What changed in this filing

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Item 9A. Controls and Procedures

2021-03-08 compared with 2020-03-27 · 298 added, 292 removed, 67 unchanged (90% of the section changed)

Controls and Procedures.

(1) Evaluation

of Disclosure Controls and Procedures

maintain disclosure controls and procedures (as defined in Rule 13a-l5(e) under the Exchange Act) that are designed to ensure

that information that would be required to be disclosed in Exchange Act reports is recorded, processed, summarized and reported

within the time period specified in the SEC’s rules and forms, and that such information is accumulated and communicated

to our management, including to our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions

regarding required disclosure.

management, under the supervision and with the participation of our CEO and Chief Financial Officer ("CFO"), has evaluated

the effectiveness of our disclosure controls and procedures as defined in SEC Rules 13a-15(e) and 15d-15(e) as of the end of the

period covered by this report.

Based on such evaluation, management identified deficiencies that were determined to be a material

We maintain disclosure controls and procedures that are designed

to ensure that information required to be disclosed in our Securities and Exchange Commission Act of 1934 reports is recorded,

processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules

and forms and that such information is accumulated and communicated to our management, including our chief executive officer and

chief financial officer, as appropriate, to allow for timely decisions regarding required disclosure.

In designing and evaluating

the disclosure controls and procedures, we recognize that any controls and procedures, no matter how well designed and operated,

can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment

in evaluating the cost-benefit relationship of possible controls and procedures.

As further discussed below, we carried out an evaluation, under

the supervision and with the participation of our management, including our chief executive officer and chief financial officer,

of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and

15d-15(e) of the Exchange Act.

Based on that evaluation, our chief executive officer and chief financial officer concluded that,

because of certain material weaknesses in our internal control over financial reporting our disclosure controls and procedures

as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act were not effective as of December 31, 2020.

The material weaknesses

relate to the absence of in-house accounting personnel with the ability to properly account for complex transactions and a lack

of separation of duties between accounting and other functions.

We hired a consulting firm to advise on technical issues related

generally accepted accounting principles as related to the maintenance of our accounting books and records and the preparation

of our consolidated financial statements.

Although we are aware of the risks associated with not having dedicated accounting personnel,

we are also at an early stage in the development of our business.

We anticipate expanding our accounting functions with dedicated

staff and improving our internal accounting procedures and separation of duties when we can absorb the costs of such expansion

and improvement with additional capital resources.

In the meantime, management will continue to observe and assess our internal

accounting function and make necessary improvements whenever they may be required.

If our remedial measures are insufficient to

address the material weakness, or if additional material weaknesses or significant deficiencies in our internal control over financial

reporting are discovered or occur in the future, our consolidated financial statements may contain material misstatements, and

we could be required to restate our financial results.

In addition, if we are unable to successfully remediate this material weakness

and if we are unable to produce accurate and timely financial statements, our stock price may be adversely affected and we may

be unable to maintain compliance with applicable stock exchange listing requirements.

(2) Management’s

Annual Report on Internal Controls over Financial Reporting

Company’s management is responsible for establishing and maintaining effective internal control over financial reporting

(as defined in Rule 13a-l5(f) of the Securities Exchange Act).

Management assessed the effectiveness of the Company’s internal

control over financial reporting as of December 31, 2019.

In making this assessment, management used the criteria set forth by

the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) (2013).

Based on that assessment, management

believes that, as of December 31, 2019, the Company’s internal control over financial reporting was ineffective based on

the COSO criteria, due to the following material weaknesses listed below.

specific material weaknesses identified by the company’s management as of end of the period covered by this report include

the following:

have not performed a risk assessment and mapped our processes to control objectives;

have not implemented comprehensive entity-level internal controls;

have not implemented adequate system and manual controls;

do not have sufficient segregation of duties.

the material weaknesses reported above, our management believes that our consolidated financial statements included in this report

fairly present in all material respects our financial condition, results of operations and cash flows for the periods presented

and that this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make

the statements, in light of the circumstances under which such statements were made, not misleading with respect to the period

covered by this report.

report does not include an attestation report of our registered public accounting firm regarding internal control over financial

Management’s report was not subject to attestation by our registered public accounting firm pursuant to rules

of the Commission that permit us to provide only management’s report in this report.

