What changed in this filing

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Item 1. Business

2024-03-29 compared with 2023-03-31 · 172 added, 150 removed, 124 unchanged (72% of the section changed)

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Splash has built organizational capabilities

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

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.

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

and sales revenue.

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

To address this opportunity Splash continues to shape its operating

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

direct line of sales to small retail stores.

Recognizing this opportunity Splash continues to shape its operating

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

line of sales to boutique retail stores and consumers.

Splash’s wholly owned subsidiary,

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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.

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 December 2020, Splash Beverage

purchased the key assets of the Copa DI Vino ® single serve wine company.

The operations and IP for Copa DI

Vino ® are wholly owned by Splash and incorporated in the state of Nevada under the name Copa DI Vino ® Wine

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.

venture with SALT Naturally Flavored Tequila and Pulpoloco sangria that comes in a biodegradable can.

The Company’s leadership

understands the importance of infusing beverage brands with strong popular culture and lifestyle elements that drive trial, belief and,

most importantly, repeat purchases.

Our 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 with

brands such as Red Bull and companies such as Gallo Winery and Republic National Distributing Company (RNDC Texas).

Our President &

CMO, Bill Meissner, has led major beverage brands including Sparkling Ice, Fuze, Sweet Leaf Tea and Jones Soda.

Our CFO, Stacy McLaughlin,

has over 15 years of experience in public company accounting and finance, with an emphasis on reporting, fundraising and mergers and

acquisitions.

Our Senior Vice President of Sales, James Allred, has over 25 years’ experience in the beverage industry, predominately

with Anheuser-Busch.

Our strategy is to combine the

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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.

We apply this philosophy 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)

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

us with two paths to success:

one, developing our wholly owned core brands and two, the ability to tap into high growth, early-stage brands

ready to scale.

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

brands in our portfolio.

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

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

A near term clear path to profitability.

We believe this platform model

provides us with two paths to success:

one, developing our wholly owned core brands and two, the ability to tap into high growth, early-stage

brands ready to scale.

This platform allows us to limit risk, and significantly reduce development expenses while simultaneously increasing

efficiencies for all brands in our portfolio.

Our management team has over

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.

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, Coca-Cola, FUZE Beverage, NOS Energy, PepsiCo, SoBe Beverages, AB InBev, 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

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This model spreads our risk over several brands,

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.

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

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

A core strategy for us is to build onto the

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

into the growing e-commerce channel.

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

The Company also believes the

distribution landscape in the beverage category is changing rapidly.

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

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

A core strategy for us is

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

first entry point into the growing e-commerce channel.

We currently produce,

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

Performance,” a 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.

Performance,” a line of performance beverages that complete in the hydration and energy categories, Copa DI Vino ®

single serve wine by the glass, and also import Pulpoloco Sangria in 3 flavors.

The following is a description

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SALT is currently being distributed

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 2023.

by various Anheuser-Busch & Miller-Coors distributorships, and other distributors in multiple U.S.

Additionally, SALT is

for sale in Mexico.

SALT has also launched in Guatemala and Japan and efforts continue to grow the brand’s international presence.

SALT is a business venture between

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TapouT Performance Isotonic Sports Drinks

We will produce, market, sell

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

We produce, market, sell and

distribute the following sports beverages under the brand name TapouT:

TapouT Performance

TapouT Energy

TapouT Performance Beverages are

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

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.

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often used in many competitive products.

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

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

to enhance physical and or mental performance.

TapouT, formally associated with

the UFC and mixed martial arts has been producing branded clothing and light equipment for over 23 years and has a high level of aided

and unaided brand awareness.

the UFC and mixed martial arts has been producing branded clothing and light exercise equipment for over 23 years and has a high level

of aided and unaided brand awareness.

TapouT License Agreement

We have the rights under a License

Agreement 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,

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.

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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

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

As part of the alliance, Splash commits to

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

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

We have the right to use the

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

As part of the alliance, Splash commits

to investing 2% of sales in marketing 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

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

and has influential relationships with select celebrities and athletic talent.

TapouT agrees to use reasonable efforts to request its

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

Copa DI Vino ® Wine Group, Inc.

and Related Financing

(CdV) and Related Financing

On December 24, 2020, the

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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”,

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.

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Copa DI Vino ® Wine Group, Inc.

