive officers, pursuant to their employment agreements dated effective March 1, 2016.

Common stock

The Company is authorized to issue 1,125,000,000 shares of $0.001 par value common stock. On May 31, 2013, the Company effected a 15 -for- 1 forward stock split of our $0.001 par value common stock. All shares and per share amounts have been retroactively restated to reflect such split. Prior to the acquisition of Alkaline Water Corp., the Company had 109,500,000 shares of common stock issued and outstanding. On May 31, 2013, the Company issued 43,000,000 shares in exchange for a 100% interest in Alkaline Water Corp. For accounting purposes, the acquisition of Alkaline Water Corp. by The Alkaline Water Company Inc. has been recorded as a reverse acquisition of a company and recapitalization of Alkaline Water Corp. based on the factors demonstrating that Alkaline Water Corp. represents the accounting acquirer. Consequently, after the closing of this agreement the Company adopted the business of Alkaline Water Corp.’s wholly-owned subsidiary, Alkaline 88, LLC. As part of the acquisition, the former management of the Company agreed to cancel 75,000,000 shares of common stock.

On December 30, 2015, the Company effected a fifty for one reverse stock split of its authorized and issued and outstanding shares of common stock. As a result, the authorized common stock has decreased from 1,125,000,000 shares of common stock, with a par value of $0.001 per share, to 22,500,000 shares of common stock, with a par value of $0.001 per share. All shares and per share amounts have been retroactively restated to reflect such split.

On January 21, 2016, stockholders of our company approved, by written consents, an amendment to the articles of incorporation of our company to increase the number of authorized shares of our common stock from 22,500,000 to 200,000,000.

The Company received written consents representing 20,776,000 votes from the holders of shares of its common stock and our Series A Preferred Stock voting as a single class, representing approximately 61% of the voting power of its outstanding common stock and its outstanding Series A Preferred Stock voting as a single class as of the record date (January 12, 2016). On January 21, 2016, there were no written consents received by the Company representing a vote against, abstention or broker non-vote with respect to the proposal.

Sale of restricted shares

During the period from May 7, 2015 through December 31, 2015, the Company sold units of our securities at a price of $3.50 per unit. Each unit consists of one share of our common stock and one non-transferable common stock purchase warrant, with each common stock purchase warrant entitling the holder to acquire one additional share of our common stock at a price of $5.00 per share for a period of two years. The Company sold 223,200 units during the period ended December 31, 2015 consisting of 223,200 shares of common stock and 223,200 warrants for gross proceeds of $781,200.

The evaluated these transaction using ASC 480-10 “Distinguishing liabilities from equity” and ASC 505 -10 “Equity”. The Company sold 223,200 units and issued 223,200 shares of common stock and issued 223,200 warrants. The warrants were valued using the Black-Scholes option pricing model with the following assumptions:

Market value of stock on purchase date $ 3.75     to   $ 7.10  
Risk-free interest rate   .26%     to     1.42%  
Dividend yield         0.00%        
Volatility factor   116%     to     161%  
Weighted average expected life (years)         2        

The proceeds were allocated as follows:

Common stock $ 414,036  
Warrant   367,164  
Total proceeds $ 781,200  

On May 1, 2014, the Company completed the offering and sale of an aggregate of 346,667 shares of our common stock and warrants to purchase an aggregate of 173,333 shares of our common stock, for aggregate gross proceeds of $2,599,999. Each share of common stock the Company sold in the offering was accompanied by a warrant to purchase one-half of a share of common stock at an exercise price of $7.50 per share for a period of five years from the date of issuance. Each share of common stock, together with each warrant was sold at a price of $7.50.

Pursuant to the engagement agreement dated March 12, 2014 with H.C. Wainwright & Co., LLC (“Wainwright”), Wainwright agreed to act as our exclusive placement agent in connection with the offering. Pursuant to the engagement agreement, the Company paid Wainwright a cash placement fee equal to 8% of the aggregate gross proceeds from the offering, or $208,000, and a non-accountable expense allowance equal to 1% of the aggregate gross proceeds from the offering, or $26,000. In addition, the Company issued warrants to purchase an aggregate of 5.5% of the aggregate number of shares of our common stock sold in the offering, or 19,067, to Wainwright and its designees. These warrants have an exercise price of $9.38 per share and expire on April 16, 2019.

On March 4, 2016, the Company completed the offering and sale of an aggregate of 9,000,000 shares of our common stock and warrants to purchase an aggregate of 4,500,000 shares of our common stock, for aggregate gross proceeds of $2,970,000. Each share of common stock the Company sold in the offering was accompanied by one-half of a warrant to purchase one share of common stock at an exercise price of $0.50 per share for a period of two years from the date of issuance. Each share of common stock and accompanying one-half of one warrant was sold at a price of $0.33.

These securities have been registered under the Securities Act of 1933 pursuant to our registration statement on Form S-1, as amended (No. 333-209124), which was declared effective by the Securities and Exchange Commission on February 11, 2016.

Also on March 4, 2016, the Company used the proceeds of the Offering to repay loans in the aggregate principal amounts of $1,500,000 In connection with the repayment of loans in the aggregate principal amounts of $1,500,000 on March 4, 2016, 526,316 shares of our common stock issued to Neil Rogers and held in escrow and 1,500,000 shares of our common stock issued to Turnstone Capital Inc. and held in escrow were cancelled effective as of March 31, 2016.

Common stock issued for services

On May 15, 2014, the Company issued 2,000 restricted common shares to consultant for services rendered and that were valued at the market value on that date of $7.50 per share.

On June 2, 2014, the Company issued 2,000 restricted common shares to consultant for services rendered and that were valued at the market value on that date of $6.50 per share.

On June 6, 2014, the Company issued 20,000 restricted common shares to consultant for services rendered and that were valued at the market value on that date of $6.50 per share.

On June 11, 2014, the Company issued 5,000 restricted common shares to consultant for services rendered and that were valued at the market value on that date of $6.05 per share.

On July 3, 2014, the Company entered into an agreement with a third-party to provide consulting services. The compensation in the agreement was $25,000 in cash upon execution of the agreement and the issuance of 7,000 of the Company’s common shares as follows: 3,500 common shares upon execution of the agreement, 1,400 common shares on or before July 15, 2014, 1,400 common shares on or before August 15, 2014 and 700 common shares on or before September 15, 2014.

On August 1, 2014, the Company issued 20,000 common shares to a consultant for services rendered that were valued at the market value on that date of $875 per share.

On August 7, 2014, the Company entered into an agreement with a third-party to provide consulting services. The compensation in the agreement was for 40,000 of the Company’s common shares to be issued as follows: 10,000 common shares on the date of the execution of the agreement, 10,000 common shares on the date that is 45 days from the execution date, 10,000 common shares on the date that is 90 days from the execution date, and 10,000 common shares on the date that is 135 days from the execution date.

On September 2, 2014, the Company issued 1,000 common shares to consultant for services rendered that were valued at the market value on that date of $6.75 per share.

On September 30, 2014, the Company issued 6,000 common shares to consultant for services rendered that were valued at the market value on that date of $5.00 per share.

On October 1, 2014, the Company issued 800 common shares to consultant for services rendered that were valued at the market value on that date of $5.65 per share.

On February 18, 2015, the Company issued 1,000 common shares to consultant for services rendered that were valued at the market value on that date of $3.50 per share.

On February 18, 2015, the Company issued 24,500 common shares to consultants for services rendered that were valued at the market value on that date of $5.00 per share.

On February 18, 2015, the Company issued 71,000 common shares to employees for services rendered that were valued at the market value on that date of $5.00 per share.

On April 7, 2015, the Company issued 40,000 restricted common shares to consultant for services rendered that were valued at the market value on that date of $3.50 per share.

On April 10, 2015, the Company issued 30,000 restricted common shares to consultant for services rendered that were valued at the market value on that date of $4.85 per share.

On April 27, 2015, the Company issued 40,000 restricted common shares to consultant for services rendered that were valued at the market value on that date of $4.00 per share.

On May 1, 2015, the Company issued 5,000 restricted common shares to consultant for services rendered that were valued at the market value on that date of $4.00 per share.

On May 6, 2015, the Company issued 6,000 restricted common shares to consultant for services rendered that were valued at the market value on that date of $4.85 per share.

On June 15, 2015 the Company issued 30,000 restricted common shares to consultant for services rendered that were valued at the market value on that date of $4.70 per share.

On August 1, 2015 the Company issued 5,000 restricted common shares to consultant for services rendered that were valued at the market value on that date of $6.75 per share.

On August 25, 2015 the Company issued 30,000 restricted common shares to consultant for services rendered that were valued at the market value on that date of $5.45 per share.

On August 27, 2015 the Company issued 6,000 restricted common shares to consultant for services rendered that were valued at the market value on that date of $5.05 per share.

On August 28, 2015 the Company issued 4,000 common shares to consultant for services rendered that were valued at the market value on that date of $5.00 per share.

On September 30, 2015 the Company issued 10,000 common shares to consultant for services rendered that were valued at the market value on that date of $4.90 per share.

On December 11, 2015 the Company issued 24,000 common shares to consultants for services rendered that were valued at the market value on that date of $2.15 per share.

On December 11, 2015, the Company issued 44,000 common shares to employees for services rendered that were valued at the market value on that date of $2.15 per share.

On January 19, 2016, the Company reached an agreement with a contractor and agreed to issue 60,000 shares of restricted common stock for services rendered that were valued at the market value on that date of $0.90 per share.

On January 28, 2016, the company issued 10,000 shares of common stock forpastservicesperformedbyaformeremployeeofourcompany.

On January 29, 2016, the Company issued 400,000 common shares to a consultant for services rendered that were valued at the market value on that date of $0.52 per share.

On February 5, 2016, the Company reached an agreement with a contractor and agreed to issue 10,000 shares of restricted common stock for services that were valued at the market value on that date of $0.85 per share.

On March 1 2016, the Company reached an agreement with a contractor and agreed to issue 945,000 shares of common stock for services that were valued at the market value on that date of $0.99 per share.

On March 1, 2016, the company issued 30,000 shares of common stock forpastservicesperformedbyaformeremployeeofourcompany.

Common stock issued in conjunction with notes

On May 22, 2015, the Company issued 20,000 restricted common shares in conjunction with a $250,000 note payable that were valued at the market value on that date of $3.95 per share.

On August, 20, 2015, the Company issued 20,000 restricted common shares in conjunction with a $240,000 note payable that were valued at the market value on that date of $5.75 per share.

On October 28, 2015, the Company issued 10,000 restricted common shares in conjunction with a $62,000 note payable that were valued at the market value on that date of $4.25 per share.

On March 30, 2016 pursuant to a convertible note issued September 28, 2015 the $89,100 of principal balance was converted to 270,000 common shares of the Company Stock.

On March 31, 2016, the Company entered into a promissory note and warrant exchange agreement (the “March Exchange Agreement”) with six holders of our promissory notes (each, a “Note”) in the aggregate principal amount of $310,000 and warrants (each, a “March Warrant”) to purchase an aggregate of 88,563 shares of our common stock, whereby we exchanged the holders’ Notes and March Warrants, for no additional consideration, for an aggregate of 551,246 shares of our common stock (the “March Exchange”), and following the March Exchange, the Notes and March Warrants were automatically cancelled and terminated and the holders have no further rights pursuant to the Notes, March Warrants and any agreement or instrument pursuant to which such Notes or March Warrants were issued. Pursuant to the March Exchange Agreement, the Company issued an aggregate of 551,246 shares of our common stock upon exchange of the above mentioned Notes and March Warrants.

XML 28 R15.htm IDEA: XBRL DOCUMENT v3.5.0.2
OPTIONS AND WARRANTS
12 Months Ended
Mar. 31, 2016
OPTIONS AND WARRANTS [Text Block]

NOTE 9 – OPTIONS AND WARRANTS

Stock option awards

On October 9, 2013, the Company granted a total of 120,000 stock options to Steven A. Nickolas and Richard A. Wright ( 60,000 stock options to each). The stock options are exercisable at the exercise price of $30.25 per share for a period of ten years from the date of grant. The stock options vest as follows: (i) 20,000 upon the date of grant; and (ii) 10,000 per quarter until fully vested.

On May 12, 2014, the Company granted a total of 16,400 stock options to employees and consultants. The stock options are exercisable at the exercise price of $7.50 per share for a period of ten years from the date of grant. 10,050 stock options vested upon the date of grant, 2,325 stock options vest on December 31, 2014, 2,325 stock options vest on December 31, 2014 and 1,700 stock options vest on December 31, 2014.

On May 12, 2014, the Company granted a total of 24,000 stock options Steven A. Nickolas and Richard A. Wright ( 12,000 stock options to each). The stock options are exercisable at the exercise price of $8.25 per share for a period of ten years from the date of grant. 24,000 stock options vested upon the date of grant.

On May 16, 2014, the Company granted a total of 5,000 stock options to a consultant. The stock options are exercisable at the exercise price of $7.15 per share for a period of ten years from the date of grant. 1,250 stock options vested upon the date of grant, 1,250 stock options vest on December 31, 2014, 1,250 stock options vest on December 31, 2014 and 1,250 stock options vest on December 31, 2014.

On May 21, 2014, the Company granted a total of 120,000 stock options Steven A. Nickolas and Richard A. Wright ( 60,000 stock options to each). The stock options are exercisable at the exercise price of $7.275 per share for a period of ten years from the date of grant. 60,000 stock options vested upon the date of grant and the 60,000 stock options will vest on November 21, 2014.

On October 31, 2014, the Company amended the 2013 Equity Incentive Plan to, among other things, increase the number of shares of stock of the company available for the grant of awards under the plan from 400,000 shares to 700,000 shares.

On October 31, 2014, the Company reduced the exercise price of an aggregate of 120,000 stock options granted on October 9, 2013 to Steven P. Nickolas and Richard A. Wright, our directors and executive officers, to $7.50 per share and extended the exercise date to October 9, 2023.

On February 18, 2015, the Company reduced the exercise price of an aggregate of 32,000 stock options granted on to Steven P. Nickolas and Richard A. Wright, our directors and executive officers, to $5.75 per share an exercise date to February 18, 2020, with vested immediately.

On February 18, 2015, the Company granted a total of 26,000 stock options to employees and consultants. The stock options are exercisable at the exercise price of $5.00 per share for a period of ten years from the date of grant. 17,750 stock options vested by March 31, 2015, 2,750 stock options vested on June 30, 2015, 2,750 stock options vested on September 30, 2015 and 2,750 stock options vested on December 31, 2015.

On January 29, 2016, the Company granted a total of 1,310,000 stock options to certain employees. The stock options are exercisable at the exercise price of $0.52 per share for a period of 7.6 years from the date of grant and vested upon the date of grant.

On January 29, 2016, the Company granted a total of 3,000,000 stock options Steven A. Nickolas and Richard A. Wright ( 1,500,000 stock options to each). The stock options are exercisable at the exercise price of $0.52 per share for a period of 7.6 years from the date of grant and vested upon the date of grant.

On March 4, 2016, the Company completed the offering and sale of an aggregate of 9,000,000 shares of our common stock the offering included warrants to purchase an aggregate of 4,500,000 shares of our common stock, at an exercise price of $0.50 per share for a period of two years from the date of issuance.

For the years ended March 31, 2016 and March 31, 2015 the Company has recognized compensation expense of $2,425,495 and $4,039,291 respectively, on the stock options granted that vested. The fair value of the unvested shares is $0 as of March, 2016. The aggregate intrinsic value of these options was $0 at March 31, 2016. Stock option activity summary covering options is presented in the table below:

                Weighted-  
          Weighted-     Average  
          Average     Remaining  
    Number of     Exercise     Contractual  
    Shares     Price     Term (years)  
Outstanding at March 31, 2014   120,000   $ 30.50     8.5  
Granted   347,040   $ 7.00     8.9  
Exercised   (3,640 ) $ 0.50     9.2  
Expired/Forfeited   (120,000 ) $   -     8.2  
Outstanding at March 31, 2015   343,400   $ 7.00     8.2  
Granted   4,310,000     0.52     7.8  
Exercised   -     -     -  
Expired/Forfeited   -   $   -     -  
Outstanding at March 31, 2016   4,653,400     0.92     7.7  
Exercisable at March 31, 2016   4,653,400     0.92     7.7  

Warrants

The following is a summary of the status of all of our warrants as of March 31, 2016 and changes during the period ended on that date:

          Weighted-  
    Number     Average  
    of Warrants     Exercise Price  
Outstanding at March 31, 2014   166,208   $ 26.00  
   Granted   584,985     6.50  
   Exercised   (290,585 )   (15.50 )
   Cancelled   -     (15.50 )
Outstanding at March 31, 2015   460,608     7.00  
   Granted   4,858,057     1.22  
   Exercised   (254,763 )   8.00  
   Cancelled or Expired   (75,786 )   6.00  
Outstanding at March 31, 2016   4,988,116     1.39  
Warrants exercisable at March 31, 2016   4,988,116   $ 1.39  

The following table summarizes information about stock warrants outstanding and exercisable at March 31, 2016:

          STOCK WARRANTS OUTSTANDING AND
  EXERCISABLE
    Weighted-
    Average
  Number of Remaining
  Warrants Contractual
Exercise Price Outstanding Life in Years
$5.00 428,629 2.02
$6.25 6,667 3.05
$9.375 19,067 3.55
$27.50 2,326 2.07
$0.50 4,500,000 1.91

The Company agreed to reduce the exercise price of certain existing warrants to $5.00 per share in consideration for the immediate exercise of the existing warrants by the holders. As consideration, the holders were issued new common stock purchase warrants of the Company to purchase up to a number of shares of our common stock equal to the number of existing warrants exercised by the holders, provided that the exercise price of the new warrants will be $6.25 per share.

On August 21, 2014, pursuant to a Warrant Amendment Agreement, the Company issued an aggregate of 196,589 shares of the Company’s common stock upon the exercise of Existing Warrants at an exercise price of $5.00 per share for aggregate gross proceeds of $982,945. Simultaneously, the Company issued new warrants to purchase an aggregate of 196,589 shares of our common stock with a term of 5 years and exercise price of $6.25 per warrant share. The Company recorded this issuance in additional paid-in capital.

On October 7, 2014, pursuant to a Warrant Amendment Agreement, the Company issued an aggregate of 93,996 shares of the Company’s common stock upon exercise of the Existing Warrants at an exercise price of $5.00 per share for aggregate gross proceeds of $469,980. Simultaneously, the Company issued new warrants to purchase an aggregate of 93,996 shares of our common stock with a term of 5 years and exercise price of $6.25 per warrant share. The Company recorded this issuance in additional paid-in capital.