Remediation Plan

weaknesses and their related risks are not uncommon in a company of our size because of the limitations in the size and number

Due to our size and nature, segregation of all conflicting duties has not always been possible and may not be economically

we plan to take steps to enhance and improve the

design of our internal control over financial reporting.

During the period covered by this annual report on Form 10-K, we

have not been able to remediate the material weaknesses identified above.

To remediate such weaknesses, we plan to implement

the following changes in the current fiscal year as resources allow:

additional qualified personnel to address inadequate segregation of duties and implement

modifications to our financial controls to address such inadequacies;

remediation efforts set out herein will be implemented in the current 2020 fiscal year.

Because of the inherent limitations

in all control systems, no evaluation of controls can provide absolute assurance that all control issues, if any, within our company

have been detected.

These inherent limitations include the realities that judgments in decision-making can be faulty and

that breakdowns can occur because of simple error or mistake.

believes that despite our material weaknesses set forth above, our consolidated financial statements for the year ended December

31, 2019 are fairly stated, in all material respects, in accordance with U.S.

Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining

adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act.

Under the supervision and with the participation of our management, including our chief executive officer and chief financial

officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework

in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission

(“COSO”).

Because of its inherent limitations, internal control over financial reporting may not prevent or detect

all misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls

may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement

preparation and presentation.

Based on our evaluation under the framework in Internal Control—Integrated Framework (2013),

our management concluded that our internal control over financial reporting was ineffective as of December 31, 2020 and 2019.

in Internal Control over Financial Reporting

were no changes to our internal control over financial reporting that occurred during our fourth fiscal quarter of our fiscal

year ended December 31, 2019.

There has been no change in our internal

control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rules 13a-15 or 15d-15

under the Securities Exchange Act of 1934 that occurred during our most recent fiscal quarter that has materially affected, or

is reasonably likely to materially affect, our internal control over financial reporting.

Other Information.

Directors, Executive Officers and Corporate Governance.

of our directors is elected by the stockholders to a term of one year and serves until his successor is elected and qualified.

Each of our officers is elected by the board of directors to a term of one year and serves until his or her successor is duly

elected and qualified, or until he or she is removed from office.

name, age and position of our officers and directors is set forth below:

with the Company

Joanne Atkinson

Heather Kearns(1)

Former Principal

Executive Officer, Former Principal Financial Officer and Former Principal Accounting Officer

John Matthias

Principal Executive

Officer, Principal Financial Officer Director

Kearns resigned from all officer positions with the Company effective November 19, 2019.

persons named above are expected to hold said offices/positions until the next annual meeting of our stockholders.

These officers

and directors are our only officers, directors, promoters and control persons.

Information about Our Officers and Directors

Joanne Atkinson

Atkinson has since 2005 been Fund Manager/Director of Operations of Kirby Enterprise Capital Management, LLC where since 2012

she has managed a special situations fund and coordinates private placements and monitors investment activity.

She has been responsible

for integrating and updating accounting systems, developing operating procedures, preparing financial reporting, managing quarterly

partnership reporting, coordinating private placements and ensuring compliance in all areas.

Ms Atkinson attended Colorado State

Kearns, CPA, MBA

Kearns has since 2011 been an independent certified public accountant specializing in corporate accounting matters and finance

services for those companies needing financial expertise to meet critical business objectives.

Ms Kearns received Bachelor of

Science in Business Administration and a Master of Business Administration degrees from Auburn University.

She is licensed as

a CPA in Colorado.

Matthias Lepo

Lepo has since 1998 been President of Battersea Capital Inc.

offering consulting services to small businesses including corporate

finance and advisory functions as well as advising on businesses entering the public markets.

Lepo has a Bachelor of Science

in Economics from Saint Mary’s University of Minnesota.

Long has been the chief executive officer of AnyDATA Corporation, from 2017 to the present.

AnyDATA Corporation designs and manufactures

OBD-2 devices for consumer automotive, commercial fleet and automotive manufacturing markets.

From 2013 to 2014 he was vice president

of Giant Magellan Telescope Organization (GMTO) a scientific partnership established to build and operate a 25-meter telescope

at the Las Campana Observatory in Chile.

