What changed in this filing

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Item 1. Business

2021-03-08 compared with 2020-03-27 · 298 added, 315 removed, 1 unchanged (100% of the section changed)

Medical Supply, Inc.

("the Company,"

"it", "we', "us"

or "our") was incorporated

in the State of Ohio on September 3, 1992.

On April 18, 2012 it changed its domicile to the State of Colorado by merging

with a newly formed Colorado subsidiary.

commenced our operations in September 1992.

Initially we operated as a compounding pharmacy providing Intradialytic

Parenteral Nutrition (a means of providing additional nutrition to patients on dialysis) to patients with End Stage Renal Disease

who had experienced excessive weight loss due to intestinal malabsorption.

We also provided pharmacy services to patients

who required intravenous antibiotic therapy, home total parenteral nutrition and home enteral nutrition.

(Enteral nutrition involves

absorption of the drug through the gastrointestinal tract and parenteral nutrition involves administering the drug/nutrition in

some way other than the digestive tract.) We also provided various nebulizer medications for patients with chronic

obstructive pulmonary disease.

(A nebulizer is a device used to administer medication in the form of a mist inhaled into the lungs.)

We ceased pharmacy operations in May 2002 in response to significant reductions in reimbursement by Medicare, Medicaid and Private

Insurance Companies, and changed our focus to providing quality home medical equipment and supplies to patients in our geographical

We have never been involved in any bankruptcy, receivership, or similar proceeding.

June 21, 2019 WesBev LLC, a Nevada limited liability company ("WesBev"), acquired 8,000,000 shares of common stock

from Michael J.

West, a founder, director and former principal shareholder of the Company, consisting of approximately 69.7% of

the issued and outstanding shares of the Company at the time of the purchase.

As part of his agreement with WesBev, Mr.

West undertook

to appoint or cause the appointment of up to three persons nominated by WesBev to the board of directors of the Company.

June 21, 2019 the Company sold 336,000 shares of common stock to WesBev for $100,000.

Following these stock purchases WesBev beneficially

owned 8,336,000 shares, or approximately 71% of the issued and outstanding shares of the Company.

December 31, 2019, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with SBG

Acquisition Inc.

(“Merger Sub”), a Nevada Corporation wholly-owned by the Company, and Splash Beverage Group, Inc.

a Nevada corporation (“Splash”) pursuant to which Merger Sub shall be merged with and into Splash (the “Merger”)

with Splash as the surviving company and a wholly-owned subsidiary of the Company.

The closing of the Merger shall take place

on the first business day following satisfaction or waiver of the closing terms and conditions set forth in the Merger Agreement.

of the Merger is subject to customary closing terms and conditions including, among others:

the adoption of the Merger Agreement by Splash’s

stockholders;

the representations and warranties of the respective

parties being true and correct in all material respects as of the closing day of the Merger;

since June 1, 2019 through the closing of the

Merger, Splash shall have raised from the aggregate sale of its equity securities not less than $1,500,000 which shall be

available or was utilized for inventory purchases, reductions to accounts payable and for other general working capital purposes;

on the closing of the Merger liabilities of

Splash debt shall not exceed $500,000;

Splash shall have entered into note conversion

agreements with substantially all holders of its debt pursuant to which such debt is converted into shares Splash’s

common stock at a conversion price of $1.00 per share;

designated shareholders of Splash shall have

entered into lock-up/leak out agreements by which they will agree to restrict post-Merger sales of Canfield securities for

a period of up to one year following the Merger, as more particularly described within the Merger Agreement;

the Company and Michael West, the Company’s

former Chief Executive Officer, and a current director, shall have entered into a Business Transfer and Indemnity Agreement

pursuant to which all operations, assets and liabilities of the Company’s home health services business shall be transferred

and conveyed to Mr.

West or an entity designated by Mr.

West in exchange for his indemnifying the Company for certain liabilities

the Company shall not have any liabilities exceeding

$50,000 in the aggregate;

the Company’s directors and officers shall

have tendered their resignations;

Robert Nistico, Chief Executive Officer of Splash,

shall be appointed as chief executive officer of the Company;

the composition of the Company’s board

of directors shall be as set forth in the Merger Agreement.