On October 22, 2014, the Company entered into a master lease agreement with Veterans Capital Fund, LLC (the “Lessor”) for the secured lease line of credit financing in an amount not to exceed $600,000. The lease is expected to be secured by three new alkaline generating electrolysis system machines. Our wholly-owned subsidiary, Alkaline 88, LLC, and Water Engineering Solutions, LLC acted as co-lessees. Water Engineering Solutions, LLC is an entity that is controlled and owned by our President, Chief Executive Officer, director and major stockholder, Steven P. Nickolas, and our Vice-President, Secretary, Treasurer and director, Richard A. Wright. Pursuant to the master lease agreement, the Lessor agreed to lease to us the equipment described in any equipment schedule signed by us and approved by the Lessor. It is expected that any lease under the master lease agreement will be structured for a three-year lease term with fixed monthly lease rental payments based on a monthly lease rate factor of 3.4667% of the Lessor’s capital cost. In connection with the entering into the master lease agreement, the Company also entered into a warrant agreement with the Lessor, pursuant to which the Company agreed to issue a warrant to purchase 72,000 shares of our common stock to the Lessor and/or its affiliates at an exercise price of $6.25 per share for a period of five years. 18,000 shares vested.

On February 25, 2015, the Company amended the master lease agreement with Veterans Capital Fund, LLC for the increase in the secured lease line of credit financing to an amount not to exceed $800,000. The lease was secured by new alkaline generating electrolysis system machines by our wholly-owned subsidiary, Alkaline 88, LLC, and Water Engineering Solutions, LLC. Water Engineering Solutions, LLC is an entity that is controlled and owned by our President, Chief Executive Officer, director and major stockholder, Steven P. Nickolas, and our Vice-President, Secretary, Treasurer and director, Richard A. Wright. Pursuant to the master lease agreement, the Lessor agreed to lease to us the equipment described in any equipment schedule signed by us and approved by the Lessor. It is expected that any lease under the master lease agreement will be structured for a three-year lease term with fixed monthly lease rental payments based on a monthly lease rate factor of 3.4667% of the Lessor’s capital cost. In connection with the entering into the master lease agreement, the Company entered into a warrant agreement with the Lessor, pursuant to which the Company agreed to cancel the previous issued warrant for 72,000 and issue a warrant to purchase 102,000 shares of our common stock to the Lessor and/or its affiliates at an exercise price of $5.00 per share for a period of five years. 18,000 shares vested on October 22, 2014, 13,316 shares on October 28, 2014, 13,606 shares on December 22, 2014, 6,945 shares on February 3, 2015 and 15,799 shares on March 5, 2015. The remaining 18,105 shares will vest on a pro rata basis according to any mounts the Lessor funds pursuant to any lease schedules under the master lease agreement, provided that if we draw on 90% or more of the total lease line under the master lease agreement, then all such shares will be deemed to be vested. The Company recorded the bifurcated value of $309,028 of the warrants issued as additional paid in capital, the value was determine using a Black-Scholes, a level 3 valuation measure.

On June 29, 2015 the Company entered into a $50,000 Convertible promissory note was convertible into Common stock at $3.50 per share. The Convertible promissory note had an 8% annual interest rate, 1 -year term and rights to 14,286 warrants with a two year term an exercise price of $5.00 per share. The Company evaluated this transaction under ASC 470-20 “Debt with Conversion and Other Options” and determined that a discount of $50,000 was provided and will be amortized over the 1 -year term of the note. As of March 31, 2016 $50,000 was converted into 88,912 shares of common stock and the discount was fully amortized.

On July 1, 2015 the Company entered into a $25,000 Convertible promissory note was convertible into Common stock at $3.50 per share. The Convertible promissory note had an 8% annual interest rate, 1 -year term and rights to 7,143 warrants with a two year term an exercise price of $5.00 per share. The Company evaluated this transaction under ASC 470-20 “Debt with Conversion and Other Options” and determined that a discount of $25,000 was provided and will be amortized over the 1 -year term of the note. As of March 31, 2016 $25,000 was converted into 44,455 shares of common stock and the discount was fully amortized.

On July 1, 2015 the Company entered into a $25,000 Convertible promissory note was convertible into Common stock at $3.50 per share. The Convertible promissory note had an 8% annual interest rate, 1 -year term and rights to 7,143 warrants with a two year term an exercise price of $5.00 per share. The Company evaluated this transaction under ASC 470-20 “Debt with Conversion and Other Options” and determined that a discount of $25,000 was provided and will be amortized over the 1 -year term of the note. As of March 31, 2016 $25,000 was converted into 44,455 shares of common stock and the discount was fully amortized.

On July 1, 2015 the Company entered into a $25,000 Convertible promissory note was convertible into Common stock at $3.50 per share. The Convertible promissory note had an 8% annual interest rate, 1 -year term and rights to 7,143 warrants with a two year term an exercise price of $5.00 per share. The Company evaluated this transaction under ASC 470-20 “Debt with Conversion and Other Options” and determined that a discount of $25,000 was provided and will be amortized over the 1 -year term of the note. As of March 31, 2016 $25,000 was converted into 44,455 shares of common stock and the discount was fully amortized.

On July 7, 2015 the Company entered into a $25,000 Convertible promissory note was convertible into Common stock at $3.50 per share. The Convertible promissory note had an 8% annual interest rate, 1 -year term and rights to 7,143 warrants with a two year term an exercise price of $5.00 per share. The Company evaluated this transaction under ASC 470-20 “Debt with Conversion and Other Options” and determined that a discount of $25,000 was provided and will be amortized over the 1 -year term of the note. As of March 31, 2016 $25,000 was converted into 44,455 shares of common stock and the discount was fully amortized.

On July 13, 2015 the Company entered into a $25,000 Convertible promissory note was convertible into Common stock at $3.50 per share. The Convertible promissory note had an 8% annual interest rate, 1 -year term and rights to 7,143 warrants with a two year term an exercise price of $5.00 per share. The Company evaluated this transaction under ASC 470-20 “Debt with Conversion and Other Options” and determined that a discount of $25,000 was provided and will be amortized over the 1 -year term of the note. As of March 31, 2016 $25,000 was converted into 44,455 shares of common stock and the discount was fully amortized.

On July 17, 2015 the Company entered into a $25,000 Convertible promissory note was convertible into Common stock at $3.50 per share. The Convertible promissory note had an 8% annual interest rate, 1 -year term and rights to 7,143 warrants with a two year term an exercise price of $5.00 per share. The Company evaluated this transaction under ASC 470-20 “Debt with Conversion and Other Options” and determined that a discount of $25,000 was provided and will be amortized over the 1 -year term of the note. As of March 31, 2016 $25,000 was converted into 44,455 shares of common stock and the discount was fully amortized.

On September 28, 2015 the Company entered into a $75,000 Convertible promissory note was convertible into Common stock at $3.50 per share. The Convertible promissory note had a 15% annual interest rate, 7 -month term and rights to 32,000 warrants with a two year term an exercise price of $5.00 per share and 10,000 shares of restricted stock. The Company evaluated this transaction under ASC 470-20 “Debt with Conversion and Other Options” and determined that a discount of $75,000 was provided and will be amortized over the 7 -month term of the note. As of March 31, 2016 $75,000 was converted into 270,000 shares of common stock and the discount was fully amortized.

On October 2, 2015 the Company entered into a convertible promissory note for $10,000 that was convertible into common stock at $3.50 per share. The Convertible promissory note had an 8% annual interest rate, 1 -year term and rights to 7,143 warrants with a two year term an exercise price of $5.00 per share. The Company evaluated this transaction under ASC 470-20 “Debt with Conversion and Other Options” and determined that a discount of $25,000 was provided and will be amortized over the 1 -year term of the note. As of March 31, 2016 $10,000 was converted into 17,782 shares of common stock and the discount was fully amortized.

On October 2, 2015 the Company entered into a convertible promissory note for $25,000 that was convertible into common stock at $3.50 per share. The Convertible promissory note had an 8% annual interest rate, 1 -year term and rights to 7,143 warrants with a two year term an exercise price of $5.00 per share. The Company evaluated this transaction under ASC 470-20 “Debt with Conversion and Other Options” and determined that a discount of $25,000 was provided and will be amortized over the 1 -year term of the note. As of March 31, 2016 $25,000 was converted into 44,455 shares of common stock and the discount was fully amortized.

On October 5, 2015 the Company entered into a convertible promissory note for $25,000 that was convertible into common stock at $3.50 per share. The Convertible promissory note had an 8% annual interest rate, 1 -year term and rights to 7,143 warrants with a two year term an exercise price of $5.00 per share. The Company evaluated this transaction under ASC 470-20 “Debt with Conversion and Other Options” and determined that a discount of $25,000 was provided and will be amortized over the 1 -year term of the note. As of March 31, 2016 $25,000 was converted into 44,455 shares of common stock and the discount was fully amortized.

On November 13, 2015 the Company entered into a convertible promissory note for $50,000 that was convertible into common stock at $3.50 per share. The convertible promissory note had an 8% annual interest rate, 1 -year term and rights to 14,286 warrants with a two year term an exercise price of $5.00 per share. The Company evaluated this transaction under ASC 470-20 “Debt with Conversion and Other Options” and determined that a discount of $50,000 was provided and will be amortized over the 1 -year term of the note. On December 16, 2015 the note was paid in full and the Company paid a $5,000 pre-payment penalty which the Company changed to interest expense and fully amortized the $50,000 discount.

The fair value of the warrants granted during the year ended March 31, 2016 was estimated at the date of agreement using the Black-Scholes option-pricing model and a level 3 valuation measure, with the following assumptions:

Market value of stock on purchase date $ 3.75     to   $ 7.10  
Risk-free interest rate   .26%     to     1.42%  
Dividend yield         0.00%        
Volatility factor   116%     to     161%  
Weighted average expected life (years)         2        
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RELATED PARTY TRANSACTIONS
12 Months Ended
Mar. 31, 2016
RELATED PARTY TRANSACTIONS [Text Block]

NOTE 10 – RELATED PARTY TRANSACTIONS

On October 31, 2014, the Company amended the 2013 Equity Incentive Plan to, among other things, to increase the number of shares of stock of the Company available for the grant of awards under the plan from 20,000,000 shares to 35,000,000 shares.

On October 31, 2014, the Company reduced the exercise price of an aggregate of 120,000 stock options granted to Steven P. Nickolas and Richard A. Wright, our directors and executive officers, to $7.50 per share as noted below:

      New Exercise    
    Old Exercise Price per   Number of Stock
Name of Optionee Grant Date Price per Share Share Expiration Date Options
Steven P. Nickolas October 9, 2013 $30.25 $7.50 October 9, 2023 60,000
Richard A. Wright October 9, 2013 $30.25 $7.50 October 9, 2023 60,000

On May 21, 2014, the Company granted a total of 120,000 stock options Steven A. Nickolas and Richard A. Wright ( 60,000 stock options to each). The stock options are exercisable at the exercise price of $7.275 per share for a period of ten years from the date of grant. 60,000 stock options vested upon the date of grant and 60,000 stock options will vest on November 21, 2014.

On October 9, 2013, the Company granted a total of 120,000 stock options to Steven A. Nickolas and Richard A. Wright ( 60,000 stock options to each). The stock options are exercisable at the exercise price of $30.25 per share for a period of ten years from the date of grant. For each individual, the stock options vest as follows: (i) 20,000 upon the date of grant; and (ii) 10,000 per quarter until fully vested.

On October 8, 2013, the Company issued a total of 20,000,000 shares of non-convertible Series A Preferred Stock to Steven A. Nickolas and Richard A. Wright ( 10,000,000 shares to each), our directors and executive officers, in consideration for the past services, at a deemed value of $0.001 per share. We valued these shares based on the cost considering the time and average billing rate of these individuals and recorded a $20,000 stock compensation cost for the year ended March 31, 2014.

On January 29, 2016, the Company granted a total of 3,000,000 stock options Steven A. Nickolas and Richard A. Wright ( 1,500,000 stock options to each). The stock options are exercisable at the exercise price of $0.52 per share for a period of 7.6 years from the date of grant and vested upon the date of grant.

Effective March 31, 2016, the Company issued a total of 3,000,000 shares of our Series C Preferred Stock to Steven P. Nickolas and Richard A. Wright ( 1,500,000 shares to each), our directors and executive officers, pursuant to their employment agreements dated effective March 1, 2016.

On April 2, 2014, the Company entered into a sale-leaseback transaction with Water Engineering Solutions LLC, an entity that is controlled and owned by an officer, director and shareholder, for specialized equipment with an original cost of $208,773 and that was acquired in August 2013. The Company received proceeds of $188,000 in April 2014. The lease terms are 60 monthly payments of $3,812, payable 30 days after installation of the equipment and a purchase option of $1.00. The Company recorded a loss on sales leaseback of $20,773.

As of March 31, 2014, the Company had $0 in equipment deposits with an entity that is controlled and owned by an officer, director and shareholder of the Company. During the year ended March 31, 2014, the Company provided $201,900 of deposits on equipment used to produce our alkaline water to an entity that is controlled and owned by an officer, director and shareholder of the Company. During the month of March 2014, these funds were returned to the Company.

During the year ended March 31, 2014 the Company acquired equipment of $208,773 and $10,287 from an entity that is controlled and majority-owned by an officer, director and shareholder of the Company.

On January 17, 2014 the Company entered into an equipment lease with Water Engineering Solutions LLC, an entity that is controlled and owned by an officer, director and shareholder, for specialized equipment used to make our alkaline water totaling $190,756 and agreed to a 60 -month term at $2,512 per month and a final payment of $28,585. On February 12, 2014 the Company amended this lease, as noted above, with equipment deposits of $201,900 being returned to the Company. In addition, the lease terms were amended to 60 monthly payments of $3,864, payable 30 days after installation of the equipment and a purchase option of $1.00.

On August 1, 2013, the Company entered into a 3 -year sub-lease agreement requiring a monthly payment of $2,085 for office space in Scottsdale, Arizona, with a basic monthly lease increase of 8% and 7% on each anniversary date. The Company or the landlord can cancel the lease with 30 days’ notice. The sub-lessor is an entity owned by the Company’s Chief Executive Officer and President.

Under the terms of the exclusive manufacturing agreement entered into on April 15, 2013 between the Company and Water Engineering Solutions LLC, a related party, the Company paid $690,000 on May 1 2014 for specialized equipment used in the production of our alkaline water. Under this agreement, the Company paid deposits on equipment as follows: May 1, 2014 $690,000, June 27, 2014 $21,500, July 1, 2014 $115,000, August 7, 2014 $10,000, August 5, 2014 $5,000, August 19, 2014 $2,000, August 22, 2014 $100,000, October 14, 2014 $70,000, November 4, 2014 $7,676 and November 7, 2014 $5,002. The Company received equipment valued at $278,769 and reduced the deposit on equipment. During the year ended March 31, 2016 the company made purchased equipment of $312,500 to Water Engineering Solutions. Water Engineering Solutions, LLC is an entity that is controlled and majority owned by Steven P. Nickolas and Richard A. Wright for the production of our alkaline water.

Employment Agreement with Steven P. Nickolas

On March 30, 2016, the Company entered into an employment agreement dated effective March 1, 2016 with Steven P. Nickolas, our president, chief executive officer and director, pursuant to which Mr. Nickolas agreed to perform such duties as are regularly and customarily performed by the president and chief executive officer of a corporation, and any other duties consistent with Mr. Nickolas’s position in our company. Pursuant to the terms of the employment agreement, the Company have agreed to (i) pay Mr. Nickolas $15,000 per month or such other amount as may be determined by our board of directors from time to time; and (ii) issue to Mr. Nickolas 1,500,000 shares of our Series C Preferred Stock (issued effective as of March 31, 2016). The Company also agreed that each of the following events constitute a “Negotiated Trigger Event” as defined in the Certificate of Designation for the Series C Preferred Stock: (i) the occurrence of a change of control event; (ii) the death of Mr. Nickolas; and (iii) the termination of the employment agreement for any reason.

In addition, the Company may (i) grant awards under our 2013 equity incentive plan to Mr. Nickolas from time to time and (ii) pay to Mr. Nickolas an annual discretionary performance bonus in an amount to be determined by our board of directors in its sole discretion. Mr. Nickolas will also be eligible to participate in other bonus programs offered by our company to our senior staff from time to time.

In addition, Mr. Nickolas will be entitled to participate in all of our employee benefit plans provided by our company to our senior officers. If the Company does not provide such plans at any time, the Company agreed to reimburse Mr. Nickolas for the reasonable cost of any such plans obtained privately. The Company also agreed to (i) provide Mr. Nickolas with vehicle leased in our company’s name, with lease payments not exceeding $700 /month or such other amount as may be determined by our board of directors; (ii) pay Mr. Nickolas an allowance of $5,000 per month or such other amount as may be determined by our board of directors, which may be used by Mr. Nickolas as he sees fit, including without limitation, the funding of non-qualified retirement plans; (iii) reimburse Mr. Nickolas for any expenses that he incurs in connection with his duties under his employment agreement. Mr. Nickolas will be entitled in each year to five weeks’ paid vacation, in addition to weekends and statutory holidays, to be taken in installments of no more than three consecutive weeks of paid time off.

The initial term of the employment agreement is three years and, on the third anniversary of the effective date of the employment and on each annual anniversary date thereafter, the term of the employment agreement will automatically be extended by one additional year unless either party gives 90 days’ written notice to the other of its intention not to renew the employment agreement.

If, within 90 days of the occurrence of a change of control event, Mr. Nickolas resigns from his employment relationship with our company or our company terminates his employment agreement for any reason other than for just cause, then the Company agreed to pay Mr. Nickolas severance in an amount equal to the following: 36 months’ salary plus an amount, if any, equal to the following: one month’s salary multiplied by the number of calendar years, starting on the effective date of the employment agreement, that Mr. Nickolas is employed by our company under his employment agreement.

The Company may terminate Mr. Nickolas’s employment at any time for other than just cause by delivering to Mr. Nickolas written notice of termination. In such a case, the Company agreed to pay Mr. Nickolas severance in an amount equal to the following: 36 months’ salary plus an amount, if any, equal to the following: one month’s salary multiplied by the number of calendar years, starting on the effective date of the employment, that Mr. Nickolas is employed by our company under his employment agreement.

Subject to applicable employment laws or similar legislation, the Company may terminate Mr. Nickolas’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. Mr. Nickolas’s employment will automatically terminate on his death. In the event Mr. Nickolas’s employment with our company terminates by reason of Mr. Nickolas’s death or disability, then upon and immediately effective on the date of termination the Company agreed to promptly pay and provide Mr. Nickolas (or in the event of Mr. Nickolas’s death, Mr. Nickolas’s estate); any unpaid salary and any outstanding and accrued regular and special vacation pay through the date of termination; reimbursement for any unreimbursed expenses incurred through to the date of termination; and any outstanding amounts due under any awards which will be dealt with in accordance with our 2013 equity incentive plan and award agreement. In the event Mr. Nickolas’s employment is terminated due to a disability, the Company agreed to pay to Mr. Nickolas the severance referred to above.

The Company may terminate Mr. Nickolas’s employment for just cause at any time by delivering to Mr. Nickolas written notice of termination. In the event that Mr. Nickolas’s employment with our company is terminated by our company for just cause, Mr. Nickolas 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. Nickolas by our company as of the date of termination, except for any awards under our 2013 equity incentive plan will be dealt with in accordance with the plan and award agreement.

