What changed in this filing

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Item 9A. Controls and Procedures

2022-03-31 compared with 2021-03-08 · 482 added, 305 removed, 60 unchanged (93% of the section changed)

Controls and Procedures.

(1) Evaluation

of Disclosure Controls and Procedures

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.

(1) Evaluation of Disclosure Controls and Procedures

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, 2021.

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 to U.S.

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

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

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.

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

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 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

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, 2021.

(3) Changes in Internal Control over Financial

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.

Executive Officers and Corporate Governance.

The following table sets forth our executive

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

Directors, 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

Chief Executive Officer and Director

Fatima Dhalla

Interim Chief Financial Officer

William Meissner

President, Chief Marketing 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.

Candace Crawford

Directors are elected annually

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

elected annually by the Board of Directors (the “Board”) and serve at the discretion of the Board.

Robert Nistico, age 57, on March

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

31, 2020 became the Chief Executive Officer and a member of the Board 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 has served as the Chief

Executive Officer and a member of the Board of Splash Beverage Group, Inc., prior to the Company’s acquisition by CMS.

also served as the president of Viva Beverages, LLC from 2009 to 2011.

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.

where he worked from 1996 to 2007 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).

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

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

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.

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.

Fatima Dhalla, 67, has served as the Company’s Interim Chief Financial Officer Since February 2022.

Dhalla has provided consulting

services to clients on the Sarbanes-Oxley Act of 2002, system implementation and financial reporting since 2017.

From 2015 to 2017, Ms.

Dhalla served as the Chief Financial Officer of Maverick Brands, LLC, a beverage company producing and selling coconut water.

is educated in the United Kingdom as a fellow of the Chartered Association of Certified Accountants in 1987.

William Meissner, 55, became the

President and Chief Marketing Officer of the Company in May of 2020.

Meissner is a proven leader with more than twenty years of success

in growing consumer brand companies with both large multinational and medium sized entrepreneurial organizations.

Meissner has held several

other leadership and board director roles.

Prior to Splash Meissner was a board director and CEO in a beverage vertical organized by a

mid-cap PE firm designed to acquire and build emerging brands, where he acquired two legacy tea brands from Nestle, Sweet Leaf Tea and

Tradewinds Tea.

Meissner served as CEO and Board Director or Genesis Today, Inc.

a plant based superfood and supplement company, CEO and

Board Director of a joint venture between Distant Lands Coffee Inc.

and Caffitaly Systems s.p.a called Tazza Pronto Inc., CEO and Board

Director of Jones Soda Inc., President of Talking Rain Beverages, Inc., Chief Marketing Officer of Coca-Cola’s Fuze Beverages, Brand

Director of PepsiCo’s SoBe Beverages and Category Manager of Nutritional Beverages for Tetra Pak Inc.

Meissner has an MBA from the

University of Pittsburgh’s Katz Graduate School of Business and a Bachelor’s degree from Michigan State University.

is married with three children and enjoys mountain bike riding, golf and volunteering.

Justin Yorke, age 55, became

a member of the Board of the Company on March 31, 2020.

Since March 31, 2020, Mr.

Yorke has also served as the Company’s

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.

Based in Hong Kong for over 10 years, he managed funds for a

private Swiss Bank, Darier Henstch from 1997 to 2000.

Prior to that, from 1995 to 1997, Mr.

Yorke managed funds for Peregrine

Investments and from 1990 to 1995 Unifund, Asia, Ltd, Hong Kong, a high net-worth family office headquartered Geneva, Switzerland.

From 2000 to 2004, he was a partner at Asiatic Investment Management, based in San Francisco.

Since 2004, Mr.

Yorke has been a

partner in San Gabriel Advisors, LLC and Arroyo Capital Management, LLC and is the manager of the San Gabriel Fund, JMW Fund and

Richland Fund.

The funds are highly diversified in focus with investment holdings, public, private equity and debt investments and

real estate investments.

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.

degree from UCLA.

Yorke is the principal of WesBev LLC, which prior to the merger between

CMS and our Company was the majority shareholder of the Company.

