What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2022-03-31 compared with 2021-03-08 · 316 added, 284 removed, 15 unchanged (98% of the section changed)

Medical Supply, Inc.

(“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.

Company Overview

Splash is a portfolio company

managing multiple brands across several growth segments within the consumer beverage industry.

Splash has built organizational capabilities

and an infrastructure enabling it to incubate and/or acquire brands with the intention of efficiently accelerating them to higher volumes.

We have proven capabilities in building consumer franchises and marketing and distributing multiple brands of beverages within the non-alcoholic

and alcoholic segments.

Manufacturing is typically outsourced to third party co-packers and distillers, or in select cases for a brand

such as Copa Di Vino wines, performed within our own facility in Oregon.

We believe the distribution landscape

in the beverage industry is changing rapidly as tech-enabled e-commerce business models are thriving.

Direct to consumer, office or home

solutions are projected to continue to gain traction in the future.

To address this opportunity Splash continues to shape its operating

model to be vertically integrated building a proprietary e-commerce platform, Qplash, which allows us to purchase local and regional brands

for developing a direct line of sales at retail stores.

Splash Beverage Group II, Inc.

Splash’s wholly owned subsidiary, was originally incorporated in the State of Nevada under the name TapouT Beverages, Inc.

purpose of acquiring the rights under a license agreement with TapouT, LLC (Authentic Brands Group ) for the right to use the TapouT Performance

brand in connection with manufacturing and selling certain beverages.

In 2014, Robert Nistico was hired as Chief Executive Officer and

the Company’s 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 alcoholic 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.

and served as General Manager, VP of Field Marketing and Sr.

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.

Under his leadership, revenues grew from $0 revenue to over $1.6 billion annually.

Nistico began his career with the

Gallo Winery, quickly ascending within that system between winery and senior positions in distribution with Premier Beverage and RNDC

Nistico has assembled a team

of experienced beverage industry professionals including SBG’s President & CMO, Bill Meissner, the former CEO and/or President

of brands such as Sparkling Ice, Fuse and Jones Soda with the goal of replicating the business model of companies like Diageo of owning

certain brands and managing others where there are synergies from 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:

strategic advantage of “brand incubation” with its own ecommerce platform.

Splash has license rights to the

TapouT Performance brand globally and has a joint venture with SALT Naturally Flavored Tequila, and Copa Di Vino wines & Pulpoloco sangrias, SBG’s

first acquisition.

Nistico and Company leadership understand the importance of infusing beverage brands with strong pop culture and

lifestyle elements which drives trial, belief and, most importantly, repeat purchases.

Our strategy is to combine the

traditional approach of manufacturing, distributing, and marketing of beverages, with brands that have a reasonable level of pre-existing

brand awareness and market presence, or have attributes that we believe to be purely innovative.

We believe this allows us to break through

the clutter of numerous brand introductions and dilute risk.

This philosophy is applied regardless of whether the brand is 100% owned

by us 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

1 unchanged sentence

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.

to an underdeveloped and/or growing category capitalizing on consumer trends

Innovation to an existing attractive category (such as flavored tequila)

We believe this 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.

This platform allows us to significantly reduce development expense while simultaneously increasing efficiencies for all

brands in our portfolio.

Most new single beverage brands

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

Our management

team has over 120 years of combined experience in the beverage industry, including decades of successful brand introductions by our

management team (Gallo, Red Bull, Bacardi, Diageo, Sparkling Ice, Jones Soda, FUZE Beverage, NOS Energy, SoBe Beverages, Muscle Milk,

Marley Beverages), we believe our ability to break through the distribution and retail bottlenecks makes us an attractive joint venture

partner to many new brand owners.

Our preference is to own and control

all aspects of any given brand.

However, we have also been flexible to engage in business ventures structured with a revenue split, a

marketing spend commitment from the brand founder and an earned equity position that constitutes control.