As of the date of this annual report, all

conditions to closing have been completed, except for the fourth, and the seventh through eleventh bulleted conditions listed above.

The items listed in the seventh, ninth and tenth bulleted conditions above have been finalized, but will not be delivered until

the closing date.

the closing of the Merger, each outstanding share of common stock, Series A Preferred Stock and Series B Preferred Stock of Splash,

shall be converted into such amount of fully paid and non-assessable shares of common stock of the Company.

Upon completion of

the merger, shareholders of Splash as a group will own on a fully diluted basis approximately 85% of the Company and the current

shareholders of the Company as a group will own on a fully diluted basis approximately 15% of the Company.

are a provider of home medical equipment, supplies and services (which relate to the equipment sales) in Ohio's Mahoning Valley,

with an emphasis on providing for patients with mobility related limitations.

We also sell to patients in Western Pennsylvania

and Northern West Virginia.

We typically provide equipment, supplies and services to people who have had strokes, hip

or knee replacements, and other surgeries after they are discharged from a hospital or rehab center.

We provide almost

any medical equipment and supplies these persons need to enable them to remain in their homes.

We have been in the home health

care business since 1992 and have developed relationships with many of the local physicians, discharge planners for hospitals

and rehab facilities, nursing services, and home health agencies.

operate in only one segment, which is home medical equipment and supplies.

We also provide the services described below

along with the equipment and supplies, but most of our revenue is derived from the sale of equipment and supplies.

of the equipment and supplies that we sell are prescribed by a physician and are part of a care plan.

We provide substantial

benefits to both patients and payors by allowing patients to receive necessary care and services in the comfort of their own home

while reducing the cost of treatment.

Our services include:

in-home delivery, set-up, and maintenance of equipment;

patients and caregivers with written instructions about home safety, self-care, and the

proper use of equipment;

claims to third-party payors and billing/collecting patient co-pays and deductibles.

supply a wide range of home medical equipment to help improve the quality of life for patients with special needs, particularly

those who face unique mobility challenges as they try to remain independent in their homes.

The use of home medical

equipment provides a significant relative cost advantage to our patients and payors.

The basic categories of equipment

we carry are:

wheelchairs, scooters, and lift chairs

wheelchairs and ambulatory equipment, such as wheeled walkers, canes, and crutches;

equipment, such as bedside commodes, shower chairs, grab bars, and toilet risers;

surfaces, such as pressure pads and mattresses, for patients at risk for developing pressure

sores or decubitus ulcers;

ramps, folding ramps, and lift systems for cars or vans that make it easy to exit the

home or transport electric wheelchairs or scooters.

Competitive Strength

principal competitive strength is that we are an established local company in the Mahoning Valley with a reputation for good service

and good quality.

If a patient has any problems with a piece of equipment they purchase from us, they can call us and

we will take care of the problem.

Historically we have not experienced significant returns or refunds.

We contract with

Medicare, Medicaid, most major health insurance companies, and a number of other payors.

We are especially known as

a business that can provide almost anything a patient with reduced mobility needs, including home modifications necessary to remain

independent in the home.

also qualify as a "small supplier"

under the Medicare competitive bidding program, since our annual revenues are less

than $3.5 million.

The Medicare regulations have established a 30 percent target for small supplier participation,

which improves our chances of winning small bids from Medicare.

As a supplier in the Medicare program, we are required

to meet and adhere to certain standards set by Medicare.

also participate in the Ohio Medicaid program.

Our agreement with the Ohio Department of Jobs and Family Services expires

on July 31, 2020 at which time we must apply for a new agreement.

and Operations

Organization .

only facility is our office/showroom located at 4120 Boardman-Canfield Road in Canfield, Ohio, about eight miles southwest of

Youngstown, Ohio.

From this location we deliver our home healthcare products and services to patients in their homes

and to other care sites using our delivery vehicles and our employees.

derive substantially all of our revenues from third-party payors, including private insurers, Medicare, Medicaid, and managed

care organizations.

For the year ended December 31, 2019, approximately 29% of our net revenues were derived from

Medicare and Medicaid.

Generally, each third-party payor has specific requirements, which must be met before claim

submission will result in payment.