He also is an acting director and audit committee chair of Processa

Pharmaceuticals, (ticker:

Yorke served as non-executive Chairman of Jed Oil and a

Director/CEO at JMG Exploration.

McDonough, age 63, has

served as an independent director of the Company since October 5, 2020 and previously served as a member of the Board of Splash Beverage

prior to the Company’s acquisition by CMS.

McDonough brings more than 30 years of executive leadership experience

from an array of global industry leading consumer goods companies.

Most recently, Mr.

McDonough was Chief Executive Officer of Trait Biosciences,

(2019-2022) after serving as an independent management consultant (2016-2018).

Earlier , Mr.

McDonough served as President, Chief

Marketing and Innovation Officer for Diageo North America (2006-2015).

Prior to joining Diageo, Mr.

McDonough was Vice President, European

Marketing at The Procter & Gamble Company (2004-2006), 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 .

McDonough was a member of the graduate 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 brands like Mach3 Turbo and Venus Razors.

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 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.

from Cornell University and a Master of Business Administration from the

Wharton School of Business.

He is also an independent director on the Board of Franklin BSP Realty Trust (NYSE :

Candace Crawford, age 66, has

served as an independent director since May 24, 2021.

Crawford is a highly accomplished senior executive and entrepreneur with more

than 30 years of success across the food and beverage, consumer products, manufacturing, retail, and commercial real estate industries.

Her broad areas of expertise include strategic planning, growth and growing businesses, financial acumen, P&L, operations, and governance.

Since 2017, Ms.

Crawford has served as an adviser and board member to various companies.

Crawford has sat on the board of Vive Organic

since February 2019 and the board of Skin Te since June 2018.

She served as the CEO of Coco Libre from 2015 to 2017.

Under her management,

she was able to expand distribution, grow product innovation and build awareness of the flagship coconut water brand Coco Libre.

to this, she was the Chief Operating Officer and Chief Financial Officer at Zico Beverages LLC from 2009 to 2013.

Before making her debut

in the beverage world, Candace was the Chief Financial Officer for five different companies including Metropolitan Theaters;

Virgin Entertainment

Resort Theaters of America;

and Ancora Capital.

Crawford holds a Bachelor of Science in Business from the University of

Southern California and is a Certified Public Accountant.

Family Relationships

of the 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.

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.

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

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

agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he

was a general partner at or within two years before the time of such filing, or any corporation or business association of which

he was an executive officer at or within two years before the time of such filing;

Such person was convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations

and other minor offenses);

Such person was the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of

competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities:

Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker,

leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person

of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person,

director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing

any conduct or practice in connection with such activity;

Engaging in any type of business practice;

Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation

of federal or state securities laws or Federal commodities laws;

Such person was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal

or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity

described in paragraph (f)(3)(i) of this section, or to be associated with persons engaged in any such activity;

Such person was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any federal

or state securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed,

There are no family relationships among and between

the issuer’s directors, officers, persons nominated or chosen by the issuer to become directors or officers, or beneficial owners

of more than ten percent of any class of the issuer’s equity securities.

Section 16(a) Beneficial Ownership Reporting Compliance

16(a) of the Exchange Act requires our directors and officers, and the persons who beneficially own more than 10% of our Common Stock,

to file reports of ownership and changes in ownership with the SEC.

Copies of all filed reports are required to be furnished to us

pursuant to Rule 16a-3 promulgated under the Exchange Act.

Based solely on the reports received by us and on the representations

of the reporting persons, we believe that these persons have complied with all applicable filing requirements during the year ended December

Section 16(a) Reports

solely on the reports received by us and on the representations of the reporting persons, we believe that these persons have complied

with all applicable filing requirements during the year ended December 31, 2021, with the exception of warrants to purchase common stock

granted to Robert Nistico, Justin Yorke, Peter McDonough, and Candace Crawford on September 30, 2021 with an exercise price of $2.60 per

The foregoing grants will be reported pursuant to Section 16 immediately following the filing of this Annual Report on Form 10-K.