We have proven that many partners

are happy to award Splash 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.

The benefit to Splash in these

shared brand ownerships is the ability to avoid the development costs for new products.

This model spreads our risk over several brands,

contributes to our economies of scale, and improves our relationship with distributors because we can provide them with a broader line

of beverage products.

Since our inception, we have seen

consistent deal flow, having been approached by over 20 brands.

We only engage with brands that fit comfortably within the guidelines

noted above and which provide efficiencies or synergies within the beverage categories and retail channels we participate in.

We also believe the distribution

landscape in the beverage category is changing rapidly.

Tech-enabled business models are thriving and direct to consumer, office or home

solutions are projected to continue to gain traction as beverage alcohol regulations evolve.

A core strategy for us is to build onto the

early success we’re seeing with the Qplash online platform, our consumer-packaged goods retail division and our first entry point

into the growing e-commerce channel.

We currently produce,

distribute and market SALT Naturally Flavored Tequila (“SALT”), a 100% agave 80 proof line of flavored tequilas, “TapouT

Performance,” a hydration and recovery isotonic sport drink, Copa Di Vino single serve wine by the glass and import Pulpoloco Sangria

in 3 flavors.

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:

We produce, distribute, and market

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

Citrus flavor

Chocolate flavor

SALT Tequila is the

We believe that SALT 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:

Vodka, rum, and brown spirits have experienced significant growth when flavors are

introduced, and we expect this growth of flavors to continue, as the tequila category continues to rapidly expand.

SALT is currently being distributed

by Republic National Distribution Co., Youngs Market, various Anheuser-Busch & Miller-Coors distributorships, and Major Brands Distribution

Company, a wine and spirits distributor in the Mid-West to chains such as Walmart and Total Wine (which is the largest private wine

and spirits chain in the U.S.), and others in multiple U.S.

Additionally, SALT is for sale in Mexico.

Several South American countries

are expected to launch SALT during spring 2022.

SALT is a business venture between

our Company and SALT USA, LLC.

All aspects of manufacturing, logistics, distribution and marketing are our responsibility.

TapouT Performance Isotonic Sports Drinks

We will produce, market, sell

and distribute the following sports beverages under the brand name TapouT:

TapouT Performance:

Flavors completed

Cherry Lemonade

Some Sugar / 120 Calories

In Production

Zero Sugar / 10 Calories

In Production

TapouT Elite:

In development for 2022

Under consideration 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.

Under consideration for 2022

TapouT Performance Mango Flavor:

Under consideration for 2022

TapouT Performance is a unique

advanced performance beverage containing ingredients known for recuperative and cell regeneration which promotes better absorption of

nutrients, increase hydration and cellular recovery.

It is exclusively formulated with GRAS (FDA Designation “Generally Regarded

As Safe”) ingredients versus controversial ingredients often 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 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 has been producing branded clothing and light equipment for over 23 years and has a high level of aided

and unaided brand awareness.

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.

We have the rights under a License

Agreement with ABG TapouT (the “License Agreement”) to produce, market, sell and distribute TapouT sports beverages globally.

The beverages covered by the License Agreement include sports drinks, energy drinks, energy shots, electrolyte chews, energy bars, water,

protein, and teas.

We pay a 6% royalty of net sales

or a guaranteed minimum annual royalty of $653,000, whichever is greater.

The License Agreement will expire on December 31, 2028 at which

time will be reviewed and renegotiated if necessary.

We have the right to use the TapouT

brand to market, advertise and promote for sale our TapouT beverages and branded products.

As part of the alliance, Splash commits to

investing 2% of sales in marketing the TapouT Performance Brand.

TapouT provides marketing collateral for advertising and promotion and

has influential relationships with select celebrity and athletic talent.

TapouT agrees to use reasonable efforts to request its retained

celebrities and/or athletes be present at autograph signings, tradeshows and other similar events.