Provided that Mr. Nickolas has acted within the scope of his authority, the Company agreed to indemnify and save harmless Mr. Nickolas (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.

Mr. Nickolas agreed to indemnify and save harmless our company against, and agree to hold it harmless from, any and all damages, injuries, claims, demands, actions, liability, costs and expenses (including reasonable legal fees) incurred or made against our company arising from or connected with the performance or non-performance of his employment by him or the beach of any warranty, representation or covenant herein by him, other than claims by him pursuant to his employment agreement.

If and to the extent the Company 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, the Company agreed that Mr. Nickolas 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.

Employment Agreement with Richard A. Wright

On March 30, 2016, the Company entered into an employment agreement dated effective March 1, 2016 with Richard A. Wright, our vice-president, secretary, treasurer and director, pursuant to which Mr. Wright agreed to perform such duties as are regularly and customarily performed by the vice president, secretary and treasurer of a corporation, and any other duties consistent with Mr. Wright’s position in our company. Pursuant to the terms of the employment agreement, the Company have agreed to (i) pay Mr. Wright $14,000 per month or such other amount as may be determined by our board of directors from time to time; and (ii) issue to Mr. Wright 1,500,000 shares of our Series C Preferred Stock (issued effective as of March 31, 2016). The Company also agreed that each of the following events constitute a “Negotiated Trigger Event” as defined in the Certificate of Designation for the Series C Preferred Stock: (i) the occurrence of a change of control event; (ii) the death of Mr. Wright; and (iii) the termination of the employment agreement for any reason.

In addition, the Company may (i) grant awards under our 2013 equity incentive plan to Mr. Wright from time to time and (ii) pay to Mr. Wright an annual discretionary performance bonus in an amount to be determined by our board of directors in its sole discretion. Mr. Wright will also be eligible to participate in other bonus programs offered by our company to our senior staff from time to time.

In addition, Mr. Wright will be entitled to participate in all of our employee benefit plans provided by our company to our senior officers. If the Company do not provide such plans at any time, the Company agreed to reimburse Mr. Wright for the reasonable cost of any such plans obtained privately. The Company also agreed to (i) provide Mr. Wright with vehicle leased in our company’s name, with lease payments not exceeding $700 /month or such other amount as may be determined by our board of directors; (ii) pay Mr. Wright an allowance of $5,000 per month or such other amount as may be determined by our board of directors, which may be used by Mr. Wright as he sees fit, including without limitation, the funding of non-qualified retirement plans; (iii) reimburse Mr. Wright for any expenses that he incurs in connection with his duties under his employment agreement. Mr. Wright will be entitled in each year to five weeks’ paid vacation, in addition to weekends and statutory holidays, to be taken in installments of no more than three consecutive weeks of paid time off.

The initial term of the employment agreement is three years and, on the third anniversary of the effective date of the employment and on each annual anniversary date thereafter, the term of the employment agreement will automatically be extended by one additional year unless either party gives 90 days’ written notice to the other of its intention not to renew the employment agreement.

If, within 90 days of the occurrence of a change of control event, Mr. Wright resigns from his employment relationship with our company or our company terminates his employment agreement for any reason other than for just cause, then the Company agreed to pay Mr. Wright severance in an amount equal to the following: 36 months’ salary plus an amount, if any, equal to the following: one month’s salary multiplied by the number of calendar years, starting on the effective date of the employment agreement, that Mr. Wright is employed by our company under his employment agreement.

The Company may terminate Mr. Wright’s employment at any time for other than just cause by delivering to Mr. Wright written notice of termination. In such a case, the Company agreed to pay Mr. Wright severance in an amount equal to the following: 36 months’ salary plus an amount, if any, equal to the following: one month’s salary multiplied by the number of calendar years, starting on the effective date of the employment, that Mr. Wright is employed by our company under his employment agreement.

Subject to applicable employment laws or similar legislation, the Company may terminate Mr. Wright’s employment in the event he has been unable to perform his duties for a period of eight consecutive months or a cumulative period of 12 months in any consecutive 24 month period, because of a physical or mental disability. Mr. Wright’s employment will automatically terminate on his death. In the event Mr. Wright’s employment with our company terminates by reason of Mr. Wright’s death or disability, then upon and immediately effective on the date of termination the Company agreed to promptly pay and provide Mr. Wright (or in the event of Mr. Wright’s death, Mr. Wright’s estate); any unpaid salary and any outstanding and accrued regular and special vacation pay through the date of termination; reimbursement for any unreimbursed expenses incurred through to the date of termination; and any outstanding amounts due under any awards which will be dealt with in accordance with our 2013 equity incentive plan and the award agreement. In the event Mr. Wright’s employment is terminated due to a disability, the Company agreed to pay to Mr. Wright the severance referred to above.

The Company may terminate Mr. Wright’s employment for just cause at any time by delivering to Mr. Wright written notice of termination. In the event that Mr. Wright’s employment with our company is terminated by our company for just cause, Mr. Wright will not be entitled to any additional payments or benefits (except as otherwise provided in his employment agreement), other than for amounts due and owing to Mr. Wright by our company as of the date of termination, except for any awards under our 2013 equity incentive plan will be dealt with in accordance with the plan and award agreement.

Provided that Mr. Wright has acted within the scope of his authority, the Company agreed to indemnify and save harmless Mr. Wright (including his heirs and legal representatives) against any and all costs, claims and expenses (including any amounts paid to settle any actions or satisfy any judgments) which: he may suffer or incur by reason of any matter or thing which he may in good faith do or have done or caused to be done as an employee, officer or director of our company, any of its subsidiaries or of any of their respective affiliates; or was reasonably incurred by him in respect of any civil, criminal or administrative action or proceeding to which he is made a party by reason of being or having been an employee, officer or director of our company, any of its subsidiaries or of any of their respective affiliates; provided that, the foregoing indemnification will apply only if: he acted honestly and in good faith with a view to the best interests of our company, any of its subsidiaries or any of their respective affiliates; and in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, he had reasonable grounds for believing that his conduct was lawful.

Mr. Wright agreed to indemnify and save harmless our company against, and agree to hold it harmless from, any and all damages, injuries, claims, demands, actions, liability, costs and expenses (including reasonable legal fees) incurred or made against our company arising from or connected with the performance or non-performance of his employment by him or the beach of any warranty, representation or covenant herein by him, other than claims by him pursuant to his employment agreement.

If and to the extent the Company 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, the Company agreed that Mr. Wright will be included as an officer and director who is covered by such policy on a basis no less favorable than made available to other executives of our company.

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INCOME TAXES
12 Months Ended
Mar. 31, 2016
INCOME TAXES [Text Block]

NOTE 11 – INCOME TAXES

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The Company recorded the valuation allowance due to the uncertainty of future realization of federal and state net operating loss carryforwards. The deferred income tax assets are comprised of the following at March 31:

    2016     2015  
Deferred income tax assets: $ 2,100,000   $ 1,270,000  
Valuation allowance   (2,100,000 )   (1,270,000 )
Net total $   -   $   -  

At March 31, 2016, the Company had net operating loss carryforwards of approximately $7,790,000 and net operating loss carryforwards expire in 2023 through 2034.

The valuation allowance was increased by $830,000 during the year ended March 31, 2016. The current income tax benefit of $830,000 and $1,270,000 generated for the years ended March 31, 2016 and 2015, respectively, was offset by an equal increase in the valuation allowance. The valuation allowance was increased due to uncertainties as to the Company’s ability to generate sufficient taxable income to utilize the net operating loss carryforwards and other deferred income tax items.

The Company recognizes interest and penalties related to uncertain tax positions in general and administrative expense. As of March 31, 2016, the Company has no unrecognized uncertain tax positions, including interest and penalties

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COMMITMENTS AND CONTINGENCIES
12 Months Ended
Mar. 31, 2016
COMMITMENTS AND CONTINGENCIES [Text Block]

NOTE 12 – COMMITMENTS AND CONTINGENCIES

Leases

The Company has long-term leases for its offices under cancelable operating leases from August 1, 2013 through September 30, 2017. At March 31, 2016, future minimum contractual obligations were as follows:

    Facilities     Equipment  
Year ending March 31, 2017 $ 87,648   $ 10,436  
Year ending March 31, 2018   42,000     4,348  
Total Minimum Lease Payments: $ 129,648   $ 14,784  

On October 3, 2014, the Company entered into a 3 -year sub-lease agreement requiring a monthly payment of $5,000 for office space in Scottsdale, Arizona, with a basic monthly lease increase to $6,000 per month in second year of the lease and to $7,000 per month in the third year of the lease. The Company shall have the option to extend this lease for one (1) additional three (3) year term for increased monthly rent.

On August 1, 2013 the Company entered into a 3 -year sub-lease agreement requiring a monthly payment of $2,085 for office space in Scottsdale, Arizona, with a basic monthly lease increase of 8% and 7% on each anniversary date. The Company or the landlord can cancel the lease with 30 days’ notice. The sub-lessor is an entity owned by the Company’s Chief Executive Officer and President.

On August 2, 2013 the Company entered into a 4 -year lease agreement for certain office equipment requiring a monthly payment of $870.

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CAPITAL LEASE
12 Months Ended
Mar. 31, 2016
CAPITAL LEASE [Text Block]

NOTE 13 – CAPITAL LEASE

On January 17, 2014, the Company entered into an equipment lease with Water Engineering Solutions LLC, an entity that is controlled and owned by an officer, director and shareholder, for specialized equipment used to make our alkaline water with a stated value of $190,756 and agreed to a 60 month term at $3,864 per month and a purchase option of $1 which commenced on May 1, 2014.

On April 2, 2014, the Company entered into a capital lease agreement with Water Engineering Solutions LLC, an entity that is controlled and owned by an officer, director and shareholder, for specialized equipment used to make our alkaline water with a stated value of $188,000, terms of 60 monthly payments of $3,812, payable 30 days after installation of the equipment and a purchase option of $1.00 which commenced on July 1, 2014.

On October 22, 2014 the Company agreed to purchase the specialized equipment use to make our alkaline water that were previously reflected as capital lease on January 17, 2014 and April 2, 2014. During the quarter ended December 31, 2014, the Company purchased these capital leases of specialized equipment for $347,161, the lease liability on the date of purchase.

On October 22, 2014, the Company entered into a master lease agreement with Veterans Capital Fund, LLC (the “Lessor”) for the secured lease line of credit financing in an amount not to exceed $600,000. The lease is expected to be secured by three new alkaline generating electrolysis system machines. Our wholly-owned subsidiary, Alkaline 88, LLC, and Water Engineering Solutions, LLC acted as co-lessees. Water Engineering Solutions, LLC is an entity that is controlled and owned by our President, Chief Executive Officer, director and major stockholder, Steven P. Nickolas, and our Vice-President, Secretary, Treasurer and director, Richard A. Wright. Pursuant to the master lease agreement, the Lessor agreed to lease to us the equipment described in any equipment schedule signed by us and approved by the Lessor. It is expected that any lease under the master lease agreement will be structured for a three year lease term with fixed monthly lease rental payments based on a monthly lease rate factor of 3.4667% of the Lessor’s capital cost. In connection with the entering into the master lease agreement, the Company also entered into a warrant agreement with the Lessor, pursuant to which the Company agreed to issue a warrant to purchase72,000 shares of our common stock to the Lessor and/or its affiliates at an exercise price of $6.25 per share for a period of five years, 18,000 shares vested.

On February 25, 2015, the Company amended the master lease agreement with Veterans Capital Fund, LLC for the increase in the secured lease line of credit financing to an amount not to exceed $800,000. The lease was secured by new alkaline generating electrolysis system machines by our wholly-owned subsidiary, Alkaline 88, LLC, and Water Engineering Solutions, LLC. Water Engineering Solutions, LLC is an entity that is controlled and owned by our President, Chief Executive Officer, director and major stockholder, Steven P. Nickolas, and our Vice-President, Secretary, Treasurer and director, Richard A. Wright. Pursuant to the master lease agreement, the Lessor agreed to lease to us the equipment described in any equipment schedule signed by us and approved by the Lessor. It is expected that any lease under the master lease agreement will be structured for a three year lease term with fixed monthly lease rental payments based on a monthly lease rate factor of 3.4667% of the Lessor’s capital cost. In connection with the entering into the master lease agreement, the Company entered into a warrant agreement with the Lessor, pursuant to which the Company agreed to cancel the previous issued warrant for72,000 and issue a warrant to purchase 102,000 shares of our common stock to the Lessor and/or its affiliates at an exercise price of $5.00 per share for a period of five years. 18,000 shares vested on October 22, 2014, 13,316 shares on October 28, 2014, 13,606 shares on December 22, 2014, 6,945 shares on February 3, 2015 and 15,799 shares on March 5, 2015. The remaining 18,105 shares will vest on a pro rata basis according to any mounts the Lessor funds pursuant to any lease schedules under the master lease agreement, provided that if the Company draws on 90% or more of the total lease line under the master lease agreement, then all such shares will be deemed to be vested. The Company recorded the bifurcated value of $309,028 of the warrants issued as additional paid in capital, the value was determine using a Black-Scholes, a level 3 valuation measure.

During the year ended March 31, 2015 the Company agreed to lease the specialized equipment used to make our alkaline water with a value of $735,781 under the above Master Lease agreement. The Company evaluated this lease under ASC 840-30 “Leases- Capital Leases” and concluded that these lease where a capital asset.

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NOTES PAYABLE
12 Months Ended
Mar. 31, 2016
NOTES PAYABLE [Text Block]

NOTE 14 – NOTES PAYABLE

On May 11, 2015, the Company entered into a securities purchase agreement with Assurance Funding Solutions LLC, pursuant to which the Company issued a secured term note of our company in the aggregate principal amount of $250,000, together with 20,000 shares of our common stock, in consideration for $250,000. The secured term note bears interest at the rate of 15% per annum and matures on May 11, 2016. The Company may prepay the note by paying the holder 110% of the principal amount outstanding together with accrued but unpaid interest thereon, provided that the Company provide written notice to the holder at least 30 days prior to the date of prepayment. Pursuant to the securities purchase agreement, the Company paid Assurance Funding Solutions LLC $10,000 for legal fees incurred by it and granted it piggyback registration rights. In connection with the securities purchase agreement, the Company also entered into a general security agreement dated May 11, 2015 with Assurance Funding Solutions LLC. The Company evaluated this transaction under ASC 470-20-30 “Debt – liability and equity component” determine that a Debt Discount of $79,000 was provided and will be amortized over the 1 -year term of the note. As of March 31, 2016, $13.167 was unamortized and amortization of debt discount for the year was $65,833.

On August 19, 2015, the Company entered into a securities purchase agreement pursuant to which the Company issued a secured term note of our company in the aggregate principal amount of $240,000, together with 20,000 shares of our common stock, in consideration for $200,000. The secured term note bears requires monthly payments of $20,000 per month, along with a final payment due on August 20, 2016.

On November 30, 2015, the Company entered into a loan agreement with a lender, whereby the lender loaned $750,000 to the company in exchange for a non-negotiable promissory note in the principal amount of $750,000 which bears interest at the rate of 15% per annum and matures on the date that is 60 days after November 30, 2015. On January 25, 2016 the note term was extended to March 31, 2016. This loan was repaid on March 4, 2016.

The loan agreement provides that the Company’s obligations to the lender will be secured by an escrow agreement, pursuant to which the Company deposited into escrow a certificate representing $1.5 million worth of shares of its common stock. Pursuant to the escrow agreement, the Company deposited a share certificate representing 526,316 shares of the Company common stock valued at $1.5 million. Pursuant to the escrow agreement, (i) in the event that there is any event of default that is not cured in accordance with the loan agreement, the escrow agent is to deliver the certificate to the lender and (ii) in the event that the company repays the loan pursuant to the loan agreement and there is no event of default that is not cured in accordance with the loan agreement at the time of repayment, the escrow agent is to deliver the certificate to the transfer agent of our company and request the transfer agent to cancel the escrowed shares.

Pursuant to the loan agreement, the Company also granted piggyback registration rights to the lender with respect to the escrowed shares.

As of January 25, 2016, the Company entered into a loan agreement with a lender, whereby the Lender loaned $750,000 to our company in exchange for a non-negotiable promissory note in the principal amount of $750,000. The Note bears interest at the rate of 15% per annum and matures on March 31, 2016. This loan was repaid on March 4, 2016.

The loan agreement provides that our obligations to the Lender will be secured by an escrow agreement, pursuant to which the Company will deposit into escrow a certificate representing 1,500,000 shares of our common stock. As of January 25, 2016, the Company entered into an escrow agreement with the Lender and an escrow agent. Pursuant to the escrow agreement, the Company deposited a share certificate representing the escrowed shares with the escrow agent. Pursuant to the escrow agreement, (i) in the event that there is any event of default that is not cured in accordance with the loan agreement, the escrow agent is to deliver the certificate to the Lender and (ii) in the event that our company repays the loan pursuant to the Loan Agreement and there is no event of default that is not cured in accordance with the loan agreement at the time of repayment, the escrow agent is to deliver the Certificate to the transfer agent of our company and request the transfer agent to cancel the escrowed shares.

Pursuant to the loan agreement, the Company also granted piggyback registration rights to the Lender with respect to the escrowed shares.

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CONVERTIBLE NOTES PAYABLE
12 Months Ended
Mar. 31, 2016
CONVERTIBLE NOTES PAYABLE [Text Block]

NOTE 15 – CONVERTIBLE NOTES PAYABLE

On June 29, 2015 the Company entered into a $50,000 Convertible promissory note was convertible into Common stock at $3.50 per share. The Convertible promissory note had an 8% annual interest rate, 1 -year term and rights to 14,286 warrants with a two year term an exercise price of $5.00 per share. The Company evaluated this transaction under ASC 470-20 “Debt with Conversion and Other Options” and determined that a discount of $50,000 was provided and will be amortized over the 1 -year term of the note. As of March 31, 2016 $50,000 was converted into 88,912 shares of common stock and the discount was fully amortized.

On July 1, 2015 the Company entered into a $25,000 Convertible promissory note was convertible into Common stock at $3.50 per share. The Convertible promissory note had an 8% annual interest rate, 1 -year term and rights to 7,143 warrants with a two year term an exercise price of $5.00 per share. The Company evaluated this transaction under ASC 470-20 “Debt with Conversion and Other Options” and determined that a discount of $25,000 was provided and will be amortized over the 1 -year term of the note. As of December 31, 2015 $12,500 was amortized. As of March 31, 2016 $25,000 was converted into 44,455 shares of common stock and the discount was fully amortized.

On July 1, 2015 the Company entered into a $25,000 Convertible promissory note was convertible into Common stock at $3.50 per share. The Convertible promissory note had an 8% annual interest rate, 1 -year term and rights to 7,143 warrants with a two year term an exercise price of $5.00 per share. The Company evaluated this transaction under ASC 470-20 “Debt with Conversion and Other Options” and determined that a discount of $25,000 was provided and will be amortized over the 1 -year term of the note. As of December 31, 2015 $12,500 was amortized. As of March 31, 2016 $25,000 was converted into 44,455 shares of common stock and the discount was fully amortized.