From 1992 to 2013 he was president and founder of Premier Wireless, Inc.

which designed

and manufactured wireless communications products for the broadcast, security and military markets.

He has since 2012 been a member

of the Board of Trustees of Carnegie Institute of Science and received an AB, majoring in physics, from University of Chicago.

West co-founded our Company with his wife

in September 1992 and served as Vice-President, Secretary and a Director until September 2004 when he became the President and

sole Director.

He also founded Medical Billing Assistance, Inc.

("Medical Billing") in 1994.

Billing was involved in electronic billing of medical claims to Medicare.

Medical Billing completed an acquisition

of FCID Medical, Inc.

in December 2010 and Mr.

West resigned from all positions with Medical Billing at that time.

West received a Bachelor of Arts Degree in Biology from Wittenberg University in 1977.

West resigned from all executive

officer positions with the Company on June 28, 2019, but is currently a member of our board of directors, and serves as the president

of our medical supply business division.

We believe that Mr.

Michael West's 24 years of experience serving as either our President

or Vice President enables him to make valuable contributions to our Board of Directors.

West served as Secretary, Treasurer, CFO and a Director of our company since September 2011, until his resignation from his officer

positions on June 28, 2019.

He is the brother of Michael J.

He has been involved in the computer data

storage market since 1978.

He spent twenty-two years at Storage Technology Corporation where he held positions as Director

of Sales for their telecommunications region, Vice President and General Manager of the Western Region and Vice President of Global

He co-founded PeakData Inc., a computer data storage company which focuses on sales and integration of enterprise

storage solutions for Fortune 1000 companies in March 2001 and served as its Executive Vice president of Sales until January 2009.

January 2009, he has served as Director of Sales of Net Source, a computer storage company.

From May 2007 until December 2010

he served as Secretary and a Director of Medical Billing Assistance, Inc.

and he continued as a Director until April 2011.

West graduated from the University of Cincinnati with a BBA in 1978.

He plans to devote approximately 5 to 10 hours

per month to our affairs.

We believe that Mr.

Stephen West's 38 years of sales and executive experience in the technology

industry and his knowledge of our Company's history qualify him to serve as a member of our Board of Directors.

Relationships

for Michael J.

West, a director and our former CEO, and Stephen West, a director and our former CFO, Secretary and Treasurer,

who are brothers, there are no family relationships among any of our directors, executive officers or key employees.

Executive Officers and Corporate Governance.

The following table sets forth our executive

officers and directors, their ages and position(s) with the Company.

Robert Nistico

CEO, and Chairman of the

Chief Financial Officer

Peter McDonough

Directors are elected annually and hold

office until the next annual meeting of the stockholders of the Company and until their successors are elected.

Officers are elected

annually and serve at the discretion of the Board of Directors.

Robert Nistico, age 57, on March 31, 2020

became the Chief Executive Officer and a member of the board of directors of the Company.

Since 2012, Mr.

Nistico has served as

the Chief Executive Officer and a member of the board of directors of Splash Beverage Group, Inc.

Nistico also served as the

president of Viva Beverages, LLC.

Nistico was the fifth employee at Red Bull North America, Inc.

where he worked for 10 years

and served as Vice President of Field Marketing and Sr.

Vice President/General Manager.

Nistico was instrumental in building

the Red Bull brand in North and Central America and the Caribbean from no revenues to $1.45 billion in annual revenues.

he held the brand position of Regional Portfolio V.P and Division Manager for Diageo (formerly I.D.V.

/ Heublein), General Sales

Manager for Republic National (formerly The Julius Schepps Company) and North Texas State Manager for The E & J Gallo Winery

(and a variety of other management positions for those companies).

Nistico serves as a Director of Apollo Brands.

has more than 27 years of experience in the beverage industry, including direct and indirect sales management, strategic brand

management & marketing, finance, operations, production and logistics.

Nistico holds a B.A.

from the University of Colorado.

Dean Huge, age 64, became the Chief Financial

Officer of the Company on March 31, 2020 and since June 2018 has been the Chief Financial Officer of Splash Beverage Group, Inc.

From 2017 to June 2018 Mr.

Huge was the Interim Chief Financial Officer of Splash Beverage Group, Inc.

