0001085037-18-000038.txt : 20180409 0001085037-18-000038.hdr.sgml : 20180409 20180406174636 ACCESSION NUMBER: 0001085037-18-000038 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20180409 DATE AS OF CHANGE: 20180406 SUBJECT COMPANY: 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: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-87663 FILM NUMBER: 18744116 BUSINESS ADDRESS: STREET 1: 14646 N. KIERLAND BLVD. STREET 2: SUITE 255 CITY: SCOTTSDALE STATE: AZ ZIP: 85254 BUSINESS PHONE: 480-656-2423 MAIL ADDRESS: STREET 1: 14646 N. KIERLAND BLVD. STREET 2: SUITE 255 CITY: SCOTTSDALE STATE: AZ ZIP: 85254 FORMER COMPANY: FORMER CONFORMED NAME: GLOBAL LINES INC DATE OF NAME CHANGE: 20111011 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WRIGHT RICHARD A CENTRAL INDEX KEY: 0001584122 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: 1826 E. LAKECREST DRIVE CITY: SCOTTSDALE STATE: AZ ZIP: 85234 SC 13D/A 1 schedule13da.htm SCHEDULE 13D/A FOR RICHARD WRIGHT


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 5)

THE ALKALINE WATER COMPANY INC.
(Name of Issuer)

Common Stock, $0.001 Par Value
(Title of Class of Securities)

01643A 207
(CUSIP Number)

copy to:
Clark Wilson LLP
900 - 885 West Georgia Street
Vancouver, British Columbia, Canada  V6C 3H1
Tel: 604.687.5700 Fax: 604.687.6314
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

April 3, 2018
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box  [   ].
Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See 240.13d-7(b) for other parties to whom copies are to be sent.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 

2


CUSIP No.
01643A 207

1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Richard A. Wright
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)  [   ]
(b)  [   ]
3
SEC USE ONLY
     
4
SOURCE OF FUNDS (See Instructions)
OO
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
                                                                       [   ]
6
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF
 
SHARES
 
BENEFICIALLY
 
OWNED BY
 
EACH
 
REPORTING
 
PERSON
 
WITH
7
SOLE VOTING POWER
 
700,000
 
8
SHARED VOTING POWER
 
Nil
 
9
SOLE DISPOSITIVE POWER
 
700,000
 
10
SHARED DISPOSITIVE POWER
 
Nil
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
700,000 shares of common stock
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
      [   ]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.7% based on 25,858,062 shares of common stock issued and outstanding as of April 6, 2018.
14
TYPE OF REPORTING PERSON (See Instructions)
IN
 

3


 
CUSIP No.
01643A 207

1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Lifewater Industries, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)  [   ]
(b)  [   ]
3
SEC USE ONLY
     
4
SOURCE OF FUNDS (See Instructions)
OO
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
                                                                       [   ]
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Arizona
NUMBER OF
 
SHARES
 
BENEFICIALLY
 
OWNED BY
 
EACH
 
REPORTING
 
PERSON
 
WITH
7
SOLE VOTING POWER
 
Nil
 
8
SHARED VOTING POWER
 
Nil
 
9
SOLE DISPOSITIVE POWER
 
Nil
 
10
SHARED DISPOSITIVE POWER
 
Nil
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Nil
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
      [   ]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Nil
14
TYPE OF REPORTING PERSON (See Instructions)
OO
 

4
 
CUSIP No.
01643A 207

1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
WiN Investments, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)  [   ]
(b)  [   ]
3
SEC USE ONLY
     
4
SOURCE OF FUNDS (See Instructions)
OO
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
                                                                       [   ]
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Arizona
NUMBER OF
 
SHARES
 
BENEFICIALLY
 
OWNED BY
 
EACH
 
REPORTING
 
PERSON
 
WITH
7
SOLE VOTING POWER
 
Nil
 
8
SHARED VOTING POWER
 
Nil
 
9
SOLE DISPOSITIVE POWER
 
Nil
 
10
SHARED DISPOSITIVE POWER
 
Nil
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Nil
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
      [   ]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Nil
14
TYPE OF REPORTING PERSON (See Instructions)
OO

 

