UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C., 20549



Amendment No.
2 to

FORM 10-K



|x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------------



For the fiscal year ended December 31,
2012



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 No. 000-54776





---

BOREAL
WATER COLLECTION, INC.

(Exact name of registrant as specified in
its charter)

|                                                               |  |                                        
|-------------------------------------------------------------- |  | ---------------------------------------
|Nevada                                                         |  | 98-0453421                             
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification Number)
|                                                               |  |                                        
|Boreal Water Collection, Inc.                                  |  |                                        
|4496 State Road 42 North                                       |  |                                        
|Kiamesha Lake, NY                                              |  | 12751                                  
|(Address of principal executive offices)                       |  | (Zip Code)                             



Registrant’s telephone number, including
area code: 845-794-0400



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

|                                |  |                                          
|------------------------------- |  | -----------------------------------------
|Title of each class:            |  | Name of each exchange on which registered
|Common Stock ($0.001 par value) |  | None                                     



Indicate
by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ̈YesxNo



Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the
Act. ̈YesxNo



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 during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such files).xYes ̈No



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, and (2) has been subject to such filing requirements for at least the
past 90 days. S Yes ̈No



Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K 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.x



Indicate
by check mark whether the Registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.  See
definition of “accelerated filer” and “large accelerated filer” in Rule 12b-2 of the Exchange Act.  (check
one)





|Large Accelerated Filer ̈ | Accelerated Filer | Non-Accelerated Filer ̈ | Smaller reporting companyx
|------------------------ | ----------------- | ---------------------- | --------------------------



Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12-b2 of the Exchange Act). ̈YesxNo



The aggregate market value of the voting and non-voting common
equity held by non-affiliates of the registrant as of December 31, 2012 was approximately $1,000,000.



The number of shares of the Registrant’s common stock
outstanding on April 15, 2013 was 310,158,889.
















FORM 10-K
TABLE OF CONTENTS





|            |                                                                                                              | Page
|----------- | ------------------------------------------------------------------------------------------------------------ | ----
|PART I     
|ITEM 1.     | Business                                                                                                     | 2   
|ITEM 2.     | Properties                                                                                                   | 8   
|ITEM 3.     | Legal Proceedings                                                                                            | 8   
|ITEM 4.     | Mine Safety Disclosures                                                                                      | 9   
|PART II    
|ITEM 5.     | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 9   
|ITEM 6.     | Selected Financial Data                                                                                      | 9   
|ITEM 7.     | Management’s Discussion and Analysis of Financial Condition and Results of Operations                        | 10  
|ITEM 7A.    | Quantitative and Qualitative Disclosures About Market Risk                                                   | 14  
|ITEM 8.     | Financial Statements and Supplementary Data                                                                  | 14  
|ITEM 9.     | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure                         | 15  
|ITEM
    9A | Controls and Procedures                                                                                      | 15  
|ITEM 9B.    | Other Information                                                                                            | 15  
|PART III   
|ITEM 10.    | Directors, Executive Officers and Corporate Governance                                                       | 16  
|ITEM 11.    | Executive Compensation                                                                                       | 17  
|ITEM 12.    | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters               | 18  
|ITEM 13.    | Certain Relationships and Related Transactions, and Director Independence                                    | 18  
|ITEM 14.    | Principal Accounting Fees and Services                                                                       | 19  
|PART IV    
|ITEM 15.    | Exhibits, Financial Statement Schedules                                                                      | 20  

















CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING
STATEMENTS



This Annual Report
contains forward-looking statements. Such statements contain words such as “believes,” “estimates,” “expects,”
“intends,” “may,” “will,” “should” or “anticipates” or the negative
or other variation of these or similar words, or by discussions of strategy or risks and uncertainties. Forward-looking statements
in this report include, among other things, statements concerning: projections of future results of operations or financial condition;
expectations regarding our operations; and expectations of the continued availability of capital resources. Any forward-looking
statement necessarily is based upon a number of estimates and assumptions that, while considered reasonable by us, is inherently
subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control,
and are subject to change. Actual results of operations may vary materially from any forward-looking statement made herein. Forward-looking
statements should not be regarded as a representation by us or any other person that the forward-looking statements will be achieved.
Undue reliance should not be placed on any forward-looking statements. Some of the contingencies and uncertainties to which any
forward-looking statement contained herein is subject include, but are not limited to, the following:





| | · | The recession, and in particular the economic downturn
in our market areas, has adversely affected our business. We expect our business will continue to be adversely affected by the
economic downturn.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | We have substantial debt outstanding. Our debt service
requirements may adversely affect our operations and ability to compete.
| | - | -------------------------------------------------------------------------------------------------------------------------------



| | · | We will require a significant amount of cash to service
our indebtedness. Our ability to generate cash depends on many factors that are beyond our control.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | We may experience a loss of market share due to intense
competition.
| | - | --------------------------------------------------------------------

























1





PART I



ITEM 1. BUSINESS.



Overview



Boreal Water Collection,
Inc. (“Boreal” or the “Company”) was incorporated in the State of Nevada on August 21, 2001. The Company
is trading on the OTC (www.otcmarkets.com), level “OTCQB” under the symbol (BRWC).
Please check us out at http://www.otcmarkets.com/stock/BRWC/quote.



The Company has operated
under various names since incorporation, most recently Canadian Blue Gold, Inc. from October 2007 to March 2008, when the name
was changed to Boreal Water Collection, Inc.



In April 2009, the
Company acquired the assets of A.T. Reynolds and Sons, Inc., operating as Leisure Time Spring Water (“Leisure”) in
Kiamesha Lake, New York. The Company is a personalized bottled water company specializing in premium custom bottled water, as a
contract packer of bottled water focused on value-added products and services. The Company currently offers three types of water:
spring water, distilled water, enhanced water, which is customized with minerals, oxygen, and fluoride, and a fourth type to be
added, sparkling water. The Company was originally founded in 1884.



Currently, we have
two Officers. Mrs. Francine Lavoie is Chairman, President, CEO and Secretary. Mr. Christopher Umecki is Vice President of Operations.
Mrs. Lavoie is our sole Director.



The Company has its
principal executive offices at 4496 State Road 42 North Kiamesha Lake, NY 12751. The telephone number for our executive offices
is 845-794-0400. Boreal Water Collection’s internet address is www.borealwater.com and we expect to maintain the website
after the Effective Date. Our common stock is quoted on www.otcmarkets.com (secondary market); BRWC.



Narrative Description of Business of Boreal Water Collection



Founded in 1884 with
headquarters in Kiamesha Lake, NY, Leisure Time Spring Water was acquired by Boreal Water Collection Inc. (the “Company,”
“Boreal Water Collection,” “Boreal,” “BRWC,” “us,” “we”), which is
a contract packer of bottled water focused on value-added products/services.



Boreal Water Collection
is a personalized bottled water corporation, specialized in providing premium custom bottled water for your company and customers.
Whether it is for publicity, promotion, marketing, internal use or a specific event, Boreal is a one-stop shop. We offer turnkey
service, with prize-winning Boreal private label water (ITQI for Boreal Water by the International Taste Quality Institute in Belgium
2012), made-to-order labeling, distinctive water containers and fully integrated services literally from the ground up. Based on
our observations of the specialty bottled water industry and experience gained over the years, in the opinion of management, our
production technology and our creative personnel areamong the brightest and best in the industry. Boreal wishes to develop
the most extensive distribution network in North America and warehouses across Canada and the United States. Unlike other bottled
water companies, Boreal also has exclusive access to two springs, one an award-winning source (ITQI for Saint-Elie water by the
International Taste Quality Institute in Belgium 2007, 2008 and 2009), deep in Canada and the other in the prestigious Catskills
Mountains in New York. Boreal has exclusive unlimited access (40 year contract dated on November 1, 1995) to Alpine spring water
and has access to 225,000,000 liters per year of Saint-Elie spring water as per a permit from the Quebec Ministry of Agriculture.



Distinct value proposition:
Unlike most contract packers, BRWC can process a full range of water and bottle types. BRWC is one of the few focused on an attractive
niche. Our “niche” is the premium private label specialty market (“Premium Bottled Water Industry”), wherein
the customer’s name is placed on the bottle label and not the manufacturer’s (our) name. For example, we would pack
water for a resort hotel or a premium, local bottling company. The bottle would have the name of the hotel on it and would have
a higher price than a bottle of “national brand” bottled water purchased at a grocery store, for example; Dasani brand
owned by Coca Cola.



Location: BRWC’s
facility is 90 miles away from New York City in the famous Catskills Mountains and only 17 miles from Alpine Springs, the source
of our natural spring water.



•    Strong customer
base, good customer relationships: With our affiliated company Les Sources Saint-Elie Inc. in Quebec, Canada, BRWC’s emphasis
on customization and quality has earned us what we believe to be a good reputation over the years.



We pack for a number of high-profile brands.
Our Customers are a well-diversified mix of beverage and other companies and represent a variety of retail channels and include
retailers and large water marketers.



•    Successful
turnaround positions: Management believes BRWC is well positioned for future growth and pushing the company closer to fulfilling
our mission to become one of North America’s leading producers of high-end private label bottled water.





2







Key elements of the turnaround included
capital expenditures for new equipment, enhanced customer service, focusing on the non-commoditized business, and improving employee
and vendor relations. We have plans to improve our bottling capabilities as well.



Saint-Elie is an affiliated company of
BRWC. Affiliated companies are generally defined as those entities having shared management, common owners and/or shared ownership
interests in other entities. This affiliation is based on the commonality of management and ownership of both companies. Mrs. Lavoie
is President, CEO and the sole member of the Board of Directors of both companies. Mrs. Lavoie owns 75% of Boreal and 100% of a
Canadian holding company known as 3090-8925 Quebec Inc. that, in turn, owns 90% of Saint-Elie.



We have an ongoing licensing/exclusive
distribution agreement with Saint-Elie. Our first agreement was dated December 17, 2007. It was amended on June 18, 2008 and then
both agreements were replaced by the current “Revised Licensing Agreement” dated June 26, 2009 (“distribution
agreement” - an exhibit to this Registration Statement). The distribution agreement has a term of 5 years, with automatic
one year extensions thereafter. Generally, the distribution agreement is an exclusive distribution and branding agreement for Saint-Elie
products in the United States (and its possessions). The distribution agreement flat fee is $1 million (U.S.) (“flat fee”).
Saint-Elie is also paid 5% of sublicensing fees and was issued 22 million shares of restricted BRWC common stock. Boreal is responsible
for its own bottling, packaging, delivery and sub-marketing arrangements and expenses. BRWC co-pack one large customer for Saint-Elie
because BRWC can produce distilled water and Saint-Elie does not. Saint-Elie co-packs for a few customers of BRWC; Saint-Elie produces
sparkling water and BRWC do not.



Why customers choose BRWC: Value-added
products and services. We believe the following factors come into play:



•    Reputation: History of reliability,
flexibility, and specialized packaging capability.



•    Location: Close to natural spring
water, good transportation corridors, good population centers.



•    Flexibility
and a variety of packaging and product options: Ability to fill unique bottle shapes and sizes (while most high-speed lines use
only a limited bottle selection). Ability to bottle value-added water, i.e., vapor distilled water with electrolytes and/or vitamins
and minerals. Customers requiring unique bottles/packaging tend to be higher margin because the product is sold at higher price
points at both the retail and wholesale levels than “generic,” commoditized bottled water.



With exclusive exploitation rights (40
year contract dated on Nov 1, 1995), Boreal has the right to draw 225,000,000 liters of spring water per year as per a permit from
the Quebec Ministry of Environment (please see EXHIBITS).



The nature of products or services offered.



Principal products or services, and their markets:



•    BRWC currently
offers three types of water: Spring water, distilled water; enhanced water which is customized with minerals, oxygen, and fluoride,
and a fourth type being added will be Sparkling water (upon obtaining necessary financing).



•    Bottles can
be branded with clear – rather than more conventional paper – labels, which creates a clean, refreshing look; paper
labels available, too.



•    Customer-specific
packaging: Cases or trays, registered film, different caps, etc.



•    Customers
may specify different formulations of water (different minerals, etc.).



•    Smaller custom
production runs are possible; minimum order size is relatively low (one truckload).



•    We believe
we supply responsive, customized solutions for each customer. Understanding that unique appearance of product may drive customer
interest and loyalty and enable the customer to compete less on price and more on a premium quality product.



The bottled water industry is one of long
and sustained growth, with sales and volume increases far outpacing the beverage industry for the last 20 years. Above-average
growth rates of 6%-9% should continue in coming years, making bottled water a $10.59 Billion (US) market in the United States in
2009 (according to Beverage Marketing Corporation)



•    Key players
in the industry include Coca Cola (Dasani and Glaceau), PepsiCo (Aquafina), Nestle Waters North America (Nestle Pure, Poland Spring,
and various regional brands), and Danone (Dannon Spring).



The industry has grown along 2 divergent
paths, one focused on low-margin, undifferentiated, commoditized product and the other centered on innovative packaging, labeling
and marketing (the Premium Bottled Water Industry; our niche). We believe the evidence shows BRWC is well positioned to benefit
from this latter trend.





3







Distribution methods of the products
or services;



•    BRWC has our own sales force and
in house consultant to direct customers into their choice of a private label program. Our sales staff attends tradeshows to meet
new customers. Our sales staff also arranges for the delivery of products to our customers.



•    Bottles: A full range of sizes are
available, from 8 ounces to 5 gallons. BRWC has many styles of bottles with many shapes so that the customers can select from a
variety of styles, colors and shapes.



•    We now offer “Eco-Pure”,
a biodegradable bottle which was introduced at the 2009 PLMA Trade show in Chicago, IL. BRWC gives this choice of bottle material
so that the environmentally conscientious customers are satisfied.



•    BRWC now offers “Revert,”
an oxo-degradable bottle and also offers “R-PET,” recycled Polyethylene terephthalate (“PET”). BRWC also
offers these bottle materials as a good option to reducing the use of plastic.



•    Bottles may be ordered by BRWC or
by the customer from the bottle makers. In either case, the customer is not confined to industry-standard bottles as we have our
own designs of bottles.



•    Our customers can choose from a
wide variety of bottles and packaging.



•    Labels: BRWC offers many types of
labels materials and designs: Clear labels, Bi-axially oriented polypropylene (“BOPP”) or standard paper labels in
either Pressure sensitive or Cut and stack are offered.



•    Packaging: BRWC packages products
to suit customers’ needs. Packaging has included a variety of trays and cases, caps, registered film, etc.



•    Shipping: We use commercial common
carriers to deliver to our customers.



Status of any publicly announced new
product or service:



The Company’s 75,000 square foot
facility has 3 flexible Polyethylene terephthalate (“PET”) lines, a 1 & 2.5 gallon line, and a 5-gallon line. Our
PET lines are unique in that they can accommodate various bottle sizes, labels, and production runs. When investment or operationally
supplied funds are available, BRWC intends to install two new lines in the near future, one being a sparkling water bottling line
and the second one being a glass bottling line.



As mentioned, BRWC now offers “Eco-Pure,”
a bio-degradable bottle which was introduced at the 2009 Private Label Manufacturers Association (“PLMA”) Trade Show
in Chicago, IL.