On July 1, 2015 the Company entered into a $25,000 Convertible promissory note was convertible into Common stock at $3.50 per share. The Convertible promissory note had an 8% annual interest rate, 1 -year term and rights to 7,143 warrants with a two year term an exercise price of $5.00 per share. The Company evaluated this transaction under ASC 470-20 “Debt with Conversion and Other Options” and determined that a discount of $25,000 was provided and will be amortized over the 1 -year term of the note. As of December 31, 2015, 12,500 was amortized. As of March 31, 2016 $25,000 was converted into 44,455 shares of common stock and the discount was fully amortized.

On July 7, 2015 the Company entered into a $25,000 Convertible promissory note was convertible into Common stock at $3.50 per share. The Convertible promissory note had an 8% annual interest rate, 1 -year term and rights to 7,143 warrants with a two year term an exercise price of $5.00 per share. The Company evaluated this transaction under ASC 470-20 “Debt with Conversion and Other Options” and determined that a discount of $25,000 was provided and will be amortized over the 1 -year term of the note. As of December 31, 2015 $12,500 was amortized. As of March 31, 2016 $25,000 was converted into 44,455 shares of common stock and the discount was fully amortized.

On July 13, 2015 the Company entered into a $25,000 Convertible promissory note was convertible into Common stock at $3.50 per share. The Convertible promissory note had an 8% annual interest rate, 1 -year term and rights to 7,143 warrants with a two year term an exercise price of $5.00 per share. The Company evaluated this transaction under ASC 470-20 “Debt with Conversion and Other Options” and determined that a discount of $25,000 was provided and will be amortized over the 1 -year term of the note. As of December 31, 2015 $12,500 was amortized.

As of March 31, 2016 $25,000 was converted into 44,455 shares of common stock and the discount was fully amortized.

On July 17, 2015 the Company entered into a $25,000 Convertible promissory note was convertible into Common stock at $3.50 per share. The Convertible promissory note had an 8% annual interest rate, 1 -year term and rights to 7,143 warrants with a two year term an exercise price of $5.00 per share. The Company evaluated this transaction under ASC 470-20 “Debt with Conversion and Other Options” and determined that a discount of $25,000 was provided and will be amortized over the 1 -year term of the note. As of December 31, 2015 $12,500 was amortized. As of March 31, 2016 $25,000 was converted into 44,455 shares of common stock and the discount was fully amortized.

On September 28, 2015 the Company entered into a $75,000 Convertible promissory note was convertible into Common stock at $3.50 per share. The Convertible promissory note had a 15% annual interest rate, 7 -month term and rights to 32,000 warrants with a two year term an exercise price of $5.00 per share and 10,000 shares of restricted stock. The Company evaluated this transaction under ASC 470-20 “Debt with Conversion and Other Options” and determined that a discount of $75,000 was provided and will be amortized over the 7 -month term of the note. As of December 31, 2015 $18,750 was amortized. As of March 31, 2016 $75,000 was converted into 270,000 shares of common stock and the discount was fully amortized.

On October 5, 2015 the Company entered into a convertible promissory note for $25,000 that was convertible into common stock at $3.50 per share. The Convertible promissory note had an 8% annual interest rate, 1 -year term and rights to 7,143 warrants with a two year term an exercise price of $5.00 per share. The Company evaluated this transaction under ASC 470-20 “Debt with Conversion and Other Options” and determined that a discount of $25,000 was provided and will be amortized over the 1 -year term of the note. As of March 31, 2016 $25,000 was converted into 44,455 shares of common stock and the discount was fully amortized.

On November 13, 2015 the Company entered into a convertible promissory note for $50,000 that was convertible into common stock at $3.50 per share. The convertible promissory note had an 8% annual interest rate, 1 -year term and rights to 14,286 warrants with a two year term an exercise price of $5.00 per share. The Company evaluated this transaction under ASC 470-20 “Debt with Conversion and Other Options” and determined that a discount of $50,000 was provided and will be amortized over the 1 -year term of the note. On December 16, 2015 the note was paid in full and the Company paid a $5,000 pre-payment penalty which the Company changed to interest expense and fully amortized the $50,000 discount.

On March 31, 2016, the Company entered into a promissory note and warrant exchange agreement (the March Exchange Agreement”) with six holders of our promissory notes (each, a “Note”) in the aggregate principal amount of $310,000 and warrants (each, a “March Warrant”) to purchase an aggregate of 88,563 shares of our common stock, whereby the Company exchanged the holders’ Notes and March Warrants, for no additional consideration, for an aggregate of 551,246 shares of our common stock (the “March Exchange”), and following the March Exchange, the Notes and March Warrants were automatically cancelled and terminated and the holders have no further rights pursuant to the Notes, March Warrants and any agreement or instrument pursuant to which such Notes or March Warrants were issued.

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SUBSEQUENT EVENTS
12 Months Ended
Mar. 31, 2016
SUBSEQUENT EVENTS [Text Block]

NOTE 16 – SUBSEQUENT EVENTS

On April 1, 2016, the Company issued 5,000 common shares to consultant for services rendered that were valued at the market value on that date of $1.65 per share.

On April 1, 201, the Company issued 12,500 common shares to consultant for services rendered that were valued at the market value on that date of $1.65 per share.

On of May 16, 2016, the Company entered into a warrant exchange agreement (the “May Exchange Agreement”) with six holders of our warrants (each, a “May Warrant”) to purchase an aggregate of 163,202 shares of our common stock, whereby the Company exchanged the holders’ May Warrants, for no additional consideration, for an aggregate of 163,202 shares of our common stock (the “May Exchange”), and following the May Exchange, the May Warrants were automatically cancelled and terminated and the holders have no further rights pursuant to the May Warrants and any agreement or instrument pursuant to which such May Warrants were issued.

On June 1, 2016, the Company issued 65,000 common shares to consultant for services rendered that were valued at the market value on that date of $1.75 per share.

On June 10, 2016, the Company entered into loan agreements with five lenders, pursuant to which the Company issued promissory notes in the aggregate principal amount of $260,000 in exchange for the loan in the amount of $260,000. The promissory notes bear interest at the rate of 10% per annum, payable quarterly. Payment of the principal and interest is due and payable on or before June 10, 2017. The lenders have the option to convert the amount due under the promissory notes into shares of our common stock at a conversion price of $1.00 per share.

On June 14, 2016, pursuant to the May Exchange Agreement, the Company issued an aggregate of 163,202 shares of our common stock upon exchange of the above mentioned May Warrants valued at the market value on that date of $1.98 per share.

On July 6, 2016, the Company issued an aggregate of 425,000 shares of our common stock to three investors in a private placement, at a purchase price of $1.00 per share for gross proceeds of $425,000.

XML 36 R23.htm IDEA: XBRL DOCUMENT v3.5.0.2
Summary of Significant Accounting Policies (Policies)
12 Months Ended
Mar. 31, 2016
Basis of presentation [Policy Text Block]

Basis of presentation

The audited consolidated financial statements included herein, presented in accordance with United States generally accepted accounting principles and stated in U.S. dollars, have been prepared by the Company, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading.

These statements reflect all adjustments, consisting of normal recurring adjustments, which in the opinion of management, are necessary for fair presentation of the information contained therein.

Principles of consolidation [Policy Text Block]

Principles of consolidation

The consolidated financial statements include the accounts of The Alkaline Water Company Inc. (a Nevada Corporation), Alkaline Water Corp. (an Arizona Corporation) and Alkaline 88, LLC (an Arizona Limited Liability Company).

All significant intercompany balances and transactions have been eliminated. The Alkaline Water Company Inc. (a Nevada Corporation), Alkaline Water Corp. (an Arizona Corporation) and Alkaline 88, LLC (an Arizona Limited Liability Company) will be collectively referred herein to as the “Company”. Any reference herein to “The Alkaline Water Company Inc.”, the “Company”, “we”, “our” or “us” is intended to mean The Alkaline Water Company Inc., including the subsidiaries indicated above, unless otherwise indicated.

Reverse Split [Policy Text Block]

Reverse split

Effective December 30, 2015, the Company effected a fifty for one reverse stock split of its authorized and issued and outstanding shares of common stock. As a result, the authorized common stock has decreased from 1,125,000,000 shares of common stock, with a par value of $0.001 per share, to 22,500,000 shares of common stock, with a par value of $0.001 per share. All shares and per share amounts have been retroactively restated to reflect such split.

On January 21, 2016, stockholders of our company approved, by written consents, an amendment to the articles of incorporation of our company to increase the number of authorized shares of our common stock from 22,500,000 to 200,000,000.

The Company received written consents representing 20,776,000 votes from the holders of shares of its common stock and our Series A Preferred Stock voting as a single class, representing approximately 61% of the voting power of its outstanding common stock and its outstanding Series A Preferred Stock voting as a single class as of the record date (January 12, 2016). On January 21, 2016, there were no written consents received by the Company representing a vote against, abstention or broker non-vote with respect to the proposal.

Our authorized preferred stock was not affected by the reverse stock split and continues to be 100,000,000 shares of preferred stock, with a par value of $0.001 per share. In addition, the number of issued and outstanding shares of Series A Preferred Stock continues to be 20,000,000. However, holders of Series A Preferred Stock had 0.2 vote per share of Series A Preferred Stock, instead of 10 votes per share of Series A Preferred Stock, as a result of the reverse stock split.

On January 22, 2016, the Company amended the certificate of designation for our Series A Preferred Stock by filing an amendment to certificate of designation with the Secretary of State of the State of Nevada. The Company amended the certificate of designation for our Series A Preferred Stock by deleting Section 2.2 of the certificate of designation, which proportionately increases or decreases the number of votes per share of Series A Preferred Stock in the event of any dividend or other distribution on our common stock payable in its common stock or a subdivision or consolidation of the outstanding shares of its common stock. Accordingly, holders of Series A Preferred Stock will have 10 votes per share of Series A Preferred Stock, instead of 0.2 votes per share of Series A Preferred Stock.

Use of Estimates [Policy Text Block]

Use of estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ significantly from those estimates.

Cash and Cash Equivalents [Policy Text Block]

Cash and cash equivalents

The Company considers all highly liquid instruments with an original maturity of three months or less to be considered cash equivalents. The carrying value of these investments approximates fair value. The Company had $1,192,119 and $90,113 in cash and cash equivalents at March 31, 2016 and 2015, respectively.

Accounts Receivable and Allowance for Doubtful Accounts [Policy Text Block]

Accounts receivable and allowance for doubtful accounts

The Company generally does not require collateral, and the majority of its trade receivables are unsecured. The carrying amount for accounts receivable approximates fair value.

Accounts receivable consisted of the following as of March 31, 2016 and 2015:

    2016     2015  
Trade receivables $ 911,390   $ 426,862  
Less: Allowance for doubtful accounts   (-0- )   (10,489 )
Net accounts receivable $ 911,390   $ 416,373  

Accounts receivable are periodically evaluated for collectability based on past credit history with clients. Provisions for losses on accounts receivable are determined on the basis of loss experience, known and inherent risk in the account balance and current economic conditions.

Inventory [Policy Text Block]

Inventory

Inventory represents raw and blended chemicals and other items valued at the lower of cost or market with cost determined using the weight average method which approximates first-in first-out method, and with market defined as the lower of replacement cost or realizable value.

As of March 31, 2016 and 2015, inventory consisted of the following:

    2016     2015  
Raw materials $ 300,575   $ 145,329  
Finished goods   134,133     48,026  
Total inventory $ 434,708   $ 193,355  
Property and Equipment [Policy Text Block]

Property and equipment

The Company records all property and equipment at cost less accumulated depreciation. Improvements are capitalized while repairs and maintenance costs are expensed as incurred. Depreciation is calculated using the straight-line method over the estimated useful life of the assets or the lease term, whichever is shorter. Depreciation periods are as follows for the relevant fixed assets:

 Equipment 5 years
Equipment under capital lease 3 years or term of the lease
Stock-based Compensation [Policy Text Block]

Stock-based Compensation

The Company accounts for stock-based compensation to employees in accordance with Accounting Standards Codification (“ASC”) 718. Stock-based compensation to employees is measured at the grant date, based on the fair value of the award, and is recognized as expense over the requisite employee service period. The Company accounts for stock-based compensation to other than employees in accordance with ASC 505-50. Equity instruments issued to other than employees are valued at the earlier of a commitment date or upon completion of the services, based on the fair value of the equity instruments and is recognized as expense over the service period. The Company estimates the fair value of stock-based payments using the Black-Scholes option-pricing model for common stock options and warrants and the closing price of the Company’s common stock for common share issuances.

Advertising [Policy Text Block]

Advertising

Advertising costs are charged to operations when incurred. Advertising expenses for the years ended March 31, 2016 and 2015 were $244,890 and $499,978, respectively.

Revenue Recognition [Policy Text Block]

Revenue recognition

The Company recognizes revenue when all of the following conditions are satisfied: (1) there is persuasive evidence of an arrangement; (2) the product or service has been provided to the customer; (3) the amount to be paid by the customer is fixed or determinable; and (4) the collection of such amount is probable.

The Company records revenue when it is realizable and earned upon shipment of the finished products. The Company does not accept returns due to the nature of the product. However, the Company will provide credit to our customers for damaged goods.

Fair Value Measurements [Policy Text Block]

Fair value measurements

The valuation of our embedded derivatives and warrant derivatives are determined primarily by the multinomial distribution (Lattice) model. An embedded derivative is a derivative instrument that is embedded within another contract, which under the convertible note (the host contract) includes the right to convert the note by the holder, certain default redemption right premiums and a change of control premium (payable in cash if a fundamental change occurs). In accordance with ASC 815 “ Accounting for Derivative Instruments and Hedging Activities” , as amended, these embedded derivatives are marked-to-market each reporting period, with a corresponding non-cash gain or loss charged to the current period. A warrant derivative liability is also determined in accordance with ASC 815. Based on ASC 815, warrants which are determined to be classified as derivative liabilities are marked-to-market each reporting period, with a corresponding non-cash gain or loss charged to the current period. The practical effect of this has been that when our stock price increases so does our derivative liability resulting in a non-cash loss charge that reduces our earnings and earnings per share. When our stock price declines, the Company records a non-cash gain, increasing our earnings and earnings per share. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, there exists a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:

Level 1

unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access as of the measurement date.

 

 

Level 2

inputs other than quoted prices included within Level 1 that are directly observable for the asset or liability or indirectly observable through corroboration with observable market data.

 

 

Level 3

unobservable inputs for the asset or liability only used when there is little, if any, market activity for the asset or liability at the measurement date.

This hierarchy requires the Company to use observable market data, when available, and to minimize the use of unobservable inputs when determining fair value.

To determine the fair value of our embedded derivatives, management evaluates assumptions regarding the probability of certain future events. Other factors used to determine fair value include our period end stock price, historical stock volatility, risk free interest rate and derivative term. The fair value recorded for the derivative liability varies from period to period. This variability may result in the actual derivative liability for a period either above or below the estimates recorded on our consolidated financial statements, resulting in significant fluctuations in other income (expense) because of the corresponding non-cash gain or loss recorded.

Concentration [Policy Text Block]

Concentration

The Company has 3 major customers that together account for 57% ( 24%, 17%, and 15%, respectively) of accounts receivable at March 31, 2016, and 4 customers that together account for 60% ( 20%, 17%, 12%, and 11%, respectively) of the total revenues earned for the year ended March 31, 2016.

The Company has 4 vendors that accounted for 74% ( 24%, 17%, 17%, and 16%, respectively) of purchases for the year ended March 31, 2016.

The Company has 4 major customers that together account for 64% ( 23%, 18%, 12% and 11%, respectively) of accounts receivable at March 31, 2015, and 3 customers that together account for 47% ( 14%, 12%, and 11%, respectively) of the total revenues earned for the year ended March 31, 2015.

The Company has 5 vendors that accounted for 77% ( 19%, 16%, 16%, 15% and 11%, respectively) of purchases for the year ended March 31, 2015.

Income Taxes [Policy Text Block]

Income taxes

In accordance with ASC 740 “ Accounting for Income Taxes ”, the provision for income taxes is computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.

Basic and Diluted Loss Per Share [Policy Text Block]

Basic and diluted loss per share

Basic and diluted earnings or loss per share (“EPS”) amounts in the consolidated financial statements are computed in accordance ASC 260 – 10 “ Earnings per Share ”, which establishes the requirements for presenting EPS. Basic EPS is based on the weighted average number of common shares outstanding. Diluted EPS is based on the weighted average number of common shares outstanding and dilutive common stock equivalents. Basic EPS is computed by dividing net income or loss available to common stockholders (numerator) by the weighted average number of common shares outstanding (denominator) during the period. Potentially dilutive securities were excluded from the calculation of diluted loss per share, because their effect would be anti-dilutive.

Business Segments [Policy Text Block]

Business segments

The Company operates on one segment in one geographic location the United States of America and, therefore, segment information is not presented.

Fair value of financial instruments [Policy Text Block]

Fair value of financial instruments

The carrying amounts of the company’s financial instruments including accounts payable, accrued expenses, and notes payable approximate fair value due to the relative short period for maturity these instruments.

Environmental Costs [Policy Text Block] Environmental costs

Environmental expenditures that relate to current operations are expensed or capitalized as appropriate. Expenditures that relate to an existing condition caused by past operations, and which do not contribute to current or future revenue generation, are expensed. Liabilities are recorded when environmental assessments and/or remedial efforts are probable, and the cost can be reasonably estimated. Generally, the timing of these accruals coincides with the earlier of completion of a feasibility study or the Company’s commitments to a plan of action based on the then known facts.

The Company incurred no environmental expenses during the years ended March 31, 2016 and 2015, respectively.

Reclassification [Policy Text Block]

Reclassification

Certain accounts in the prior period were reclassified to conform to the current period financial statements presentation.

Newly Issued Accounting Pronouncements [Policy Text Block]

Newly issued accounting pronouncements

In July 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2015-11 (ASU 2015-11) "Simplifying the Measurement of Inventory". According to ASU 2015-11 an entity should measure inventory within the scope of this update at the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. Subsequent measurement is unchanged for inventory measured using LIFO or the retail inventory method. The amendments in ASU 2015-11 more closely align the measurement of inventory in GAAP with the measurement of inventory in International Financial Reporting Standards (IFRS). The Board has amended some of the other guidance in Topic 330 to more clearly articulate the requirements for the measurement and disclosure of inventory. However, the Board does not intend for those clarifications to result in any changes in practice. Other than the change in the subsequent measurement guidance from the lower of cost or market to the lower of cost and net realizable value for inventory within the scope of ASU 2015-11, there are no other substantive changes to the guidance on measurement of inventory. For public business entities, the amendments in ASU 2015-11 are effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. For all other entities, the amendments in ASU 2015-11 are effective for fiscal years beginning after December 15, 2016, and interim periods within fiscal years beginning after December 15, 2017. The amendments in ASU 2015-11 should be applied prospectively with earlier application permitted as of the beginning of an interim or annual reporting period.