5

 
Item 1.  Security and Issuer
This Schedule 13D/A (the “Statement”) is being filed on behalf of Richard A. Wright (“Wright”), Lifewater Industries, LLC (“Lifewater”) and WiN Investments, LLC (“WiN” and, together with Wright and Lifewater, collectively, the “Reporting Persons”),  relating to the shares of common stock (the “Shares”) with $0.001 par value per share of The Alkaline Water Company Inc. (the “Issuer”). The principal executive offices of the Issuer are located at 14646 N. Kierland Blvd., Suite 255, Scottsdale, AZ 85254.
Item 2.  Identity and Background
This Statement is filed by the Reporting Persons.
Wright, the President, Vice-President, Chief Executive Officer, Chief Operating Officer and director of the Issuer and a citizen of the United States, has an address at 14646 N. Kierland Blvd., Suite 255, Scottsdale, AZ  85254.
Lifewater, a limited liability company organized under the laws of the State of Arizona and engaged in the investment and development of water related technology, has an address at 14646 N. Kierland Blvd., Suite 255, Scottsdale, AZ  85254. Wright is the manager of Lifewater.
WiN, a limited liability company organized under the laws of the State of Arizona and engaged in the investment and development of water related technology, has an address at 14646 N. Kierland Blvd., Suite 255, Scottsdale, AZ  85254. Wright is the manager of WiN.
None of Wright and the managers of each of Lifewater and WiN has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Pursuant to Rule 13d-3 under the Act, by reason of his relationship with Lifewater and WiN, Wright may be deemed the beneficial owner of all of the Shares beneficially owned by Lifewater and WiN.  Wright, Lifewater and WiN may be regarded as a group for purposes of Rule 13d-5 under the Act.
Item 3.  Source and Amount of Funds or Other Considerations
Effective April 3, 2018, Lifewater transferred 169,572 Shares to Qualified Development and Management, LLC pursuant to a settlement agreement dated October 31, 2017 (the “Settlement Agreement”) involving multiple claims and allegations for breaches of various oral promises.
Effective April 3, 2018, WiN transferred 50,000 Shares to Qualified Development and Management, LLC pursuant to the Settlement Agreement and 119,300 Shares to David Guarino in order to partially settle a loan in the amount of $150,000 made by Mr. Guarino to WiN.
Item 4.  Purpose of Transaction
The response to Item 3 is responsive to this Item, too.
As of the date hereof, except as described in this Statement, the Reporting Persons do not have any plans or proposals which relate to or would result in:

 
The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;
     
 
An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;
     
 
A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;
     
 
Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;
     
 
Any material change in the present capitalization or dividend policy of the Issuer;
     
 
Any other material change in the Issuer's business or corporate structure, including but not limited to, if the Issuer is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by Section 13 of the Investment Company Act of 1940;
     
 
Changes in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the issuer by any person;
     
 
Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;
     
 
A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or
     
 
Any action similar to any of those enumerated above.
Item 5.  Interest in Securities of the Issuer
As of the date hereof, the Wright beneficially owns 700,000 Shares which represents 2.7% of the issued outstanding Shares, calculated based on 25,858,062 Shares outstanding as of April 6, 2018.
Pursuant to the regulations promulgated under Section 13(d) of the Exchange Act, Wright has sole power to vote or direct the vote and sole power to dispose or to direct the disposition of 700,000 Shares.
The response to Item 3 is responsive to this Item, too.
Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Except as set forth above or set forth in this Statement, there are no contracts, arrangements, understandings or relationships between the Reporting Persons and any other person with respect to any securities of the Issuer.
Item 7.  Material to Be Filed as Exhibits
 

6

 
Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: April 6, 2018
/s/ Richard A. Wright 
Signature
 
Richard A. Wright

Dated: April 6, 2018
LIFEWATER INDUSTRIES, LLC

/s/ Richard A. Wright
Authorized Signatory – Richard A. Wright
   

Dated: April 6, 2018
WIN INVESTMENTS, LLC

/s/ Richard A. Wright
Authorized Signatory – Richard A. Wright
   
The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative.  If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of this filing person), evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference.  The name and any title of each person who signs the statement shall be typed or printed beneath his signature.
Attention:  Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).
 