Huge was the President

of D&H Energy Development, Inc.

where he developed a toxic waste processing plant to create electrical energy from May 2013

With 35 years of experience, Mr.

Huge’s career started on Wall Street in the private and public sectors.

Huge has been involved with in-depth work in accounting, audits, IPOs, secondary offerings and complex partnership matters.

Huge’s experience includes expertise in financial services, manufacturing, distribution and SAAS type programs and he has

degrees in Accounting and Finance from Northern Illinois.

Justin Yorke, age 54, became a member

of the board of directors of the Company on the Merger date and serves as Director of Splash Beverage Group, Inc.

31, 2020, Mr.

Yorke has also served as the Company’s Secretary.

Yorke has over 25 years of experience in finance.

in Hong Kong for a little over 10 years, he managed funds for a private Swiss Bank, Darier Henstch.

Prior to that, Mr.

Yorke managed

funds for Peregrine Investments and Unifund, a high net worth family based in Switzerland.

For the past 10 years, Mr.

been a partner in San Gabriel Advisors and is the manager of the San Gabriel Fund, JMW Fund and Richland Fund.

He has a B.A.

Yorke is the principal of WesBev LLC, which prior to the Merger was the majority shareholder of the Company.

McDonough, age 62, has served

as an independent director of the Company since March 31, 2020 and previously served as a member of the board of directors of

Splash Beverage Group, Inc.

beginning in 2014.

McDonough currently serves as Chief Executive Officer of Trait Biosciences,

and previously served as President, Chief Marketing and Innovation Officer for Diageo North America from 2006 to 2015.

to joining Diageo, Mr.

McDonough was Vice President, European Marketing at The Procter & Gamble Company from 2004 to 2006,

where he led the Duracell Battery and Braun Appliance marketing organizations.

From 2002 to 2004, Mr.

McDonough was a member of

the business school faculty and lecturer at the University of Canterbury in Christchurch, New Zealand.

Prior to this academic

post he served as Vice President of Marketing for Gillette North America’s Blade Razor & Grooming Products Business

where he directed the market launch of industry leading shaving brands like Mach3 Turbo Razors, Venus Razors and Right Guard Extreme

Antiperspirants .

Earlier in his career, Mr.

McDonough served as Director of North American Marketing at Black & Decker where

he was involved in launching the DeWalt Power Tool Company.

McDonough received a B.A.

from Cornell University and a Master

of Business Administration from the Wharton School of Business.

Family Relationships

of the Board of Directors

shares are currently quoted on the OTCQB under the symbol “CNFM.”

have no separately designated standing audit committee, compensation committee, nominating committee, executive committee or any

other committees of our Board of Directors.

Our shares are

currently quoted on the OTCQB under the symbol “SBEV.”

We have no separately designated standing audit

committee, compensation committee, nominating committee, executive committee or any other committees of our Board of Directors.

The functions of those committees are currently undertaken by our Board of Directors.

Board of Directors believes that, considering our size, decisions relating to director nominations can be made on a case-by-case

basis by all members of the Board of Directors without the formality of a nominating committee or a nominating committee charter.

To date, we have not engaged third parties to identify or evaluate or assist in identifying potential nominees, although we reserve

Directors believes that, considering our size, decisions relating to director nominations can be made on a case-by-case basis

by all members of the Board of Directors without the formality of a nominating committee or a nominating committee charter.

date, we have not engaged third parties to identify or evaluate or assist in identifying potential nominees, although we reserve

the right to do so in the future.

Board of Directors does not have an express policy with regard to the consideration of any director candidates recommended by

stockholders since the Board of Directors believes that it can adequately evaluate any such nominees on a case-by-case basis;

however, the Board of Directors will evaluate stockholder recommended candidates under the same criteria as internally generated

Although the Board of Directors does not currently have any formal minimum criteria for nominees, substantial relevant

business and industry experience would generally be considered important, as would the ability to attend and prepare for board,

committee and stockholder meetings.

Any candidate must state in advance his or her willingness and interest in serving on the

board of directors.

of the Board of Directors

Board held one meeting during the year ended December 31, 2019 and also acted via board consent.

We held no annual meeting of

stockholders during the year ended December 31, 2019.