Competitive business conditions, the
issuer’s competitive position in the industry, and methods of competition:



•    While many
bottlers will place custom printed paper labels on blown bottles, the Company is not aware of any contract packers that offer our
full range of products and services.



•    Distinct
value proposition: We believe variety and uniqueness are the cornerstones of BRWC’s value proposition. Unlike most contract
packers, BRWC can process a full range of water and bottle types and our creative staff can address our customers’ private
labeling needs.



•    Location:
BRWC’s facility is 90 miles away from New York City in the famous Catskills Mountains and only 17 miles from Alpine Springs,
the source of our natural spring water. Most competitors in this class are smaller in scale and at a competitive disadvantage in
the markets BRWC currently serves due to a more limited range of services and geographical location. (For bottlers in other geographies,
freight costs may make shipping to BRWC’s coverage area prohibitive.).



•    We do not
view traditional high-speed contract bottlers (primarily “national brands” offering standard bottles) as direct competition.
Bottling on high-speed lines tends to cost less but is also undifferentiated, which is part of the reason that prices for this
type of bottled water have been falling. Compared to Boreal Water Collection’s competition class, a cheaper product does
not always guarantee a higher margin.



•    BRWC conducts
our business with customers largely through purchase orders. Occasionally we have “co packing” arrangements with some
major customers. We have three pricing methods:



(1)    Fee
based: BRWC charges co-pack fee; customer provides materials.



(2)    Material
and fee: BRWC purchases materials for customers and charges cost of materials plus a fee.



(3)    Finished
case basis: BRWC commits to a price for each finished case delivered to the customer.





4







Sources and availability of raw materials
and the names of principal suppliers:



•    Spring Water:
The Company purchases spring water from Alpine Farms, Inc. under a 40-year purchase agreement dated November 1, 1995 and modified
April 28, 2000. The agreement provides for the sole and exclusive right to draw water from the source and sell spring water to
third parties. The spring is located 17 miles from the bottling facility. At the source, the spring water flows underground and
is naturally filtered through the stratum. The entire system is designed to ensure that this pure spring water remains natural
and unadulterated. Water is then transported by our employees and company tank trucks to BRWC’s bottling plant in Kiamesha
Lake, where it is passed through a series of multimedia particulate filters to remove any sediment. After treating the water with
ozone, an oxygen molecule used to ensure sanitation, the water is then bottled with its natural mineral content intact.



•    Distilled
Water: BRWC has two private wells on-site, which provide water that is passed through a series of multimedia particulate, and activated
carbon filters, to remove chlorine, phenols, taste, odor compounds and organic minerals. The water is then distilled in a vapor
compression steam unit. All dissolved minerals are left behind as the water is vaporized and condensed in a stainless steel still,
which yields high purity finished water. After filtration and ozonation, the product is promptly bottled.



•    Enhanced
Water: BRWC offers customers the option of enhancing their Private label water by adding minerals, oxygen, and even fluoride. This
process is usually done after the distillation process; our quality control (“QC”) specialist carefully measures out
the various additives per customer request and adds these to the customer’s specific batch before bottling.



•    Sparkling
Water: BRWC is looking to add a sparkling water line to our plant in Kiamesha Lake to appeal to a wider customer base. Sparkling
water is currently available at BRWC’s sister (“affiliate”) company, Saint-Elie in Canada.



No Dependence on one or a few major
customers:



We do not rely or depend on one or only
a few major customers. However, this has not always been the case. For the nine months ended September 30, 2012 and 2011, we reported
sales of $2,127,259 and $2,163,312, a decrease of $36,053, or .02%. This decrease in sales is primarily attributable to a decrease
in one gallon product sales, 3/5/6 gallon products, transportation sales, house brand and the sales of pallets, respectively, partially
offset by an increase in copacking sales of $322,171 and label sales of $43,682. The decrease in sales of our one gallon product
resulted from the loss of a large customer, and the decrease in sales of our 3/5/6 gallon products resulted from shutting down
the production line during September 30, 2012 in accordance with a legal settlement (See Settlement of Lawsuit).



Patents, trademarks, licenses, franchises,
concessions, royalty agreements or labor contracts, including their duration:



BRWC owns a license from Les Sources Saint-Elie
Inc. in Canada, for the exclusive rights for the United States to distribute Saint-Elie brand, for the use of its proprietary bottle
designs and proprietary know-how of the private labeling business. BRWC owns the registered trademarks ‘Leisure Time Spring
Water’ and ‘Boreal Water’.



Need for any government approval of principal
products or services and the status of

any requested government approvals.



BRWC has all the necessary State of New York (Department of
Health), Food and Federal Drug Administration (FDA) and the Quebec Ministry of Environment required government approvals.



PRODUCT LIABILITY



By designing and manufacturing a reliable,
high quality product, the Company will minimize, but not eliminate, the possibility and occurrence of defective products.



The Company has incorporated preventive
measures aimed at reducing its potential exposure to liability risk. The product development and manufacturing program includes
high product reliability standards meant to result in high mean times between failures (“MTBF”). The Company plans
to achieve a high MTBF factor by pursuing strict quality control procedures.



The manufacturing and marketing of
the Company's products, incorporating new technology and processes, has an inherent risk. No one can be sure how each product
will be constituted over time and under various conditions of actual consumption. Even if the products are successfully
bottled and marketed, the occurrence of product liability, or retraction of market acceptance due to the failure of the
product to meet expectations could prevent the Company from ever becoming profitable. Development of new technologies for
manufacture (bottling; product composition) is frequently subject to unforeseen expenses, difficulties and complications, and
in some cases cannot be accomplished. In the opinion of Management, our water products and bottling, as designed, have many
positive attributes, but such attributes must be balanced against field operating experience and unknown technological
changes.





5







Financial Information



The sole source of Boreal Water Collection’s revenue and
income is our water bottling and sales activity. The following table sets forth our total gross revenues and net losses reported
by the Company for the years ended December 31, 2011 and 2012.



|Accounting                   |  | Gross    |           | Net   
|---------------------------- |  | -------- | --------- | ------
|Period                       |  | Revenues |           | Losses
|Year ended December 31, 2011 |  | $        | 2,658,608 |       
|Year ended December 31, 2012 |  | $        | 2,680,429 |       



Please refer to “Item 15.
Financial Statements and Exhibits—Boreal Water Collection, Inc. Financial Statements” included in this Registration
Statement.



Please note that we have elected not to
supply summary financial information for the Company pre-dating our 2010 fiscal year. Note 6 of our audited Financial Statements
for fiscal years 2011 and 2010 states in part:



“In April 2009, the Company acquired
the assets of A.T. Reynolds and Sons, Inc. (“Reynolds”), operating as Leisure Time Spring Water (“Leisure”)
in Kiamesha Lake, New York (See Note 12). In connection with the acquisition of these assets, the Company assumed a $1.9 million
mortgage that was due a commercial bank (“Bank”) against a building and land, included as part of the total assets
acquired from Reynolds. On April 3, 2009, the Company entered into a Mortgage Consolidation, Modification and Extension Agreement
with the Bank. The Company was required to make interest payments only through April 3, 2011, at which time the entire principal
balance was due the Bank. Monthly interest is based on 90-day Libor at 4.00%. The $1.9 million mortgage is personally guaranteed
by the Company’s Chief Executive Officer. The balance due against this mortgage at December 31, 2011 was $1,840,000. The
balance due the Bank on April 3, 2011 was not paid putting the Company in default under the terms of the original agreement. The
Company entered into a Forbearance Agreement (“Agreement”) on May 31, 2011, and upon expiration of that Agreement,
the Company entered into an extension to the Agreement on October 3, 2011, which extended the Agreement period until April 3, 2012.



The Company is presently negotiating with
a finance company to pay back the mortgage that is due to Wells Fargo Bank. This mortgage was assumed when the Company purchased
A.T. Reynolds from the Bankruptcy Court in April 2009. The proposed offer includes a non-recourse loan of 70% of the current fair
market value of the subject real property, a first mortgage on the property, 5 to 10 year term with a 25 year amortization. There
is no guarantee or assurance we will be able to close this particular, or any other, loan arrangement to repay our current mortgage
with Wells Fargo Bank.



Competition



The bottled water industry is one of long
and sustained growth, with sales and volume increases far outpacing the beverage industry for the last 20 years. According to the
Alexandria, VA-based International Bottled Water Association (in a press release dated May 21, 2012), United States per-capita
consumption of bottle water was up 3.2% in 2011, with every American now drinking an average of 29.2 gallons of bottled water annually.
During the same period, global consumption of bottled water rose by 4.1%.



•    Key players
in the industry include Coca Cola (Dasani and Glaceau), PepsiCo (Aquafina), Nestle Waters North America (Nestle Pure, Poland Spring,
and various regional brands), and Danone (Dannon Spring).



Boreal faces two main classes of competition,
neither of which rivals the flexible, customizable product and service mix that the Company offers. BRWC does not have a significant
competitive environment in our niche (the Premium Bottled Water Industry) and does not currently experience much, if any, competitive
pressure. However, it should be pointed out that marketing plans of others can change at any time and there is always the possibility
that competitors may decide to offer contract packing competitive with our products and services. Our competitors can also attempt
to change the market perception by differing types of promotional activities and/or launch divisions competing more directly with
us.



Intellectual Property



Boreal Water Collection
uses a variety of trade names, service marks and trademarks (collectively, the “Marks”) in its operations and
believes that we have or will have all licenses for the third-party Marks necessary to conduct our continuing operations following
the Registration Effective Date. BRWC owns a license from Les Sources Saint-Elie Inc. in Canada, for the exclusive rights for the
United States to distribute Saint-Elie brand, for the use of its proprietary bottle designs and proprietary know-how of the private
labeling business. BRWC owns the registered trademarks ‘Leisure Time Spring Water’ and ‘Boreal Water’.





6







Management



The Company is managed
by a Board of Directors. Currently we have one member on our Board of Directors, Mrs. Francine Lavoie. Our Director has been selected
due to, among other things, her experience and expertise in the bottled water industry and other business ventures. Mrs. Lavoie
is also our majority shareholder. We have no current plans to add members to our Board of Directors. However, should we do so,
membership on the Board of Directors is not expected to require the full professional time of the individuals serving on the board.
As such, the members of the Company’s Board of Directors may, from time to time, be engaged in other business endeavors,
including but not limited to those business endeavors in which they are currently involved, aside from their commitments to the
Company or Boreal Water Collection. Mrs. Lavoie is not currently involved in other businesses that are in direct competition with
the Company. See “Item 10. Management and Executive Officers” for details on the member of our Board of Directors
and certain of her past and present business endeavors. There are no compensation plans or benefit packages established or currently
planned for management.



Costs and effects
of compliance with environmental laws (federal, state and local):



1.    CUSTOMER
STANDARDS:  We always strive to live up to our customers’ expectations. BRWC’s customers require regular
inspections of BRWC’s operations, which are performed by customers or by third-party auditors, i.e., AIB International (“AIB”)
and National Science Foundation International (“NSF”).



2.    FEDERAL
REGULATIONS:  Bottled water is fully regulated as a packaged food product by the US Food and Drug Administration
(“FDA”). As such, bottled water companies must adhere to FDA’s Standard of Quality, labeling standards and Good
Manufacturing Practices (“GMPs”).



3.    STATE
STANDARDS:  In addition to FDA’s extensive regulatory requirements, the bottled water industry is subject to
state regulatory requirements. State governments typically sample, analyze and approve water sources. Under the federal GMPs, only
approved water sources can be used to supply a bottling plant. Many states also require bottled water plants to be registered with
the state and comply with their specific requirements. States also certify testing laboratories. As with any food production establishment,
states can perform unannounced plant inspections. Some states perform annual inspections.



4.    INDUSTRY
STANDARDS:  In addition to the federal and state standards for bottled water, International Bottled Water Association
(“IBWA”) members are subject to another level of oversight through the IBWA Model Code, which in several cases contains
standards that are stricter than FDA, state or public drinking water standards. As a condition of membership, bottlers must submit
to an annual, unannounced plant inspection administered by an independent, internationally recognized third-party inspection organization.
This inspection audits quality and testing records, reviews all areas of plant operation from source to finished product, and checks
compliance with FDA’s Standard of Quality, GMPs, principles of the Hazard Analysis and Critical Control Points (“HACCP”)
management system and any state regulation. At this time BRWC is not member of the IBWA but intends to become member in 2012.



Employees



Company presently has
18 full time employees and is running solely on a day shift time schedule. The Company is presently evaluating plans to increase
production with a second shift to our present operation schedule due to our increased sales volume.



Regulation and Licensing



BRWC has all the necessary
State of New York (Department of Health), Food and Federal Drug Administration (FDA) and the Quebec Ministry of Environment required
government approvals.





7







ITEM 2. PROPERTIES.



Boreal Water’s Bottling facility
and bottling capabilities are flexible and can service a broad range of customers of all sizes, fulfilling their specialized water
and packaging needs.



Size: BRWC occupies approximately 75,000
square feet, at 4496 State Road 42N, Kiamesha Lake, NY 12751. 55,000 square feet of this space is used for manufacturing purposes.



Facility Enhancements: Subject to the availability
of financing, BRWC is currently planning to install a glass bottling line and a sparkling water line.



ITEM 3. LEGAL PROCEEDINGS.



The “Dowser Action:”



On April 20, 2009, Dowser, LLC (“Dowser”)
commenced an action against the Company, as defendants in the United States District Court for the Southern District of New York,
alleging breach of contract arising out of the Company’s purchase of certain assets in the Chapter 11 Bankruptcy Case in
Re A.T. Reynolds & Sons, Inc. Case No. 08-37739 (cgm), pending in the United States Bankruptcy Court, Southern District of
New York, Poughkeepsie Division (“Reynolds Bankruptcy”). As alleged in its complaint, Dowser sought alleged “actual
and consequential damages in the amount to be determined at trial, but believe to exceed $3.5 million plus interest; primarily
in the sale of the “Home and Office Division” (“HOD”) by BRWC to another company.



On June 12, 2009, the Company submitted
its answer in the Dowser Action, denying liability and asserting various affirmative defenses, including, among other things, failure
to condition precedent and the Bankruptcy Court Orders regarding the sale of the assets to the Company. The Bankruptcy Court had
granted approval for the Company to sell the HOD to another company.



One of the attorneys with the firm that
has been defending the Company has been identified as a potential witness in the Dowser action and the law firm has withdrawn as
counsel for the Company, with the Company’s knowledge and consent. The Company engaged new counsel on March 15, 2011. Certain
depositions were provided in the fall of 2011 and the spring of 2012.



The parties to this action have now reached
an out of court settlement and the Company has granted an exclusive master bottling rights to Dowser to bottle Leisure Time water
in 3, 5, and 6 gallon refillable containers.



The “Cortellazi, et al Matter:”



In another matter; Boreal Water Collection,
Inc. (“company” or “BRWC”) and Mrs. Francine Lavoie, CEO and controlling shareholder of the company, received
multiple offers for the purchase of her shares in 2011. Mr. Andrea Cortellazi (“Cortellazi”) made three such offers
in succession; first through a company known as “Kochi,” then personally, and finally on or about May 17, 2011 from
a company named Monticello Water Company (“Monticello”).