Committees of the Board

Audit Committee

separately designated an Audit Committee.

The Audit Committee is responsible for, among other things, the appointment, compensation,

removal and oversight of the work of the Company’s independent registered public accounting firm, overseeing the accounting and

financial reporting process of the Company, and reviewing related person transactions.

Our Audit Committee is comprised of Peter McDonough

and Candace Crawford.

Under NYSE listing standards and applicable SEC rules, all the directors on the audit committee must be independent.

Also, as a smaller reporting company, we are only required to maintain an audit committee of two independent directors.

Our Board has

determined that Peter McDonough and Candace Crawford are independent under NYSE listing standards and applicable SEC rules.

Candace Crawford

is the Chairperson of the audit committee.

Each member of the audit committee is financially literate and our Board has determined that

Candace Crawford qualifies as an “audit committee financial expert” as defined in applicable SEC rules.

The Audit Committee

operates under a written charter adopted by the Board of Directors, which can be found in on our website at www.splashbeveragegroup.com.

During 2021, the Audit Committee held four meetings in person or through conference calls.

and Management Resources Committee

We have established a Compensation

and Management Resources Committee of our Board of Directors.

The purpose of the Compensation and Management Resources Committee is to

assist the Board in discharging its responsibilities relating to executive compensation, succession planning for the Company’s executive

team, and to review and make recommendations to the Board regarding employee benefit policies and programs, incentive compensation plans

and equity-based plans.

The members of our Compensation

and Management Resources Committee are Peter McDonough and Candace Crawford.

Candace Crawford is the

chairperson of the Compensation and Management Resources Committee .

Under NYSE listing standards, we are required to have at least two members of

the compensation committee, all of whom must be independent directors.

Our board of directors has determined that each of Peter J.

and Candace Crawford is independent under NYSE listing standards.

The Compensation and Management

Resources Committee is responsible for, among other things, (a) reviewing all compensation arrangements for the executive officers of

the Company and (b) administering the Company’s stock option plans.

The Compensation and Management Resource Committee operates

under a written charter adopted by the Board of Directors, which can be found on our website at www.splashbeveragegroup.com within

the “Investor Information” section.

The duties and responsibilities

of the Compensation and Management Resources Committee in accordance with its charter are to review and discuss with management and the

Board the objectives, philosophy, structure, cost and administration of the Company’s executive compensation and employee benefit

policies and programs;

no less than annually, review and approve, with respect to the Chief Executive Officer and the other executive

officers (a) all elements of compensation, (b) incentive targets, (c) any employment agreements, severance agreements and change in control

agreements or provisions, in each case as, when and if appropriate, and (d) any special or supplemental benefits;

make recommendations

to the Board with respect to the Company’s major long-term incentive plans applicable to directors, executives and/or non-executive

employees of the Company and approve (a) individual annual or periodic equity-based awards for the Chief Executive Officer and other executive

officers and (b) an annual pool of awards for other employees with guidelines for the administration and allocation of such awards;

to the Board for its approval a succession plan for the Chief Executive Officer, addressing the policies and principles for selecting

a successor to the Chief Executive Officer, both in an emergency situation and in the ordinary course of business;

review programs created

and maintained by management for the development and succession of other executive officers and any other individuals identified by management

or the Compensation and Management Resources Committee;

review the establishment, amendment and termination of employee benefits plans,

review employee benefit plan operations and administration;

and any other duties or responsibilities expressly delegated to the Compensation

and Management Resources Committee by the Board from time to time relating to the Committee’s purpose.

The Compensation and Management

Resources Committee may request any officer or employee of the Company or the Company’s outside counsel to attend a meeting of the

Compensation and Management Resources Committee or to meet with any members of, or consultants to, the Compensation and Management Resources

The Company’s Chief Executive Officer does not attend any portion of a meeting where the Chief Executive Officer’s

performance or compensation is discussed, unless specifically invited by the Compensation and Management Resources Committee.

The Compensation and Management

Resources Committee has the sole authority to retain and terminate any compensation consultant to be used to assist in the evaluation

of director, Chief Executive Officer or other executive officer compensation or employee benefit plans and has sole authority to approve

the consultant’s fees and other retention terms.