The Board decided that the only disclosures required at transition should be the nature of and reason for the change in accounting principle. An entity should disclose that information in the first annual period of adoption and in the interim periods within the first annual period if there is a measurement-period adjustment during the first annual period in which the changes are effective.

The Company has evaluated other recent accounting pronouncements through June 2016 and believes that none of them will have a material effect on our financial statements.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)
12 Months Ended
Mar. 31, 2016
Schedule of Accounts Receivable [Table Text Block]
    2016     2015  
Trade receivables $ 911,390   $ 426,862  
Less: Allowance for doubtful accounts   (-0- )   (10,489 )
Net accounts receivable $ 911,390   $ 416,373  
Schedule of Inventory, Current [Table Text Block]
    2016     2015  
Raw materials $ 300,575   $ 145,329  
Finished goods   134,133     48,026  
Total inventory $ 434,708   $ 193,355  
Straight-line Method of Depreciation [Table Text Block]
 Equipment 5 years
Equipment under capital lease 3 years or term of the lease
XML 38 R25.htm IDEA: XBRL DOCUMENT v3.5.0.2
PROPERTY AND EQUIPMENT (Tables)
12 Months Ended
Mar. 31, 2016
Schedule of Property, Plant and Equipment [Table Text Block]
    March 31, 2016     March 31, 2015  
Machinery and Equipment $ 970,728   $ 625,766  
Machinery under Capital Lease   735,781     735,781  
Office Equipment   53,631     53,631  
Leasehold Improvements   3,979     3,979  
             
Less: Accumulated Depreciation   (537,555 )   (219,257 )
Fixed Assets, net $ 1,226,534   $ 1,199,900  
XML 39 R26.htm IDEA: XBRL DOCUMENT v3.5.0.2
DERIVATIVE LIABILITY (Tables)
1 Months Ended 12 Months Ended
Mar. 31, 2015
Aug. 21, 2014
Aug. 20, 2014
May 01, 2014
Apr. 24, 2014
Mar. 31, 2016
Schedule of Share-based Payment Award, Warrant Liabilities, Valuation Assumptions [Table Text Block]
    Warrants
(including placement agent)
 
Stock price $ 5.40  
Term (Years)   4 to 5  
Volatility   148%  
Exercise prices $ 27.50 to 6.50  
Dividend yield   0%  
    Existing Warrants  
Stock price $ 8.50  
Term (Years)   5  
Volatility   247%  
Exercise prices $ 5.00  
Dividend yield   0%  
    New Warrants  
Stock price $ 6.00  
Term (Years)   5  
Volatility   247%  
Exercise prices $ 6.50  
Dividend yield   0%  
          Placement Agent  
    Issuance Warrants     Warrants  
Stock price $ 7.50   $ 7.50  
Term (Years)   5     5  
Volatility   306%     306%  
Exercise prices $ 7.50   $ 9.375  
Dividend yield   0%     0%  
    Conversion feature  
Stock price $ 16.3275  
Term (Years)   Less than 1  
Volatility   331%  
Exercise prices $ 21.50  
Dividend yield   0%  
    Warrants
(including placement agent)
 
Stock price $ 1.950  
Term (Years)   3 to 4  
Volatility   126%  
Exercise prices $ 27.50 to 0.33  
Dividend yield   0%  
Schedule of Derivative Instruments in Statement of Financial Position, Fair Value [Table Text Block]
          Fair Value Measurement at March 31, 2015  
    Carrying                    
    Value at                    
    March 31, 2015     Level 1     Level 2     Level 3  
Liabilities:                        
                         
Derivative convertible debt liability $   -   $   -   $   -   $   -  
Derivative warrant liability convertible preferred stock $ 176,486   $   -   $   -   $ 176,486  
Derivative warrants liability on common stock issuance including placement agent warrants $ 18,454   $   -   $   -   $ 18,454  
Total derivative liability $ 194,940   $   -   $   -   $ 194,940  
          Fair Value Measurement at August 21, 2014  
    Carrying                          
    Value at                          
    August 21, 2014     Level 1     Level 2     Level 3  
Liabilities:                        
                         
Derivative warrant liability $ 149,687   $   -   $             -   $ 149,687  
 
          Fair Value Measurement at May 1, 2014  
    Carrying                    
    Value at                    
    May 1, 2014     Level 1     Level 2     Level 3  
Liabilities:                        
                         
Derivative warrant liability $ 216,236   $   -   $   -   $ 216,236  
Derivative placement agent warrant liability $ 23,787   $   -   $   -   $ 23,787  
Total derivative liability $ 240,023   $   -   $   -   $ 240,023  
 
          Fair Value Measurement at March 31, 2016  
    Carrying                    
    Value at                    
    March 31, 2015     Level 1     Level 2     Level 3  
Liabilities:                        
                         