Cortellazi brought 2 gentlemen on board
to assist in his buy-out bid (“proposed management”). One was proposed as CEO (to replace Mrs. Lavoie) and the other
was a former member of BRWC management. Cortellazi stated to Mrs. Lavoie that financing for the buy-out could not proceed with
Mrs. Lavoie remaining as management of the company. They also stated that she should open a new Boreal bank account with Cortellazi
as signatory (to receive buy out investment funds) (“Cortellazi BRWC account”). Mrs. Lavoie agreed to this new account
with an understanding that it would not be used until the buy-out transaction was completed. Mrs. Lavoie resigned, but only with
the understanding the transaction would close within a week’s time and would include the transfer of her personal guarantee
of the company’s bank credit line to Cortellazi. Eventually, it was determined that Mr. Cortellazi was using the account
without authority, allegedly converting invested funds for his personal use, including funds invested by the 2 individuals brought
in as part of the alleged buy-out scheme.



Mrs. Lavoie was restored as the President,
CEO and sole Director of the company. She then received demands and threatened legal action from Cortellazi’s proposed management
stating that BRWC owed money in NSF checks issued from the Cortellazi BRWC account.



A “Summons with Notice” (but not
a Complaint), naming BRWC, Mrs. Lavoie and Cortellazi as defendants, was filed on March 14th, 2012 in the Sullivan
County, New York Supreme Court (and later served on BRWC and Mrs. Lavoie) by counsel for plaintiffs (the proposed CEO and former
Boreal employee). The index number of the court filing is 2012-676. The Company and Mrs. Lavoie have retained counsel. A Complaint
has since been served, seeking damages totaling $53,600 plus $15,000 in attorney’s fees, alleging violations of Article
11 of New York’s General Obligations Law. Plaintiffs are identified as Michael Gambino and Alan Silverstein. Defendants
BRWC and Mrs. Lavoie have filed an Answer and Counterclaims, dated September 24, 2012. Counterclaims have been filed against Cortellazi,
who has basically admitted his role in the scheme as part of an out of court settlement, as well as Gambino and Silverstein for
fraud, defamation and slander, and damages, including punitive damages and attorney’s fees.





8







A preliminary conference was held with
the Judge on February 13, 2013.  A discovery schedule was entered into.  All paper discovery is due by April 3, 2013. 
All depositions of parties by May 29th, and all non-party depositions by June 20th.  The parties are to appear for a
compliance conference by June 27th, 2013.



The Company may be a defendant in various
suits and claims that arise in the normal course of business. In the opinion of management, the ultimate disposition of these other
suits and claims, if any, will not likely materially affect the Company’s financial position, liquidity, or results of operations.



ITEM 4. Mine
Safety Disclosures.



None



PART II





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



(a) Market Information



Our common stock is traded under the symbol BRWC
on www.otcmarkets.com.



(b) Holders



Period end date; December 31, 2012.





|(i)   | Number of shares authorized;                        | 
|----- | --------------------------------------------------- | 
|      | 600,000,000.                                        | 
|(ii)  | Number of shares outstanding;                       | 
|      | 310,158,907                                         | 
|(iii) | Freely tradable shares (public float);              | 
|      | 59,312,315                                          | 
|(iv)  | Total number of beneficial shareholders             | 
|      | Francine Lavoie is the only beneficial shareholder. | 
|(v)   | Total number of shareholders on record;             | 
|      | 997 shareholders.                                   | 



ITEM 6. SELECTED FINANCIAL DATA.



As a Smaller Reporting Company, as defined by Rule 12b-2 of
the Exchange Act and in Item 10(f)(1) of Regulation S-K, we are electing scaled disclosure reporting obligations and therefore
are not required to provide the information requested by this Item.







9







ITEM 7. MANAGEMENTS DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.



THE DISCUSSION IN THIS SECTION CONTAINS
CERTAIN STATEMENTS OF A FORWARD-LOOKING NATURE RELATING TO FUTURE EVENTS OR OUR FUTURE PERFORMANCE. WORDS SUCH AS "ANTICIPATES,"
"BELIEVES," "EXPECTS," "INTENDS," "FUTURE," "MAY" AND SIMILAR EXPRESSIONS OR
VARIATIONS OF SUCH WORDS ARE INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS, BUT ARE NOT THE ONLY MEANS OF IDENTIFYING FORWARD-LOOKING
STATEMENTS. SUCH STATEMENTS ARE ONLY PREDICTIONS AND ACTUAL EVENTS OR RESULTS MAY DIFFER MATERIALLY.



IN EVALUATING SUCH STATEMENTS, YOU SHOULD
CONSIDER VARIOUS RISK FACTORS, INCLUDING BUT NOT LIMITED TO, THE INHERENT DIFFICULTY IN OPERATING A “GOING CONCERN;”
THE EFFECT IF THERE WERE TO BE SIGNIFICANT CHANGES IN MANAGEMENT PERSONNEL; POTENTIAL PRODUCT LIABILITY ISSUES; DIFFICULTY IN MEETING
COMPETITOR CHALLENGES SUCH AS THE INTRODUCTION OF NEW PRODUCTS; INCREASED RESEARCH AND DEVELOPMENT AND/OR EQUIPMENT ACQUISITION
COSTS; CHANGES IN GENERAL ECONOMIC CONDITIONS AND/OR THE INDUSTRY IN WHICH THE COMPANY COMPETES; CHANGES IN THE QUALITY AND/OR
SOURCES OF RAW MATERIALS; MAJOR GOVERNMENT REGULATION CHANGES AND/OR ISSUE(S); FLUCTUATIONS IN WORK FORCE QUALITY AND AVAILABILITY;
LABOR DISRUPTIONS (SUCH AS RAW MATERIAL, CONTAINER MANUFACTURE, PRODUCT TRANSPORTATION STOPPAGES OR SLOWDOWNS); ANY OF WHICH COULD
CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE INDICATED BY SUCH FORWARD-LOOKING STATEMENTS.



|A. | RESULTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2012 COMPARED TO THE YEAR ENDED DECEMBER
31, 2011
|-- | -------------------------------------------------------------------------------------------------------



Comparison of year ended December 31, 2012 to year ended
December 31, 2011



For the years ended December 31, 2012
and 2011, we reported sales of $2,680,429 and $2,658,608, an increase of $21,821, or .008%. The increase is attributable to an
increase in copacking sales of $482,844 and label sales of $54,491, partially offset by decreases of $515,514 in in one gallon
product sales, 3/5/6 gallon products, transportation sales, house brand and the sales of pallets. The decrease in sales of our
one gallon product resulted from the loss of a large customer, and the decrease in sales of our 3/5/6 gallon products resulted
from shutting down the production line during September 30, 2012 in accordance with a legal settlement (See Settlement of Lawsuit).
The increase in copacking sales and label sales resulted from our sales strategy to (i) increase sales of the Boreal brands to
both new customers and existing customers, (ii) select price increases, (iii) improve our distribution network and (iv) aggressively
grow our copacking and label business,



For the years ended December 31, 2012 and
2011, cost of sales and the gross profit percentages were 80% and 75% and 20% and 25%, respectively. The decrease in gross profit
resulted from a 6.3% increase in direct manufacturing expenses and a decrease of 34% for delivery expenses, respectively, partially
offset by an increase of 17% in indirect manufacturing expenses. As a percentage of sales, direct manufacturing expenses increased
to 62% from 58%, delivery expenses decreased to 8% from 12%, and indirect manufacturing costs increased to 17% from 15%.





Selling and general administrative expenses
decreased $162,418, or 16.5% to $817,342 for the year ended December 31, 2012 from $919,760 reported for the comparable period
in 2011. As a percentage of sales, selling and general administrative expenses decreased to 30.5% for the year ended December
31, 2012 from 36.8% for the same period in 2011. Direct selling expenses increased $49,420, or 80%, to $111,107 for the year ended
December 31, 2012 from $61,687 reported for the comparable period in 2011. Direct selling expenses are comprised of sales compensation
costs, advertising, and related travel costs. This increase in direct selling expenses is attributable to the Company’s
commitment to accelerating growth by aggressively marketing and promoting the Boreal brand. General administrative expenses decreased
$97,242, or 16.6%, to $486,647 for the year ended December 31, 2012 from $583,890 reported for the comparable period in 2011.
The decrease is attributable to $164,566 decrease in stock based compensation, salaries, property taxes, insurance, telephone
and late fees, partially offset by increases of $67,327 in professional fees, bad debts, bank charges and other miscellaneous
expenses.







Extraordinary items amount of $82,500 represents
the cost of a settlement relating to product purchases and a gain $7,500 on extinguishment of debt which are discussed in Notes
9-10 to our financial statements for the twelve month ended December 31, 2012 and 2011.





For the years ended December 31, 2012
and 2011, we reported interest expense of $127,704 and $99,225, respectively. Debt obligations and interest paid against these
debt obligations are discussed in Notes 9-10 to our financial statements for the twelve month ended December 31, 2012 and 2011.



Other income totaled $11,339 and $0 for
the years ended December 31, 2012 and 2011, respectively.







For the years ended December 31, 2012 and
2011, the Company did not pay any federal income taxes. For the year ended December 31, 2012, the Company recorded income tax benefit
of approximately $82,000, which represents the change in the difference between book and tax basis of assets originally acquired
in a bargain asset purchase. No income tax benefit was recorded for 2011.







10







LIQUIDITY AND CAPITAL RESOURCES





At December 31, 2012, the Company had an
accumulated deficit since January 10, 2006 (the date of quasi reorganization) of $3,323,217. Liquid assets at December 31, 2012
consisted primarily of cash and cash equivalents of $146,373. Current liabilities of $3,112,459 exceeded current assets by $2,644,232.
Historically, we have financed our business through cash generated from ongoing operations, proceeds from sale of common stock
to third party investors, and borrowings from financial institutions, and advances received from related parties, and officers
of the Company. The company is currently pursuing financing alternatives. Until the company is successful in securing funds investors
they have begun to stretch payments to its vendors and thus its obligations to those vendors have increased from the prior year.
There is no guarantee that the Company will be able to raise funds from outside investors or continue to rely on its vendors to
help finance its operations.





Cash increased $78,028 to $146,373 at December
31, 2012, as compared to $68,345 at December 31, 2011, which results from the following:



|Net loss                                      |  | $ | (822,902 | )
|--------------------------------------------- |  | - | -------- | -
|                                              |  |   |          |  
|Adjustments to reconcile net loss to net cash |  |   | 495,297  |  
|                                              |  |   |          |  
|Changes in operating assets and liabilities   |  |   | 102,435  |  
|                                              |  |   |          |  
|Net cash used by operating activities         |  |   | (225,170 | )
|                                              |  |   |          |  
|Investing activities                          |  |   | (10,944  | )
|                                              |  |   |          |  
|Financing activities                          |  |   | 314,142  |  
|                                              |  |   |          |  
|Net increase in cash                          |  | $ | 78,028   |  



Cash used by our operating activities for
the year ended December 31, 2012 was approximately $225,170, comprised of a net loss of $822,902, noncash reconciling adjustments
of $495,297, changes in operating assets and liabilities of $102,435. Noncash reconciling adjustments include stock-based compensation
of $30,000, stock issued for services of $32,000, and depreciation and amortization of $441,750 partially offset by decreases in
allowance for doubtful accounts of $7,886 and gain on sale of fixed assets of $567.



The $102,435 change in operating assets
and liabilities is primarily attributable to an increase in accounts payable of 201,702, security deposit of $25,340, prepaid expenses
of $40,105, accounts receivable of $ $8,421, partially offset by a decrease in accounts receivable – other of $13,624, inventory
of $63,722, deferred tax liability of $83,495 and a decrease in deferred revenue of $12,292.



Cash used in investing activities of $10,944
was the result of proceeds of sale of asset of $3,000, partially offset by purchase of equipment for $13,944. Cash provided by
financing activities was approximately $314,142, comprised of advances from related parties of $158,955, proceeds from sale of
common shares of $120,000, deposit on purchases of common shares of $65,000, payments against loan payable obligation for property
taxes of $85,739, payments on equipment loan of 47,500 and change in mortgage payable of $103,426.



On April 3, 2009, the Company acquired
the assets of A.T. Reynolds and Sons, Inc. (“Reynolds”), operating as Leisure Time Spring Water (“Leisure”)
in Kiamesha Lake, New York (See Note 12). In connection with the acquisition of these assets, the Company assumed a $1.9 million
mortgage that was due a commercial bank (“Bank”) against a building and land, included as part of the total assets
acquired from Reynolds. On April 3, 2009, the Company entered into a Mortgage Consolidation, Modification and Extension Agreement
with the Bank. The Company was required to make interest payments only through April 3, 2011, at which time the entire principal
balance was due the Bank. Monthly interest is based on 90-day Libor at 4.00%. The $1.9 million mortgage is personally guaranteed
by the Company’s chief executive officer. The balance due against this mortgage at December 31, 2011 was $1,840,000. The
balance due the Bank on April 3, 2011 was not paid putting the Company in default under the terms of the original agreement. The
Company entered into a Forbearance Agreement (“Agreement”) on May 31, 2011, and upon expiration of that Agreement,
the Company entered into an extension to the Agreement on October 3, 2011, which extended the Agreement period until April 3, 2012.





The company continues to accrue interest
on this obligation until such time as a refinancing plan is finalized.







11









The Company is presently
negotiating with several parties to pay back the mortgage that is due to Wells Fargo Bank. The Company believes Wells Fargo will
not foreclose on the mortgage, but instead is working to find other banks willing to assume this obligation. This mortgage was
assumed when the Company purchased A.T. Reynolds from the Bankruptcy Court in April 2009. There is no guarantee or assurance we
will be able to close this particular, or any other, loan arrangement to repay our current mortgage with Wells Fargo Bank.





Our independent registered public
accounting firm has expressed substantial doubt as to our ability to continue as a going concern. The accompanying financial statements
have been prepared assuming that the company will continue as a going concern, which contemplates the recoverability of assets
and the satisfaction of liabilities in the normal course of business. Currently, we have a minimum cash balance available for the
payment of ongoing operating expenses, and our operations is not providing a source of funds from revenues sufficient to cover
our operational costs to allow it to continue as a going concern. The continued operations of the Company is dependent upon generating
profits from operations and raising sufficient capital through placement of our common stock or issuance of debt securities, which
would enable the us to carry out our business plan.





The company currently
is consuming cash reserves at the rate of approximately $15,000 per month assuming current levels of revenue and has been increasing
the days outstanding with its vendors. In the ensuing months, should the company be unsuccessful in significantly increasing sources
of revenue it will be forced to find additional capital to support operations and fund its growth





In the event we do not generate sufficient
funds from revenues or financing through the issuance of our common stock or from debt financing, we may be unable to fully implement
our business plan and pay our obligations as they become due, any of which circumstances would have a material adverse effect on
our business prospects,



At December 31, 2012, we owed $250,000 to a commercial bank
against a revolving line of credit of $250,000. The line of credit is secured by the Company’s accounts receivable and inventory,
and carried an interest rate of 5.25% at December 31, 2012.