OTCQB imposes no director independence requirements.

For purposes of determining director

independence, we have applied the definitions set out in NASDAQ Rule 5605(a)(2).

The NASDAQ definition of “Independent Director”

means a person other than an Executive Officer or employee of the Company or any other individual having a relationship which,

in the opinion of the Company's Board of Directors, would interfere with the exercise of independent judgment in carrying out

the responsibilities of a director.

Directors does not have an express policy with regard to the consideration of any director candidates recommended by stockholders

since the Board of Directors believes that it can adequately evaluate any such nominees on a case-by-case basis;

Board of Directors will evaluate stockholder recommended candidates under the same criteria as internally generated candidates.

Although the Board of Directors does not currently have any formal minimum criteria for nominees, substantial relevant business

and industry experience would generally be considered important, as would the ability to attend and prepare for board, committee

and stockholder meetings.

Any candidate must state in advance his or her willingness and interest in serving on the board of directors.

Meetings of the Board of Directors

Our Board held

no live meetings during the year ended December 31, 2020 but we did act via board consent.

Pursuant to Item 407(a)(1)(ii)

of Regulation S-K promulgated under the Securities Act, we have adopted the definition of “independent director”

set forth in Rules 5000(a)(19) and 5605(a)(2) of the rules of the Nasdaq Stock Market.

The Board determined that Peter McDonough

qualifies as “independent directors”

pursuant to such rules.

in Certain Legal Proceedings

the past ten years no current or incoming director, executive officer, promoter or control person of the Company has to its knowledge

been involved in any of the following:

During the past

ten years no current or incoming director, executive officer, promoter or control person of the Company has to its knowledge been

involved in any of the following:

A petition under the Federal bankruptcy laws or any state insolvency law which was filed by or against, or a receiver, fiscal

36 unchanged sentences

or organization that has disciplinary authority over its members or persons associated with a member.

leadership structure and role in risk oversight

Board consists of five directors, Michael J.

West, our former CEO, Stephen J.

West, our former CFO, Amy Atkinson, John M.

our current CEO and CFO, and Michael Long.

Executive Compensation.

following table sets forth information for our two most recently completed fiscal years concerning all of the compensation awarded

to, earned by or paid to the executive officers named below.

No other employees earned a salary over $100,000 in the

last two completed fiscal years.

Board leadership

structure and role in risk oversight

Our Board consists

of three members who are stated in Item 10.

Code of Ethics

We have adopted a business conduct and ethics that applies to

our directors, officers (including our Chief Executive Officer, Chief Financial Officer an any person performing similar functions)

and employees.

Our Code of Ethics is available at our website at www.splashbeveragegroup.com.

Compensation.

The following table sets forth information

for our two most recently completed fiscal years concerning all of the compensation awarded to, earned by or paid to the executive

officers named below.

No other employees earned a salary over $100,000 in the last two completed fiscal years.

Name and Principal Position

Incentive Plan

Heather Kearns(1)

Kearns resigned from all officers positions with the Company effective November 19, 2019.

directors have not been paid any compensation for serving as Directors of the Company and there are no present plans or understandings

with respect to future compensation.

Equity Awards at Fiscal Year-End

Robert Nistico

William Meissner

Directors Compensation

Our directors have not been paid any compensation

for serving as Directors of the Company and there are no present plans or understandings with respect to future compensation.

Fees Earned or Paid in Cash ($)

Option(1) Awards

Number of Securities Underlying Unexercised Options (#) Exercisable

Number of Securities Underlying Unexercised Options (#) Unexercisable

Equity Incentive Plan Awards:

Number of Securities Underlying Unexercised Unearned Options (#)

Option Exercise Price ($)

Option Expiration Date

Number of Shares or Units of Stock That Have Not Vested (#)

Market Value of Shares or Units of Stock That Have Not Vested ($)

Equity Incentive Plan Awards:

Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)

Equity Incentive Plan Awards:

Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested

Matthias Lepo

Amy Joanne Atkinson

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

following table sets forth the beneficial ownership of our common stock as of March 27, 2020, by (i) each person or entity who

is known by us to own beneficially more than 5% of the outstanding shares of common stock, (ii) each of our Directors, (iii) each

of the Executive Officers named in the Summary Compensation Table, and (iv) all of our Officers and Directors as a Group.

otherwise listed, the address for each of our offices and directors is 4120 Boardman-Canfield Road, Canfield, OH 44406.