The Compensation and Management Resources Committee also has the authority to obtain

advice and assistance from internal or external legal, accounting or other experts, advisors and consultants to assist in carrying out

its duties and responsibilities and has the authority to retain and approve the fees and other retention terms for any external experts,

advisors or consultants.

During 2021, the Compensation

Management Resources Committee held two meetings in person or through conference calls.

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee is responsible for overseeing

the appropriate and effective governance of the Company, including, among other things, (a) nominations to the Board of Directors and

making recommendations regarding the size and composition of the Board of Directors and (b) the development and recommendation of appropriate

corporate governance principles.

The Nominating and Corporate Governance Committee consists of Peter McDonough and Candace Crawford, each

of whom is an independent director (as defined under Section 803 of the NYSE American LLC Company Guide).

The Chairperson of the committee

is Peter McDonough.

The Nominating and Corporate Governance Committee operates under a written charter adopted by the Board of Directors,

which can be found on our website at www.splashbeveragegroup.com within the “Investor Information” section.

The Nominating and Corporate Governance

Committee adheres to the Company’s bylaws provisions and Securities and Exchange Commission rules relating to proposals by stockholders

when considering director candidates that might be recommended by stockholders, along with the requirements set forth in the committee’s

Policy with Regard to Consideration of Candidates Recommended for Election to the Board of Directors, also available on our website.

Nominating and Corporate Governance Committee of the Board of Directors is responsible for identifying and selecting qualified candidates

for election to the Board of Directors prior to each annual meeting of the Company’s stockholders.

In identifying and evaluating

nominees for director, the Committee considers each candidate’s qualities, experience, background and skills, as well as other factors,

such as the individual’s ethics, integrity and values which the candidate may bring to the Board of Directors.

During 2021, the Compensation

Management Resources Committee held two meetings in person or through conference calls.

of the Board of Directors same as above

the Board of Directors held five meetings.

During 2021, each member of our Board of Directors attended at least 75%

of the aggregate of all meetings of our Board of Directors and of all meetings of

committees of our Board of Directors on which such member served that were held during the period

in which such director served.

The Board of Directors also approved certain

actions by unanimous written consent.

Director Independence

listing standards require that a majority of our Board be independent.

Our Board has determined that Peter J.

McDonough and Candace Crawford

are “independent directors” as defined in the NYSE listing standards.

Our independent directors will have regularly scheduled

meetings at which only independent directors are present.

Involvement in Certain

Legal Proceedings

Our Directors and Executive Officers have not been

involved in any of the following events during the past ten years:

bankruptcy petition filed by or against such person or any business of which such person was a general partner or executive

officer either at the time of the bankruptcy or within two years prior to that time;

conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other

minor offenses);

subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction,

permanently or temporarily enjoining him from or otherwise limiting his involvement in any type of business, securities or

banking activities or to be associated with any person practicing in banking or securities activities;

found by a court of competent jurisdiction in a civil action, the Securities and Exchange Commission or the Commodity Futures

Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed,

suspended, or vacated;

Such person was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to

have violated any federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission

has not been subsequently reversed, suspended or vacated;

Such person was the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding,

not subsequently reversed, suspended or vacated, relating to an alleged violation of:

Any federal or state securities or commodities law or regulation;

Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent

injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal

or prohibition order;

Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity;

Such person was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any

self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C.

78c(a)(26))), any registered entity

(as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C.

1(a)(29))), or any equivalent exchange, association, entity

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

Board leadership

structure and role in risk oversight

Our Board consists

of three members who are stated in Item 10.

subject of, or a party to, any federal or state judicial or administrative order, judgment decree, or finding, not subsequently

reversed, suspended or vacated, relating to an alleged violation of any federal or state securities or commodities law or

regulation, any law or regulation respecting financial institutions or insurance companies, or any law or regulation prohibiting

mail or wire fraud or fraud in connection with any business entity;

subject of or party to any sanction or order, not subsequently reversed, suspended, or vacated, of any self-regulatory organization,

any registered entity or any equivalent exchange, association, entity or organization that has disciplinary authority over

its members or persons associated with a member.