Critical Accounting Policies and Estimates



The preparation of our financial statements
requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure
of contingent liabilities and the reported amounts of revenues and expenses.  Our estimates are based on assumptions
we believe are reasonable under the circumstances.  We will evaluate our estimates on an ongoing basis and make changes
as experience develops or as we become aware of new information.  Actual results may differ from these estimates.



We believe the following critical accounting
policies affect our more significant judgments and estimates used in the preparation of our financial statements.



Off-Balance Sheet Arrangements



None.



The Company does not
invest in market risk sensitive instruments. At times, the Company's cash equivalents consist of overnight deposits with banks
and money market accounts.  The Company's objective in connection with its investment strategy is to maintain the security
of its cash reserves without taking market risk with principal.



CRITICAL ACCOUNTING POLICIES



Our significant accounting policies are
disclosed in Note 2 of our Audited Financial Statements ending December 31, 2011. Certain of our policies require the application
of management judgment in making estimates and assumptions that affect the amounts reported in the financial statements and disclosures
made in the accompanying notes. Those estimates and assumptions are based on historical experience and various other factors deemed
to be applicable and reasonable under the circumstances. The use of judgment in determining such estimates and assumptions is by
nature, subject to a degree of uncertainty. Accordingly, actual results could differ from the estimates made.



We have elected to use the extended transition
period for complying with new or revised accounting standards under Section 102(b)(1) of the JOBS Act. This election allows us
to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies
until those standards apply to private companies. Furthermore, as a result of this election, our financial statements may not be
comparable to companies that comply with public company effective dates.





12







Additional Plan of Operation.



Boreal has renegotiated all contracts with
suppliers and customers and has developed and designed a new marketing approach with a goal of making Boreal Water Collection one
of North America’s leaders for high-end private label bottled water.





The Company is positioned
to accelerate its development plans. The first part is to provide existing customers with the additional volume they request and
seek new business with a view to achieve sales in a range between $4 million to $5 million for the 12 months ending December 31,
2014. During 2014, the Company plans on adding equipment to its facility in order to achieve the growth plans described below.
Management is currently communicating with potential investors, offering a privately placed
convertible note (substantial amount; not specifically disclosed herein to maintain confidentiality).





Any such private
investment sought and secured from foreign investors will be in compliance with Regulation S of the SEC. We also use the “sophistication”
standard of Rule 506 of Regulation D of the SEC in helping us determine the suitability of all potential investors, including
those located in other nations.



We do not anticipate
the need for acquiring or licensing further water sources. We would like to raise private funding to provide for the following:





| | · | $500,000 working capital to build our sales force and strengthen our
marketing and promotion programs, including extending our geographic coverage as our capacity increases (see new installations
below).
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | Install a sparkling water bottle line; $250,000 needed as a down payment
on financing the line purchase ($600,000 estimated total investment).
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------



| | · | Install a glass bottling line; $250,000 needed as a down payment on
financing the line purchase ($350,000 estimated total investment).
| | - | --------------------------------------------------------------------------------------------------------------------------------------



| | · | Upgrade our plant facility to export standards--$250,000.
| | - | ---------------------------------------------------------



| | · | Pay for legal and accounting fees associated with becoming a reporting
company-- $50,000.
| | - | -----------------------------------------------------------------------------------------



Here is our estimated
cost summary:



|Refinancing Wells Fargo mortgage                                         |  | $ | 1,000,000.00 | 
|------------------------------------------------------------------------ |  | - | ------------ | 
|Working cap & building management & cost of becoming a reporting company |  | $ | 800,000.00   | 
|Upgrading NY plant standards for export                                  |  | $ | 250,000.00   | 
|Sparkling water filling line                                             |  | $ | 600,000.00   | 
|Glass Bottling line                                                      |  | $ | 350,000.00   | 
|Sub Total                                                                |  | $ | 3,000,000.00 | 





13







Subsequent to that being accomplished, the company will prepare
for:





| | a) | The acquisition of a glass bottling line to better service
the Tri-State high end market.
| | -- | -----------------------------------------------------------------------------------------



| | b) | The acquisition of a sparkling water bottling line to
be able to service that new market and develop the sales.
| | -- | ---------------------------------------------------------------------------------------------------------------



| | c) | This combined growth and consolidation effort will require access to
more capitalization and Interim funding on a timely basis. This will enable the company to:
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                 

| | · | Establish a stronger management and organization
structure;
| | - | -----------------------------------------------------------

| | · | Extend our distribution network and geographic
coverage so to establish our intended position as a North American’s leader of high end private label water;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | Consider the acquisition of other water
springs in the US and the establishment of production plants at the chosen location, with the Southeast United States as a priority.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Settlement of
Lawsuit:



On April 20, 2009, Dowser, LLC (“Dowser”)
commenced an action against the Company, as defendants in the United States District Court for the Southern District of New York,
alleging breach of contract arising out of the Company’s purchase of certain assets in the Chapter 11 Bankruptcy Case in
Re A.T. Reynolds & Sons, Inc. Case No. 08-37739 (cgm), pending in the United 17



States Bankruptcy Court, Southern
District of New York, Poughkeepsie Division (“Reynolds Bankruptcy”). As alleged in its complaint, Dowser sought
alleged “actual and consequential damages in the amount to be determined at trial, but believe to exceed $3.5 million
plus interest; primarily in the sale of the “Home and Office Division” (“HOD”) by BRWC to another
company.



On June 12, 2009, the Company submitted
its answer in the Dowser Action, denying liability and asserting various affirmative defenses, including, among other things, failure
to condition precedent and the Bankruptcy Court Orders regarding the sale of the assets to the Company. The Bankruptcy Court had
granted approval for the Company to sell the HOD to another company.



One of the attorneys with the firm that
had been defending the Company was identified as a potential witness in the Dowser action and the law firm withdrawn as counsel
for the Company, with the Company’s knowledge and consent. The Company engaged new counsel on March 15, 2011. Certain depositions
were provided in the fall of 2011 and spring 2012.



The parties to this action reached an out
of court settlement, and the Company granted an exclusive master bottling rights to Dowser to bottle Leisure Time water in 3, 5,
and 6 gallon refillable containers. Both parties are committed to a smooth transition in the co-packing activities.



Accordingly, Boreal will discontinue the
bottling of this kind of refillable containers. In the words of Ms. Lavoie, “will concentrate at what we are good at, which
is the small format bottles and the private label business.”



C. Off-Balance Sheet Arrangements.



The Company has no off-balance sheets arrangements.



ITEM 7A. QUANTITATIVE AND QUALITATIVE
DISCLOSURE OF MARKET RISK.



The Company has one market risk sensitive instrument. Our mortgage
with Wells Fargo is an adjustable interest rate instrument. The interest rate is calculated at 90 days LIBOR plus 4%. We have had
very little variation to date. The opening interest rate (May 1, 2009) was 5.00688%. The rate remains low, currently at 4.375%.



ITEM 8. FINANCIAL STATEMENTS AND
SUPPLEMENTARY DATA.



See “Item 15. Financial Statements
and Exhibits.”





14







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



None.



ITEM 9A. CONTROLS AND PROCEDURES.



Management’s Report on Disclosure Controls and Procedures

We seek to improve and strengthen our control processes to ensure
that all of our controls and procedures are adequate and effective. We believe that a control system, no matter how well designed
and operated, can only provide reasonable, not absolute, assurance that the objectives of the controls system are met. In reaching
a reasonable level of assurance, management necessarily was required to apply its judgment in evaluating the cost-benefit relationship
of possible controls and procedures. In addition, 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, a control may become inadequate because of changes in conditions, or the degree
of compliance with policies or procedures may deteriorate. No evaluation of controls can provide absolute assurance that all control
issues and instances of fraud, if any, within a company will be detected.



As of the end of the period covered by this report, we carried
out an evaluation, under the supervision and with the participation of our President/Chief Executive Officer, of the effectiveness
of the design and operation of our disclosure controls and procedures pursuant to Rule 13a-15(b) of the Exchange Act. Based upon
that evaluation, our Chief Executive Officer/Chief Financial Officer concluded that, as of the end of the period covered by this
annual report, our disclosure controls and procedures were effective at the reasonable assurance level discussed above.



There were no changes in our internal controls over financial
reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d that occurred
during the last quarter that have materially affected, or are reasonably likely to materially affect our internal control over
financial reporting.



Management’s Annual Report on Internal Control Over
Financial Reporting



Our Chief Executive Officer/Chief Financial
Officer is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Exchange
Act Rules 13a-15(f) and 15d-15(f)) for our Company. Internal control over financial reporting is a process designed 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. Our management conducted an assessment of the effectiveness
of our internal control over financial reporting as of December 31, 2012 based on criteria established in “Internal Control—Integrated
Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this assessment,
our management concluded that, as of December 31, 2012, our internal control over financial reporting was effective.





This annual report does not include an attestation report of
our registered independent public accounting firm regarding internal control over financial reporting. Management’s report
was not subject to attestation by our registered independent public accounting firm.



ITEM 9B. OTHER INFORMATION.



None.



15







PART III



ITEM 10. DIRECTORS AND EXECUTIVE
OFFICERS AND CORPORATE GOVERNANCE.



Currently, we have one Director and two officers.



Set forth below are the names, ages, positions,
and biographical information of our Director and executive officers.



|Name                   |  | Age |  | Position                 
|---------------------- |  | --- |  | -------------------------
|Mrs. Francine Lavoie   |  | 55  |  | President, CEO, Treasurer
|Mr. Christopher Umecki |  | 53  |  | VP - Operations          



|A. | The name of the Chief Executive Officer, sole member of
the Board of Directors and control person.
|-- | --------------------------------------------------------------------------------------------------



|1. |  | Mrs. Francine Lavoieis the President, Chief Executive Officer, Treasurer, and currently the sole Director of the Company, located at 4496 State Road 42N, Kiamesha Lake, NY 12751, positions she has held since May 2008. Mrs. Francine Lavoie has been in the bottling and distribution of natural spring water since 2000. Ms Lavoie has a B.A.Sc. in chemical engineering from the University of Ottawa and a M.B.A. from University of Western Ontario. She also holds several awards from Best Business of the Year, Excellence in Export from the Minister of Agriculture, and Best Business Builder of the Year, to Best Women Entrepreneur of the Year. In addition to serving as President and CEO of Boreal Water Collection, Inc., Ms. Lavoie is also President and owner of Les Sources Saint-Elie, a three time award winner for superior taste from the International Taste and Quality Institute. She has previously demonstrated her business abilities in real estate development, product conception, and international sales as the President and owner of DeLaVoie International from 1986 through 2002. In 2001, Mrs. Lavoie became the President of Les Sources Saint-Elie and restructured the entire company after a near bankruptcy situation. She developed and designed a new marketing approach and managed the whole plant operation from sales, finance, and manufacturing at the natural spring water bottling plant to obtaining a permit to increase production from regulatory agencies, which makes Saint-Elie one of Canada’s largest sources in Quebec. In April of 2009, Ms. Lavoie acquired A.T. Reynolds dba Leisure Time Spring Water (LTSW) from the bankruptcy courts. Based on her experience in business and specifically in the bottle water industry, she quickly determined that it would be in the Company’s best interest to sell the Home and Office Division (“Division”), which ultimately resulted in the successful sale of the Division to LTSW to a NJ distributor, with a four year bottling contract. She has renegotiated all contracts with suppliers and customers, restructured and conducted a successful turnaround strategy, and has developed and designed a new marketing approach, with a goal of making Boreal Water Collection a North Eastern USA leader for high-end private label bottled water.
|-- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|2. |  | Christopher UmeckiisVice President of operations and also in charge of the design department and IT department located at 4496 State Road 42N, Kiamesha Lake, NY 12751. Mr. Umecki is a results-driven operating executive with 10 years’ progressive experience in plant, manufacturing and distribution management, with the ability to combine modern manufacturing philosophies and systematic approaches to consistently deliver strong operating and financial results. He has over 15 years experience in publicity, graphic design, and photography, which includes photo art, logos and brochures, infography, graphics and design, and production of electronic and printed material. Mr. Umecki had experience with organizations such as Alfred Sung, Tropicana, and L'Oreal; he is recognized in the industry for his innovations and creativity. He also manages all the bottling, ordering and deliveries process, directly from the Boreal plant.
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|3. |  | None of the officers or our sole Directorhave been the subject of a conviction in a criminal proceeding, or named as a defendant in a pending criminal proceeding, or had an order, judgment or decree entered by a court of competent jurisdiction that in any way enjoined, barred, suspended or otherwise limited that officers or Directors involvement in any business, securities, commodities or banking activities; nor has any officer or Director been the subject of any finding or judgment by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission, the Commodity Futures Trading Commission, or a state securities regulator of a violation of federal or state securities or commodities law, which finding or judgment has not been reversed, suspended or vacated; or been the subject of the entry of an order by self-regulatory organization that permanently or temporarily barred, suspended or otherwise limited any officer’s or Director’s involvement in any type of business of securities activities.
|-- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Our Director has the business address as
the corporate headquarters. There are no relationships by, between or among the officers and Directors and shareholders of the
Company not disclosed in this document.



|4. |  | Board memberships and other affiliations:
        
        Mrs. Lavoie is an officer, Director and
        principal shareholder of 3090-8925 Quebec Inc.; which is the holding company owning Saint-Elie.
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





16







ITEM 11. EXECUTIVE COMPENSATION.



Compensation for the management and the
sole member of the Board of Directors has been determined by the sole member of our Board of Directors, and to date is unpaid,
and accrued on the books and records of the Company.



Summary Compensation Table





|Name and principal position |  | Year |  | Salary($) |  | Bonus($) |  | Stock awards($) |  | Option awards($) |  | Non-equityincentive plan compensation($) |  | Change in pension value and nonqualified deferred compensation earnings($) |  | All other compensation($) |  | Total($)
|--------------------------- |  | ---- |  | --------- |  | -------- |  | --------------- |  | ---------------- |  | ---------------------------------------- |  | -------------------------------------------------------------------------- |  | ------------------------- |  | --------
|(a)                         |  | (b)  |  | (c)       |  | (d)      |  | (e)             |  | (f)              |  | (g)                                      |  | (h)                                                                        |  | (i)                       |  | (j)     
|                            |  |      |  |           |  |          |  |                 |  |                  |  |                                          |  |                                                                            |  |                           |  |         
|Francine Lavoie (1)(2)      |  | 2012 |  | 0         |  | none     |  | 0               |  | none             |  | none                                     |  | none                                                                       |  | none                      |  | 0       
|                            |  |      |  |           |  |          |  |                 |  |                  |  |                                          |  |                                                                            |  |                           |  |         
|Francine Lavoie             |  | 2011 |  | 45,370    |  | none     |  | 50,000          |  | none             |  | none                                     |  | none                                                                       |  | none                      |  | 95,370  
|                            |  |      |  |           |  |          |  |                 |  |                  |  |                                          |  |                                                                            |  |                           |  |         
|Christopher Umecki          |  | 2012 |  | 0         |  | none     |  | 0               |  | none             |  | none                                     |  | none                                                                       |  | none                      |  | 0       
|                            |  |      |  |           |  |          |  |                 |  |                  |  |                                          |  |                                                                            |  |                           |  |         
|Christopher Umecki (2)      |  | 2012 |  | 0         |  | none     |  | 50,000          |  | none             |  | none                                     |  | none                                                                       |  | none                      |  | 50,000  



|(1) |  | Salary includes salary payments foregone by the president and CEO, which was replaced in its entirety by non-cash compensation in the form of the issuance of 5,331,494 shares of common stock valued at $0.01 per share.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) |  | Stock awards represent 1.0 million shares of common stock issued to each officer as a bonus; shares were valued at $0.05 per share.                                                                                      



There are no performance based, warrant,
option, incentive, retirement, pension, plan-based, non-qualified deferred, golden parachute or other plans for Management. No
Director compensation has been paid by the Company. We do not have a Compensation Committee of the Board of Directors.



|A. | Number and class of the issuer’s securities beneficially
owned by each such person.
|-- | -----------------------------------------------------------------------------------



Francine Lavoie owns 225,000,000 shares
of common stock.



|B. | Legal/Disciplinary History.
|-- | ---------------------------



None for the foregoing persons have a legal
or disciplinary history.