Copa di Vino Wine Group, Inc.

and Related Financing

On December 24, 2020, the Company

entered into a Revenue Loan and Security Agreement (the “Loan and Security Agreement”) by and among the Company, Robert Nistico,

additional Guarantor and each of the subsidiary guarantors from time-to-time party thereto (each a “Guarantor”, and, collectively,

the “Guarantors”), and Decathlon Alpha IV, L.P.

(the “Lender”).

The Loan and Security Agreement provided for a

revenue-based credit facility of $1,578,237 (the “Gross Amount”) with the Lender (the “Credit Facility”).

The Credit Facility matures on

the earliest of (a) August 15, 2025, (b) immediately prior to a change in control of the Company, or (c) acceleration of the obligations,

such as upon the occurrence of any event of default under the Loan and Security Agreement.

If the Credit Facility is paid off after 6

months, the Company will pay interest at a rate starting at 0.5 times the amount advanced under the Credit Facility and up to 1.00 times

the amount advanced if the Credit Facility is paid off after more than 24 months have elapsed from the effective date.

The Credit Facility

requires monthly payments, commencing on February 15, 2021, equal to the product of all revenue for the immediately preceding month and

applicable revenue percentage, which is 3.75% in 2021 and 2022, 4.0% in 2023 and 2024.

If the annual revenue is not equal to at least

80% of projected revenue, the applicable revenue percentage for all subsequent payments will automatically increase by 0.50%, without

notice from the lender.

Pursuant to the Loan and Security Agreement dated December 24, 2020, the Company instructed the Lender to pay

$1,500,000 of the Gross Amount under the Credit Facility towards the purchase price in connection with the Company’s purchase of

certain assets of Copa di Vino Corporation (“CdV”) and the balance of the Gross Amount was used for to pay off a line of credit

for one of the Company’s other subsidiaries in order to make the Lender the first-in-line creditor.

Pursuant to the Loan and Security

Agreement, the Company granted the Lender a security interest in all of its assets as listed therein.

Borrowings under the Credit Facility

are subject to, among other things, a minimum borrowing/collateral base and pursuant to which the Company granted the Lender a security

interest in its assets (as set forth and subject to the Loan and Security Agreement) as collateral under the Credit Facility.

the Credit Facility requires the Company to, among other things (i) make representations and warranties regarding the collateral as well

the Company’s business and operations, (ii) agree to certain indemnification obligations and (iii) agree to comply with various

affirmative and negative covenants.

Copa di Vino is the leading producer

of premium wine by the glass in the United States.

Founder 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 Columbia River Gorge.

passion for wine led to Copa di Vino – wine in a glass – a ready to drink wine glass that could go anywhere without the need

for a bottle, corkscrew or glass.

Copa di Vino Wine Group, Inc.

Copa Di Vino is the leading producer

of premium wine by the glass in the United States.

Through our acquisition of Copa

di Vino Corporation, we are now able to offer seven varietals of wine:

Pinot Grigio, Riesling, Merlot, Chardonnay, White Zinfandel, Moscato,

and Cabernet Sauvignon.

In addition to its wine varietals, Copa di Vino also procures Pulpoloco, a sangria which is encased in a 100%

biodegradable can made from paper, from Spain.

The exclusive rights to this packaging we conveyed to SBG as a result of the acquisition.

On December 24, 2020, we entered

into an Asset Purchase Agreement with CdV, pursuant to which the Company purchased certain assets and assumed certain liabilities that

comprise the CdV business for a total purchase price of $5,980,000, payable in the combination of $2,000,000 in cash, a $2,000,000 convertible

promissory note to CdV and a variable number of shares of the Company’s common stock based on a attainment of revenue hurdles.

“Qplash” is our consumer-packaged

goods retail division and our first entry point into the growing e-commerce channel.

The division sells beverages and groceries online

through www.qplash.com , and third-party storefronts such as Amazon.com and Walmart.com.