Such person was the subject of, or a party to, any federal or state judicial or administrative

order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:

federal or state securities or commodities law or regulation;

law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction,

order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition

law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity;

Such person was the subject of, or a party to, any sanction or order, not subsequently reversed,

suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C.

78c(a)(26))),

any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C.

1(a)(29))), or any equivalent exchange,

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

Board leadership structure

and role in risk oversight

The Board of Directors oversees

our business and affairs and monitors the performance of management.

In accordance with corporate governance principles, the Board of

Directors does not involve itself in day-to-day operations.

The directors keep themselves informed through discussions with the Chief

Executive Officer and other key executives, visits to the Company’s facilities, by reading the reports and other materials that

we send them and by participating in Board and committee meetings.

Each director’s term will continue until the election and qualification

of his or her successor, or his or her earlier death, resignation or removal.

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.

adopted a code of business conduct and ethics that applies to our directors, officers (including our Chief Executive Officer, Chief Financial

Officer and 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

Executive 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

Robert Nistico

William Meissner

Robert Nistico

Bill 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

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

During the fiscal year ended December

31, 2021, our directors were paid compensation in both cash and options for serving as Directors of the Company.

Outstanding Equity Awards at Fiscal Year-End

The following table summarizes the total outstanding

equity awards as of December 31, 2021, for each Named Executive Officer:

Number of Securities Underlying Unexercised Options Exercisable

Option Awards Number of Securities Underlying Unexercised Options Unexercisable

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)

Robert Nistico

Bill 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 March 31, 2022, and as adjusted to reflect the

sale of common stock in this offering, for:

of our current directors and executive officers;

of our current directors and executive officers as a group;

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, subject to applicable community property laws.

otherwise specified, the address for each of the persons named in the table is 1314 E Las Olas Blvd.

Suite 221, Fort Lauderdale, Florida

Our calculation of the percentage

of beneficial ownership prior to this offering is based on 25,655,515 shares of common stock outstanding as of April 2, 2021.

determined beneficial ownership in accordance with the rules of the SEC, and the information is not necessarily indicative of beneficial

ownership for any other purpose.

Under Rule 13d-3 of the Exchange Act of 1934, as amended (the “Exchange Act”), a beneficial

owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship or

otherwise has or shares:

(i) voting power, which includes the power to vote or to direct the voting of shares;

and (ii) investment power,

which includes the power to dispose or direct the disposition of shares.

Certain shares may be deemed to be beneficially owned by more

than one person (if, for example, persons share the power to vote or the power to dispose of the shares).

In addition, shares are deemed

to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within

60 days of the date as of which the information is provided.

In computing the percentage ownership of any person or persons, the amount

of shares outstanding is deemed to include the amount of shares beneficially owned by such person or persons (and only such person or

persons) by reason of these acquisition rights.

Shares of Common

Percentage of

Executive Officers and Directors

Robert Nistico

Justin Yorke(1)

Peter McDonough

Candace Crawford

Officers and Directors as a Group (5 individuals)

5% or greater owners:

James Sjoerdsma

* less than one percent.

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.

LK Family Partnership

Of which 2,812,000 shares are held by WesBev LLC, 1,398,011 shares are held by JMW Fund LLC, 790,853 shares are held by San Gabriel LLC and 765,825 shares are held by Richland Fund LLC.

All funds are managed by Mr.

Certain Relationships and Related Transactions

and Director Independence.

The following is a description

of the transactions and series of similar transactions, since January 1, 2021, that we were a participant or will be a participant in,

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;

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.

During the normal course of business, we incurred expenses

related to services provided by our CEO or Company expenses paid by our CEO, resulting in related party payables, net of $0 as of

March 31, 2021.

The related party payable to the CEO bears no interest and is due on demand.

We also assumed a $50,000 note for the President

of WesBev LLC, a Nevada limited liability company (“WesBev”) who the majority shareholder of CMS

June 21, 2019, WesBev acquired 2,666,667 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.