17







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



The Company’s beneficial owners and management follow:





|                                                                                        |  | Percentage of   
|--------------------------------------------------------------------------------------- |  | ----------------
|                                                                                        |  | Outstanding     
|Name and Address                                                                        |  | Common Stock(1) 
|Mrs. Francine Lavoie,
        4496 State Road 42 North,
        Kiamesha Lake, NY 12751 |  | Greater than 10%



Security Ownership of Management:



|(1) Title of class | (2) Name and address of beneficial owner                                                | (3) Amount and nature of beneficial ownership | (4) Percent of class
|------------------ | --------------------------------------------------------------------------------------- | --------------------------------------------- | --------------------
|                   |                                                                                         |                                               |                     
|Common             | Mrs. Francine Lavoie,
        4496 State Road 42 North
        Kiamesha Lake, NY 12751  | 225,000,000 shares                            | 75%                 
|Common             | Mr. Christopher Umecki
        4496 State Road 42 North
        Kiamesha Lake, NY 12751 | 2,000,000 shares                              | 0.66%               



Note: none of the above shares are pledged as security.



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



|A. | Mrs. Lavoie is married to Mr. Christopher Umecki.  She is not an independent Director.
|-- | --------------------------------------------------------------------------------------



|B. | Disclosure of Related Party Transactions
|-- | ----------------------------------------



On May 10, 2011, the Company issued 5,331,494
shares of its $0.001 par value common stock to its president and CEO in settlement of unpaid wages from the year 2010.



At December 31, 2012 and 2011, the Company
owed a related party approximately $284,000 and $125,000, respectively, for ongoing operating and purchase transactions with the
related party company.



(c) Distributions



We have not made, and do not anticipate making in the
foreseeable future, any distributions to our Common stockholders





18







ITEM 14.
PRINCIPAL ACCOUNTING FEES AND SERVICES.



|Services Provided  |  | 2012 |        |  | 2011 |  
|------------------ |  | ---- | ------ |  | ---- | -
|Audit Fees         |  | $    | 18,200 |  |      | $
|Audit-Related Fees |  |      | –      |  |      |  
|Tax Fees           |  |      | 1,000  |  |      |  
|All other Fees     |  |      | 9,000  |  |      |  
|Total              |  | $    | 28,200 |  |      | $



Audit Fees

The aggregate fees billed for the year that ended on December
31, 2012 for professional services rendered by the independent auditor for the audit of our annual financial statements and review
of financial statements included in our Form 10-Q, or services that are normally provided by the accountant in connection with
the statutory and regulatory filings or engagements for such fiscal year, amount to approximately $18,200.



The aggregate fees billed for the year that ended on December
31, 2011 for professional services rendered by the independent auditor for the audit of our annual financial statements and review
of financial statements included in our Form 10-Q, or services that are normally provided by the accountant in connection with
the statutory and regulatory filings or engagements for such fiscal year, amount to approximately $16,000.



Audit –Related Fees

For the years ended on December 31, 2012 and 2011, there were
no fees billed for assurance and related services by the independent auditor that are reasonably related to the performance of
the audit or review of our financial statements and are not reported under Item 9(e) (1) of Schedule 14A.



Tax Fees

The aggregate fees billed during the fiscal years ended December
31, 2012 and 2011, for professional services rendered by our principal independent accountant for tax compliance, tax advice and
tax planning were $1,000 and $0 respectively.



All Other Fees

The aggregate fees billed for the years ended on December 31,
2012 and 2011 for products and services by the principal independent accountant (other than services reported in Items 9(e)(1)
through 9(e)(3) of Schedule 14A) were $9,000 and $0 respectively.





19







PART IV



ITEM 15. EXHIBITS, FINANCIAL
STATEMENT SCHEDULES.



Audited Financial Statements
for our fiscal years 2012 and 2011 are included herewith. Our Articles of Incorporation, with all amendments thereto and our Bylaws
are included as exhibits.



Exhibit Index







|Exhibit Number    | Description                                                                                                        
|----------------- | -------------------------------------------------------------------------------------------------------------------
|                  |                                                                                                                    
|Exhibit 3.(i)*    | Articles of Incorporation                                                                                          
|Exhibit 3.(ii)*   | By-Laws                                                                                                            
|Exhibit 10.(i)*   | Licensing Agreement, Spring Water – Canada                                                                         
|Exhibit 10.(ii)*  | Licensing Agreement, Spring Water – Catskill Mountains                                                             
|Exhibit 10.(iii)* | Licensing Agreement, Saint-Elie and BRWC, June 26, 2009                                                            
|Exhibit 10.(iv)*  | Dowser LLC lawsuit settlement and Exclusive Master Bottling Rights                                                 
|Exhibit 10.(v)*   | Mortgage documents (Wells Fargo)                                                                                   
|Exhibit 10.(vi)*  | English translation of Exhibit 10.(i)                                                                              
|Exhibit 31.1      | Certification of Principal Executive Officer and Principal Financial Officer pursuant to Sarbanes-Oxley Section 302
|Exhibit 31.2      | Certification of Principal Executive Officer pursuant to Sarbanes-Oxley Section 302                                
|Exhibit 32.1      | Certification of Principal Executive Officer and Principal Financial Officer pursuant to Sarbanes-Oxley Section 906
|Exhibit 32.2      | Certification of Principal Executive Officer pursuant
to Sarbanes-Oxley Section 906                                
|101.INS XBRL      | Instance Document                                                                                                  
|101.SCH XBRL      | Taxonomy Extension Scheme                                                                                          
|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 Presentation Linkbase                                                                                     

________________

* Previously filed.











20







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.





|Date: August 12, 2013 |                               |                          |                                   | 
|--------------------- | ----------------------------- | ------------------------ | --------------------------------- | 
|                      |                               |                          |                                   | 
|                      | BOREAL WATER COLLECTION, INC. |                         
|                      | By:                           | /s/ Mrs. Francine Lavoie |                                  
|                      |                               | Name:                    | Mrs. Francine Lavoie              | 
|                      |                               | Title:                   | President, Treasurer, CFO and CEO | 
|                      |                               |                          |                                  











21







Boreal Water Collection Inc.





Financial statements table of contents



|Report of Independent Registered Public Accounting Firm                                     | F-1       
|------------------------------------------------------------------------------------------- | ----------
|                                                                                            |           
|Balance Sheets as of December 31, 2012 and 2011                                             | F-2       
|                                                                                            |           
|Statements of Income for the years ended December 31, 2012 and 2011                         | F-3       
|                                                                                            |           
|Statement of Changes in Stockholders’ Equity for the years ended December 31, 2012 and 2011 | F-4       
|                                                                                            |           
|Statements of Cash Flow for the years ended December 31, 2011 and 2011                      | F-5       
|                                                                                            |           
|Notes to Financial Statements for the years ended December 31, 2012 and 2011                | F-6 – F-19



































22









Patrick Rodgers, CPA, PA

309 E. Citrus Street

Altamonte
Springs, FL 32701











INDEPENDENT AUDITOR’S REPORT





To the Stockholders and Board of Directors

Boreal Water Collection, Inc.



I have audited the accompanying balance sheets of Boreal Water
Collection, Inc. (the “Company”) as of December 31, 2012 and 2011 and the statements of operations, stockholders’
equity, and cash flows for the years ended December 31, 2012 and 2011. These financial statements are the responsibility of the
Company’s management. My responsibility is to express an opinion on these financial statements based on my audit.



I conducted my audits in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those standards require that I plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatements. I was not engaged to perform an
audit of its internal control over financial reporting. My audits 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, I express no such opinion. An audit
includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also
includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall
financial statement presentation. I believe that my audits provide a reasonable basis for my opinion.



In my opinion, these financial statements present fairly, in
all material respects, the financial position of Boreal Water Collection, Inc. as of December 31, 2012 and 2011 and the results
of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the
United States.



The accompanying financial statements have been prepared assuming
the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has a minimum cash
balance available for payment of ongoing operating expenses, has experienced losses operations since inception, and it does not
have a source of revenue sufficient to cover its operating costs. These factors raise substantial doubt about the Company’s
ability to continue as a going concern. Management’s plans in this regard are described in Note 3. The financial statements
do not include any adjustments that might result from the outcome of this uncertainty.







/s/ Patrick Rodgers, CPA, PA

Patrick Rodgers, CPA, PA

Altamonte Springs, Florida

April 16, 2013





F-1









Boreal Water Collection Inc.

BALANCE SHEETS



|                                                                                                                                                                                         |  | December 31, |           
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------ | ----------
|                                                                                                                                                                                         |  | 2012         |           
|                                                                                                                                                                                         |  |              |           
|ASSETS                                                                                                                                                                                  
|                                                                                                                                                                                         |  |              |           
|Current assets                                                                                                                                                                           |  |              |           
|Cash                                                                                                                                                                                     |  | $            | 146,373   
|Accounts receivable, less allowance for doubtful accounts of $8,219 and
    $16,105 at     December 31, 2012 and December 31, 2011, respectively                                         |  |              | 90,792    
|Accounts receivable-other                                                                                                                                                                |  |              | 13,624    
|Inventory                                                                                                                                                                                |  |              | 200,597   
|Prepaids                                                                                                                                                                                 |  |              | 16,841    
|Total current assets                                                                                                                                                                     |  |              | 468,227   
|                                                                                                                                                                                         |  |              |           
|Property and equipment, net of accumulated depreciation                                                                                                                                  |  |              | 3,181,172 
|                                                                                                                                                                                         |  |              |           
|Other assets                                                                                                                                                                             |  |              |           
|License, net of accumulated amortization                                                                                                                                                 |  |              | 85,166    
|Security deposit                                                                                                                                                                         |  |              | 4,500     
|Total other assets                                                                                                                                                                       |  |              | 89,666    
|                                                                                                                                                                                         |  |              |           
|Total assets                                                                                                                                                                             |  | $            | 3,739,065 
|                                                                                                                                                                                         |  |              |           
|LIABILITIES AND STOCKHOLDERS' EQUITY                                                                                                                                                     |  |              |           
|                                                                                                                                                                                         |  |              |           
|Current liabilities                                                                                                                                                                      |  |              |           
|Line of credit                                                                                                                                                                           |  | $            | 250,000   
|Loan payable - property taxes                                                                                                                                                            |  |              | 38,858    
|Loan payable - equipment                                                                                                                                                                 |  |              | 7,500     
|Mortgage payable - bank                                                                                                                                                                  |  |              | 1,943,426 
|Accounts payable and accrued expenses                                                                                                                                                    |  |              | 523,309   
|Deferred revenue                                                                                                                                                                         |  |              | –         
|Deposit on purchase of common shares                                                                                                                                                     |  |              | 65,000    
|Due to Related Party                                                                                                                                                                     |  |              | 284,367   
|                                                                                                                                                                                         |  |              |           
|Total current liabilities                                                                                                                                                                |  |              | 3,112,460 
|                                                                                                                                                                                         |  |              |           
|Deferred Tax Liability                                                                                                                                                                   |  |              | 799,690   
|Long-term portion of loan payable - property taxes                                                                                                                                       |  |              | –         
|Total liabilities                                                                                                                                                                        |  |              | 3,912,149 
|                                                                                                                                                                                         |  |              |           
|Commitments and Contingencies                                                                                                                                                            |  |              |           
|                                                                                                                                                                                         |  |              |           
|Stockholders' equity (deficiency)                                                                                                                                                        |  |              |           
|Common stock, $.001 par value; 600,000,000 shares authorized, 310,158,889 and 292,903,333
    shares issued and outstanding at     December 31, 2012 and December 31, 2011, respectively |  |              | 310,159   
|Additional paid-in capital                                                                                                                                                               |  |              | 2,839,973 
|Deficit accumulated since January 10,
    2006 in connection with quasi reorganization                                                                                                   |  |              | (3,323,217
|Total stockholders' equity(deficiency)                                                                                                                                                   |  |              | (173,084  
|                                                                                                                                                                                         |  |              |           
|Total liabilities and stockholders' equity(deficiency)                                                                                                                                   |  | $            | 3,739,065 



The accompany notes are an integral part
of these financial statements.





F-2









Boreal Water Collection Inc.

Statements of Operations



|                                                                              |  | Years Ended December 31, |            
|----------------------------------------------------------------------------- |  | ------------------------ | -----------
|                                                                              |  | 2012                     |            
|                                                                              |  |                          |            
|Sales                                                                         |  | $                        | 2,680,429  
|Cost of sales                                                                 |  |                          | 2,142,368  
|Gross profit                                                                  |  |                          | 538,061    
|                                                                              |  |                          |            
|Operating Expenses                                                            |  |                          |            
|                                                                              |  |                          |            
|Selling and general and administrative                                        |  |                          | 817,342    
|Depreciation and amortization                                                 |  |                          | 441,751    
|Total expenses                                                                |  |                          | 1,259,093  
|Operating loss                                                                |  |                          | (721,032   
|                                                                              |  |                          |            
|Other income (expense)                                                        |  |                          |            
|                                                                              |  |                          |            
|Interest expense - net                                                        |  |                          | (127,532   
|Rental income                                                                 |  |                          | 10,600     
|Gain on sale of equipment                                                     |  |                          | 567        
|Total other expense                                                           |  |                          | (116,365   
|Loss before income taxes                                                      |  |                          | (837,397   
|Provision for income taxes (benefit)                                          |  |                          | (81,995    
|Loss before extraordinary items                                               |  | $                        | (755,402   
|                                                                              |  |                          |            
|Extraordinary items:                                                          |  |                          |            
|Litigation settlement                                                         |  |                          | (75,000    
|Gain (loss) on extinguishment of debt                                         |  |                          | 7,500      
|                                                                              |  |                          |            
|Net loss                                                                      |  | $                        | (822,902   
|                                                                              |  |                          |            
|Net loss per weighted share, basic and fully diluted                          |  |                          |            
|Loss before extraordinary items                                               |  | $                        | (0.00      
|Extraordinary items                                                           |  |                          | –          
|Net loss                                                                      |  | $                        | (0.00      
|                                                                              |  |                          |            
|                                                                              |  |                          |            
|Weighted average number of common shares outstanding, basic and fully diluted |  |                          | 303,757,467



The accompany notes are an integral part
of these financial statements.