Non-Equity Incentive Plan Compensation

Nonqualified Deferred Compensation

All Other Compensation

Outstanding Equity Awards at Fiscal

Fees Earned or Paid in Cash ($)

Option(1) Awards

Non-Equity Incentive Plan Compensation

Nonqualified Deferred Compensation

All Other Compensation

Robert Nistico

William Meissner

Security Ownership

of Certain Beneficial Owners and Management and Related Stockholder Matters.

The following table

sets forth certain information with respect to the beneficial ownership of our common stock as of December 31, 2020, and as adjusted

to reflect the sale of common stock in this offering, for:

each of our current directors and executive

all of our current directors and executive

officers as a group;

each person, or group of affiliated persons,

who beneficially owned more than 5% of our common stock.

Except as indicated

by the footnotes below, we believe, based on information furnished to us, that the persons and entities named in the table below

have sole voting and sole investment power with respect to all shares of common stock that they beneficially owned, subject to

applicable community property laws.

Name and Address of Beneficial Owner

Ownership(1)(2)

Percent Owned

Heather Kerns(3)

All Officers and Directors as a group

Robert Nistico

Peter McDonough

5% or greater owners:

WesBev LLC(4)

James Sjoerdsma

* less than one percent.

This table is based

upon 11,813,200 shares of common stock issued and outstanding as of March 27, 2020.

Beneficial ownership

is determined in accordance with the rules of the Securities and Exchange Commission and includes voting and investment power

with respect to the shares.

Shares of Common Stock subject to options or warrants currently exercisable or exercisable within

60 days are deemed outstanding for computing the percentage of the person holding such options or warrants, but are not deemed

outstanding for computing the percentage of any other person.

Heather Kearns resigned

from all officer positions with the Company effective November 19, 2019.

WesBev LLC is controlled

by Justin Yorke.

The address for WesBev LLC is 4 Richland Place, Pasadena, CA 91103.

Certain Relationships and Related Transactions and Director Independence.

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.

On June 21, 2019, the Company entered into

a short-term loan with Michael West, an officer of the company for $276,550.

The Company made payments of $78,701 on this loan.

The loan has a one-year term from June 21, 2019, and is non-interest bearing.

As of December 31, 2019 and December 31, 2018 the

loan had a balance of $197,849 and $0, respectively

Principal Accounting Fees and Services.

establishment of an audit committee, the Board of Directors pre-approves all engagements for audit and non-audit services provided

by the Company's principal registered accounting firm, Pinnacle Accountancy Group of Utah, a dba of Heaton & Company, PLLC.

aggregate fees billed during the fiscal years ended December 31, 2019 and 2018 for professional services rendered by our principal

accounting firm, Pinnacle Accountancy Group of Utah (a DBA of Heaton & Co., PLLC), for the audit of the financial statements

included in Form 10-K, and for the review of the interim condensed financial statements included in Form 10-Q, were approximately

$34,600 and $34,500, respectively.

aggregate fees billed during the fiscal years ended December 31, 2019 and 2018 for audit related services rendered by our principal

accounting firm, Pinnacle Accountancy Group of Utah (a DBA of Heaton & Co., PLLC), were approximately $0 and $0, respectively.

Compliance/Preparation Fees

aggregate fees billed during the fiscal years ended December 31, 2019 and 2018 for professional services rendered by our principal

accounting firm, Pinnacle Accountancy Group of Utah, a dba of Heaton & Company, PLLC, for tax compliance, tax advice, and

tax planning were approximately $0 and $0, respectively.

Tax compliance services include the preparation of income tax returns

filed with the Internal Revenue Service.

Tax advice and planning services included assistance with implementation of tax planning

strategies and consultation on other tax matters.

aggregate fees billed during the fiscal years ended December 31, 2019 and 2018 for all other professional services rendered by

our principal accounting firm, Pinnacle Accountancy Group of Utah, a dba of Heaton & Company, were $0 and $0, respectively.

of Directors Pre-Approval Process, Policies and Procedures

principal auditors have performed their audit procedures in accordance with pre-approved policies and procedures established by

our Board of Directors.