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.

Effective June 21, 2019, the Company sold 112,000 shares of common stock to WesBev for $100,000.

Following these stock purchases WesBev beneficially owned 2,812,000 shares.

Principal Accounting Fees and Services.

December 31, 2021

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.

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.

December 31, 2020

Audit related

Exhibits and Financial Statement Schedules.

The following documents are filed as part of this Annual Report on Form

Financial Statements.

See the Financial Statements

starting on page F-1.

The 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.

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.

4 unchanged sentences

(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:

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:

/s/ Robert Nistico

Robert Nistico

2 unchanged sentences

(Principle Executive Officer)

Financial Officer, Treasurer, Secretary

/s/ Fatima Dhalla

Fatima Dhalla

Interim Chief Financial Officer, Treasurer, Secretary

March 31, 2022

(Principal Financial and Accounting Officer)

/s/ Justin Yorke

March 31, 2022

/s/Peter McDonough

March 31, 2022

Peter McDonough

/s/ Candace Crawford

Candace Crawford

March 31, 2022

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

Underwriting Agreement dated June 10, 2021 between Splash Beverage Group and EF Hutton, division of Benchmark Investments, LLC, as representative of the underwriters named therein (incorporated by reference herein to Exhibit 1.1 to the Current report on Form 8-K filed with the Securities and Exchange Commission on June 15, 2021)

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 7, 2020)*

Form 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)

Bylaws (incorporated by reference herein to Exhibit 3.2 filed with Form 8-K1 filed with the SEC on November 15, 2021)

Articles of Incorporation filed with the Secretary of State of Nevada (incorporated by reference herein to Exhibit 3.1 filed with Form8-K filed with the SEC on November 15, 2021)

Articles of Merger filed with the Secretary of State of the State of Nevada (incorporated by reference herein to Exhibit 2.2 filed with Form8-K filed with the SEC on November 15, 2021)

Statement of Merger filed with the Secretary of State of the State of Colorado (incorporated by reference herein to Exhibit 2.3 filed with Form8-K filed with the SEC on November 15, 2021)

Form of Common Stock Certificate

Form of Investor Warrant (incorporated by reference to exhibit 4.1 filed with the Current Report on Form 8-K filed with the SEC on June 15, 2021)

Warrant Agent Agreement between Splash Beverage Group Inc.

and Equinity Trust Company dated as of June 15, 2001 (incorporated by reference to exhibit 10.1 filed with the Current Report on Form 8-K filed with the SEC on June 15, 2021)

of Capital Stock

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

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

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

Revenue 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)

Asset Purchase Agreement dated (incorporated by reference herein to Exhibit 10.2 filed with Form 8-K filed with the SEC on December 31, 2020)

Convertible Promissory Note dated (incorporated by reference herein to Exhibit 10.3 filed with Form 8-K filed with the SEC on December 31, 2020)

An 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)*

Martin Employment Agreement dated (incorporated by reference herein to Exhibit 10.5 filed with Form 8-K filed with the SEC on December 31, 2020)

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)*

Form of Subscription Agreement (incorporated by reference herein to Exhibit 10.1 filed with Form 8-K filed with the SEC on January 21, 2021)

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

Form of Subscription Agreement (incorporated by reference herein to Exhibit 10.1 filed with Form 8-K filed with the SEC on February 2, 2021)

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

Form of Subscription Agreement (incorporated by reference herein to Exhibit 10.1 filed with Form 8-K filed with the SEC on February 12, 2021)

Form of Warrant (incorporated by reference herein to Exhibit 10.2 filed with Form 8-K filed with the SEC on February 12, 2021)*

Form of Subscription Agreement (incorporated by reference herein to Exhibit 10.1 filed with Form 8-K filed with the SEC on March 2, 2021)

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

Subsidiaries (incorporated by reference herein to Exhibit 21.1 filed with Form 10-K filed with the SEC on March 8, 2021)

Consent of Daszkal Bolton LLP*

Certification by CEO (filed herewith electronically)

15 unchanged sentences

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