Derivative convertible debt liability $   -   $   -   $   -   $   -  
Derivative warrant liability convertible preferred stock $ 8,291   $   -   $   -   $ 8,291  
Derivative warrants liability on common stock issuance including placement agent warrants $ 2,852   $   -   $   -   $ 2,852  
Total derivative liability $ 11,143   $   -   $   -   $ 11,143  
Schedule of Derivative Liabilities at Fair Value [Table Text Block]          
    Year Ended  
    March 31, 2016  
Derivative liability at March 31, 2015 $ 194,940  
Warrants Exercised   (139,829 )
Change in derivative liability – mark to market   (43,968 )
Derivative liability at March 31, 2016 $ 11,143  
XML 40 R27.htm IDEA: XBRL DOCUMENT v3.5.0.2
STOCKHOLDERS EQUITY (Tables)
12 Months Ended
Mar. 31, 2016
Schedule of Stockholders' Equity Note, Warrants or Rights, Valuation Assumptions [Table Text Block]
Market value of stock on purchase date $ 3.75     to   $ 7.10  
Risk-free interest rate   .26%     to     1.42%  
Dividend yield         0.00%        
Volatility factor   116%     to     161%  
Weighted average expected life (years)         2        
Schedules of Proceeds from Restricted Shares [Table Text Block]
Common stock $ 414,036  
Warrant   367,164  
Total proceeds $ 781,200  
XML 41 R28.htm IDEA: XBRL DOCUMENT v3.5.0.2
OPTIONS AND WARRANTS (Tables)
12 Months Ended
Mar. 31, 2016
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block]
                Weighted-  
          Weighted-     Average  
          Average     Remaining  
    Number of     Exercise     Contractual  
    Shares     Price     Term (years)  
Outstanding at March 31, 2014   120,000   $ 30.50     8.5  
Granted   347,040   $ 7.00     8.9  
Exercised   (3,640 ) $ 0.50     9.2  
Expired/Forfeited   (120,000 ) $   -     8.2  
Outstanding at March 31, 2015   343,400   $ 7.00     8.2  
Granted   4,310,000     0.52     7.8  
Exercised   -     -     -  
Expired/Forfeited   -   $   -     -  
Outstanding at March 31, 2016   4,653,400     0.92     7.7  
Exercisable at March 31, 2016   4,653,400     0.92     7.7  
Schedule of Stockholders' Equity Note, Warrants or Rights, Activity [Table Text Block]
          Weighted-  
    Number     Average  
    of Warrants     Exercise Price  
Outstanding at March 31, 2014   166,208   $ 26.00  
   Granted   584,985     6.50  
   Exercised   (290,585 )   (15.50 )
   Cancelled   -     (15.50 )
Outstanding at March 31, 2015   460,608     7.00  
   Granted   4,858,057     1.22  
   Exercised   (254,763 )   8.00  
   Cancelled or Expired   (75,786 )   6.00  
Outstanding at March 31, 2016   4,988,116     1.39  
Warrants exercisable at March 31, 2016   4,988,116   $ 1.39  
Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block]
          STOCK WARRANTS OUTSTANDING AND
  EXERCISABLE
    Weighted-
    Average
  Number of Remaining
  Warrants Contractual
Exercise Price Outstanding Life in Years
$5.00 428,629 2.02
$6.25 6,667 3.05
$9.375 19,067 3.55
$27.50 2,326 2.07
$0.50 4,500,000 1.91
Schedule of Share-based Payment Award, Warrants, Valuation Assumptions [Table Text Block]
Market value of stock on purchase date $ 3.75     to   $ 7.10  
Risk-free interest rate   .26%     to     1.42%  
Dividend yield         0.00%        
Volatility factor   116%     to     161%  
Weighted average expected life (years)         2        
XML 42 R29.htm IDEA: XBRL DOCUMENT v3.5.0.2
RELATED PARTY TRANSACTIONS (Tables)
12 Months Ended
Mar. 31, 2016
Schedule of Stock Options for Directors and Executive Officers [Table Text Block]
      New Exercise    
    Old Exercise Price per   Number of Stock
Name of Optionee Grant Date Price per Share Share Expiration Date Options
Steven P. Nickolas October 9, 2013 $30.25 $7.50 October 9, 2023 60,000
Richard A. Wright October 9, 2013 $30.25 $7.50 October 9, 2023 60,000
XML 43 R30.htm IDEA: XBRL DOCUMENT v3.5.0.2
INCOME TAXES (Tables)
12 Months Ended
Mar. 31, 2016
Schedule of Deferred Tax Assets and Liabilities [Table Text Block]
    2016     2015  
Deferred income tax assets: $ 2,100,000   $ 1,270,000  
Valuation allowance   (2,100,000 )   (1,270,000 )
Net total $   -   $   -  
XML 44 R31.htm IDEA: XBRL DOCUMENT v3.5.0.2
COMMITMENTS AND CONTINGENCIES (Tables)
12 Months Ended
Mar. 31, 2016
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block]
    Facilities     Equipment  
Year ending March 31, 2017 $ 87,648   $ 10,436  
Year ending March 31, 2018   42,000     4,348  
Total Minimum Lease Payments: $ 129,648   $ 14,784  
XML 45 R32.htm IDEA: XBRL DOCUMENT v3.5.0.2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Narrative) (Details)
12 Months Ended
Mar. 31, 2016
USD ($)
$ / shares
shares
Summary Of Significant Accounting Policies 1 | shares 1,125,000,000
Summary Of Significant Accounting Policies 2 | $ / shares $ 0.001
Summary Of Significant Accounting Policies 3 | shares 22,500,000
Summary Of Significant Accounting Policies 4 | $ / shares $ 0.001
Summary Of Significant Accounting Policies 5 22,500,000
Summary Of Significant Accounting Policies 6 200,000,000
Summary Of Significant Accounting Policies 7 20,776,000
Summary Of Significant Accounting Policies 8 61.00%
Summary Of Significant Accounting Policies 9 | shares 100,000,000
Summary Of Significant Accounting Policies 10 | $ / shares $ 0.001
Summary Of Significant Accounting Policies 11 20,000,000
Summary Of Significant Accounting Policies 12 0.2
Summary Of Significant Accounting Policies 13 10
Summary Of Significant Accounting Policies 14 2.2
Summary Of Significant Accounting Policies 15 10
Summary Of Significant Accounting Policies 16 0.2
Summary Of Significant Accounting Policies 17 $ 1,192,119
Summary Of Significant Accounting Policies 18 90,113
Summary Of Significant Accounting Policies 19 244,890
Summary Of Significant Accounting Policies 20 $ 499,978
Summary Of Significant Accounting Policies 21 3
Summary Of Significant Accounting Policies 22 57.00%
Summary Of Significant Accounting Policies 23 24.00%
Summary Of Significant Accounting Policies 24 17.00%
Summary Of Significant Accounting Policies 25 15.00%
Summary Of Significant Accounting Policies 26 4
Summary Of Significant Accounting Policies 27 60.00%
Summary Of Significant Accounting Policies 28 20.00%
Summary Of Significant Accounting Policies 29 17.00%
Summary Of Significant Accounting Policies 30 12.00%
Summary Of Significant Accounting Policies 31 11.00%
Summary Of Significant Accounting Policies 32 4
Summary Of Significant Accounting Policies 33 74.00%
Summary Of Significant Accounting Policies 34 24.00%
Summary Of Significant Accounting Policies 35 17.00%
Summary Of Significant Accounting Policies 36 17.00%
Summary Of Significant Accounting Policies 37 16.00%
Summary Of Significant Accounting Policies 38 4
Summary Of Significant Accounting Policies 39 64.00%
Summary Of Significant Accounting Policies 40 23.00%
Summary Of Significant Accounting Policies 41 18.00%
Summary Of Significant Accounting Policies 42 12.00%
Summary Of Significant Accounting Policies 43 11.00%
Summary Of Significant Accounting Policies 44 3
Summary Of Significant Accounting Policies 45 47.00%
Summary Of Significant Accounting Policies 46 14.00%
Summary Of Significant Accounting Policies 47 12.00%
Summary Of Significant Accounting Policies 48 11.00%
Summary Of Significant Accounting Policies 49 5
Summary Of Significant Accounting Policies 50 77.00%
Summary Of Significant Accounting Policies 51 19.00%
Summary Of Significant Accounting Policies 52 16.00%
Summary Of Significant Accounting Policies 53 16.00%
Summary Of Significant Accounting Policies 54 15.00%
Summary Of Significant Accounting Policies 55 11.00%
XML 46 R33.htm IDEA: XBRL DOCUMENT v3.5.0.2
GOING CONCERN (Narrative) (Details)
12 Months Ended
Mar. 31, 2016
USD ($)
Going Concern 1 $ 19,933,934
XML 47 R34.htm IDEA: XBRL DOCUMENT v3.5.0.2
PROPERTY AND EQUIPMENT (Narrative) (Details)
12 Months Ended
Mar. 31, 2016
USD ($)
Property And Equipment 1 $ 318,328
Property And Equipment 2 $ 175,036
XML 48 R35.htm IDEA: XBRL DOCUMENT v3.5.0.2
EQUIPMENT DEPOSITS - RELATED PARTY (Narrative) (Details)
12 Months Ended
Mar. 31, 2016
USD ($)
Equipment Deposits - Related Party 1 $ 312,500
Equipment Deposits - Related Party 2 1,470,741
Equipment Deposits - Related Party 3 0.00
Equipment Deposits - Related Party 4 $ 43,036
XML 49 R36.htm IDEA: XBRL DOCUMENT v3.5.0.2
REVOLVING FINANCING (Narrative) (Details)
12 Months Ended
Mar. 31, 2016
USD ($)
mo
d
Revolving Financing 1 8.00%
Revolving Financing 2 3.25%
Revolving Financing 3 360
Revolving Financing 4 0.50%
Revolving Financing 5 0.25%
Revolving Financing 6 1.00%
Revolving Financing 7 $ 500,000
Revolving Financing 8 900,000
Revolving Financing 9 100,000
Revolving Financing 10 $ 5,000,000
Revolving Financing 11 | mo 24
Revolving Financing 12 | mo 12
Revolving Financing 13 | d 30
Revolving Financing 14 2.00%
Revolving Financing 15 $ 475,273
XML 50 R37.htm IDEA: XBRL DOCUMENT v3.5.0.2
DERIVATIVE LIABILITY (Narrative) (Details)
12 Months Ended
Mar. 31, 2016
USD ($)
$ / shares
shares
Derivative Liability 1 10.00%
Derivative Liability 2 | shares 247
Derivative Liability 3 10.00%
Derivative Liability 4 $ 247,171
Derivative Liability 5 46,456
Derivative Liability 6 10,212
Derivative Liability 7 $ 56,098
Derivative Liability 8 | shares 346,667
Derivative Liability 9 | shares 173,333
Derivative Liability 10 $ 2,599,999
Derivative Liability 11 | $ / shares $ 7.50
Derivative Liability 12 $ 7.50
Derivative Liability 13 | $ / shares $ 5.00
Derivative Liability 14 | $ / shares $ 6.25
Derivative Liability 15 $ 6.25
Derivative Liability 16 $ 167,384
Derivative Liability 17 | shares 196,589
Derivative Liability 18 | $ / shares $ 5.00
Derivative Liability 19 $ 982,945
Derivative Liability 20 $ 168,273
Derivative Liability 21 5.50%
Derivative Liability 22 19,067
Derivative Liability 23 | $ / shares $ 9.38
Derivative Liability 24 | shares 54,154
Derivative Liability 25 | shares 26,976
Derivative Liability 26 | shares 27,178
Derivative Liability 27 $ 62,986
Derivative Liability 28 | shares 133,791
Derivative Liability 29 | shares 133,791
Derivative Liability 30 $ 76,843
Derivative Liability 31 3.50
Derivative Liability 32 194,940
Derivative Liability 33 0
Derivative Liability 34 11,143
Derivative Liability 35 $ 0
XML 51 R38.htm IDEA: XBRL DOCUMENT v3.5.0.2
PREFERRED SHARES SUBJECT TO MANDATORY REDEMPTION (Narrative) (Details)
12 Months Ended
Mar. 31, 2016
USD ($)
$ / shares
shares
Preferred Shares Subject To Mandatory Redemption 1 | shares 500
Preferred Shares Subject To Mandatory Redemption 2 10.00%
Preferred Shares Subject To Mandatory Redemption 3 | $ / shares $ 1,000
Preferred Shares Subject To Mandatory Redemption 4 $ 500,000
Preferred Shares Subject To Mandatory Redemption 5 | shares 1,162,791
Preferred Shares Subject To Mandatory Redemption 6 | $ / shares $ 0.55
Preferred Shares Subject To Mandatory Redemption 7 | shares 1,162,791
Preferred Shares Subject To Mandatory Redemption 8 | $ / shares $ 0.43
Preferred Shares Subject To Mandatory Redemption 9 | shares 1,162,791
Preferred Shares Subject To Mandatory Redemption 10 | $ / shares $ 0.55
Preferred Shares Subject To Mandatory Redemption 11 10.00%
Preferred Shares Subject To Mandatory Redemption 12 $ 0.43
Preferred Shares Subject To Mandatory Redemption 13 | shares 247.17
Preferred Shares Subject To Mandatory Redemption 14 $ 303,839
Preferred Shares Subject To Mandatory Redemption 15 46,456
Preferred Shares Subject To Mandatory Redemption 16 $ 10,212
Preferred Shares Subject To Mandatory Redemption 17 | shares 252.83
Preferred Shares Subject To Mandatory Redemption 18 796,566
Preferred Shares Subject To Mandatory Redemption 19 | $ / shares $ 0.3174
Preferred Shares Subject To Mandatory Redemption 20 | shares 500.00028
Preferred Shares Subject To Mandatory Redemption 21 | shares 116,279
Preferred Shares Subject To Mandatory Redemption 22 | $ / shares $ 0.55
Preferred Shares Subject To Mandatory Redemption 23 $ 78,000
Preferred Shares Subject To Mandatory Redemption 24 54,288
Preferred Shares Subject To Mandatory Redemption 25 955,927
Preferred Shares Subject To Mandatory Redemption 26 $ 360,082
XML 52 R39.htm IDEA: XBRL DOCUMENT v3.5.0.2
STOCKHOLDERS EQUITY (Narrative) (Details)
12 Months Ended
Mar. 31, 2016
USD ($)
mo
d
$ / shares
shares
Stockholders Equity 1 100,000,000
Stockholders Equity 2 10
Stockholders Equity 3 0.2
Stockholders Equity 4 1,000
Stockholders Equity 5 10.00%
Stockholders Equity 6 | $ / shares $ 1,000
Stockholders Equity 7 20,000,000
Stockholders Equity 8 10,000,000
Stockholders Equity 9 | $ / shares $ 0.001
Stockholders Equity 10 | $ $ 20,000
Stockholders Equity 11 100,000,000
Stockholders Equity 12 | $ / shares $ 0.001
Stockholders Equity 13 20,000,000
Stockholders Equity 14 0.2
Stockholders Equity 15 10
Stockholders Equity 16 2.2
Stockholders Equity 17 10
Stockholders Equity 18 0.2
Stockholders Equity 19 3,000,000
Stockholders Equity 20 | $ $ 15,000,000
Stockholders Equity 21 | mo 12
Stockholders Equity 22 3,000,000
Stockholders Equity 23 1,500,000
Stockholders Equity 24 1,125,000,000
Stockholders Equity 25 | $ $ 0.001
Stockholders Equity 26 15
Stockholders Equity 27 1
Stockholders Equity 28 | $ $ 0.001
Stockholders Equity 29 109,500,000
Stockholders Equity 30 43,000,000
Stockholders Equity 31 100.00%
Stockholders Equity 32 75,000,000
Stockholders Equity 33 1,125,000,000
Stockholders Equity 34 | $ / shares $ 0.001
Stockholders Equity 35 22,500,000
Stockholders Equity 36 | $ / shares $ 0.001
Stockholders Equity 37 22,500,000
Stockholders Equity 38 200,000,000
Stockholders Equity 39 20,776,000
Stockholders Equity 40 61.00%
Stockholders Equity 41 | $ / shares $ 3.50
Stockholders Equity 42 | $ / shares $ 5.00
Stockholders Equity 43 223,200
Stockholders Equity 44 223,200
Stockholders Equity 45 223,200
Stockholders Equity 46 | $ $ 781,200
Stockholders Equity 47 223,200
Stockholders Equity 48 223,200
Stockholders Equity 49 223,200
Stockholders Equity 50 346,667
Stockholders Equity 51 173,333
Stockholders Equity 52 | $ $ 2,599,999
Stockholders Equity 53 | $ / shares $ 7.50
Stockholders Equity 54 | $ $ 7.50
Stockholders Equity 55 8.00%
Stockholders Equity 56 | $ $ 208,000
Stockholders Equity 57 1.00%
Stockholders Equity 58 | $ $ 26,000
Stockholders Equity 59 5.50%
Stockholders Equity 60 19,067
Stockholders Equity 61 | $ / shares $ 9.38
Stockholders Equity 62 9,000,000
Stockholders Equity 63 4,500,000
Stockholders Equity 64 | $ $ 2,970,000
Stockholders Equity 65 | $ / shares $ 0.50
Stockholders Equity 66 | $ $ 0.33
Stockholders Equity 67 | $ 1,500,000
Stockholders Equity 68 | $ $ 1,500,000
Stockholders Equity 69 526,316
Stockholders Equity 70 1,500,000
Stockholders Equity 71 2,000
Stockholders Equity 72 | $ / shares $ 7.50
Stockholders Equity 73 2,000
Stockholders Equity 74 | $ / shares $ 6.50
Stockholders Equity 75 20,000
Stockholders Equity 76 | $ / shares $ 6.50
Stockholders Equity 77 5,000
Stockholders Equity 78 | $ / shares $ 6.05
Stockholders Equity 79 | $ $ 25,000
Stockholders Equity 80 7,000
Stockholders Equity 81 3,500
Stockholders Equity 82 1,400
Stockholders Equity 83 1,400
Stockholders Equity 84 700
Stockholders Equity 85 20,000
Stockholders Equity 86 | $ / shares $ 875
Stockholders Equity 87 40,000
Stockholders Equity 88 10,000
Stockholders Equity 89 10,000
Stockholders Equity 90 | d 45
Stockholders Equity 91 10,000
Stockholders Equity 92 | d 90
Stockholders Equity 93 10,000
Stockholders Equity 94 | d 135
Stockholders Equity 95 1,000
Stockholders Equity 96 | $ / shares $ 6.75
Stockholders Equity 97 6,000
Stockholders Equity 98 | $ / shares $ 5.00
Stockholders Equity 99 800
Stockholders Equity 100 | $ / shares $ 5.65
Stockholders Equity 101 1,000
Stockholders Equity 102 | $ / shares $ 3.50
Stockholders Equity 103 24,500
Stockholders Equity 104 | $ / shares $ 5.00
Stockholders Equity 105 71,000
Stockholders Equity 106 | $ / shares $ 5.00
Stockholders Equity 107 40,000
Stockholders Equity 108 | $ / shares $ 3.50
Stockholders Equity 109 30,000
Stockholders Equity 110 | $ / shares $ 4.85
Stockholders Equity 111 40,000
Stockholders Equity 112 | $ / shares $ 4.00
Stockholders Equity 113 5,000
Stockholders Equity 114 | $ / shares $ 4.00
Stockholders Equity 115 6,000
Stockholders Equity 116 | $ / shares $ 4.85
Stockholders Equity 117 30,000
Stockholders Equity 118 | $ / shares $ 4.70
Stockholders Equity 119 5,000
Stockholders Equity 120 | $ / shares $ 6.75
Stockholders Equity 121 30,000
Stockholders Equity 122 | $ / shares $ 5.45
Stockholders Equity 123 6,000
Stockholders Equity 124 | $ / shares $ 5.05
Stockholders Equity 125 4,000
Stockholders Equity 126 | $ / shares $ 5.00
Stockholders Equity 127 10,000
Stockholders Equity 128 | $ / shares $ 4.90
Stockholders Equity 129 24,000
Stockholders Equity 130 | $ / shares $ 2.15
Stockholders Equity 131 44,000
Stockholders Equity 132 | $ / shares $ 2.15
Stockholders Equity 133 60,000
Stockholders Equity 134 | $ / shares $ 0.90
Stockholders Equity 135 10,000
Stockholders Equity 136 400,000
Stockholders Equity 137 | $ / shares $ 0.52
Stockholders Equity 138 10,000
Stockholders Equity 139 | $ / shares $ 0.85
Stockholders Equity 140 945,000
Stockholders Equity 141 | $ / shares $ 0.99
Stockholders Equity 142 30,000
Stockholders Equity 143 20,000
Stockholders Equity 144 | $ $ 250,000
Stockholders Equity 145 | $ / shares $ 3.95
Stockholders Equity 146 20,000
Stockholders Equity 147 | $ $ 240,000
Stockholders Equity 148 | $ / shares $ 5.75
Stockholders Equity 149 10,000
Stockholders Equity 150 | $ $ 62,000
Stockholders Equity 151 | $ / shares $ 4.25
Stockholders Equity 152 | $ $ 89,100
Stockholders Equity 153 270,000
Stockholders Equity 154 | $ $ 310,000
Stockholders Equity 155 88,563
Stockholders Equity 156 551,246
Stockholders Equity 157 551,246
XML 53 R40.htm IDEA: XBRL DOCUMENT v3.5.0.2
OPTIONS AND WARRANTS (Narrative) (Details)
12 Months Ended
Mar. 31, 2016
USD ($)
yr
$ / shares
shares
Options And Warrants 1 120,000
Options And Warrants 2 60,000
Options And Warrants 3 | $ / shares $ 30.25
Options And Warrants 4 20,000
Options And Warrants 5 10,000
Options And Warrants 6 16,400
Options And Warrants 7 | $ / shares $ 7.50
Options And Warrants 8 10,050
Options And Warrants 9 2,325
Options And Warrants 10 2,325
Options And Warrants 11 1,700
Options And Warrants 12 24,000
Options And Warrants 13 12,000
Options And Warrants 14 | $ / shares $ 8.25
Options And Warrants 15 24,000
Options And Warrants 16 5,000
Options And Warrants 17 | $ / shares $ 7.15
Options And Warrants 18 1,250
Options And Warrants 19 1,250
Options And Warrants 20 1,250
Options And Warrants 21 1,250
Options And Warrants 22 120,000
Options And Warrants 23 60,000
Options And Warrants 24 | $ / shares $ 7.275
Options And Warrants 25 60,000
Options And Warrants 26 60,000
Options And Warrants 27 400,000
Options And Warrants 28 700,000
Options And Warrants 29 120,000
Options And Warrants 30 | $ / shares $ 7.50
Options And Warrants 31 32,000
Options And Warrants 32 | $ / shares $ 5.75
Options And Warrants 33 26,000
Options And Warrants 34 | $ / shares $ 5.00
Options And Warrants 35 17,750
Options And Warrants 36 2,750
Options And Warrants 37 2,750
Options And Warrants 38 2,750
Options And Warrants 39 1,310,000
Options And Warrants 40 | $ / shares $ 0.52
Options And Warrants 41 | yr 7.6
Options And Warrants 42 3,000,000
Options And Warrants 43 1,500,000
Options And Warrants 44 | $ / shares $ 0.52
Options And Warrants 45 | yr 7.6
Options And Warrants 46 9,000,000
Options And Warrants 47 4,500,000
Options And Warrants 48 | $ / shares $ 0.50
Options And Warrants 49 | $ $ 2,425,495
Options And Warrants 50 | $ 4,039,291
Options And Warrants 51 | $ 0
Options And Warrants 52 | $ $ 0
Options And Warrants 53 | $ / shares $ 5.00
Options And Warrants 54 | $ / shares $ 6.25
Options And Warrants 55 196,589
Options And Warrants 56 | $ / shares $ 5.00
Options And Warrants 57 | $ $ 982,945
Options And Warrants 58 196,589
Options And Warrants 59 | yr 5
Options And Warrants 60 | $ / shares $ 6.25
Options And Warrants 61 93,996
Options And Warrants 62 | $ / shares $ 5.00
Options And Warrants 63 | $ $ 469,980
Options And Warrants 64 93,996
Options And Warrants 65 | yr 5
Options And Warrants 66 | $ / shares $ 6.25
Options And Warrants 67 | $ $ 600,000
Options And Warrants 68 3.4667%
Options And Warrants 69 72,000
Options And Warrants 70 | $ / shares $ 6.25
Options And Warrants 71 18,000
Options And Warrants 72 | $ $ 800,000
Options And Warrants 73 3.4667%
Options And Warrants 74 72,000
Options And Warrants 75 102,000