Our principal auditors have informed our Board of Directors of the scope and nature of each service provided.

With respect to the provisions of services other than audit, review, or attest services, our principal accountants brought such

services to the attention of our Board of Directors prior to commencing such services.

Exhibits and Financial Statement Schedules.

following documents are filed as part of this Annual Report on Form 10-K:

See the Financial Statements starting on page 14.

Relationships and Related Transactions and Director Independence.

The following is a description of the

transactions and series of similar transactions, since January 1, 2020, that were a participant or will be a participant, in which:

transactions in which the amount involved exceeds the lesser

of $120,000 or one percent of the average of the smaller reporting company’s total assets at year-end for the last two

completed fiscal years;

any of our directors, executive officers, holders of more than

5% of our capital stock (which we refer to as “5% stockholders”) or any member of their immediate family had or

will have a direct or indirect material interest, other than compensation arrangements with directors and executive officers.

Accounting Fees and Services.

Audit related

Financial Statement Schedules.

The following documents are filed as part of this Annual Report

on Form 10-K:

See the Financial Statements starting on page F-1.

exhibits listed in the Exhibit Index, which appears immediately following the signature page and is incorporated herein by reference,

and filed as part of this Annual Report on Form 10-K.

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.

MEDICAL SUPPLY, INC.

March 27, 2020

John Mathias Lepo

and CEO (Principal Executive Officer), CFO (Principal Financial Officer, Principal Accounting Officer)

to the requirements of the Securities Act of 1934 this Annual Report on Form 10-K was signed by the following persons on behalf

of the Registrant and in the capacities and on the dates stated:

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.

SPLASH BEVERAGE GROUP, INC.

March 8, 2021

/s/ Robert Nistico

Robert Nistico

Chairman of the Board and Chief Executive Officer

(Principal Executive Officer)

Pursuant to the requirements

of the Securities Act of 1934 this Annual Report on Form 10-K was signed by the following persons on behalf of the Registrant

and in the capacities and on the dates stated:

Robert Nistico

Chief Executive Officer and Director

March 8, 2021

John Mathias Lepo

President, CEO, CFO, Director

(Principle Executive Officer)

Financial Officer, Treasurer, Secretary

March 8, 2021

John Mathias Lepo

(Principal Financial and Accounting Officer)

March 8, 2021

Amy Joanne Atkinson

Peter McDonough

March 8, 2021

Amy Joanne Atkinson

Agreement and Plan of Merger dated December 31, 2019 by and among Canfield Medical Supply, Inc., SBG Acquisition, Inc., and Splash Beverage Group, Inc.

(incorporated by reference to Exhibit 2.1 to the Registrant's Form 8-K dated January 6, 2020)

Articles of Incorporation (incorporated herein by reference to Exhibit 3.1 filed with Form S-1 filed with the SEC on July 12, 2012)

Bylaws (incorporated by reference herein to Exhibit 3.2 filed with Form S-1 filed with the SEC on July 12, 2012)

EXHIBIT INDEX

and Plan of Merger dated December 31, 2019 by and among Canfield Medical Supply, Inc., SBG Acquisition, Inc., and Splash

Beverage Group, Inc.

(incorporated by reference to Exhibit 2.1 to the Registrant’s Form 8-K dated January 7, 2020)

of Amendment No.

1 to the Agreement and Plan of Merger (incorporated by reference herein to Exhibit 10.1 filed with Form 8-K

filed with the SEC on October 7, 2020)

of Incorporation (incorporated by reference herein to Exhibit 3.1 filed with Form S-1 filed with the SEC on July 12, 2012)

(incorporated by reference herein to Exhibit 3.2 filed with Form S-1 filed with the SEC on July 12, 2012)

Certificate of Amendment of Articles of Incorporation of Canfield Medical Supply, Inc.

Description of Registrant’s securities registered pursuant to Section 12 of the Securities Exchange Act of 1934 (filed herewith).

Medical Supply, Inc.