EX-10.1 2 settlementagreement.htm SETTLEMENT AGREEMENT



SETTLEMENT AGREEMENT AND MUTUAL RELEASE OF CLAIMS


THIS SETTLEMENT AGREEMENT AND MUTUAL RELEASE OF CLAIMS (the “Agreement”), entered into as of this 31st day of October, 2017 (the “Effective Date”), by and between THE ALKALINE WATER COMPANY, INC., a Nevada corporation (“AWC”), LIFEWATER INDUSTRIES, LLC, an Arizona limited liability company (“Lifewater”), WRIGHT INVESTMENT GROUP, LLC, an Arizona limited liability company (“WIG”), RICHARD WRIGHT, an individual (“Wright”), and DAVID GUARINO, an individual (“Guarino”), all with a principal place of business located at 14646 N. Kierland Blvd., Suite # 255, Scottsdale, Arizona 85254 (AWC,  Lifewater, WIG, Wright, and Guarino shall be collectively referred to as the “Alkaline Parties”) and CHRIS BROWN, an individual (“Brown”), and MCDOWELL 78, LLC, an Arizona limited liability company (“McDowell”), all located at 4435 Alla Road, Unit 4, Marina Del Ray, CA  90292 (Brown and McDowell shall be collectively referred to as the “Brown Parties”).  The Alkaline Parties and the Brown Parties may be collectively referred to hereinafter as the “Parties,” or individually as a “Party.”

RECITALS

A.  WHEREAS, in mid 2017, McDowell and WIG initiated an AAA arbitration proceeding against Steven Nickolas and the Nickolas Family Trust (collectively, “Nickolas”) under Case Number 01-17-0003-7981 (the “Lifewater Arbitration”);

B. WHEREAS, the Brown Parties currently allege multiple claims and allegations for breaches of various oral promises during the past five years against AWC, Nickolas, Wright, WIG, Lifewater and WIN Investments, LLC (collectively, the “Claims”);

C. WHEREAS, AWC and its subsidiaries, McDowell, and WIG have reached an agreement in principal to resolve all outstanding claims with Nickolas and entities affiliated with Nickolas pursuant to a separate Settlement Agreement and Mutual Release (the “Settlement Agreement”);

D. WHEREAS, the Parties desire to resolve all of their disagreements pursuant to the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement, and for other good and valuable consideration, the Parties agree as follows:

1. Simultaneous with the full execution of this Agreement by all Parties, McDowell and WIG shall execute the Settlement Agreement;  which, among other terms, provides for the dismissal of the Lifewater Arbitration.

2. As soon as commercially practicable after the full execution of this Agreement and for no additional consideration, the following stock transfers shall occur:  (a) Lifewater shall transfer the 169,572 shares of AWC common stock it currently holds to McDowell’s designee, Qualified Development & Management, LLC (hereinafter, “Qualified”);  (b) AWC shall issue 150,428 of its newly issued common shares to Qualified;  and (c) Guarino, through shares he received from a settlement with WIN Investments, LLC, shall transfer 50,000 common shares of AWC to Qualified (collectively, the “Stock Transfers”).

3. In exchange for the Stock Transfers and all other consideration provided under this Agreement to the Alkaline Parties, and  the releases set forth in Section 4 below and except as specifically carved out in the last sentence of this Section 3, the Brown Parties hereby release, remise and forever discharge the Alkaline Parties, WIN Investments, LLC, and their respective predecessors, successors and assigns, parents, subsidiaries and affiliated corporations, officers, directors, agents, attorneys, employees and representatives, past and present, of any and all of such corporations, of and from any and all claims, demands, causes of action, suits, debts, dues, duties, sums of money, accounts, reckonings, covenants, contracts, agreements, promises, damages, judgments, extents, executions, liabilities and obligations, both contingent and fixed, known and unknown, of every kind and nature whatsoever in law or equity, or otherwise, under local, state, or federal law, against any of them, including, but not limited to, the Claims and claims under the Lifewater Arbitration, which the Brown Parties or their  predecessors in interest, if any, ever had, now have, or which it or its heirs, executors, administrators, successors, or assigns hereafter can, shall, or may have, for, upon, or by reason of, any matter, cause, or thing whatsoever, for acts and occurrences prior to and including the Effective Date of this Agreement.  This includes all state, federal, statutory, contractual, tort, extra contractual, actual damage, punitive damage, consequential damage, statutory damage and any other type of claim.  The Brown Parties specifically do not release any claims arising from the breach of this Agreement.