We have procedures in place to manage the claims submission process, including verification

procedures to facilitate complete and accurate documentation.

Notwithstanding these measures, violation of these requirements

may still occur and could result in the termination of a contract with a payor, the repayment of amounts previously received,

or other potentially significant liability.

When the third-party payor is a governmental entity, violations of these

requirements could subject us to civil, administrative, and criminal enforcement actions.

We are subject to periodic audits

by Medicare and Medicaid, the results of which have not identified any violations by us of these governmental entities' claim

submission requirements.

Most Medicare claims are paid within 30 to 60 days of submission.

High dollar claims such as power

chairs and pressure reduction surfaces require increased scrutiny by Medicare.

Such high dollar claims frequently are

singled out for pre-payment audits, which require all hard copy documentation of the patient's condition by the physician be sent

in to Medicare prior to receiving payment.

These claims take a minimum of 60 days to process and denials must be appealed.

subsequent claims to Medicare for rental payments for the denied equipment continue to be denied until the appeal process is finished.

of these claims require additional time to be completed and sometimes require phone calls to patients and doctors to reconcile.

is constantly reviewing unpaid claims to determine their status and claims are not written off until all attempts to collect payment

from Medicare have been exhausted.

We historically write off approximately 5% of Medicare payments due to unsuccessful collection

Based on our results for the last three years, approximately 70% of our Medicaid claims are paid within

Any claims not paid within 30 days usually have a billing error that has not been resolved by management and

end up getting resolved and paid within an additional 30 to 60 days.

Approximately 12% of our business during the year ended December 31, 2019 was comprised of self-pay

This business represents persons who come into our store and purchase items not covered by insurance and

patients who already may be purchasing something from us that is covered by insurance and they desire to purchase something additional

that is not covered by insurance.

Some of these customers pay for their product at the time of purchase and we send

or deliver invoices to the others.

These invoices request payment on receipt of the invoice.

these receivables delinquent once they are 180 days late.

We rely on our past collection experience with other patients

for similar or different products to determine if any of such receivables are still collectible.

At December 31, 2019, we

determined that no allowance for such items was necessary.

respect to our claims submitted to third party payors, our billing system generates contractual adjustments based on fee schedules

for the patient's insurance plan for each claim.

We operate in an environment with complex requirements governing billing and reimbursement for

our products and services.

We are expanding our use of technology in areas such as electronic claims submission and

electronic funds transfer whenever we can to more efficiently process business transactions.

This use of technology

can expedite claims processing and reduce the administrative cost associated with this activity for both us and our customers/payors.

policy is to collect co-payments from the patient or applicable secondary payor.

In the absence of a secondary payor,

we generally require the co-payment at the time the patient is initially established with the product/service.

months' co-payments are billed to the patient.

respect to rentals of power chairs, once initial delivery of rental equipment is made to the patient, a monthly billing cycle

is established based on the initial date of delivery.

The Company recognizes rental revenue ratably over the 13-month

service period.

Routine maintenance and servicing of the equipment is the responsibility of the Company.

market our products and services primarily to physicians, discharge planners for hospitals and rehab facilities, nursing services,

companies that provide home care companions and aides, home health agencies, and case managers.

Our marketing is primarily

done by Michael West, our former President who has developed relationships with many of the persons to whom we market in the course

of his dealings with prior patients who purchased our products or services over the past 25 years that we have been in business.

of our marketing consists of face-to-face meetings and in-service education with the staff at facilities to which we provide services.

also provide educational pamphlets and product specific brochures to go along with marketing materials such as pens, scratch pads,

calendars, and prescription pads.

of the marketing steps we have taken is to be accredited by The Joint Commission, which is a nationally recognized organization

that develops standards for various healthcare industry segments and monitors compliance with those standards through voluntary

surveys of participating providers.

We have been accredited by The Joint Commission since 2008, with on-site accreditation

renewal every three years and online recertification every year.

As the home healthcare industry has grown and accreditation

has become a mandatory requirement for Medicare DMEPOS providers, the need for objective quality measurements has increased.

Accreditation

is also widely considered a prerequisite for entering into contracts with managed care organizations and is required for Medicare

competitive bidding.