2020 Long-Term Incentive Compensation Plan (incorporated by reference herein to the Schedule 14C Information

Statement filed on June 8, 2020)

of Replacement Promissory Note (incorporated by reference herein to Exhibit 2.1 filed with Form 8-K filed with the SEC on

April 6, 2020)

of Subscription Agreement (incorporated by reference herein to Exhibit 10.1 filed with Form 8-K filed with the SEC on August

of Promissory Note Conversion Agreement (incorporated by reference herein to Exhibit 10.2 filed with Form 8-K filed with the

SEC on April 6, 2020)

of Preferred Stock Conversion Agreement (incorporated by reference herein to Exhibit 10.3 filed with Form 8-K filed with the

SEC on April 6, 2020)

of SBG Warrant (incorporated by reference herein to Exhibit 10.4 filed with Form 8-K filed with the SEC on April 6, 2020)

of New Warrant (incorporated by reference herein to Exhibit 10.5 filed with Form 8-K filed with the SEC on April 6, 2020)

of Warrant (incorporated by reference herein to Exhibit 10.2 filed with Form 8-K filed with the SEC on August 18, 2020)

of Amendment No.

1 the Promissory Note Conversion Agreement (incorporated by reference herein to Exhibit 10.2 filed with Form

8-K filed with the SEC on October 7, 2020)

of Amendment No.

1 to the Preferred Stock Conversion Agreement (incorporated by reference herein to Exhibit 10.3

filed with Form 8-K filed with the SEC on October 7, 2020)

Loan and Security Agreement dated (incorporated by reference herein to Exhibit 10.1 filed with Form 8-K filed with the SEC

on December 31, 2020)

Purchase Agreement dated (incorporated by reference herein to Exhibit 10.2 filed with Form 8-K filed with the SEC on December

Promissory Note dated (incorporated by reference herein to Exhibit 10.3 filed with Form 8-K filed with the SEC on December

Agreement Regarding Other Accounts Payable dated (incorporated by reference herein to Exhibit 10.4 filed with Form 8-K filed

with the SEC on December 31, 2020)

Employment Agreement dated (incorporated by reference herein to Exhibit 10.5 filed with Form 8-K filed with the SEC on December

Non-Competition,

Non-Solicitation and Confidential Information Agreement (incorporated by reference herein to Exhibit 10.6 filed with Form

8-K filed with the SEC on December 31, 2020)

of Subscription Agreement (incorporated by reference herein to Exhibit 10.1 filed with Form 8-K filed with the SEC on January

of Warrant (incorporated by reference herein to Exhibit 10.2 filed with Form 8-K filed with the SEC on January 21, 2021)

of Subscription Agreement (incorporated by reference herein to Exhibit 10.1 filed with Form 8-K filed with the SEC on February

of Warrant (incorporated by reference herein to Exhibit 10.2 filed with Form 8-K filed with the SEC on February 2, 2021)

Consent of Independent Registered Public Accounting Firm

Certification by CEO (filed herewith electronically)

4 unchanged sentences

Section 1350 as adopted, pursuant to Section 906 of Sarbanes-Oxley Act of 2002 (filed herewith electronically)

Instance Document (filed herewith)

Taxonomy Extension Schema (filed herewith)

Taxonomy Extension Calculation Linkbase (filed herewith)

Taxonomy Extension Label Linkbase (filed herewith)

Taxonomy Extension Presentation Linkbase (filed herewith)

Taxonomy Definition Linkbase (filed herewith)

Interactive Data File (embedded within the Inline XBRL document filed as Exhibit 101)

data files are furnished but not filed for purposes of Sections 11 and 12 of the Securities Act of 1933, as amended, and Section

18 of the Securities Exchange Act of 1934, as amended.

XBRL Instance Document (filed herewith)

XBRL Taxonomy Extension Schema (filed herewith)

XBRL Taxonomy Extension Calculation Linkbase (filed herewith)

XBRL Taxonomy Extension Label Linkbase (filed herewith)

XBRL Taxonomy Extension Presentation Linkbase (filed herewith)

XBRL Taxonomy Definition Linkbase (filed herewith)

Page Interactive Data File (embedded within the Inline XBRL document filed as Exhibit 101)

* Interactive data files

are furnished but not filed for purposes of Sections 11 and 12 of the Securities Act

of 1933, as amended, and Section 18 of the Securities Exchange Act of 1934, as amended.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures