What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2022-03-31 compared with 2021-03-08 · 28 added, 161 removed, 3 unchanged (98% of the section changed)

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

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.

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

Market for Registrant’s Common Equity,

Related Stockholder Matters and Issuer Purchases of Equity Securities.

The Company’s Common Stock and tradeable warrants are quoted on the

NYSE American under the symbol “SBEV” and “SBEV WS”.

Aggregate Number of Holders of Common Stock

As of March 31, 2022, there were 33,586,234 shares of Common Stock issued

and outstanding.

As of March 31, 2022, there were approximately 290 holders of record of our Common Stock.

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

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.

The following table gives information as of December

31, 2021, the end of the most recently completed fiscal year, about shares of common stock that have been issued under our Splash Beverage

2020 Incentive Plan.

Under the 2012 Incentive Plan we still have 1,124,410 options still outstanding as of December 31, 2021.

Plan Category

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

of Shares to be Issued Upon Exercise or Vesting of Outstanding Stock Options

Weighted Average Exercise Price of Outstanding Stock Options

Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities

Equity compensation plan approved by board of directors

Purchases of Equity Securities by the

were no repurchase of our common stock during the year ended December 31, 2020.

Financial Data.

This item is not required for Smaller

Reporting Companies.

Management’s

Discussion and Analysis of Financial Condition and Results of Operations.

Cautionary Statement Regarding Forward-Looking

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.

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

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.

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

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.

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.

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

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.

and Qualitative Disclosures about Market Risk.

Not applicable for smaller reporting companies.

Purchases of Equity Securities by the Issuer.

There were no repurchase of our common stock during

the year ended December 31, 2021.

Selected Financial Data.

This item is not required for Smaller Reporting Companies.

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 5. Market for Registrant’s Common Equity