Because accreditation is expensive and time consuming, not all providers choose to undergo the

President has primary responsibility for generating new referrals and for maintaining existing relationships for our products

and services.

Our customers are typically the patients who purchase and utilize our products and services, but these

patients are usually referred to us by physicians and their staffs, the discharge planners in hospitals and rehab facilities,

nursing services and services that provide home care companions, and aides.

We have several rehabilitation facilities

that refer a significant amount of patients to us that account for in excess of 25% of our gross revenues.

These facilities

include Park Vista Rehabilitation, Sunrise Senior Living, and Whispering Pines Village Assisted & Independent Living.

However, these facilities also refer business to other providers.

currently have a website which shows pictures of most of the products we sell with links to the manufacturers/suppliers of the

This allows viewers to obtain more information on the products.

The website is not designed to

be used for online sales, and instead it is used more to show new or existing patients what products we can obtain and sell to

There is also no product pricing on the website.

intend to enhance this website so that online sales can be made on the website once we have funding available.

to contract with a leading web store builder program that offers a wealth of features to expand our business and provide support

as our business grows.

This program will make it easy to launch and maintain our web store.

We hope to build

a state-of-the-art e-commerce site that reflects our brands and puts our Company on a fast track to leveraging the sales opportunities

on the Internet.

This whole process could be accomplished in only a manner of weeks once funding is available, and

will not require the purchase of new computers or software licenses, or hiring of additional staff.

segment of the healthcare market in which we compete is highly competitive.

In our line of products and services, there

are a limited number of national providers and numerous regional and local providers.

The competitive factors most

important in our local market are:

with referral sources, including local physicians and hospital-based professionals;

of products and services;

Accessibility

and overall ease of doing business;

of patient care and associated services;

of home healthcare products and services;

to provide local maintenance service on products sold.

primary national provider with which we compete is Apria Healthcare Group, Inc., and the primary regional providers with which

we compete in Northeastern Ohio and Western Pennsylvania are Boardman Medical Supply, Inc., Community Home Medical, Inc., and

Seeley Medical, Inc.

Depending on their business strategies and financial position, a very large percentage of our

competitors have access to significantly greater financial and marketing resources than we do.

This may increase pricing

pressure and limit our ability to maintain or increase our market share.

are subject to extensive government regulation, including numerous laws directed at regulating reimbursement of our products and

services under various government programs and preventing fraud and abuse, as more fully described below.

We maintain certain

safeguards intended to reduce the likelihood that we will engage in conduct or enter into arrangements in violation of these restrictions.

contracts with Insurance Companies are fairly standard and do not require legal opinions, and all our policies and procedures

have been reviewed by The Joint Commission and meet Industry standards and requirements.

Federal and state laws require

that we obtain facility and other regulatory licenses and that we enroll as a supplier with federal and state health programs.

Notwithstanding

these measures, due to changes in and new interpretations of such laws and regulations, and changes in our business, among other

factors, violations of these laws and regulations may still occur, which could subject us to civil and criminal enforcement actions;

licensure revocation, suspension, or non-renewal;

severe fines and penalties;

and even the termination of our ability to provide

services, including those provided under certain government programs such as Medicare and Medicaid.

and Medicaid Revenues .

In the years ended December 31, 2019 and 2018, approximately 29% of our net revenues

were reimbursed by the Medicare and state Medicaid programs, respectively.

No other third-party payor represented more

than 10% of our total net revenues for the year ended December 31, 2019.

The majority of our revenues are derived from

sales of equipment and supplies we sell to patients for patient care under fee-for-service arrangements.

Fee-for-service

is a payment model where services are unbundled and paid for separately, and occurs when doctors and other health care providers

receive a fee for each service, such as an office visit, test, or procedure.

Since most of the manufacturers of the

products we sell do not provide direct patient care, our services primarily involve providing in-home-delivery, set-up, and maintenance

of home medical equipment .

All of these services are included in our service under

a single claim, and cannot be billed separately.

We do not have ongoing arrangements with patients or medical providers,

other than rental agreements that we have for wheel chairs and hospital beds.

Reimbursement .

There are a number of legislative and regulatory initiatives in Congress and at CMS that affect or may

affect Medicare reimbursement policies for products and services we provide.