Options And Warrants 76 | $ / shares $ 5.00
Options And Warrants 77 18,000
Options And Warrants 78 13,316
Options And Warrants 79 13,606
Options And Warrants 80 6,945
Options And Warrants 81 15,799
Options And Warrants 82 18,105
Options And Warrants 83 90.00%
Options And Warrants 84 | $ $ 309,028
Options And Warrants 85 | $ $ 50,000
Options And Warrants 86 | $ / shares $ 3.50
Options And Warrants 87 8.00%
Options And Warrants 88 1
Options And Warrants 89 14,286
Options And Warrants 90 | $ / shares $ 5.00
Options And Warrants 91 | $ $ 50,000
Options And Warrants 92 1
Options And Warrants 93 | $ $ 50,000
Options And Warrants 94 88,912
Options And Warrants 95 | $ $ 25,000
Options And Warrants 96 | $ / shares $ 3.50
Options And Warrants 97 8.00%
Options And Warrants 98 1
Options And Warrants 99 7,143
Options And Warrants 100 | $ / shares $ 5.00
Options And Warrants 101 | $ $ 25,000
Options And Warrants 102 1
Options And Warrants 103 | $ $ 25,000
Options And Warrants 104 44,455
Options And Warrants 105 | $ $ 25,000
Options And Warrants 106 | $ / shares $ 3.50
Options And Warrants 107 8.00%
Options And Warrants 108 1
Options And Warrants 109 7,143
Options And Warrants 110 | $ / shares $ 5.00
Options And Warrants 111 | $ $ 25,000
Options And Warrants 112 1
Options And Warrants 113 | $ $ 25,000
Options And Warrants 114 44,455
Options And Warrants 115 | $ $ 25,000
Options And Warrants 116 | $ / shares $ 3.50
Options And Warrants 117 8.00%
Options And Warrants 118 1
Options And Warrants 119 7,143
Options And Warrants 120 | $ / shares $ 5.00
Options And Warrants 121 | $ $ 25,000
Options And Warrants 122 1
Options And Warrants 123 | $ $ 25,000
Options And Warrants 124 44,455
Options And Warrants 125 | $ $ 25,000
Options And Warrants 126 | $ / shares $ 3.50
Options And Warrants 127 8.00%
Options And Warrants 128 1
Options And Warrants 129 7,143
Options And Warrants 130 | $ / shares $ 5.00
Options And Warrants 131 | $ $ 25,000
Options And Warrants 132 1
Options And Warrants 133 | $ $ 25,000
Options And Warrants 134 44,455
Options And Warrants 135 | $ $ 25,000
Options And Warrants 136 | $ / shares $ 3.50
Options And Warrants 137 8.00%
Options And Warrants 138 1
Options And Warrants 139 7,143
Options And Warrants 140 | $ / shares $ 5.00
Options And Warrants 141 | $ $ 25,000
Options And Warrants 142 1
Options And Warrants 143 | $ $ 25,000
Options And Warrants 144 44,455
Options And Warrants 145 | $ $ 25,000
Options And Warrants 146 | $ / shares $ 3.50
Options And Warrants 147 8.00%
Options And Warrants 148 1
Options And Warrants 149 7,143
Options And Warrants 150 | $ / shares $ 5.00
Options And Warrants 151 | $ $ 25,000
Options And Warrants 152 1
Options And Warrants 153 | $ $ 25,000
Options And Warrants 154 44,455
Options And Warrants 155 | $ $ 75,000
Options And Warrants 156 | $ / shares $ 3.50
Options And Warrants 157 15.00%
Options And Warrants 158 7
Options And Warrants 159 32,000
Options And Warrants 160 | $ / shares $ 5.00
Options And Warrants 161 10,000
Options And Warrants 162 | $ $ 75,000
Options And Warrants 163 7
Options And Warrants 164 | $ $ 75,000
Options And Warrants 165 270,000
Options And Warrants 166 | $ $ 10,000
Options And Warrants 167 | $ / shares $ 3.50
Options And Warrants 168 8.00%
Options And Warrants 169 1
Options And Warrants 170 7,143
Options And Warrants 171 | $ / shares $ 5.00
Options And Warrants 172 | $ $ 25,000
Options And Warrants 173 1
Options And Warrants 174 | $ $ 10,000
Options And Warrants 175 17,782
Options And Warrants 176 | $ $ 25,000
Options And Warrants 177 | $ / shares $ 3.50
Options And Warrants 178 8.00%
Options And Warrants 179 1
Options And Warrants 180 7,143
Options And Warrants 181 | $ / shares $ 5.00
Options And Warrants 182 | $ $ 25,000
Options And Warrants 183 1
Options And Warrants 184 | $ $ 25,000
Options And Warrants 185 44,455
Options And Warrants 186 | $ $ 25,000
Options And Warrants 187 | $ / shares $ 3.50
Options And Warrants 188 8.00%
Options And Warrants 189 1
Options And Warrants 190 7,143
Options And Warrants 191 | $ / shares $ 5.00
Options And Warrants 192 | $ $ 25,000
Options And Warrants 193 1
Options And Warrants 194 | $ $ 25,000
Options And Warrants 195 44,455
Options And Warrants 196 | $ $ 50,000
Options And Warrants 197 | $ / shares $ 3.50
Options And Warrants 198 8.00%
Options And Warrants 199 1
Options And Warrants 200 14,286
Options And Warrants 201 | $ / shares $ 5.00
Options And Warrants 202 | $ $ 50,000
Options And Warrants 203 1
Options And Warrants 204 | $ $ 5,000
Options And Warrants 205 | $ $ 50,000
XML 54 R41.htm IDEA: XBRL DOCUMENT v3.5.0.2
RELATED PARTY TRANSACTIONS (Narrative) (Details)
12 Months Ended
Mar. 31, 2016
USD ($)
yr
mo
d
$ / shares
$ / mo
shares
Related Party Transactions 1 | shares 20,000,000
Related Party Transactions 2 | shares 35,000,000
Related Party Transactions 3 | shares 120,000
Related Party Transactions 4 | $ / shares $ 7.50
Related Party Transactions 5 | shares 120,000
Related Party Transactions 6 | shares 60,000
Related Party Transactions 7 | $ / shares $ 7.275
Related Party Transactions 8 | shares 60,000
Related Party Transactions 9 | shares 60,000
Related Party Transactions 10 | shares 120,000
Related Party Transactions 11 | shares 60,000
Related Party Transactions 12 | $ / shares $ 30.25
Related Party Transactions 13 20,000
Related Party Transactions 14 10,000
Related Party Transactions 15 | shares 20,000,000
Related Party Transactions 16 | shares 10,000,000
Related Party Transactions 17 | $ / shares $ 0.001
Related Party Transactions 18 $ 20,000
Related Party Transactions 19 | shares 3,000,000
Related Party Transactions 20 | shares 1,500,000
Related Party Transactions 21 | $ / shares $ 0.52
Related Party Transactions 22 | yr 7.6
Related Party Transactions 23 | shares 3,000,000
Related Party Transactions 24 | shares 1,500,000
Related Party Transactions 25 $ 208,773
Related Party Transactions 26 $ 188,000
Related Party Transactions 27 | mo 60
Related Party Transactions 28 $ 3,812
Related Party Transactions 29 | d 30
Related Party Transactions 30 $ 1.00
Related Party Transactions 31 20,773
Related Party Transactions 32 0
Related Party Transactions 33 201,900
Related Party Transactions 34 208,773
Related Party Transactions 35 10,287
Related Party Transactions 36 $ 190,756
Related Party Transactions 37 60
Related Party Transactions 38 | $ / mo 2,512
Related Party Transactions 39 $ 28,585
Related Party Transactions 40 $ 201,900
Related Party Transactions 41 | mo 60
Related Party Transactions 42 $ 3,864
Related Party Transactions 43 | d 30
Related Party Transactions 44 $ 1.00
Related Party Transactions 45 3
Related Party Transactions 46 $ 2,085
Related Party Transactions 47 8.00%
Related Party Transactions 48 7.00%
Related Party Transactions 49 | d 30
Related Party Transactions 50 $ 690,000
Related Party Transactions 51 690,000
Related Party Transactions 52 21,500
Related Party Transactions 53 115,000
Related Party Transactions 54 10,000
Related Party Transactions 55 5,000
Related Party Transactions 56 2,000
Related Party Transactions 57 100,000
Related Party Transactions 58 70,000
Related Party Transactions 59 7,676
Related Party Transactions 60 5,002
Related Party Transactions 61 278,769
Related Party Transactions 62 $ 312,500
Related Party Transactions 63 | $ / mo 15,000
Related Party Transactions 64 | shares 1,500,000
Related Party Transactions 65 $ 700
Related Party Transactions 66 | $ / mo 5,000
Related Party Transactions 67 | d 90
Related Party Transactions 68 | d 90
Related Party Transactions 69 | mo 36
Related Party Transactions 70 | mo 36
Related Party Transactions 71 | mo 12
Related Party Transactions 72 | mo 24
Related Party Transactions 73 | $ / mo 14,000
Related Party Transactions 74 | shares 1,500,000
Related Party Transactions 75 $ 700
Related Party Transactions 76 | $ / mo 5,000
Related Party Transactions 77 | d 90
Related Party Transactions 78 | d 90
Related Party Transactions 79 | mo 36
Related Party Transactions 80 | mo 36
Related Party Transactions 81 | mo 12
Related Party Transactions 82 | mo 24
XML 55 R42.htm IDEA: XBRL DOCUMENT v3.5.0.2
INCOME TAXES (Narrative) (Details)
12 Months Ended
Mar. 31, 2016
USD ($)
Income Taxes 1 $ 7,790,000
Income Taxes 2 830,000
Income Taxes 3 830,000
Income Taxes 4 $ 1,270,000
XML 56 R43.htm IDEA: XBRL DOCUMENT v3.5.0.2
COMMITMENTS AND CONTINGENCIES (Narrative) (Details)
12 Months Ended
Mar. 31, 2016
USD ($)
d
$ / mo
Commitments And Contingencies 1 3
Commitments And Contingencies 2 $ 5,000
Commitments And Contingencies 3 | $ / mo 6,000
Commitments And Contingencies 4 | $ / mo 7,000
Commitments And Contingencies 5 3
Commitments And Contingencies 6 $ 2,085
Commitments And Contingencies 7 8.00%
Commitments And Contingencies 8 7.00%
Commitments And Contingencies 9 | d 30
Commitments And Contingencies 10 4
Commitments And Contingencies 11 $ 870
XML 57 R44.htm IDEA: XBRL DOCUMENT v3.5.0.2
CAPITAL LEASE (Narrative) (Details)
12 Months Ended
Mar. 31, 2016
USD ($)
mo
d
$ / shares
$ / mo
shares
Capital Lease 1 $ 190,756
Capital Lease 2 | mo 60
Capital Lease 3 | $ / mo 3,864
Capital Lease 4 $ 1
Capital Lease 5 $ 188,000
Capital Lease 6 | mo 60
Capital Lease 7 $ 3,812
Capital Lease 8 | d 30
Capital Lease 9 $ 1.00
Capital Lease 10 347,161
Capital Lease 11 $ 600,000
Capital Lease 12 3.4667%
Capital Lease 13 | $ / shares $ 6.25
Capital Lease 14 | shares 18,000
Capital Lease 15 $ 800,000
Capital Lease 16 3.4667%
Capital Lease 17 | shares 102,000
Capital Lease 18 | $ / shares $ 5.00
Capital Lease 19 | shares 18,000
Capital Lease 20 | shares 13,316
Capital Lease 21 | shares 13,606
Capital Lease 22 | shares 6,945
Capital Lease 23 | shares 15,799
Capital Lease 24 | shares 18,105
Capital Lease 25 90.00%
Capital Lease 26 $ 309,028
Capital Lease 27 $ 735,781
XML 58 R45.htm IDEA: XBRL DOCUMENT v3.5.0.2
NOTES PAYABLE (Narrative) (Details) - 12 months ended Mar. 31, 2016
USD ($)
d
$ / mo
shares
CAD
d
$ / mo
shares
Notes Payable 1 $ 250,000  
Notes Payable 2 | shares 20,000 20,000
Notes Payable 3 $ 250,000  
Notes Payable 4 15.00% 15.00%
Notes Payable 5 110.00% 110.00%
Notes Payable 6 | d 30 30
Notes Payable 7 | CAD   CAD 10,000
Notes Payable 8 $ 79,000  
Notes Payable 9 1 1
Notes Payable 10 $ 13.167  
Notes Payable 11 65,833  
Notes Payable 12 $ 240,000  
Notes Payable 13 | shares 20,000 20,000
Notes Payable 14 $ 200,000  
Notes Payable 15 | $ / mo 20,000 20,000
Notes Payable 16 $ 750,000  
Notes Payable 17 $ 750,000  
Notes Payable 18 15.00% 15.00%
Notes Payable 19 | d 60 60
Notes Payable 20 $ 1,500,000  
Notes Payable 21 | shares 526,316 526,316
Notes Payable 22 $ 1,500,000  
Notes Payable 23 750,000  
Notes Payable 24 $ 750,000  
Notes Payable 25 15.00% 15.00%
Notes Payable 26 | shares 1,500,000 1,500,000
XML 59 R46.htm IDEA: XBRL DOCUMENT v3.5.0.2
CONVERTIBLE NOTES PAYABLE (Narrative) (Details)
12 Months Ended
Mar. 31, 2016
USD ($)
$ / shares
shares
Convertible Notes Payable 1 $ 50,000
Convertible Notes Payable 2 | $ / shares $ 3.50
Convertible Notes Payable 3 8.00%
Convertible Notes Payable 4 1
Convertible Notes Payable 5 | shares 14,286
Convertible Notes Payable 6 | $ / shares $ 5.00
Convertible Notes Payable 7 $ 50,000
Convertible Notes Payable 8 1
Convertible Notes Payable 9 $ 50,000
Convertible Notes Payable 10 | shares 88,912
Convertible Notes Payable 11 $ 25,000
Convertible Notes Payable 12 | $ / shares $ 3.50
Convertible Notes Payable 13 8.00%
Convertible Notes Payable 14 1
Convertible Notes Payable 15 | shares 7,143
Convertible Notes Payable 16 | $ / shares $ 5.00
Convertible Notes Payable 17 $ 25,000
Convertible Notes Payable 18 1
Convertible Notes Payable 19 $ 12,500
Convertible Notes Payable 20 $ 25,000
Convertible Notes Payable 21 | shares 44,455
Convertible Notes Payable 22 $ 25,000
Convertible Notes Payable 23 | $ / shares $ 3.50
Convertible Notes Payable 24 8.00%
Convertible Notes Payable 25 1
Convertible Notes Payable 26 | shares 7,143
Convertible Notes Payable 27 | $ / shares $ 5.00
Convertible Notes Payable 28 $ 25,000
Convertible Notes Payable 29 1
Convertible Notes Payable 30 $ 12,500
Convertible Notes Payable 31 $ 25,000
Convertible Notes Payable 32 | shares 44,455
Convertible Notes Payable 33 $ 25,000
Convertible Notes Payable 34 | $ / shares $ 3.50
Convertible Notes Payable 35 8.00%
Convertible Notes Payable 36 1
Convertible Notes Payable 37 | shares 7,143
Convertible Notes Payable 38 | $ / shares $ 5.00
Convertible Notes Payable 39 $ 25,000
Convertible Notes Payable 40 1
Convertible Notes Payable 41 12,500
Convertible Notes Payable 42 $ 25,000
Convertible Notes Payable 43 | shares 44,455
Convertible Notes Payable 44 $ 25,000
Convertible Notes Payable 45 | $ / shares $ 3.50
Convertible Notes Payable 46 8.00%
Convertible Notes Payable 47 1
Convertible Notes Payable 48 | shares 7,143
Convertible Notes Payable 49 | $ / shares $ 5.00
Convertible Notes Payable 50 $ 25,000
Convertible Notes Payable 51 1
Convertible Notes Payable 52 $ 12,500
Convertible Notes Payable 53 $ 25,000
Convertible Notes Payable 54 | shares 44,455
Convertible Notes Payable 55 $ 25,000
Convertible Notes Payable 56 | $ / shares $ 3.50
Convertible Notes Payable 57 8.00%
Convertible Notes Payable 58 1
Convertible Notes Payable 59 | shares 7,143
Convertible Notes Payable 60 | $ / shares $ 5.00
Convertible Notes Payable 61 $ 25,000
Convertible Notes Payable 62 1
Convertible Notes Payable 63 $ 12,500
Convertible Notes Payable 64 $ 25,000
Convertible Notes Payable 65 | shares 44,455
Convertible Notes Payable 66 $ 25,000
Convertible Notes Payable 67 | $ / shares $ 3.50
Convertible Notes Payable 68 8.00%
Convertible Notes Payable 69 1
Convertible Notes Payable 70 | shares 7,143
Convertible Notes Payable 71 | $ / shares $ 5.00
Convertible Notes Payable 72 $ 25,000
Convertible Notes Payable 73 1
Convertible Notes Payable 74 $ 12,500
Convertible Notes Payable 75 $ 25,000
Convertible Notes Payable 76 | shares 44,455
Convertible Notes Payable 77 $ 75,000
Convertible Notes Payable 78 | $ / shares $ 3.50
Convertible Notes Payable 79 15.00%
Convertible Notes Payable 80 7
Convertible Notes Payable 81 | shares 32,000
Convertible Notes Payable 82 | $ / shares $ 5.00
Convertible Notes Payable 83 | shares 10,000
Convertible Notes Payable 84 $ 75,000
Convertible Notes Payable 85 7
Convertible Notes Payable 86 $ 18,750
Convertible Notes Payable 87 $ 75,000
Convertible Notes Payable 88 | shares 270,000
Convertible Notes Payable 89 $ 25,000
Convertible Notes Payable 90 | $ / shares $ 3.50
Convertible Notes Payable 91 8.00%
Convertible Notes Payable 92 1
Convertible Notes Payable 93 | shares 7,143
Convertible Notes Payable 94 | $ / shares $ 5.00
Convertible Notes Payable 95 $ 25,000
Convertible Notes Payable 96 1
Convertible Notes Payable 97 $ 25,000
Convertible Notes Payable 98 | shares 44,455
Convertible Notes Payable 99 $ 50,000
Convertible Notes Payable 100 | $ / shares $ 3.50
Convertible Notes Payable 101 8.00%
Convertible Notes Payable 102 1
Convertible Notes Payable 103 | shares 14,286
Convertible Notes Payable 104 | $ / shares $ 5.00
Convertible Notes Payable 105 $ 50,000
Convertible Notes Payable 106 1
Convertible Notes Payable 107 $ 5,000
Convertible Notes Payable 108 50,000
Convertible Notes Payable 109 $ 310,000
Convertible Notes Payable 110 | shares 88,563
Convertible Notes Payable 111 | shares 551,246
XML 60 R47.htm IDEA: XBRL DOCUMENT v3.5.0.2
SUBSEQUENT EVENTS (Narrative) (Details)
12 Months Ended
Mar. 31, 2016
USD ($)
$ / shares
shares
Subsequent Events 1 5,000
Subsequent Events 2 | $ / shares $ 1.65
Subsequent Events 3 12,500
Subsequent Events 4 | $ / shares $ 1.65
Subsequent Events 5 163,202
Subsequent Events 6 163,202
Subsequent Events 7 65,000
Subsequent Events 8 | $ / shares $ 1.75
Subsequent Events 9 | $ $ 260,000
Subsequent Events 10 | $ $ 260,000
Subsequent Events 11 10.00%
Subsequent Events 12 | $ / shares $ 1.00
Subsequent Events 13 163,202
Subsequent Events 14 | $ / shares $ 1.98
Subsequent Events 15 425,000
Subsequent Events 16 | $ / shares $ 1.00
Subsequent Events 17 | $ $ 425,000
XML 61 R48.htm IDEA: XBRL DOCUMENT v3.5.0.2
Schedule of Accounts Receivable (Details)
12 Months Ended
Mar. 31, 2016
USD ($)
Summary Of Significant Accounting Policies Schedule Of Accounts Receivable 1 $ 911,390
Summary Of Significant Accounting Policies Schedule Of Accounts Receivable 2 426,862
Summary Of Significant Accounting Policies Schedule Of Accounts Receivable 3 0
Summary Of Significant Accounting Policies Schedule Of Accounts Receivable 4 (10,489)
Summary Of Significant Accounting Policies Schedule Of Accounts Receivable 5 911,390
Summary Of Significant Accounting Policies Schedule Of Accounts Receivable 6 $ 416,373
XML 62 R49.htm IDEA: XBRL DOCUMENT v3.5.0.2
Schedule of Inventory, Current (Details)
12 Months Ended
Mar. 31, 2016
USD ($)
Summary Of Significant Accounting Policies Schedule Of Inventory, Current 1 $ 300,575
Summary Of Significant Accounting Policies Schedule Of Inventory, Current 2 145,329
Summary Of Significant Accounting Policies Schedule Of Inventory, Current 3 134,133
Summary Of Significant Accounting Policies Schedule Of Inventory, Current 4 48,026
Summary Of Significant Accounting Policies Schedule Of Inventory, Current 5 434,708
Summary Of Significant Accounting Policies Schedule Of Inventory, Current 6 $ 193,355
XML 63 R50.htm IDEA: XBRL DOCUMENT v3.5.0.2
Straight-line Method of Depreciation (Details)
12 Months Ended
Mar. 31, 2016
yr
Summary Of Significant Accounting Policies Straight-line Method Of Depreciation 1 5
Summary Of Significant Accounting Policies Straight-line Method Of Depreciation 2 3
XML 64 R51.htm IDEA: XBRL DOCUMENT v3.5.0.2
Schedule of Property, Plant and Equipment (Details)
12 Months Ended
Mar. 31, 2016
USD ($)
Property And Equipment Schedule Of Property, Plant And Equipment 1 $ 970,728
Property And Equipment Schedule Of Property, Plant And Equipment 2 625,766
Property And Equipment Schedule Of Property, Plant And Equipment 3 735,781
Property And Equipment Schedule Of Property, Plant And Equipment 4 735,781
Property And Equipment Schedule Of Property, Plant And Equipment 5 53,631
Property And Equipment Schedule Of Property, Plant And Equipment 6 53,631
Property And Equipment Schedule Of Property, Plant And Equipment 7 3,979
Property And Equipment Schedule Of Property, Plant And Equipment 8 3,979
Property And Equipment Schedule Of Property, Plant And Equipment 9 (537,555)
Property And Equipment Schedule Of Property, Plant And Equipment 10 (219,257)
Property And Equipment Schedule Of Property, Plant And Equipment 11 1,226,534
Property And Equipment Schedule Of Property, Plant And Equipment 12 $ 1,199,900
XML 65 R52.htm IDEA: XBRL DOCUMENT v3.5.0.2
Schedule of Share-based Payment Award, Warrant Liabilities, Valuation Assumptions (Details)
1 Months Ended 12 Months Ended
Mar. 31, 2015
USD ($)
Aug. 21, 2014
USD ($)
Aug. 20, 2014
USD ($)
May 01, 2014
USD ($)
Apr. 24, 2014
USD ($)
Mar. 31, 2016
USD ($)
Derivative Liability Schedule Of Share-based Payment Award, Warrant Liabilities, Valuation Assumptions 1         16.3275  
Derivative Liability Schedule Of Share-based Payment Award, Warrant Liabilities, Valuation Assumptions 2         $ 1  
Derivative Liability Schedule Of Share-based Payment Award, Warrant Liabilities, Valuation Assumptions 3         331.00%  
Derivative Liability Schedule Of Share-based Payment Award, Warrant Liabilities, Valuation Assumptions 4         21.50  
Derivative Liability Schedule Of Share-based Payment Award, Warrant Liabilities, Valuation Assumptions 5         0.00%  
Derivative Liability Schedule Of Share-based Payment Award, Warrant Liabilities, Valuation Assumptions 1       7.50    
Derivative Liability Schedule Of Share-based Payment Award, Warrant Liabilities, Valuation Assumptions 2       7.50    
Derivative Liability Schedule Of Share-based Payment Award, Warrant Liabilities, Valuation Assumptions 3       $ 5    
Derivative Liability Schedule Of Share-based Payment Award, Warrant Liabilities, Valuation Assumptions 4       $ 5    
Derivative Liability Schedule Of Share-based Payment Award, Warrant Liabilities, Valuation Assumptions 5       306.00%    
Derivative Liability Schedule Of Share-based Payment Award, Warrant Liabilities, Valuation Assumptions 6       306.00%    
Derivative Liability Schedule Of Share-based Payment Award, Warrant Liabilities, Valuation Assumptions 7       7.50    
Derivative Liability Schedule Of Share-based Payment Award, Warrant Liabilities, Valuation Assumptions 8       9.375    