Inside of the division, there are

two primary customer groups:

business to business retail businesses, which in turn offer the products to their customers, and business

to customer, selling direct to end users.

Qplash sells to retailers through www.qplash.com .

These retailers, generally in the high-end apparel space, buy beverages from Qplash and provide them to their customers in store to enhance

their shopping experience.

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

allows businesses to control inventory, order with payment terms, and offers 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 and convenient transactional process, and a

wide selection of products.

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

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

as customers are comfortable navigating and checking out through their website.

Currently we offer over

350 listings and have warehouses that ship from both California and Pennsylvania.

Our objective is to offer 1,500 items by the fall of

Additionally, this vertically

integrated platform affords us a unique opportunity to incubate, accelerate and ultimately migrate brands to traditional distribution.

Legacy Business - Canfield Medical Supply, Inc.

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

(“CMS”) 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.

is a legacy segment of the business and in December 2020, management announced our plan to discontinue CMS and will execute the business

transfer agreement in the second Quarter of 2022.

Our Competitive Strengths

We believe the following competitive strengths

contribute to Company’s success and differentiate us from our competitors:

An established distribution network through global sales channels;

A hybrid distribution model that leverages multiple routes to market, including national chains, independent local markets and regional chains, and specialty food and C-Stores

Long-term relationships with retailers and the establishment of chains;

Premium customer service;

Dynamic and sustainable product offerings of natural quality and freshness with health benefits;

A highly experienced management team;

Strategically selected, dedicated sales professionals;

Qplash, our e-commerce platform, which provides us instant coast to coast coverage and our own fully integrated distribution platform for all of our beverage categories;

Ability to execute and distribute across many geographies, on behalf of our licensed brand portfolio;

Strong brand awareness through partnerships and acquisitions of brands with pre-existing brand awareness or viewed as truly innovative;

Celebrity and professional athlete endorsement of our brands.

Manufacturing and Co-packing

We are responsible for the manufacturing

of the TapouT Performance and SALT.

Although we are responsible for

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

third party bottlers and contract packers.

Our TapouT Performance and Salt

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.

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 is bottled at

our manufacturing facility in The Dalles, Oregon.

Pulpoloco is imported from Spain.

We operate within what is referred

to as a “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.

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 us 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.

Most notably, SBG executed a distribution agreement with AB-InBev, for distribution with their owned

operations, AB ONE.

This provides SBG very effective distribution capabilities.

have 21 full-time employees, including non-officer employees and our executive officers.

of our employees are represented by a labor union.

We have not experienced any work stoppages and consider our relations with our

employees to be good.

Listing on the NYSE American

Our common stock and warrants

are listed on the NYSE American exchange under the ticker symbols “SBEV” and “SBEV WS,” respectively.

Corporate Information

was originally 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) for the right to use the TapouT brand in connection with manufacturing

and selling certain beverages.

Splash executed a reverse merger with a fully reporting,

public entity called Canfield Medical Supply, Inc.

and became a wholly-owned subsidiary of Canfield Medical Supply Inc.

At the time of

the merger Canfield state of incorporation was Colorado.

At the time of the merger Canfield’s common stock was quoted on the

On July 31, 20221, we changed our name from Canfield

Medical Supply, Inc.

to Splash Beverage Group, Inc.

On June 11, 2021, our common stock and warrants to

purchase common stock began trading on the NYSE American under the symbols “SBEV” and SBEV WS,” respectively

On November 8, 2021, we changed

our state of incorporation from Colorado to Nevada.

Our principal offices are located

Las Olas Blvd, Suite 221, Fort Lauderdale, Florida 33301.

Our main telephone number is (954) 745-5815.

Our website address

is www.splashbeveragegroup.com .

We have not incorporated by reference into this Annual Report on Form 10-K the information

that can be assessed through our website and you should not consider it to be part of this Annual Report on Form 10-K.

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 1. Business