Specifically, a number of important legislative changes

that affect our business were included in the Medicare Prescription Drug, Improvement and Modernization Act of 2003 ("MMA");

the Deficit Reduction Act of 2005 ("DRA");

MIPPA, which became law in 2008;

and the comprehensive healthcare reform

law signed in March 2010 ("the Reform Package").

These Acts and their implementing regulations and guidelines

contain numerous provisions that are significant to us and continue to have an impact on our operations today.

of December 31, 2019, we had four full-time and five part-time employees.

Risk Factors.

a smaller reporting company, we are not required to provide the information required by this item.

Unresolved Staff Comments.

offices are located at 4120 Boardman-Canfield Road, Canfield, Ohio 44406.

We rent our offices pursuant to a three-year

lease extension which expires in September 2020.

Our monthly rent is approximately $2,700, plus costs.

Legal Proceedings.

legal proceedings are currently pending or threatened to the best of our knowledge.

Mine Safety Disclosures.

(“CMS”) was incorporated in the State of Ohio on September 3, 1992, and changed domicile to Colorado

on April 18, 2012.

CMS was in the business of home health services, primarily the selling of durable medical equipment and medical

supplies to the public, nursing homes, hospitals and other end users.

December 31, 2019, Canfield entered into an Agreement and Plan of Merger (the “

Merger Agreement ”) with

SBG Acquisition Inc.

Merger Sub ”), a Nevada Corporation wholly-owned by Canfield, and Splash Beverage

a Nevada corporation (“

Splash ”

SBG “) pursuant to which Merger

Sub merged with and into Splash (the “

Merger”

) with Splash as the surviving company and a wholly-owned

subsidiary of Canfield.

The Merger was consummated on March 31, 2020.

the owners and management of Splash had voting and operating control of CMS following the Merger, the Merger transaction was accounted

for as a reverse acquisition (that is with Splash as the acquiring entity), followed by a recapitalization.

On July 31, 2020,

CMS changed its name to Splash Beverage Group, Inc.

(“SBG”).

On December 24, 2020,

SBG consummated an Asset Purchase Agreement(the “APA”) with Copa di Vino Corporation (“CdV”), to purchase

certain assets and assume certain liabilities that comprise the Copa di Vino business for a total purchase price of $5,980,000,

payable in the combination of $2,000,000 in cash (“Cash Consideration”), $2,000,000 convertible promissory note (the

“Convertible Note”) to Seller and a variable number of shares of the Company’s common stock based on a attainment

of revenue hurdles.

CdV is one of the leading producers of premium wine by the glass in the United States with its primary offices

and facilities in The Dalles, Oregon.

The Company’s

common stock is quoted on the OTCQB under the symbol SBEV.

Company Overview and History

Splash was incorporated

in the State of Nevada under the name TapouT Beverages, Inc.

for the purpose of acquiring the rights under a license agreement

with TapouT, LLC (Authentic Brands Group and now the WWE) for the right to use the TapouT brand in connection with manufacturing

and selling certain beverages.

Robert Nistico was hired as CEO and the name was changed to Splash Beverage Group, Inc.

to reflect the revised business plan of being a manufacturer and distributor of several brands of beverages including both

non-alcoholic and spirits brands.

Robert Nistico has

over 28 years of experience in all levels of the three-tier distribution system used in the beverage industry.

Prior to joining

the Company, he led the Marley Beverage Company from startup to over $47 million in annual revenues and ultimately profitability

in three and one-half years.

Before that he was the 5th employee at Red Bull North America, Inc.

and served as General Manager,

VP of Field Marketing and Sr.

Vice President & General Manager during his 11 years there.

He was instrumental in building

the Red Bull brand in North and Central America and the Caribbean from $0 revenue to $1.6 billion in annual revenues.

began his career with the Gallo Winery, quickly ascending within that system between winery and senior positions in distribution

with Premier Beverage and RNDC Texas.

Nistico has assembled

a team of experienced beverage industry professionals with the goal of replicating the business model of companies like Diageo

of owning some brands and managing others where there are synergies among a distribution standpoint.

SBG however, has an additional

strategic advantage of “brand incubation”

with its own ecommerce platform.