4. In exchange for execution of the Settlement Agreement and the releases set forth in Section 3 above, and the other consideration set forth in this Agreement and except as specifically carved out in the last sentence of this Section 4, the Alkaline Parties hereby release, remise and forever discharge the Brown Parties and their respective predecessors, successors and assigns, parents, subsidiaries and affiliated corporations, officers, directors, attorneys, agents, employees and representatives, past and present, of any and all of such corporations, of and from any and all claims, demands, causes of action, suits, debts, dues, duties, sums of money, accounts, reckonings, covenants, contracts, agreements, promises, damages, judgments, extents, executions, liabilities and obligations, both contingent and fixed, known and unknown, of every kind and nature whatsoever in law or equity, or otherwise, under local, state, or federal law, against any of them, including, but not limited to, claims under the Lifewater Arbitration,  which the Alkaline Parties or their predecessors in interest, if any, ever had, now have, or which it or its heirs, executors, administrators, successors, or assigns hereafter can, shall, or may have, for, upon, or by reason of, any matter, cause, or thing whatsoever, for acts and occurrences prior to and including the Effective Date of this Agreement. This includes all state, federal, statutory, contractual, tort, extra contractual, actual damage, punitive damage, consequential damage, statutory damage and any other type of claim.  The Alkaline Parties specifically do not release any claims arising from the breach of this Agreement.

5. With respect to the matters hereinabove released, each of the Parties knowingly waives all its rights and protection, if any, under Section 1542 of the Civil Code of the State of California, or any similar law of any state or territory of the United States of America.  Section 1542 provides as follows:
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settlement agreement and release of claims-awc and brown.doc



 
1542 General Release; Extent.  A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him, must have materially affected his settlement with the debtor.

6. The Parties represent that in entering this Agreement they have had an opportunity to seek the advice of attorneys of their own choice, that they have not relied on anything orally stated by the other party in their understanding of this Agreement, and that the terms of this Agreement are fully understood and voluntarily accepted by the Parties.  The Parties further represent that failure to seek advice of an attorney of their choice was a voluntary choice on their part.

7. This Agreement is not an admission of any wrongdoing and is not admissible for any purpose other than to obtain relief for rights granted hereunder.

8. This Agreement shall be governed by, and construed and enforced in accordance with, the law of Arizona, regardless of any conflict-of-law provisions to the contrary.  Each party agrees that any litigation between the Parties shall be commenced and maintained only in the courts located in Maricopa County, Arizona.

9. Each section, part, term and provision of this Agreement shall be considered severable, and if, for any reason, any section, part, term or provision herein is determined to be invalid and contrary to, or in conflict with, any existing or future law or regulation of a court or agency having valid jurisdiction, such shall not impair the operation or affect the remaining portions, sections, parts, terms or provisions of this Agreement, and the latter shall continue to be given full force and effect and bind the parties hereto; and said invalid section, part, term or provision shall be deemed not to be a part of this Agreement.

10. Each Party agrees that it will keep the terms of this Agreement, this document, and all negotiations leading up to it confidential.

11. This Agreement, along with the exhibits,  sets forth the entire understanding of the agreement between the Parties hereto.  This Agreement may be modified or changed only in writing, signed by both Parties hereto.

12. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and taken together shall constitute one and the same document.  Email (PDF) or facsimile signatures to this Agreement shall be deemed originals for all purposes.

 
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settlement agreement and release of claims-awc and brown.doc

 

 
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.


CHRIS BROWN
THE ALKALINE WATER COMPANY, INC., a Nevada corporation



By: /s/ Chris Brown   By: /s/ Richard Wright_________________
     Name: Chris Brown                                 Name: Richard Wright
      Title:   An Individual                                Title: CEO/President
      Date:   10/31/17                 Date: 10/31/17


MCDOWELL 78, LLC, an Arizona limited
RICHARD WRIGHT, an individual
Liability company 



By: /s/ Chris Brown  By: /s/ Richard Wright_________________
      Name:  Chris Brown                                 Name: Richard Wright
        Title:  Manager                                                      Title: An Individual
        Date:   10/31/17               Date: 10/31/17




WRIGHT INVESTMENT GROUP, LLC,
LIFEWATER INDUSTRIES, LLC, an
An Arizona limited liability company
Arizona limited liability company


By: /s/ Richard Wright_________________               By: /s/ Richard Wright_________________
      Name: Richard Wright                                  Name: Richard Wright
        Title:  Manager                              Title:   Manager
        Date:  10/31/17                Date:   10/31/17



DAVID GUARINO


By: /s/ David Guarino 
 Name:  David Guarino
Title: An Individual 
Date:
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settlement agreement and release of claims-awc and brown.doc