F-3







Boreal Water Collection Inc.

Statement
of changes in Stockholders' Equity



|                                                                                                            |  | Common Stock |             |  | Additional Paid-in |   |         | Accumulated |  |   |           |  
|----------------------------------------------------------------------------------------------------------- |  | ------------ | ----------- |  | ------------------ | - | ------- | ----------- |  | - | --------- | -
|                                                                                                            |  | Shares       |             |  | Amount             |   |         | Capital     |  |   | Deficit   |  
|                                                                                                            |  |              |             |  |                    |   |         |             |  |   |           |  
|Balance, December 31, 2010 before restatement adjustment                                                    |  |              | 252,152,639 |  |                    | $ | 252,152 |             |  | $ | 1,557,016 |  
|                                                                                                            |  |              |             |  |                    |   |         |             |  |   |           |  
|Prior period adjustment -to correct an error in not recognizing loss on extinguishment of debt made in 2010 |  |              |             |  |                    |   |         |             |  |   | 185,640   |  
|                                                                                                            |  |              |             |  |                    |   |         |             |  |   |           |  
|Balance, December 31, 2010, as restated                                                                     |  |              | 252,152,639 |  |                    |   | 252,152 |             |  |   | 1,742,656 |  
|                                                                                                            |  |              |             |  |                    |   |         |             |  |   |           |  
|Common shares issued in settlement of debt obligation                                                       |  |              | 5,952,500   |  |                    |   | 5,953   |             |  |   | (5,953    | )
|                                                                                                            |  |              |             |  |                    |   |         |             |  |   |           |  
|Stock-based compensation                                                                                    |  |              | 3,400,000   |  |                    |   | 3,400   |             |  |   | 166,600   |  
|                                                                                                            |  |              |             |  |                    |   |         |             |  |   |           |  
|Common shares issued for cash                                                                               |  |              | 10,000,000  |  |                    |   | 10,000  |             |  |   | 133,575   |  
|                                                                                                            |  |              |             |  |                    |   |         |             |  |   |           |  
|Common stock issued in settlement of unpaid wages                                                           |  |              | 5,331,494   |  |                    |   | 5,331   |             |  |   | 47,984    |  
|                                                                                                            |  |              |             |  |                    |   |         |             |  |   |           |  
|Common shares issued in settlement of debt obligation                                                       |  |              | 10,766,700  |  |                    |   | 10,767  |             |  |   | 96,900    |  
|                                                                                                            |  |              |             |  |                    |   |         |             |  |   |           |  
|Common stock issued for services                                                                            |  |              | 300,000     |  |                    |   | 300     |             |  |   | 2,700     |  
|                                                                                                            |  |              |             |  |                    |   |         |             |  |   |           |  
|Common shares issued in settlement of debt obligation                                                       |  |              | 5,000,000   |  |                    |   | 5,000   |             |  |   | 45,000    |  
|                                                                                                            |  |              |             |  |                    |   |         |             |  |   |           |  
|Extinguishment of debt                                                                                      |  |              |             |  |                    |   |         |             |  |   | 445,767   |  
|                                                                                                            |  |              |             |  |                    |   |         |             |  |   |           |  
|Net loss - December 31, 2011                                                                                |  |              |             |  |                    |   |         |             |  |   |           |  
|                                                                                                            |  |              |             |  |                    |   |         |             |  |   |           |  
|Balance, December 31, 2011                                                                                  |  |              | 292,903,333 |  |                    |   | 292,903 |             |  |   | 2,675,229 |  
|                                                                                                            |  |              |             |  |                    |   |         |             |  |   |           |  
|Stock-based compensation                                                                                    |  |              | 3,000,000   |  |                    |   | 3,000   |             |  |   | 27,000    |  
|                                                                                                            |  |              |             |  |                    |   |         |             |  |   |           |  
|Common shares issued for services                                                                           |  |              | 3,255,556   |  |                    |   | 3,256   |             |  |   | 28,744    |  
|                                                                                                            |  |              |             |  |                    |   |         |             |  |   |           |  
|Common shares issued for cash                                                                               |  |              | 8,000,000   |  |                    |   | 8,000   |             |  |   | 112,000   |  
|                                                                                                            |  |              |             |  |                    |   |         |             |  |   |           |  
|Common shares issued, not previously recognized - Note 13                                                   |  |              | 3,000,000   |  |                    |   | 3,000   |             |  |   | (3,000    | )
|                                                                                                            |  |              |             |  |                    |   |         |             |  |   |           |  
|Net loss - December 31, 2012                                                                                |  |              |             |  |                    |   |         |             |  |   |           |  
|                                                                                                            |  |              |             |  |                    |   |         |             |  |   |           |  
|Balance, December 31, 2012                                                                                  |  |              | 310,158,889 |  |                    | $ | 310,159 |             |  | $ | 2,839,973 |  



The accompany notes
are an integral part of these financial statements.





F-4









Boreal Water Collection, Inc.

Statements of Cash Flows



|                                                                                                   |  | 2012 |          |   | 2011 |  
|-------------------------------------------------------------------------------------------------- |  | ---- | -------- | - | ---- | -
|                                                                                                   |  |      |          |   |      |  
|Cash flows from operations                                                                         |  |      |          |   |      |  
|Net loss                                                                                           |  | $    | (822,902 | ) |      | $
|Adjustment to reconcile net loss to net cash:                                                      |  |      |          |   |      |  
|Depreciation and amortization                                                                      |  |      | 441,750  |   |      |  
|Stock-based compensation                                                                           |  |      | 30,000   |   |      |  
|Stock issued for services                                                                          |  |      | 32,000   |   |      |  
|Allowance for doubtful accounts                                                                    |  |      | (7,886   | ) |      |  
|Gain on sale of fixed asset                                                                        |  |      | (567     | ) |      |  
|Loss on extinguishment of debt                                                                     |  |      |          |   |      |  
|Changes in operating assets and liabilities:                                                       |  |      |          |   |      |  
|Accounts receivable                                                                                |  |      | 8,421    |   |      |  
|Accounts receivable-other                                                                          |  |      | (13,624  | ) |      |  
|Inventory                                                                                          |  |      | (63,722  | ) |      |  
|Prepaid expenses                                                                                   |  |      | 40,105   |   |      |  
|Employee advances                                                                                  |  |      | –        |   |      |  
|Security deposits refunded                                                                         |  |      | 25,340   |   |      |  
|Accounts payable and accrued expenses                                                              |  |      | 201,702  |   |      |  
|Deferred tax liability                                                                             |  |      | (83,495  | ) |      |  
|Deferred revenue                                                                                   |  |      | (12,292  | ) |      |  
|Net cash used for operating activities                                                             |  |      | (225,170 | ) |      |  
|                                                                                                   |  |      |          |   |      |  
|Cash Flows from investing activities                                                               |  |      |          |   |      |  
|Proceeds from sale of fixed asset                                                                  |  |      | 3,000    |   |      |  
|Purchases of property and equipment                                                                |  |      | (13,944  | ) |      |  
|Net cash provided by (used for) investing activities                                               |  |      | (10,944  | ) |      |  
|                                                                                                   |  |      |          |   |      |  
|Cash flows from financing activities                                                               |  |      |          |   |      |  
|Issuance of common stock                                                                           |  |      | 120,000  |   |      |  
|Deposit on purchase of common shares                                                               |  |      | 65,000   |   |      |  
|Related party transactions, net                                                                    |  |      | 158,955  |   |      |  
|Payment against capital lease obligation                                                           |  |      | –        |   |      |  
|Payments against loan payment - property taxes                                                     |  |      | (85,739  | ) |      |  
|Payments on equipment loan                                                                         |  |      | (47,500  | ) |      |  
|Increase (decrease) in mortgage payable                                                            |  |      | 103,426  |   |      |  
|Net cash provided by financing activities                                                          |  |      | 314,142  |   |      |  
|                                                                                                   |  |      |          |   |      |  
|Net increase in cash                                                                               |  |      | 78,028   |   |      |  
|Cash, beginning of period                                                                          |  |      | 68,345   |   |      |  
|Cash, end of period                                                                                |  | $    | 146,373  |   |      | $
|                                                                                                   |  |      |          |   |      |  
|Supplemental disclosures:                                                                          |  |      |          |   |      |  
|Cash paid during the year for:                                                                     |  |      |          |   |      |  
|Interest                                                                                           |  | $    | 26,770   |   |      | $
|Taxes                                                                                              |  | $    | 1,500    |   |      |  
|                                                                                                   |  |      |          |   |      |  
|Non-cash investing and financing transactions:                                                     |  |      |          |   |      |  
|Common stock issued in settlement of debt obligation                                               |  | $    | –        |   |      | $
|Common stock issued in settlement of unpaid wages                                                  |  | $    | –        |   |      | $
|Issuance of 3,000,000 shares of common stock in connection with stock based
    compensation       |  | $    | 30,000   |   |      | $
|Issuance of 3,255,556 shares of common stock in connection with
    professional services rendered |  | $    | 32,000   |   |      | $
|Conversion of unpaid property taxes from accounts payable to loan payable - County of Sullivan     |  | $    | –        |   |      | $



The accompany notes
are an integral part of these financial statements.





F-5







Boreal Water Collection, Inc.

Notes to Financial Statements

December 31, 2012



Note 1 – Description of Business and Corporate
Information



Organization



Boreal Water Collection, Inc. (“Boreal”
or the “Company”) was incorporated in the State of Nevada on August 21, 2001. The Company is trading on the OTC under
the symbol (BRWC.PK).



The Company has operated under various
names since incorporation, most recently Canadian Blue Gold, Inc. from October 2007 to March 2008, when the name was changed to
Boreal Water Collection, Inc.



In April 2009, the Company acquired the
assets of A.T. Reynolds and Sons, Inc., operating as Leisure Time Spring Water (“Leisure”) in Kiamesha Lake, New York.
The Company is a personalized bottled water company specializing in premium custom bottled water, as a contract packer of bottled
water focused on value-added products and services. The Company currently offers three types of water: spring water, distilled
water, enhanced water, which is customized with minerals, oxygen, and fluoride, and a fourth type to be added, sparkling water.
The Company was originally founded in 1884.



Accounting period



The Company has adopted an annual accounting
period of January through December.



Note 2 – Summary of
Significant Accounting Principles



Use of estimates



The preparation of financial statements
in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain
reported amounts of assets and liabilities at the date of the financial statements, as well as their related disclosures. Such
estimates and assumptions also affect the reported amounts of revenues and expenses during the reporting period. Actual results
could significantly differ from those estimates.



Cash and cash equivalents



The Company considers short-term interest
bearing investments with initial maturities of three months or less to be cash equivalents. Cash and cash equivalents consist of
cash in banks, free credit on investment accounts and money market accounts.



Foreign currency translation



The Company complies with Financial Accounting
Standard Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 830, “foreign Currency Maters.”
Monetary items are translated at the exchange rate in effect at the balance sheet date; non-monetary items are translated at historical
exchange rates. Income and expense items are translated at the average exchange rate for the year. Transaction gains and losses
that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included
in the results of operations as incurred.





F-6







Boreal Water Collection, Inc.

Notes to Financial Statements

December 31, 2012



Note 2 – Summary of Significant
Accounting Principles (continued)



Revenue recognition



In accordance with the FASB ASC Topic 605, “Revenue Recognition,”
the Company recognizes revenue when persuasive evidence of an arrangement exists, delivery has occurred, the sales price is fixed
or determinable, and collectability is reasonably assured. The Company recognizes
revenue on the date the product is shipped, whether it is shipped f.o.b. destination or f.o.b. shipping point, due to the short
distance and time it takes for the product to reach its final destination. Product is sold to customers on credit terms established
on an individual basis. The credit factors used include historical performance, current economic conditions, and the nature and
volume of the product. The company offers very few discounts, allowances, coupons, or other similar incentive programs. Net sales
are determined after deduction of any promotional or other allowances in accordance with FASB ASC Topic 605-50. The Company offers
its customers a right to return product previously shipped, and when the product is actually return, the customer’s account
credited for the full value of the returned product. The Company’s normal shipping terms f.o.b. destination, which designates
that the Company will pay shipping costs and remain responsible for the goods until the buyer takes possession and f.o.b. shipping
point, which indicates that the buyer will pay for shipping costs and takes responsibility for the product when the product is
shipped from the Company’s premise. New and certain large customers, which require the purchase of unique materials, are
required to pay the Company in advance of production. This helps the Company avoid bad debts and scamming customers. These advances
are recorded as deferred revenue. Revenue is recognized when the product is shipped to the customer; the deferred revenue account
is then reduced accordingly.





Taxes collected from customers and remitted
to governmental authorities are excluded from net sales. Freight-in is included in cost of sales and freight charged to customers
is included in sales in the Company’s statements of operations. Delivery and related shipping costs are included in sales
and general administrative expenses for the year ended December 31, 2012 and 2011 are $123,500 and $218,692, respectively.





Accounts receivable



The Company evaluates
the collectability of its trade accounts receivable based on a number of factors. In circumstances where the Company becomes aware
of a specific customer’s inability to meet its financial obligations to the Company, a specific reserve for bad debts is
estimated and recorded, which reduces the recognized receivable to the estimated amount the Company believes will ultimately be
collected. In addition to specific customer identification of potential bad debts, bad debt charges are recorded based on the Company’s
recent loss history and an overall assessment of past due trade accounts receivable outstanding. In accordance with FASB ASC Topic
210-20-45, the Company presents accounts receivable in its balance sheet net of promotional allowances only for customers that
it allows net settlement. All other accounts receivable and related promotional allowances are shown on a gross basis.



Property and equipment



Property and equipment is stated at cost less accumulated depreciation.
Depreciation is computed using the straight-line method over the estimated useful lives of the assets. Repairs and maintenance
are expensed as incurred while betterments and improvements are capitalized. When items are sold or retired, the related cost and
accumulated depreciation is removed from the accounts and any gain or loss is included in operations.





F-7







Boreal Water Collection, Inc.

Notes to Financial Statements

December 31, 2012



Note 2
– Summary of Significant Accounting Principles (continued)



Property and
equipment (continued)



The Company provides for depreciation and
amortization over the following estimated useful lives:



|Building                |  | 40 years 
|----------------------- |  | ---------
|Land improvements       |  | 15 years 
|Machinery and equipment |  | 5-7 years
|Computer equipment      |  | 3 years  
|Office equipment        |  | 7 years  
|Trucks and trailers     |  |          



Long-Lived Assets



In accordance with FASB ASC Topic 360 “Property, Plant,
and Equipment,” the Company records impairment losses on long-lived assets used in operations when indicators of impairment
are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying
amounts.



Fair Value of Financial Instruments



The fair values of the Company’s assets and liabilities
that qualify as financial instruments under FASB ASC Topic 825, “Financial Instruments,” approximate their carrying
amounts presented in the accompanying balance sheet at December 31, 2012 and 2011.



Inventories



Inventory is valued at the lower of cost or market, cost being
determined by the first-in, first-out (FIFO) method. Inventory costs include direct material, direct labor and a systematic allocation
of fixed and variable overhead. Obsolete items are carried at estimated net realizable value.



Prior to December 31,2012, the company charged director labor
and variable and fixed production expenses to cost of sales and only included direct material costs in its finished goods inventory.
Effective December 31, 2012, the Company now includes in finished goods inventory, in addition to direct material costs, direct
labor and applied variable and fixed factory overhead costs. The effect of this change was to increase operating income by $28,307
for the year ended December 31, 2012.



Cost of sales



Cost of sales, includes normal direct costs, such as direct
labor, freight, purchases of raw materials (caps, water, bottles, boxes, wrapping, ingredients, etc.), adjusted for inventory at
the end of each reporting period. Costs of sales also includes indirect costs, such as salary costs for maintenance personnel,
supervisors, operation of the quality control lab, equipment and building maintenance, miscellaneous warehouse expenses, licenses
and taxes, and payroll taxes and other benefit costs for direct labor and indirect labor personnel.



Selling and General Administrative Expenses



Selling and general administrative expenses
include those type of costs normally included in this functional classification: sales salaries, delivery salaries, repairs, payments
made to outside sales representatives, travel related costs, and benefit costs, salaries paid administrative and executive personnel,
insurance, benefit costs, office supplies, professional fees, subcontract costs taxes, bank charges, stock-based compensation,
postage and shipping, telephone and related communications costs, and similar costs.





F-8







Boreal Water Collection, Inc.

Notes to Financial Statements

December 31, 2012



Note 2 – Summary of Significant
Accounting Principles (continued)



Earnings per share



The Company complies with the accounting and disclosure requirements
of FASB ASC 260, “Earnings Per Share.” Basic earnings per common share ("EPS") calculations are determined
by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per
common share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common
share equivalents outstanding. During periods when common stock equivalents, if any, are anti-dilutive they are not considered
in the computation.



Income Taxes



The Company accounts for income taxes in accordance with FASB
ASC Topic 740 “Income Taxes”, which requires accounting for deferred income taxes under the asset and liability method.
Deferred income tax asset and liabilities are computed for difference between the financial statement and tax bases of assets and
liabilities that will result in taxable or deductible amounts in the future based on the enacted tax laws and rates applicable
to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary,
to reduce the deferred income tax assets to the amount expected to be realized.



The determination of the Company’s provision for income
taxes requires significant judgment, the use of estimates, and the interpretation and application of complex tax laws. Significant
judgment is required in assessing the timing and amounts of deductible and taxable items and the probability of sustaining uncertain
tax positions. The benefits of uncertain tax positions are recorded in the Company’s consolidated financial statements only
after determining a more-likely-than-not probability that the uncertain tax positions will withstand challenge, if any, from tax
authorities. When facts and circumstances change, the Company reassesses these probabilities and records any changes in the consolidated
financial statements as appropriate.



In accordance with GAAP, the Company is required to determine
whether a tax position of the Company is more likely than not to be sustained upon examination by the applicable taxing authority,
including resolution of any related appeals or litigation processes, based on the technical merits of the position. The tax benefit
to be recognized is measured as the largest amount of benefit that is greater than fifty percent likely of being realized upon
ultimate settlement. De-recognition of a tax benefit previously recognized could result in the Company recording a tax liability
that would reduce stockholders’ equity. This policy also provides guidance on thresholds, measurement, de-recognition, classification,
interest and penalties, accounting in interim periods, disclosure, and transition that is intended to provide better consolidated
financial statement comparability among different entities. Management’s conclusions regarding this policy may be subject
to review and adjustment at a later date based on factors including, but not limited to, on-going analyses of and changes to tax
laws, regulations and interpretations thereof. Generally, the tax filings are no longer subject to income tax examinations by major
taxing authorities for years before 2009. Any potential examinations may include questioning the timing and amount of deductions,
the nexus of income among various tax jurisdictions and compliance with U.S. federal, state and local tax laws.  The Company's
management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.





F-9







Boreal Water Collection, Inc.

Notes to Financial Statements

December 31, 2012



Note 2 – Summary of
Significant Accounting Principles (continued)



Income Taxes (continued)



Interest and Penalty Recognition on Unrecognized Tax Benefits



The Company recognizes interest accrued related to unrecognized
tax benefits in interest expense and penalties in other operational expenses. No interest expense or penalties have been recognized
as of and for the year ended December 31, 2012.



Comprehensive Income



The Company complies with FASB ASC Topic
220, “Comprehensive Income,” which establishes rules for the reporting and display of comprehensive income (loss) and
its components. FASB ASC Topic 220 requires the Company’ to reflect as a separate component of stockholders’ equity
items of comprehensive income.



Stock-Based Compensation



The Company complies with FASB ASC Topic 718 “Compensation
– Stock Compensation,” which establishes standards for the accounting for transactions in which an entity exchanges
its equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange
for goods or services that are based on the fair value of the entity’s equity instruments or that may be settled by the issuance
of those equity instruments. FASB ASC Topic 718 focuses primarily on accounting for transactions in which an entity obtains employee
services in share-based payment transactions. FASB ASC Topic 718 requires an entity to measure the cost of employee services received
in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). That
cost will be recognized over the period during which an employee is required to provide service in exchange for the award the requisite
service period (usually the vesting period). No compensation costs are recognized for equity instruments for which employees do
not render the requisite service. The grant-date fair value of employee share options and similar instruments will be estimated
using option-pricing models adjusted for the unique characteristics of those instruments (unless observable market prices for the
same or similar instruments are available). If an equity award is modified after the grant date, incremental compensation cost
will be recognized in an amount equal to the excess of the fair value of the modified award over the fair value of the original
award immediately before the modification. Based on restricted stock awards granted to employees during the years ended December
31, 2012 and 2011, the Company recorded $30,000 and $226,315, respectively, as compensation expense under FASB ASC 718.



Nonemployee awards



The fair value of equity instruments issued to a nonemployee
is measured by using the stock price and other measurement assumptions as of the date of either: (i) a commitment for performance
by the nonemployee has been reached; or (ii) the counterparty’s performance is complete. Expenses related to nonemployee
awards are generally recognized in the same period and in the same period as the Company incurs the related liability for goods
and services received. The Company recorded stock compensation of approximately $32,000 and $-0- during the year ended December
31, 2012 and 2011, respectively, related to consulting services.



Valuation of Investments in Securities
at Fair Value – Definition and Hierarchy



In accordance with GAAP, fair value is defined as the price
that would be received to sell an asset or paid to transfer a liability (i.e., the “exit price”) in an orderly transaction
between market participants at the measurement date.





F-10







Boreal Water Collection, Inc.

Notes to Financial Statements

For The Years Ended December 31, 2012
and 2011



Note 2 – Summary of Significant Accounting Principles
(continued)



Valuation of Investments in Securities
at Fair Value – Definition and Hierarchy(continued)



In determining fair value, the Company uses various valuation
approaches. In accordance with GAAP, a fair value hierarchy for inputs is used in measuring fair value that maximizes the use of
observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available.
Observable inputs are those that market participants would use in pricing the asset or liability based on market data obtained
from sources independent of the Company. Unobservable inputs reflect the Company’s assumptions about the inputs market participants
would use in pricing the asset or liability developed based on the best information available in the circumstances.



The fair value hierarchy is categorized
into three levels based on the inputs as follows:



Level 1 – Inputs
are quoted prices (unadjusted) in active markets for identical assets or liabilities the Company has the ability to access.



Level 2 - Valuations
based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.



Level 3 -Valuations
based on inputs that are unobservable and significant to the overall fair value measurement.



The availability of valuation techniques and observable inputs
can vary from security to security and is affected by a wide variety of factors including, the type of security, whether the security
is new and not yet established in the marketplace, and other characteristics particular to the transaction. To the extent that
valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value
requires more judgment. Those estimated values do not necessarily represent the amounts that may be ultimately realized due to
the occurrence of future circumstances that cannot be reasonably determined.



Because of the inherent uncertainty
of valuation, those estimated values may be materially higher or lower than the values that would have been used had a ready
market for the securities existed. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest
for securities categorized in Level 3. In certain cases, the inputs used to measure fair value may fall into different levels
of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair
value hierarchy within which the fair value measurement in its entirety falls is determined based on the lowest level input that
is significant to the fair value measurement.



Fair value is a market-based measure considered from the perspective
of a market participant rather than an entity-specific measure. Therefore, even when market assumptions are not readily available,
the Company’s own assumptions are set to reflect those that market participants would use in pricing the asset or liability
at the measurement date. The Company uses prices and inputs that are current as of the measurement date, including periods of market
dislocation. In periods of market dislocation, the observability of prices and inputs may be reduced for many securities. This
condition could cause a security to be reclassified to a lower level within the fair value hierarchy.



Valuation Techniques



The Company values investments in securities that are freely
tradable and are listed on a national securities exchange or reported on the NASDAQ national market at their last sales price as
of the last business day of the year.





F-11







Boreal Water Collection, Inc.

Notes to Financial Statements

For The Years Ended December 31, 2012
and 2011



Note 2 – Summary of Significant Accounting
Principles (continued)



Government Bonds



The fair value of sovereign government bonds is generally based
on quoted prices in active markets. When quoted prices are not available, fair value is determined based on a valuation model that
uses inputs that include interest-rate yield curves, cross-currency-basis index spreads, and country credit spreads similar to
the bond in terms of issuer, maturity and seniority.



Certificate of Deposits



The fair values of the bank certificate
of deposits are based on the face value of the certificate of deposits.



Recently Adopted Accounting Pronouncements



On June 16, 2011, the FASB issued ASU No. 2011-05, “Presentation
of Comprehensive Income (Topic 220),” which requires companies to report total net income, each component of comprehensive
income, and total comprehensive income on the face of the income statement, or as two consecutive statements. The components of
comprehensive income will not be changed, nor does the ASU affect how earnings per share is calculated or reported. These amendments
will be reported retrospectively upon adoption. The adoption of the ASU will be required for the Company’s September 30,
2012 quarterly filing, and is not expected to have a material impact on the Company.



In May 2011, the FASBissued
an accounting standard update which works to achieve common fair value measurement and disclosure requirements in GAAP and International
Financial Reporting Standards. The update both clarifies the FASB’s intent about the application of existing fair value guidance,
and also changes certain principles regarding measurement and disclosure.  The update is effective prospectively and is effective
for annual periods beginning after December 15, 2011. Early application is permitted for interim periods beginning after December
15, 2011. The Company is currently evaluating the effect the update will have on its consolidated financial statements.



In January 2010, the FASB issued an accounting standard update
on fair value measurements and disclosures. The update requires more robust disclosures about (1) the different classes of assets
and liabilities measured at fair value, (2) the valuation techniques and inputs used, (3) the activity in Level 3 fair value measurements,
and (4) the transfers between Levels 1, 2, and 3. The new disclosures and clarifications of existing disclosures are effective
for interim and annual reporting periods beginning after December 15, 2009; except for the disclosures about purchases, sales,
issuances, and settlements in the roll forward of activity in Level 3 fair value measurements. Those disclosures are effective
for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. The adoption of this
update did not have an effect on the Company’s consolidated financial statements.



Concentration of Credit Risk



The Company maintains its cash and cash equivalents in bank
deposit accounts, which, at times may exceed federally insured limits. The Company has not experienced any losses in such accounts.
Management believes the Company is not exposed to any significant credit risk related to cash and cash equivalents.



The Company’s two largest customers accounted for approximately
28% and 22% of sales for the years ended December 31, 2012 and December 31, 2011, respectively.





F-12







Boreal Water Collection, Inc.

Notes to Financial Statements

For The Years Ended December 31, 2012
and 2011



Note 3 – Going
Concern



The accompanying financial statements have been prepared assuming
that the company will continue as a going concern, which contemplates the recoverability of assets and the satisfaction of liabilities
in the normal course of business. Since January 10, 2006 (date of quasi reorganization), the Company has accumulated a deficit
of approximately $3,323,217. Currently, the Company has a minimum cash balance available for the payment of ongoing operating expenses,
and its operations is not providing a source of funds from revenues sufficient to cover its operational costs to allow it to continue
as a going concern. The continued operations of the Company is F-12 dependent upon generating profits from operations and raising
sufficient capital through placement of its common stock or issuance of debt securities, which would enable the Company to carry
out its business plan. In the event we do not generate sufficient funds from revenues or financing through the issuance of our
common stock or from debt financing, we may be unable to fully implement our business plan and pay our obligations as they become
due, any of which circumstances would have a material adverse effect on our business prospects, financial condition and results
of operations.



The accompanying financial statements do
not include any adjustments that might be required should the company be unable to recover the value of its assets or satisfy its
liabilities



Note 4 – Inventory



Inventory consists of the following categories:



|               |  | 2012 |         |  | 2011 |  
|-------------- |  | ---- | ------- |  | ---- | -
|               |  |      |         |  |      |  
|Raw materials  |  | $    | 139,547 |  |      | $
|Finished Goods |  |      | 61,050  |  |      |  
|Total          |  | $    | 200,597 |  |      | $



Note 5 – Property and Equipment



Equipment consists of the following categories
at December 31, 2012 and December 31, 2011:



|                               |  | 2012 |           |  | 2011 |  
|------------------------------ |  | ---- | --------- |  | ---- | -
|                               |  |      |           |  |      |  
|Building                       |  | $    | 2,376,000 |  |      | $
|Land                           |  |      | 324,000   |  |      |  
|Leasehold improvements         |  |      | 33,135    |  |      |  
|Furniture & fixtures           |  |      | 16,997    |  |      |  
|Computer equipment             |  |      | 26,169    |  |      |  
|Machinery and equipment        |  |      | 1,048,179 |  |      |  
|Transportation equipment       |  |      | 54,000    |  |      |  
|Other                          |  |      | 170,310   |  |      |  
|                               |  |      | 4,048,790 |  |      |  
|Less: accumulated depreciation |  |      | 867,618   |  |      |  
|Total                          |  | $    | 3,181,172 |  |      | $



Depreciation expense for the year ended
December 31, 2012 and 2011 totaled $237,350 and $235,664, respectively.





F-13







Boreal Water Collection, Inc.

Notes to Financial Statements

For The Years Ended December 31, 2012
and 2011



Note 6 – License



On December 17, 2007, the Company entered
into an exclusive licensing agreement (“Agreement”) with a Canadian bottle water company to distribute, sell, advertise,
promote, and market under private label, its products in the United States., with an original cost of $2.0 million. The Agreement
was subsequently revised and replaced with a new Agreement on June 16, 2008 at a cost of $1.022 million. The Company’s president
and CEO is the principal shareholder of the Canadian company. The license is being amortized over a five year period from June
16, 2008.



At December 31, 2012 and 2011, the unamortized
balance is as follows:



|                                |  | December 31, |           |  | December 31, |  
|------------------------------- |  | ------------ | --------- |  | ------------ | -
|                                |  | 2012         |           |  | 2011         |  
|License:                        |  |              |           |  |              |  
|Cost of license                 |  | $            | 1,022,000 |  |              | $
|Accumulated amortization        |  |              | 936,833   |  |              |  
|                                |  |              |           |  |              |  
|License, net                    |  | $            | 85,166    |  |              | $
|                                |  |              |           |  |              |  
|Future amortization of license: |  |              |           |  |              |  
|Year ended:                     |  |              |           |  |              |  
|2013                            |  | $            | 85,166    |  |              |  





Amortization expense for the year ended December
31, 2012 and 2011 totaled $218,734 and $217,922, respectively





Note 7 – Stockholders’
Equity



On April 25, 2011, the Company issued 5,000,000
shares of its $0.001 par value common stock in settlement of a debt obligation.



On May 9, 2011, the Company issued 3.4
million shares of its $0.001 par value common stock to its employees as bonuses. We valued these shares at $0.05 per share.



On May 10, 2011, the Company issued 10.0
million shares of its $0.001 par value common stock to a third party investor for a cash payment of $143,575.



On May 10, 2011, the Company issued 5,331,494
shares of its $0.001 par value common stock to its president and CEO in settlement of unpaid wages. We valued these shares at $0.01
per share.



On May 23, 2011, the Company issued 5,952,500
shares of its $0.001 par value common stock in settlement of a debt obligation.



On September 1, 2011, the Company issued
10,766,700 shares of its $0 .001 par value common stock in settlement of a debt obligation.



On December 5, 2011, the Company issued
300,000 shares of its $0.001 par value common stock for services rendered. We valued these shares at $0.01 per share.



On January 23,
2012, The Company issued 3.0 million shares of its $0.001 par value common stock to its employees as bonuses.We valued
these shares at $0.01 per share.





F-14







Boreal Water Collection, Inc.

Notes to Financial Statements

For The Years Ended December 31, 2012
and 2011





Note 7 – Stockholders’
Equity (continued)



On January 23,
2012,the Company issued 1.8 million shares of its $0.001 par value common stock for services rendered. We valued these
shares at $0.01 per share.



On May 1, 2012, the Company issued 955,556
shares of its $0.001 par value common stock for services rendered. We valued these shares at $0.01 per share.



On May 7, 2012, the Company issued 1.5
million shares of its $0.001 par value common stock to a third party investor for a cash payment of $30,000.



On June 11, 2012, the Company issued 500,000
shares of its $0.001 par value common stock for services rendered. We valued these shares at $0.01 per share.



On July 12, 2012, the Company issued 6.5
million shares of its $0.001 par value common stock to a third party investor for a cash payment of $90,000.



On September 30, 2012, the Company recognized
the issuance to an entity of its $0.001 par value common stock, issued at a prior date, but not previously recognized, because
the shares were obtained from the Company in an illegal manner. See Note 13 for further discussion.



Note 8 – Income Taxes



At December 31, 2012, the Company had approximately
$3.9 million of net operating losses (“NOL”) carry-forwards for federal and state income purposes. These losses are
available for future years and expire through 2032. Utilization of these losses may be severely or completely limited if the Company
undergoes an ownership change pursuant to Internal Revenue Code Section 382.



The tax effects of temporary differences
and carry forwards that give rise to deferred tax assets and liabilities consist of the following:



|                                                                                   |  | December 31, |            |   | December 31, |  
|---------------------------------------------------------------------------------- |  | ------------ | ---------- | - | ------------ | -
|                                                                                   |  | 2012         |            |   | 2011         |  
|Deferred tax assets:                                                               |  |              |            |   |              |  
|Net operating loss carryforwards                                                   |  | $            | 1,560,000  |   |              | $
|Other temporary differences                                                        |  |              | –          |   |              |  
|Deferred tax assets                                                                |  |              | 1,560,000  |   |              |  
|Less:  Valuation allowance                                                         |  |              | (1,560,000 | ) |              |  
|Net deferred tax asset                                                             |  | $            | –          |   |              | $
|                                                                                   |  |              |            |   |              |  
|Deferred tax liabilities:                                                          |  |              |            |   |              |  
|Difference between book and tax basis of assets acquired in bargain asset purchase |  | $            | (799,690   | ) |              | $
|                                                                                   |  |              |            |   |              |  
|Net deferred tax assets (liabilities)                                              |  | $            | (799,690   | ) |              | $





F-15







Boreal Water Collection, Inc.

Notes to Financial Statements

For The Years Ended December 31, 2012
and 2011



Note 8 – Income Taxes (continued)



The Company has taken a full valuation
allowance against the other timing differences and the deferred asset attributable to the NOL carry-forwards of approximately $1,560,000
and $1,232,000 at December 31, 2012 and 2011, respectively, due to the uncertainty of realizing the future tax benefits.



The Company did not pay any income taxes
during the years ended December 31, 2012 or 2011.



Note 9 – Line of Credit



During 2009, the Company obtained a line
of credit with a commercial bank in the amount of $250,000. The line of credit is secured by the Company’s accounts receivable
and inventory. At December 31, 2012, the Company owed $250,000 against the line of credit at an annual interest rate of 5.25%.



Note 10 – Short-Term Debt



In April 2009, the Company acquired the
assets of A.T. Reynolds and Sons, Inc. (“Reynolds”), operating as Leisure Time Spring Water (“Leisure”)
in Kiamesha Lake, New York (See Note 12). In connection with the acquisition of these assets, the Company assumed a $1.9 million
mortgage that was due a commercial bank (“Bank”) against a building and land, included as part of the total assets
acquired from Reynolds. On April 3, 2009, the Company entered into a Mortgage Consolidation, Modification and Extension Agreement
with the Bank. The Company was required to make interest payments only through April 3, 2011, at which time the entire principal
balance was due the Bank. Monthly interest is based on 90-day Libor at 4.50%. The $1.9 million mortgage is personally guaranteed
by the Company’s chief executive officer. The balance due against this mortgage at December 31, 2012 was $1,943,426. The
balance due the Bank on April 3, 2011 was not paid putting the Company in default under the terms of the original agreement. The
Company entered into a Forbearance Agreement (“Agreement”) on May 31, 2011, and upon expiration of that Agreement,
the Company entered into an extension to the Agreement on October 3, 2011, which extended the Agreement period until April 3, 2012.
On April 3, 2012, the Agreement period was further extended until October 3, 2012. On October 3, 2012 the forbearance agreement
expired and the company is currently is in default its mortgage obligation. The Company is presently negotiating with a finance
company to pay back the mortgage that is due to Wells Fargo Bank. There is no guarantee or assurance
we will be able to close any loan arrangement to repay our current mortgage with Wells Fargo Bank.





Under the terms of the May 31, 2011 Agreement,
the Company was required to make monthly principal payments of $15,000 plus all accrued and unpaid interest on the debt obligation.
The Company was also assessed a forbearance fee of $19,000, and it was required to provide evidence acceptable to the commercial
bank that the Company and Sullivan County had agreed to a payment plan for real estate taxes that were in arrears as of the date
of the Agreement. The interest rate based on 90-day Libor rate of 4.0% did not change as a result of the Forbearance Agreement.
All loan documents and the Security Agreement remained in full force and effect in accordance with the original terms. Under the
terms of the October 3, 2011 Agreement, the commercial bank waived the $15,000 monthly principal payments, but not the interest
payments. An additional $19,000 forbearance fee was assessed. All other terms of the original note obligation and the May 31,
2011 Agreement remained in full force and effect. The interest rate based on 90-day Libor rate of 4.625% did not change as a result
of this Forbearance Agreement. Under the terms of the April 3, 2012 Agreement, the commercial bank assessed an additional forbearance
fee of $19,000, continued to waive the monthly $15,000 principal payment, but not the monthly interest payments. All other terms
of the original note obligation and the May 31, 2011 Agreement remained in full force and effect. The 90-day Libor rate of 4.5%
did not change as a result of this Forbearance Agreement. The company continues to accrue interest on this obligation until such
time as a refinancing plan is finalized







F-16







Boreal Water Collection, Inc.

Notes to Financial Statements

For The Years Ended December 31, 2012
and 2011



Note 10 – Short-Term Debt (continued)



On October 24, 2011, the Company purchased
distiller equipment for $75,000. The sale contract provided for a deposit of $5,000, with an additional $5,000 on November 1, 2011
and the balance of $65,000 to be paid on or before November 16, 2011. At December 31, 2012 and 2011, the Company owed a total of
$7,500 and 55,000, respectively, putting the Company in default under terms of the contract. During November and December 2012,
the Company successfully negotiated a reduction in the amount owed at December 31, 2012 from $15,000 to $7,500 and this reduced
amount was paid subsequent to December 31, 2012.



On May 31, 2011, the Company entered
into a payment arrangement (“Agreement”) with the County of Sullivan for payment of past due property taxes. The
Agreement provides for a down payment of approximately $30,000, which was equal to 15.0% of the eligible delinquent taxes,
with the balance of $192,153 due in 24 monthly payments of principal and interest of $8,006. The $30,000 down payment was
paid on May 31, 2011. As part of the Agreement, the County of Sullivan will obtain a Judgment of Foreclosure, however, the
County of Sullivan acknowledges that it will not take title of the property, unless and until the Company is in default and
breached the terms within the Agreement, and further it will not take title sooner than two years from the date of the levy
of the earliest outstanding lien. At December 31, 2012 and 2011, the balance due against this note was approximately $38,000
and $125,000, respectively.



Note 11 – Related Party





On May 10, 2011, the Company issued 5,331,494 shares of
its $0.001 par value common stock to its president and CEO in settlement of unpaid wages from the year 2010. On August 13, 2010,
the Company issued 181,562,210 shares of its $0.001 par value common stock in settlement of $255,199 for loans and advances made
to the Company by its president and chief executive officer. The shares were valued at $0.0014.

At December 31, 2012 and 2011, the Company
owed a related party approximately $284,000 and $125,000, respectively, for ongoing operating and purchase transactions with the
related party company. For the year ended 2012 and 2011 the Company made purchases from the related party of $156,463 and $97,857,
respectively. For the year ended 2012 and 2011 the Company made sales to the related party of $32,978 and $26,464, respectively.





Note 12 – Commitments and Contingencies



The Company is party to a forty year
exclusive agreement (“Agreement”), with an original effective date of November 1, 1995, modified on April 25,
2000, to reduce certain minimum guarantee and compensation provisions of the Agreement. The Agreement provides that the
Company shall draw not less than seven million (7,000,000) gallons or water from certain springs on an annual basis. During
the remainder of the first twenty-five (25) years of the Agreement, the Company pays one cent ($0.01 per gallon for the first
five million (5,000,000) gallons of water drawn and three-fourth of one cent ($0.0075) for all gallonage thereafter, but not
less than $65,000 per year regardless of the actual gallonage drawn, payable in monthly installments of $5,416. In event that
drought or other conditions reduce the capacity of the springs, so that the springs cannot meet the minimum guarantee, the
minimum guarantee shall be reduced in accordance with an agreed to formula. For the last fifteen years of the agreement,
which expires October 31, 2035, the Agreement provides that the Company shall pay one and one-quarter cents ($0.0125) per
gallon for the first five million (5,000,000) gallons and for gallons thereafter the Company shall pay one cent ($0.01) per
gallon, with an annual minimum of $82,500, payable in monthly installments of $6,875. The Company is responsible for all
maintenance and repairs, utilities, and capital improvement costs incurred in connection with the water collection facility,
which includes storage tanks, a pump building, piping, and other related equipment necessary for and related to the
harvesting of water from the springs. The Agreement also provides that the owner of springs may sell water from the springs
under certain conditions, provided, however, that the charge per gallon sold shall not be less than the price per gallon paid
by the Company, with such proceeds divided equally between the Company and the owner. The Company has an option of first
refusal in the event that the owner enters into an agreement for the sale of all or a portion of the real property,
which includes the springs located on the real property. Upon execution of a valid binding contract between the owner and a
third party, which contract shall be made subject to the terms of the option, the owner shall provide the Company a copy of
the contract and it shall have thirty (30) days from date of delivery or mailing within which to exercise its option by
delivering to the owner a check in the amount of the contract deposit, in which event the owner and the Company shall be
bound by the contract sale.





F-17







Boreal Water Collection, Inc.

Notes to Financial Statements

For The Years Ended December 31, 2012
and 2011





Note 12 – Commitments and Contingencies
(continued)



The future minimum payments due under
the terms of the Agreement are as follows:





|Years Ending |            |  |  |  
|------------ | ---------- |  |  | -
|December 31, |            |  |  |  
|             | 2013       |  |  | $
|             | 2014       |  |  |  
|             | 2015       |  |  |  
|             | 2016       |  |  |  
|             | 2017       |  |  |  
|             | Thereafter |  |  |  
|             |            |  |  | $





Note 13 – Litigation



On April 20, 2009, Dowser, LLC (“Dowser”) commenced
action against the Company and Boreal Water, Inc., as defendants in the United States District Court for the Southern District
of New York, alleging breach of contract arising out of the Company’s purchase of certain assets in the Chapter 11 Bankruptcy
Case in Re A.T. Reynolds & Sons, Inc. Case No. 08-37739 (cgm), pending in the United States Bankruptcy Court, Southern District
of New York, Poughkeepsie Division (“Reynolds Bankruptcy”). As alleged in its complaint, Dowser alleged “actual
and consequential damages in the amount to be determined at trial, but believe to exceed $3.5 million plus interest.



On June 12, 2009, the Company submitted
its answer in the Dowser Action, denying liability and asserting various affirmative defenses, including, among other things, failure
to condition precedent and the Bankruptcy Court Orders regarding the sale of the assets to the Company.



In 2012, the parties to this action reached
an out of court settlement, which provided that the Company would make a cash payment to Dowser in the amount of $75,000 and also
grant Dowser exclusive master bottling rights to bottle Leisure Time water in 3, 5, and 6 gallon refillable containers. The $75,000
settlement payment is shown as an extraordinary item on the statement of operations.



A “Summons with Notice” (but
not a Complaint), naming BRWC, Mrs. Lavoie and Mr. Cortellazi, who was a Canadian citizen trying to buy controlling interest in
the Company during 2011, as defendants, was filed on March 14, 2012 in the Sullivan County, New York Supreme Court (and later served
on BRWC and Mrs. Lavoie) by counsel for plaintiffs (the proposed CEO and former Boreal employee, who were brought into the negotiations
by Mr. Cortellazi, to assist him in his effort to buy controlling interest of the Company from Mrs. Lavoie). The index number of
the court filing is 2012-676. The Company and Mrs. Lavoie have retained counsel.



A Complaint has since been served, seeking
damages totaling $53,600 plus $15,000 in attorney’s fees, alleging violations of Article 11 of New York’s General Obligations
Law. Defendants BRWC and Mrs. Lavoie have filed an Answer and Counterclaims, dated September 24, 2012. Counterclaims have been
filed against Cortellazi, who has admitted his role in the scheme, and others for fraud, defamation and slander, and damages, including
punitive damages and attorney’s fees. See Statement of Changes in Stockholders’ Equity for reference to 3.0 million
shares not previously recognized.



The Company may be defendant in various
suits and claims that arise in the normal course of business. In the opinion of management, the ultimate disposition of these
other suits and claims will have no material effect on the Company’s financial position, liquidity, or results of operations.





F-18