Copa Di Vino is the leading producer

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.

Copa DI Vino ®

is the leading producer 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 of going anywhere without the need for a bottle, corkscrew or glass.

The company also has a growing

keg wine business for on-premises restaurants and bars.

Through our acquisition of Copa

DI Vino ® Corporation, we are now able to offer nine varietals of wine:

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

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.

Pinot Grigio, Riesling, Merlot, Chardonnay, White

Zinfandel, Moscato, 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

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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.

The business-to-business

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.

(“CMS”) is a provider of home medical equipment, supplies and services (which relate to the equipment sales) in Ohio’s

Mahoning Valley, Western Pennsylvania and Northern West Virginia, with an emphasis on providing for patients with mobility-related limitations

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

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

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

Our Competitive Strengths

We believe the following competitive strengths

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

An established distribution

network through global sales channels;

A hybrid distribution model

that leverages multiple routes to market, including national chains, independent local markets and regional chains, and specialty

food and C-Stores

Long-term relationships

with retailers and the establishment of chains;

contribute to the 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, 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

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.

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 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

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of Copa DI Vino ® , TapouT Performance and SALT.

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

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.

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

third party bottlers and contract packers.

third party bottlers and contract packers and distillers.

Our TapouT Performance and SALT

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.

products are manufactured in the United States and Mexico, respectively 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 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.

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

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our approved containers in accordance with our formulas.

We operate within what is referred

to as a “Three Tier Distribution System” where manufacturers do not typically sell directly to retailers, but instead contract

for local and regional distribution with independent distributors.

These distributors typically have geographic rights to distribute major

beverage brands 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.

For our beverage-alcohol products,

we operate within what is referred to as a “Three Tier Distribution System” where manufacturers are not permitted to sell

directly to retailers, but instead contract for local and regional distribution with independent distributors.

These distributors typically

have geographic rights to distribute major beverage brands and call on every store in a given area such as major cities or regions.

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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through their warehouse operations.

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

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

operations, AB ONE.

This provides SBG very effective distribution capabilities.

We have 40 full-time employees, including

non-officer employees and our executive officers.

None of our employees are represented

by a labor union.

Intellectual Property

During the fiscal year ended December 31, 2023, we

were granted a trademark for Copa DI Vino ® .

The United States Patent and Trademark Office issued the trademark on March

12, 2024, providing our company exclusive rights to use the trademark in connection with the product categories specified in this Form

We have 32 full-time

employees, including non-officer employees and our executive officers.

None of our employees are represented by a labor

We have not experienced any work stoppages and consider our relations with our employees to be good.

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

Recent Developments

In January 2024, the Company

entered into a convertible note with an individual in the amount of $250,000.

The note has an eighteen-month term, accrues interest at

12% and is convertible into shares of common stock of the Company at $0.50 per share, which also includes 200% warrants at $0.25

In January 2024, the Company

entered into a commercial loan in the amount of $500,000.

The total cost of the loan is $250,000 and is paid in weekly increments of

6.97% of the current receivable balance.

In February 2024, the Company

entered into a convertible note with an individual in the amount of $150,000.

The note has an eighteen-month term, accrues interest at

12% and is convertible into shares of common stock of the Company at $0.40 per share, which also includes 250% warrants at $0.25.

In March 2024, the Company received

a $109,000 cash advance from our chief executive officer, resulting in a related party payable.

This note bears 0% interest.

Corporate Information

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on March 31, 2020.

At the time of the merger Canfield state of incorporation was Colorado.

At the time of the merger Canfield’s 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.

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

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

Our website address

is www.splashbeveragegroup.com .

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

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

Our website address is www.splashbeveragegroup.com .

We have not incorporated by reference into this Annual Report on Form 10-K the information that can be assessed through our website and

you should not consider it to be part of this Annual Report on Form 10-K.

Available Information

We file annual, quarterly, and current reports, proxy

statements and other information with the U.S.

Securities Exchange Commission (the “SEC”).

These filings are available to

the public through the SEC’s website at http://www.sec.gov.

All statements made in any of our securities filings, including all

forward-looking statements or information, are made as of the date of the document in which the statement is included unless otherwise

specified, and we do not assume or undertake any obligation to update any of those statements or documents unless we are required to

do so by law.

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