What changed in this filing

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Item 1. Business

2023-03-31 compared with 2022-03-31 · 171 added, 228 removed, 103 unchanged (79% of the section changed)

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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.

The management team has 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

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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.

model to be vertically integrated building an e-commerce platform, Qplash, which purchases local and regional brands for developing a

direct line of sales to small retail stores.

Splash’s wholly owned subsidiary,

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.

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.

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.

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).

Splash has license rights to the TapouT Performance

brand in North America (Including US Territories and Military Bases), United Kingdom, Brazil, South Africa, Scandinavia, Peru, Colombia,

Chile and Guatemala.

In addition, Splash has a joint

venture with SALT Naturally Flavored Tequila, Copa Di Vino wines and Pulpoloco, sangrias that comes in a biodegradable can.

The 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.

The management team led by Robert

Nistico has over 28 years of experience in all levels of the three-tier distribution system used in the beverage industry working on brands

such as Red Bull and companies such as Gallo Winery and RNCC Texas.

The President & CMO, Bill Meissner, has led major beverage brands

as Sparkling Ice, Fuze, Sweet Leaf Tea and Jones Soda.

The CFO, Ron Wall, has over 25 years of experience in the alcohol beverage industry

with Diageo and William Grant & Sons.

The Senior Vice President of Sales, James Allred, has 25+ years’ experience in the beverage

industry predominately with Anheuser-Busch.

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.

traditional approach of manufacturing, distributing, and marketing of beverages, with early-stage 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 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

Regional presence that can be expanded

Licensing an existing brand name (TapouT for example)

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

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

Some level of preexisting

brand awareness

Regional presence that

can be expanded

Licensing an existing brand

name (TapouT for example)

Add to an underdeveloped

and/or growing category capitalizing on consumer trends

Innovation to an existing

attractive category (such as flavored tequila)

A near term clear path

to profitability

We believe this model provides

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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.

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.

Splash has the ability to fully

own a brand or be flexible to engage in business ventures structured with a revenue split, or an equity position.

The benefit to Splash in these

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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

contributes to our economies of scale, and improves our relationship with distributors and reduces the overall cost of infrastructure.

The Company also believe the distribution

landscape in the beverage category is changing rapidly.

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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.

Performance,” a line of performance beverages that complete in the hydration and energy categories, Copa Di Vino single serve wine

by the glass and import Pulpoloco Sangria in 3 flavors.

The following is a description

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SALT Flavored Tequila

We produce, distribute, and market

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

We oversee production, distribute,

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

Citrus flavor

Chocolate flavor

We believe that SALT is the

first line of 100% agave 80-proof flavored tequilas.

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.

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.

by Republic National Distribution Co., various Anheuser-Busch & Miller-Coors distributorships, and other distributors in multiple

Additionally, SALT is for sale in Mexico.

Several South American countries

are expected to launch SALT during spring 2022.

Several South American countries are expected to launch SALT during 2023.

SALT is a business venture between

our Company and SALT USA, LLC.

the Company and SALT USA, LLC.

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

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TapouT Performance:

TapouT Elite:

Under consideration for 2022

TapouT Energy:

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 Performance Beverages are

a line of unique advanced performance beverages containing ingredients known for various functional benefits including, focus, cognition,

energy, recuperative and cell regeneration which promotes better absorption of nutrients, increase hydration and cellular recovery.

are exclusively formulated with GRAS (FDA Designation “Generally Regarded As Safe”) ingredients versus controversial ingredients

often used in many competitive products.

TapouT Performance Beverages are all natural with a highly innovative proprietary blends designed

to enhance physical and or mental performance.

TapouT, formally associated with

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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.

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

North America (including US Territories and Military Bases), United Kingdom, Brazil, South Africa, Australia, Scandinavia, Peru, Colombia,

Chile and Guatemala.

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 $660,000, whichever is greater.

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

time will be reviewed and renegotiated if necessary.

The License Agreement will expire on December 31, 2025 with

a renewal option through December 31, 2028 at which time will be reviewed and renegotiated if necessary.

We have the right to use the TapouT

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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.

investing 2% of sales in marketing to 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

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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.

On December 24, 2020, the

Company 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 an attainment

of revenue hurdles.

In conjunction with the acquisition,

the Company also 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.

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”).

Copa di Vino Wine Group, Inc.

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of premium wine by the glass in the United States.

The Copa-di-Vino product line is highly innovative as a ready to drink wine glass capable

to go anywhere without the need for a bottle, corkscrew or glass.

Through our acquisition of Copa

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

di Vino Corporation, we are now able to offer nine 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.

Red Blend, Sauvignon Blanc and Cabernet Sauvignon.

In addition to its wine varietals, Copa di Vino also procures Pulpoloco, a sangria

which is encased in an eco-friendly fiber based can from Spain.

The rights to utilize this packaging for multiple categories were conveyed

to SBG in conjunction with the distribution rights.

“Qplash” is a wholly

owned division of Splash.

It is our first entry point into the growing e-commerce channel.

The division sells beverages online through www.qplash.com ,

and third-party storefronts such as Amazon.com.

Inside of the division, there are two primary customer groups:

business to business retailers,

which in turn offer the products to their customers, and business to consumer, selling direct to end users.

This program allows businesses

to control inventory, order with payment terms, and offer the convenience of delivery directly to each store.

Currently Qplash offers

over 1,500 listings and have warehouses that ship from both California and Pennsylvania.

Discontinued Business - Canfield Medical Supply,

Canfield Medical Supply, Inc.

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who have had strokes, hip or knee replacements, and other surgeries after they are discharged from a hospital or rehab center.

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.

a legacy segment of the business and in December 2020, management discontinued operations and the business was sold in the second Quarter

Our Competitive Strengths

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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;

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.

Dynamic and sustainable product

offerings of natural quality and freshness with health benefits;

A highly experienced management

Strategically selected,

dedicated sales professionals;

Qplash, our e-commerce

platform, which provides us an integrated distribution platform for our non-alcoholic brands;

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.

of Copa di Vino, TapouT Performance and SALT.

The Copa di Vino product line is bottled at our manufacturing facility in The Dalles, Oregon.

Pulpoloco is imported from Spain as a finished product.

Although we are responsible for

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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.

products are manufactured in the United States and Mexico under separate arrangements with each party.

Our co-packaging arrangements are

terminable upon request and do not 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.

dietary ingredients, cans, bottles, caps, labels, and other components and ingredients for our beverage products from our suppliers, which

are delivered to our manufacturing operations and 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.

We operate within what is referred

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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.

beverage brands and call on every store in a given area such as major cities or regions.

Our management team has extensive experience

working within this channel and believes that we will be successful in building a strong network of these distributors.

In addition to working with these

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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.

We have 40 full-time employees, including

non-officer employees and our executive officers.

None 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.

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

Splash 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

on March 31, 2020.

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 OTCQB.

On July 31, 2021, 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 June 11, 2021, our common stock

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

On November 8, 2021, we changed

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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