Endovia Health Sciences, Inc. 10-K

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. The Company’s Common Stock is quoted on the OTCQB under the symbol “SBEV”. Aggregate Number of Holders of Common Stock As of March 5, 2021, there were 76,093,546 shares of Common Stock issued and outstanding. As of March 5, 2020, there were approximately 310 holders of record of our Common Stock. Dividends We have not declared any cash dividends on our common stock since inception and do not anticipate paying such dividends in the foreseeable future. We plan to retain any future earnings for use in our business operations. Any decisions as to future payment of cash dividends will depend on our earnings and financial position and such other factors as the Board of Directors deems relevant. Securities Authorized for Issuance under Equity Compensation Plans None. Equity Compensation Plan Information The following table gives information as of December 31, 2020, the end of the most recently completed fiscal year, about shares of common stock that may be issued under our Splash Beverage Group, Inc. 2020 Incentive Plan, our 2012 Equity Plan (which was terminated but has quantity number of shares on granted awards which remain outstanding in accordance with their existing terms). Under the 2012 Incentive Plan we still have 1,124,410 options still outstanding as of December 31, 2020. See Note 7. Plan Category No. of Shares to be Issued Upon Exercise or Vesting of Outstanding Stock Options and Warrants Weighted Average Exercise Price of Outstanding Stock Options and Warrants Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Equity compensation plan approved by board of directors 2,634,500 4.6 4,304,898 Total 2,634,500 4.6 4,304,898 Purchases of Equity Securities by the Issuer. There were no repurchase of our common stock during the year ended December 31, 2020. Item 6. Selected Financial Data. This item is not required for Smaller Reporting Companies. Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. Cautionary Statement Regarding Forward-Looking Statements The information in this discussion may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements involve risks and uncertainties, including statements regarding our capital needs, business strategy and expectations. Any statements that are not of historical fact may be deemed to be forward-looking statements. These forward-looking statements involve substantial risks and uncertainties. In some cases you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expect,” “plan,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” or “continue”, the negative of the terms or other comparable terminology. Actual events or results may differ materially from the anticipated results or other expectations expressed in the forward-looking statements. In evaluating these statements, you should consider various factors, including the risks included from time to time in other reports or registration statements filed with the United States Securities and Exchange Commission. These factors may cause our actual results to differ materially from any forward-looking statements. We disclaim any obligation to publicly update these statements or disclose any difference between actual results and those reflected in these statements. 24 Unless the context otherwise requires, references in this Form 10-K to “we,” “us,” “our,” or the “Company” refer to Splash Beverage Group, Inc. The following discussion and analysis should be read in conjunction with the Audited Consolidated Financial Statements and Notes to Audited Consolidated Financial Statements filed herewith. Business Overview Splash Beverage Group (“SBG”), f/k/a Canfield Medical Supply, Inc. (the “CMS”), was incorporated in the State of Ohio on September 3, 1992, and changed domicile to Colorado on April 18, 2012. CMS is 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. On December 31, 2019, CMS entered into an Agreement and Plan of Merger (the “Merger Agreement”) with SBG Acquisition Inc. (“Merger Sub”), a Nevada Corporation wholly-owned by CMS, and Splash Beverage Group, Inc. a Nevada corporation (“Splash”) pursuant to which Merger Sub merged with and into Splash (the “Merger”) with Splash as the surviving company and a wholly-owned subsidiary of CMS. The Merger was consummated on March 31, 2020. As the owners and management of Splash have 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. Splash specializes in the manufacturing, distribution, and sales & marketing of various beverages across multiple channels. Splash operates in both the non-alcoholic and alcoholic beverage segments. Additionally, Splash operates its own vertically integrated B-to-B and B-to-C e-commerce distribution platform called Qplash, further expanding its distribution abilities and visibility. In July 2020, we filed a Certificate of Amendment of Articles of Incorporation to change our name to Splash Beverage Group Inc. On July 31, 2020, we received approval from FINRA regarding our name change. On December 24, 2020, we entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Copa di Vino Corporation an Oregon company for a purchase price of $5,980,000. Results of Operations for the Year Ended December 31, 2020 compared to Year Ended December 31, 2019. Revenue Revenues for the year ended December 31, 2020 were $2,975,939 compared to revenues of $20,387 for the year ended December 31, 2019. The $2,955,552 increase in sales was due to Salt Tequila $240,786, Qplash – our vertically integrated B2B and B2C e-commerce distribution platform which sells their products on Amazon and Shopify $1,957,797 Canfield’s medical device business $675,213 and Copa di Vino business $101,544. Cost of goods sold for year ended December 31, 2020 were $2,521,816 compared to cost of goods sold for the year ended December 31, 2019 of $245,500. The $2,006,816 increase in cost of goods sold for the year ended December 31, 2020 was primarily due to our increased sales, and as our sales increased, our cost of sales for those sales correspondingly increased. 25 Operating Expenses Operating expenses for the year ended December 31, 2020 were $18,025,359 compared to $4,261,946 for the year ended December 31, 2019. The $23,212,265 increase in our operating expenses was primarily a result of recording expenses relating to warrants and share-based compensation for shares issued in exchange for services. The net loss for the year ended December 31, 2020 was $28,674,556 as compared to a net loss of $ $5,135,731 for the year ended December 31, 2019. The increase in net loss is due to our increase in operating expenses slightly offset by our increase in revenues. Other Income/(Expense) Other expense for the year ended December 31, 2020 were $1,926,467 compared to $648,672 for the year ended December 31, 2019. The $1,276,795 increase in our interest expenses was primarily a result of recording a finance charge of $1,236,254 associated with warrants issued to one of our note holders. LIQUIDITY AND CAPITAL RESOURCES Liquidity is the ability of a company to generate funds to support its current and future operations, satisfy its obligations, and otherwise operate on an ongoing basis. Significant factors in the management of liquidity are funds generated by operations, levels of accounts receivable and accounts payable and capital expenditures. As of December 31, 2020, we had total cash and cash equivalents of $380,000, as compared with $42,639 at December 31, 2019. The increase was primarily due to issuances of notes payable and subscription agreements offset by expenses relating to the operating the business. Net cash used for continuing operating activities during the year ended December 31, 2020 was $21,316,556 as compared to the net cash used by continuing operating activities for the year ended December 31, 2019 of $2,658,328. The primary reasons for the change in net cash used was due to losses sustained and increases for stock-based compensation, offset by other non-cash expenses. Net cash used for discontinued operating activities during the year ended December 31, 2020, was $9,794. Net cash used for continuing investing activities during the year ended December 31, 2020 was $768,624 as compared to the net cash used by continuing investing activities for the year ended December 31, 2019 of $12,552. The net cash used in the year 2020 was primarily due to the $250,000 payment made to SALT Tequila USA and $500,000 of cash paid relating to the Copa di Vino acquisition offset by $72,422 of cash obtained in the acquisition of Canfield Medical Supply, Inc. Net cash used for discontinued investing activities was $11,628. Net cash provided by financing activities during the year ended December 31, 2020 was $22,494,984 compared to $1,775,479 provided from financing activities for the year ended December 31, 2019. During the year ended December 31, 2020, we received $20,182,503 from investors and related parties and we issued $2,439,472 of debt used for the Copa di Vino acquisition offset by $46.3k is repayments to shareholder advances and $80.7K. of the right of use liability. Item 7A. Quantitative and Qualitative Disclosures about Market Risk. Not applicable for smaller reporting companies. 26