SBG has license rights

to the TapouT brand for the United States and several other countries and we have joint venture with SALT Flavored Tequila.

Nistico and SBG understand the proven strategy of infusing beverage brands with strong pop culture and lifestyle elements which

drives trial, belief and most importantly repeat purchase.

Our strategy is to

combine the traditional approach of manufacturing, distributing, and marketing of beverages, but with brands that have a reasonable

level of pre-existing brand awareness (market presence) or have attributes that we believe to be purely innovative.

SBG’s core values.

We believe this allows SBG to break through the clutter of numerous brand introductions and dilute risk.

This philosophy is applied regardless as to whether the brand is to be 100% owned or a joint venture.

For acquisition or

joint venture consideration, we prefer to work with brands that already have one or more of the following in place:

Some level of preexisting brand awareness

Regional presence that can be expanded

Licensing an existing brand name (TapouT for example)

Add to an underdeveloped and growing category

Innovation to an existing attractive category (Flavored Tequila)

We believe offering

brand founders access to our shared services model, provides us with two paths to success:

one, developing our wholly owned core

brands and two the ability to tap into high growth early stage brands ready to scale.

By managing joint venture brands, we can

significantly reduce their development expense while simultaneously increasing efficiencies for all brands in the SBG portfolio.

Most new single beverage

brands have limited access to distribution and thus find it extremely difficult to obtain meaningful retail shelf presence.

decades of successful brand introductions (Gallo, Red Bull, Bacardi, DIAGEO, Sparkling Ice, Jones Soda, FUZE Beverage, NOS Energy,

SoBe Beverages, Muscle Milk, Marley Beverages) our ability to break through the distribution and retail bottlenecks makes us an

attractive joint venture partner to many new brand owners.

Our business ventures

are typically structured with a revenue split, a marketing spend commitment from the brand founder and an earned equity position

that constitutes control.

Most are happy to award an equity position in their brand in exchange for distribution, sales and marketing

management within the distribution network which eliminates their need to invest in infrastructure.

Our partners only need to

manage a small base of corporate operations.

We benefit by avoiding

the development costs for new products.

This model spreads our risk over several brands, contributes to our economies of scale,

and it improves our relationship with distribution because we can provide them with a broader line of proven beverage products.

Since our inception

we have seen very good deal flow having been offered over 20 brands.

SBG is only engaging with brands that fit comfortably within

the above guidelines and are in some way complementary to each other categorically or from a distribution standpoint.

We also believe the

distribution landscape in the beverage category is changing rapidly and see that tech-enabled business models are thriving.

to consumer, office or home solutions are projected to continue to gain traction in the future.

A core strategy for SBG is to

build onto the early success we’re seeing with the Qplash online platform.

We produce, distribute

and market two beverages brands, “TapouT Performance”, a hydration & recovery isotonic sport drink and SALT Naturally

Flavored Tequila, a 100% agave 80 proof line of flavored tequilas.

The following is a description of these products.

SALT Flavored Tequila

We produce, distribute,

and market the following flavors under the brand name SALT Naturally Flavored Tequila:

Citrus flavor

Chocolate flavor

SALT Tequila is the

first line of 100% agave 80-proof flavored tequilas.

Tequila, vodka, rum, and now even brown spirits have experienced significant

growth when flavors were introduced, and we expect significant growth as the tequila category is already growing at double digits.

SALT is currently

being launched and distributed by RNDC, Youngs Market and Major Brands to Walmart and Total Wine to date in 6 U.S.

is for sale in Mexico.

Several South American countries will also launch SALT during spring 2021.

SALT is a business

venture between SBG and SALT USA, LLC.

All aspects of manufacturing, logistics, distribution and marketing are the responsibility

TapouT Isotonic Sports Drinks

SBG will produce,

market, sell and distribute the following sports beverages under the brand name TapouT in the coming two years:

TapouT Performance:

Flavors completed

Cherry Lemonade

Some Sugar / 120 Calories

In Production

Zero Sugar / 10 Calories

In Production

TapouT Elite:

In development for 2022

TapouT Energy:

Under consideration also for 2022

TapouT Performance

is a unique advanced performance functional beverage that has recuperative and cell regeneration capabilities that increase hydration

and cellular recovery.

It is formulated with all GRAS (FDA Designation “Generally Regarded As Safe) ingredients versus controversial

ingredients used in many competitive products.

It can be taken before, during or after activity to enhance activation, hydration,

and recovery.

TapouT Performance is all natural and is perfectly balanced with a proprietary blend of 5 electrolytes, amino acids

and a proprietary specialized ingredient blend of minerals and nutrients.

TapouT, formally associated

with the UFC and mixed martial arts (MMA) has been producing branded clothing and light equipment for over 23 years and has a

very high level of aided and unaided brand awareness.

Now associated with

the WWE, Authentic Brands Group, LLC (“ABG TapouT”), the original owner of the TapouT brand IP, represents the biggest

WWE stars, produces reality TV shows, Pod Casts, and other media and TapouT is the official training partner of the WWE.

TapouT License Agreement

We have the rights

under a License Agreement to North, Central and South America, US military bases, Australia, South Africa and the EU.

The beverages

covered by the License Agreement include sports drinks, energy drinks, energy shots, water, protein, teas, etc.

We pay a 6% royalty

of net sales or a guaranteed minimum royalty of $540,000 whichever is greater.

This agreement goes through December 31, 2022.

We have the right

to use the TapouT brand to market, advertise and promote for sale our TapouT beverages, and TapouT agrees to provide us with certain

materials which we can use in connection with our advertising and promotion.

We are required to spend 2% of our net sales on marketing

expenditures such as expenses attributable to trade shows, catalogs and websites, point-of-sale advertising featuring TapouT products

and other retail advertising.

TapouT has certain relationships with certain celebrity and athletic talent and, if requested, it

agrees to use its reasonable efforts to request the celebrities and/or athletes to be present at autograph signings, tradeshows

and other similar events.

Manufacturing and Distribution

SBG is responsible

for the manufacturing of the TapouT Performance Beverage and SALT Naturally Flavored Tequila.

Although we are responsible

for manufacturing TapouT and SALT, we do not directly manufacture these products, but instead we outsource such manufacturing

to third party bottlers and contract packers.

We purchase concentrates,

flavors, dietary ingredients, cans, bottles, caps, labels, and other ingredients for our beverage products from our suppliers,

which are delivered to our various third-party bottlers and co-packers.

In some cases, certain common supplies may be purchased

by our various third-party bottlers and co-packers.

Depending on the product, the third-party bottlers or packers add filtered

water and/or other ingredients (including dietary ingredients) for the manufacture and packaging of the finished products into

our approved containers in accordance with our formulas.

The Copa di Vino and

Pulpoloco brands are manufactured at our manufacturing facility in The Dalles, Oregon.

Co-Packing Arrangements

Our TapouT products

are manufactured by various third-party bottlers and co-packers situated throughout the United States under separate arrangements

with each party.

Our co-packaging arrangements are generally on a month-to-month basis or are terminable upon request and do not

typically obligate us to produce any minimum quantities of products within specified periods.

In some instances,

subject to agreement, certain equipment may be purchased by us and installed at the facilities of our co-packers to enable them

to produce certain of our products.

In general, such equipment remains our property and is returned to us upon termination of

the packing arrangements with such co-packers, unless we are reimbursed by the co-packer via a per-case credit over a predetermined

number of cases that are produced at the facilities concerned.

We are generally responsible

for arranging for the purchase and delivery to our third-party bottlers and co-packers the containers in which our beverage products

are packaged.

We pack some of our

products in multiple locations to enable us to produce finished goods closer to the markets where they are sold, with the objective

of reducing freight costs as well as transportation-related product damages.

As distribution volumes increase, we will continue

to source additional packing arrangements closer to such markets to further reduce logistics costs.

Our ability to estimate demand

for our products is imprecise, particularly with new products, and may be less precise during periods of rapid growth, particularly

in new markets.

If we materially underestimate demand for our products and/or are unable to secure sufficient ingredients or raw

materials including, but not limited to aluminum cans, PET plastic bottles, labels, flavors, juice concentrates, dietary ingredients,

and other ingredients, and/or procure adequate packing arrangements and/or obtain adequate or timely shipment of our products,

we might not be able to satisfy demand on a short-term basis.

Our production arrangements

are generally of short duration or are terminable upon our request.

For some of our products, there may be limited co-packing

facilities in our domestic market with adequate capacity and/or suitable equipment to package our products.

We believe a short

disruption or delay in production would not significantly affect our revenues;

however, as alternative co-packing facilities in

our domestic market with adequate long-term capacity may not be available for such products, either at commercially reasonable

rates and/or within a reasonably short time period, if at all, a lengthy disruption or delay in production of any of such products

could significantly affect our revenues.

We continue to actively

seek alternative and/or additional advantageously located co-packing facilities with adequate capacity and capability for the

production of our various products to minimize transportation costs and transportation-related damages as well as to create redundancies

to mitigate the risk of a disruption in production and/or importation.

In the United States

we operate within what is referred to as the “Three Tier Distribution System”

where manufacturers do not typically

sell directly to retailers, but instead contract for local and regional distribution with independent distributors.

These distributors

typically have geographic rights to distribute major beverage brands such as Budweiser, Pepsi, and Red Bull and call on every

store in a given area such as major cities or regions.

However, due to increasing costs over the last 20 years for these distributors

to call on every store (sometimes referred to in the industry as “DSD”

or direct store delivery), there has been a

great deal of consolidation which has limited the options for new brands to gain distribution and retail shelf presence.

Our management

team believes that their history of success and experience working within this channel will allow SBG to be successful in building

a strong network of these distributors.

In addition to working

with these independent distributors, we also have distribution arrangements with national retail accounts to distribute some of

our products directly through their warehouse operations.

“Qplash”

is the consumer-packaged goods retail division of Splash Beverage Group and our first entry point into the growing e-commerce

The division sells beverages & groceries online through qplash.com, and third-party storefronts such as Amazon.com

and Walmart.com.

Inside of the division, there are two primary customer groups, B-to-B retail businesses, which in turn offer

the products to their customers, and B-to-C, selling direct to end users.

Qplash sells to retailers

through www.qplash.com.

These retailers, generally in the high-end apparel space, are working to enhance their customers in store

shopping experience.

They offer high end beverages to for customers to enjoy while shopping or to take on the go.

allows businesses to control inventory, order with payment terms, and the convenience of delivery directly to each store.

To the end user, we

ship orders from our warehouses direct to their home or office.

We offer competitive pricing, an easy & convenient transactional

process, and a wide selection of products.

Consumers can order from qplash.com, from our storefront on Amazon, or other third-party

Amazon is a valuable revenue source as it allows us to access their loyal customer base and a high conversion rate

as they are comfortable navigating and checking out.

Currently we offer

over 350 listings and ship from Ontario, California.

Later this year, we plan to activate additional warehouse partnerships, thus

reducing shipping costs and the transit times while gaining access to several thousand additional items.

Our objective is to offer

1,500 items by the spring of 2021.

Additionally, this

vertically integrated platform affords SBG a unique opportunity to incubate, accelerate and ultimately migrate brands to traditional

distribution.

Canfield Medical Supply, Inc.

Canfield Medical Supply,

is a provider of home medical equipment, supplies and services (which relate to the equipment sales) in Ohio’s Mahoning

Valley, Western Pennsylvania and Northern West Virginia, with an emphasis on providing for patients with mobility-related limitations

who have had strokes, hip or knee replacements, and other surgeries after they are discharged from a hospital or rehab center.

Copa di Vino Wine Group, Inc.

Copa Di Vino is the

leading producer of premium wine by the glass in the United States.

Founder and owner, James Martin discovered the concept on

a bullet train adventure through the south of France.

A year later he brought the technology to his hometown of The Dalles, Oregon

located in the majestic Columbia River Gorge.

His passion for wine led to Copa Di Vino –

wine in a glass –

to drink wine glass that could go anywhere without the need for a bottle, corkscrew or glass.

Just open and enjoy!

longer trapped in the bottle!

We currently have

seven varietals of wine:

Pinot Grigio, Riesling, Merlot, Chardonnay, White Zinfandel, Moscato, and Cabernet Sauvignon.

Pulpoloco is a sangria

which is encased in a 100% biodegradable can made from paper.

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Item 1. Business