Derivative Liability Schedule Of Share-based Payment Award, Warrant Liabilities, Valuation Assumptions 9       0.00%    
Derivative Liability Schedule Of Share-based Payment Award, Warrant Liabilities, Valuation Assumptions 10       0.00%    
Derivative Liability Schedule Of Share-based Payment Award, Warrant Liabilities, Valuation Assumptions 1     6.00      
Derivative Liability Schedule Of Share-based Payment Award, Warrant Liabilities, Valuation Assumptions 2     $ 5      
Derivative Liability Schedule Of Share-based Payment Award, Warrant Liabilities, Valuation Assumptions 3     247.00%      
Derivative Liability Schedule Of Share-based Payment Award, Warrant Liabilities, Valuation Assumptions 4     6.50      
Derivative Liability Schedule Of Share-based Payment Award, Warrant Liabilities, Valuation Assumptions 5     0.00%      
Derivative Liability Schedule Of Share-based Payment Award, Warrant Liabilities, Valuation Assumptions 1   8.50        
Derivative Liability Schedule Of Share-based Payment Award, Warrant Liabilities, Valuation Assumptions 2   $ 5        
Derivative Liability Schedule Of Share-based Payment Award, Warrant Liabilities, Valuation Assumptions 3   247.00%        
Derivative Liability Schedule Of Share-based Payment Award, Warrant Liabilities, Valuation Assumptions 4   5.00        
Derivative Liability Schedule Of Share-based Payment Award, Warrant Liabilities, Valuation Assumptions 5   0.00%        
Derivative Liability Schedule Of Share-based Payment Award, Warrant Liabilities, Valuation Assumptions 1 5.40          
Derivative Liability Schedule Of Share-based Payment Award, Warrant Liabilities, Valuation Assumptions 2 $ 4          
Derivative Liability Schedule Of Share-based Payment Award, Warrant Liabilities, Valuation Assumptions 3 $ 5          
Derivative Liability Schedule Of Share-based Payment Award, Warrant Liabilities, Valuation Assumptions 4 148.00%          
Derivative Liability Schedule Of Share-based Payment Award, Warrant Liabilities, Valuation Assumptions 5 27.50          
Derivative Liability Schedule Of Share-based Payment Award, Warrant Liabilities, Valuation Assumptions 6 6.50          
Derivative Liability Schedule Of Share-based Payment Award, Warrant Liabilities, Valuation Assumptions 7 0.00%          
Derivative Liability Schedule Of Share-based Payment Award, Warrant Liabilities, Valuation Assumptions 1           1.950
Derivative Liability Schedule Of Share-based Payment Award, Warrant Liabilities, Valuation Assumptions 2           $ 3
Derivative Liability Schedule Of Share-based Payment Award, Warrant Liabilities, Valuation Assumptions 3           $ 4
Derivative Liability Schedule Of Share-based Payment Award, Warrant Liabilities, Valuation Assumptions 4           126.00%
Derivative Liability Schedule Of Share-based Payment Award, Warrant Liabilities, Valuation Assumptions 5           27.50
Derivative Liability Schedule Of Share-based Payment Award, Warrant Liabilities, Valuation Assumptions 6           0.33
Derivative Liability Schedule Of Share-based Payment Award, Warrant Liabilities, Valuation Assumptions 7           0.00%
XML 66 R53.htm IDEA: XBRL DOCUMENT v3.5.0.2
Schedule of Derivative Instruments in Statement of Financial Position, Fair Value (Details) - USD ($)
1 Months Ended 12 Months Ended
Mar. 31, 2015
Aug. 21, 2014
May 01, 2014
Mar. 31, 2016
Derivative Liability Schedule Of Derivative Instruments In Statement Of Financial Position, Fair Value 1     $ 216,236  
Derivative Liability Schedule Of Derivative Instruments In Statement Of Financial Position, Fair Value 2     0  
Derivative Liability Schedule Of Derivative Instruments In Statement Of Financial Position, Fair Value 3     0  
Derivative Liability Schedule Of Derivative Instruments In Statement Of Financial Position, Fair Value 4     216,236  
Derivative Liability Schedule Of Derivative Instruments In Statement Of Financial Position, Fair Value 5     23,787  
Derivative Liability Schedule Of Derivative Instruments In Statement Of Financial Position, Fair Value 6     0  
Derivative Liability Schedule Of Derivative Instruments In Statement Of Financial Position, Fair Value 7     0  
Derivative Liability Schedule Of Derivative Instruments In Statement Of Financial Position, Fair Value 8     23,787  
Derivative Liability Schedule Of Derivative Instruments In Statement Of Financial Position, Fair Value 9     240,023  
Derivative Liability Schedule Of Derivative Instruments In Statement Of Financial Position, Fair Value 10     0  
Derivative Liability Schedule Of Derivative Instruments In Statement Of Financial Position, Fair Value 11     0  
Derivative Liability Schedule Of Derivative Instruments In Statement Of Financial Position, Fair Value 12     $ 240,023  
Derivative Liability Schedule Of Derivative Instruments In Statement Of Financial Position, Fair Value 1   $ 149,687    
Derivative Liability Schedule Of Derivative Instruments In Statement Of Financial Position, Fair Value 2   0    
Derivative Liability Schedule Of Derivative Instruments In Statement Of Financial Position, Fair Value 3   0    
Derivative Liability Schedule Of Derivative Instruments In Statement Of Financial Position, Fair Value 4   $ 149,687    
Derivative Liability Schedule Of Derivative Instruments In Statement Of Financial Position, Fair Value 1 $ 0      
Derivative Liability Schedule Of Derivative Instruments In Statement Of Financial Position, Fair Value 2 0      
Derivative Liability Schedule Of Derivative Instruments In Statement Of Financial Position, Fair Value 3 0      
Derivative Liability Schedule Of Derivative Instruments In Statement Of Financial Position, Fair Value 4 0      
Derivative Liability Schedule Of Derivative Instruments In Statement Of Financial Position, Fair Value 5 176,486      
Derivative Liability Schedule Of Derivative Instruments In Statement Of Financial Position, Fair Value 6 0      
Derivative Liability Schedule Of Derivative Instruments In Statement Of Financial Position, Fair Value 7 0      
Derivative Liability Schedule Of Derivative Instruments In Statement Of Financial Position, Fair Value 8 176,486      
Derivative Liability Schedule Of Derivative Instruments In Statement Of Financial Position, Fair Value 9 18,454      
Derivative Liability Schedule Of Derivative Instruments In Statement Of Financial Position, Fair Value 10 0      
Derivative Liability Schedule Of Derivative Instruments In Statement Of Financial Position, Fair Value 11 0      
Derivative Liability Schedule Of Derivative Instruments In Statement Of Financial Position, Fair Value 12 18,454      
Derivative Liability Schedule Of Derivative Instruments In Statement Of Financial Position, Fair Value 13 194,940      
Derivative Liability Schedule Of Derivative Instruments In Statement Of Financial Position, Fair Value 14 0      
Derivative Liability Schedule Of Derivative Instruments In Statement Of Financial Position, Fair Value 15 0      
Derivative Liability Schedule Of Derivative Instruments In Statement Of Financial Position, Fair Value 16 $ 194,940      
Derivative Liability Schedule Of Derivative Instruments In Statement Of Financial Position, Fair Value 1       $ 0
Derivative Liability Schedule Of Derivative Instruments In Statement Of Financial Position, Fair Value 2       0
Derivative Liability Schedule Of Derivative Instruments In Statement Of Financial Position, Fair Value 3       0
Derivative Liability Schedule Of Derivative Instruments In Statement Of Financial Position, Fair Value 4       0
Derivative Liability Schedule Of Derivative Instruments In Statement Of Financial Position, Fair Value 5       8,291
Derivative Liability Schedule Of Derivative Instruments In Statement Of Financial Position, Fair Value 6       0
Derivative Liability Schedule Of Derivative Instruments In Statement Of Financial Position, Fair Value 7       0
Derivative Liability Schedule Of Derivative Instruments In Statement Of Financial Position, Fair Value 8       8,291
Derivative Liability Schedule Of Derivative Instruments In Statement Of Financial Position, Fair Value 9       2,852
Derivative Liability Schedule Of Derivative Instruments In Statement Of Financial Position, Fair Value 10       0
Derivative Liability Schedule Of Derivative Instruments In Statement Of Financial Position, Fair Value 11       0
Derivative Liability Schedule Of Derivative Instruments In Statement Of Financial Position, Fair Value 12       2,852
Derivative Liability Schedule Of Derivative Instruments In Statement Of Financial Position, Fair Value 13       11,143
Derivative Liability Schedule Of Derivative Instruments In Statement Of Financial Position, Fair Value 14       0
Derivative Liability Schedule Of Derivative Instruments In Statement Of Financial Position, Fair Value 15       0
Derivative Liability Schedule Of Derivative Instruments In Statement Of Financial Position, Fair Value 16       $ 11,143
XML 67 R54.htm IDEA: XBRL DOCUMENT v3.5.0.2
Schedule of Derivative Liabilities at Fair Value (Details)
12 Months Ended
Mar. 31, 2016
USD ($)
Derivative Liability Schedule Of Derivative Liabilities At Fair Value 1 $ 194,940
Derivative Liability Schedule Of Derivative Liabilities At Fair Value 2 (139,829)
Derivative Liability Schedule Of Derivative Liabilities At Fair Value 3 (43,968)
Derivative Liability Schedule Of Derivative Liabilities At Fair Value 4 $ 11,143
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Schedule of Stockholders' Equity Note, Warrants or Rights, Valuation Assumptions (Details)
12 Months Ended
Mar. 31, 2016
USD ($)
Stockholders Equity Schedule Of Stockholders' Equity Note, Warrants Or Rights, Valuation Assumptions 1 3.75
Stockholders Equity Schedule Of Stockholders' Equity Note, Warrants Or Rights, Valuation Assumptions 2 7.10
Stockholders Equity Schedule Of Stockholders' Equity Note, Warrants Or Rights, Valuation Assumptions 3 0.26%
Stockholders Equity Schedule Of Stockholders' Equity Note, Warrants Or Rights, Valuation Assumptions 4 1.42%
Stockholders Equity Schedule Of Stockholders' Equity Note, Warrants Or Rights, Valuation Assumptions 5 0.00%
Stockholders Equity Schedule Of Stockholders' Equity Note, Warrants Or Rights, Valuation Assumptions 6 116.00%
Stockholders Equity Schedule Of Stockholders' Equity Note, Warrants Or Rights, Valuation Assumptions 7 161.00%
Stockholders Equity Schedule Of Stockholders' Equity Note, Warrants Or Rights, Valuation Assumptions 8 $ 2
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Schedules of Proceeds from Restricted Shares (Details)
12 Months Ended
Mar. 31, 2016
USD ($)
Stockholders Equity Schedules Of Proceeds From Restricted Shares 1 $ 414,036
Stockholders Equity Schedules Of Proceeds From Restricted Shares 2 367,164
Stockholders Equity Schedules Of Proceeds From Restricted Shares 3 $ 781,200
XML 70 R57.htm IDEA: XBRL DOCUMENT v3.5.0.2
Schedule of Share-based Compensation, Stock Options, Activity (Details)
12 Months Ended
Mar. 31, 2016
USD ($)
Options And Warrants Schedule Of Share-based Compensation, Stock Options, Activity 1 $ 120,000
Options And Warrants Schedule Of Share-based Compensation, Stock Options, Activity 2 30.50
Options And Warrants Schedule Of Share-based Compensation, Stock Options, Activity 3 8.5
Options And Warrants Schedule Of Share-based Compensation, Stock Options, Activity 4 $ 347,040
Options And Warrants Schedule Of Share-based Compensation, Stock Options, Activity 5 7.00
Options And Warrants Schedule Of Share-based Compensation, Stock Options, Activity 6 8.9
Options And Warrants Schedule Of Share-based Compensation, Stock Options, Activity 7 $ (3,640)
Options And Warrants Schedule Of Share-based Compensation, Stock Options, Activity 8 0.50
Options And Warrants Schedule Of Share-based Compensation, Stock Options, Activity 9 9.2
Options And Warrants Schedule Of Share-based Compensation, Stock Options, Activity 10 $ (120,000)
Options And Warrants Schedule Of Share-based Compensation, Stock Options, Activity 11 $ 0
Options And Warrants Schedule Of Share-based Compensation, Stock Options, Activity 12 8.2
Options And Warrants Schedule Of Share-based Compensation, Stock Options, Activity 13 $ 343,400
Options And Warrants Schedule Of Share-based Compensation, Stock Options, Activity 14 7.00
Options And Warrants Schedule Of Share-based Compensation, Stock Options, Activity 15 8.2
Options And Warrants Schedule Of Share-based Compensation, Stock Options, Activity 16 $ 4,310,000
Options And Warrants Schedule Of Share-based Compensation, Stock Options, Activity 17 0.52
Options And Warrants Schedule Of Share-based Compensation, Stock Options, Activity 18 7.8
Options And Warrants Schedule Of Share-based Compensation, Stock Options, Activity 19 $ 0
Options And Warrants Schedule Of Share-based Compensation, Stock Options, Activity 20 0
Options And Warrants Schedule Of Share-based Compensation, Stock Options, Activity 21 0
Options And Warrants Schedule Of Share-based Compensation, Stock Options, Activity 22 0
Options And Warrants Schedule Of Share-based Compensation, Stock Options, Activity 23 0
Options And Warrants Schedule Of Share-based Compensation, Stock Options, Activity 24 0
Options And Warrants Schedule Of Share-based Compensation, Stock Options, Activity 25 $ 4,653,400
Options And Warrants Schedule Of Share-based Compensation, Stock Options, Activity 26 0.92
Options And Warrants Schedule Of Share-based Compensation, Stock Options, Activity 27 7.7
Options And Warrants Schedule Of Share-based Compensation, Stock Options, Activity 28 $ 4,653,400
Options And Warrants Schedule Of Share-based Compensation, Stock Options, Activity 29 0.92
Options And Warrants Schedule Of Share-based Compensation, Stock Options, Activity 30 7.7
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Schedule of Stockholders' Equity Note, Warrants or Rights, Activity (Details)
12 Months Ended
Mar. 31, 2016
USD ($)
Options And Warrants Schedule Of Stockholders' Equity Note, Warrants Or Rights, Activity 1 $ 166,208
Options And Warrants Schedule Of Stockholders' Equity Note, Warrants Or Rights, Activity 2 26.00
Options And Warrants Schedule Of Stockholders' Equity Note, Warrants Or Rights, Activity 3 $ 584,985
Options And Warrants Schedule Of Stockholders' Equity Note, Warrants Or Rights, Activity 4 6.50
Options And Warrants Schedule Of Stockholders' Equity Note, Warrants Or Rights, Activity 5 $ (290,585)
Options And Warrants Schedule Of Stockholders' Equity Note, Warrants Or Rights, Activity 6 (15.50)
Options And Warrants Schedule Of Stockholders' Equity Note, Warrants Or Rights, Activity 7 $ 0
Options And Warrants Schedule Of Stockholders' Equity Note, Warrants Or Rights, Activity 8 (15.50)
Options And Warrants Schedule Of Stockholders' Equity Note, Warrants Or Rights, Activity 9 $ 460,608
Options And Warrants Schedule Of Stockholders' Equity Note, Warrants Or Rights, Activity 10 7.00
Options And Warrants Schedule Of Stockholders' Equity Note, Warrants Or Rights, Activity 11 $ 4,858,057
Options And Warrants Schedule Of Stockholders' Equity Note, Warrants Or Rights, Activity 12 1.22
Options And Warrants Schedule Of Stockholders' Equity Note, Warrants Or Rights, Activity 13 $ (254,763)
Options And Warrants Schedule Of Stockholders' Equity Note, Warrants Or Rights, Activity 14 8.00
Options And Warrants Schedule Of Stockholders' Equity Note, Warrants Or Rights, Activity 15 $ (75,786)
Options And Warrants Schedule Of Stockholders' Equity Note, Warrants Or Rights, Activity 16 6.00
Options And Warrants Schedule Of Stockholders' Equity Note, Warrants Or Rights, Activity 17 $ 4,988,116
Options And Warrants Schedule Of Stockholders' Equity Note, Warrants Or Rights, Activity 18 1.39
Options And Warrants Schedule Of Stockholders' Equity Note, Warrants Or Rights, Activity 19 $ 4,988,116
Options And Warrants Schedule Of Stockholders' Equity Note, Warrants Or Rights, Activity 20 1.39
XML 72 R59.htm IDEA: XBRL DOCUMENT v3.5.0.2
Schedule of Stockholders' Equity Note, Warrants or Rights (Details)
12 Months Ended
Mar. 31, 2016
USD ($)
Options And Warrants Schedule Of Stockholders' Equity Note, Warrants Or Rights 1 $ 5.00
Options And Warrants Schedule Of Stockholders' Equity Note, Warrants Or Rights 2 $ 428,629
Options And Warrants Schedule Of Stockholders' Equity Note, Warrants Or Rights 3 2.02
Options And Warrants Schedule Of Stockholders' Equity Note, Warrants Or Rights 4 $ 6.25
Options And Warrants Schedule Of Stockholders' Equity Note, Warrants Or Rights 5 $ 6,667
Options And Warrants Schedule Of Stockholders' Equity Note, Warrants Or Rights 6 3.05
Options And Warrants Schedule Of Stockholders' Equity Note, Warrants Or Rights 7 $ 9.375
Options And Warrants Schedule Of Stockholders' Equity Note, Warrants Or Rights 8 $ 19,067
Options And Warrants Schedule Of Stockholders' Equity Note, Warrants Or Rights 9 3.55
Options And Warrants Schedule Of Stockholders' Equity Note, Warrants Or Rights 10 $ 27.50
Options And Warrants Schedule Of Stockholders' Equity Note, Warrants Or Rights 11 $ 2,326
Options And Warrants Schedule Of Stockholders' Equity Note, Warrants Or Rights 12 2.07
Options And Warrants Schedule Of Stockholders' Equity Note, Warrants Or Rights 13 $ 0.50
Options And Warrants Schedule Of Stockholders' Equity Note, Warrants Or Rights 14 $ 4,500,000
Options And Warrants Schedule Of Stockholders' Equity Note, Warrants Or Rights 15 1.91
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Schedule of Share-based Payment Award, Warrants, Valuation Assumptions (Details)
12 Months Ended
Mar. 31, 2016
USD ($)
Options And Warrants Schedule Of Share-based Payment Award, Warrants, Valuation Assumptions 1 3.75
Options And Warrants Schedule Of Share-based Payment Award, Warrants, Valuation Assumptions 2 7.10
Options And Warrants Schedule Of Share-based Payment Award, Warrants, Valuation Assumptions 3 0.26%
Options And Warrants Schedule Of Share-based Payment Award, Warrants, Valuation Assumptions 4 1.42%
Options And Warrants Schedule Of Share-based Payment Award, Warrants, Valuation Assumptions 5 0.00%
Options And Warrants Schedule Of Share-based Payment Award, Warrants, Valuation Assumptions 6 116.00%
Options And Warrants Schedule Of Share-based Payment Award, Warrants, Valuation Assumptions 7 161.00%
Options And Warrants Schedule Of Share-based Payment Award, Warrants, Valuation Assumptions 8 $ 2
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Schedule of Stock Options for Directors and Executive Officers (Details)
12 Months Ended
Mar. 31, 2016
USD ($)
Related Party Transactions Schedule Of Stock Options For Directors And Executive Officers 1 $ 30.25
Related Party Transactions Schedule Of Stock Options For Directors And Executive Officers 2 7.50
Related Party Transactions Schedule Of Stock Options For Directors And Executive Officers 3 60,000
Related Party Transactions Schedule Of Stock Options For Directors And Executive Officers 4 30.25
Related Party Transactions Schedule Of Stock Options For Directors And Executive Officers 5 7.50
Related Party Transactions Schedule Of Stock Options For Directors And Executive Officers 6 $ 60,000
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Schedule of Deferred Tax Assets and Liabilities (Details)
12 Months Ended
Mar. 31, 2016
USD ($)
Income Taxes Schedule Of Deferred Tax Assets And Liabilities 1 $ 2,100,000
Income Taxes Schedule Of Deferred Tax Assets And Liabilities 2 1,270,000
Income Taxes Schedule Of Deferred Tax Assets And Liabilities 3 (2,100,000)
Income Taxes Schedule Of Deferred Tax Assets And Liabilities 4 (1,270,000)
Income Taxes Schedule Of Deferred Tax Assets And Liabilities 5 0
Income Taxes Schedule Of Deferred Tax Assets And Liabilities 6 $ 0
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Schedule of Future Minimum Rental Payments for Operating Leases (Details)
12 Months Ended
Mar. 31, 2016
USD ($)
Commitments And Contingencies Schedule Of Future Minimum Rental Payments For Operating Leases 1 $ 87,648
Commitments And Contingencies Schedule Of Future Minimum Rental Payments For Operating Leases 2 10,436
Commitments And Contingencies Schedule Of Future Minimum Rental Payments For Operating Leases 3 42,000
Commitments And Contingencies Schedule Of Future Minimum Rental Payments For Operating Leases 4 4,348
Commitments And Contingencies Schedule Of Future Minimum Rental Payments For Operating Leases 5 129,648
Commitments And Contingencies Schedule Of Future Minimum Rental Payments For Operating Leases 6 $ 14,784
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