What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2024-03-29 compared with 2023-03-31 · 499 added, 314 removed, 221 unchanged (79% of the section changed)

7 unchanged sentences

Officer), to allow for timely decisions regarding required disclosure.

As required by Exchange Act Rule 13a-15, our

Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of

our disclosure controls and procedures pursuant to Exchange Act Rule 13a-15 as of the end of the period covered by this report.

Based on the foregoing evaluation, our Chief Executive Officer and Chief Financial Officer concluded that due to our limited

resources our disclosure controls and procedures are not effective in providing material information required to be included in our

periodic SEC filings on a timely basis and to ensure that information required to be disclosed in our periodic SEC filings is

accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely

decisions regarding required disclosure about our internal control over financial reporting discussed below Following the 2021

evaluation by management of the effectiveness of the design and operation of our disclosure controls and procedures we implemented

new controls and process in 2022.

As required by Exchange Act Rule 13a-15, our Chief

Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure

controls and procedures pursuant to Exchange Act Rule 13a-15 as of the end of the period covered by this report.

Based on the foregoing

evaluation, our Chief Executive Officer and Chief Financial Officer concluded that due to our limited resources our disclosure controls

and procedures are not effective in providing material information required to be included in our periodic SEC filings on a timely basis

and to ensure that information required to be disclosed in our periodic SEC filings is accumulated and communicated to our management,

including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure about our

internal control over financial reporting discussed below Following the 2022 evaluation by management of the effectiveness of the design

and operation of our disclosure controls and procedures we implemented new controls and process in 2023.

(2) Management’s Report on Internal Control

2 unchanged sentences

for establishing and maintaining adequate internal control over financial reporting for our company.

Our internal control system was designed

to, in general, provide reasonable assurance to our management and board regarding the preparation and fair presentation of published

financial statements, but because of its inherent limitations, internal control over financial reporting may not prevent or detect 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.

Our management assessed the

effectiveness of our internal control over financial reporting as of December 31, 2022.

Based on that assessment, our management has determined

that as of December 31, 2022, our internal control over financial reporting was not effective due to material weaknesses related to a

limited segregation of duties due to our limited resources and the small number of employees.

Management has determined that this control

deficiency constitutes a material weakness which could result in material misstatements of significant accounts and disclosures that could

result in a material misstatement to our interim or annual financial statements that would not be prevented or detected.

due to limited staffing, we are not always able to detect minor errors or omissions in reporting.

This Annual Report does not

include an attestation report of our independent registered public accounting firm regarding management’s assessment of our internal

control over financial reporting pursuant to temporary rules of the SEC.

Our internal control system was

designed to, in general, provide reasonable assurance to our management and board regarding the preparation and fair presentation of

published financial statements, but because of its inherent limitations, internal control over financial reporting may not prevent or

detect 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.

Our management assessed

the effectiveness of our internal control over financial reporting as of December 31, 2023.

Based on that assessment, our management

has determined that as of December 31, 2023, our internal control over financial reporting was not effective due to material weaknesses

related to a limited segregation of duties due to our limited resources and the small number of employees.

Management has determined

that this control deficiency constitutes a material weakness which could result in material misstatements of significant accounts and

disclosures that could result in a material misstatement to our interim or annual financial statements that would not be prevented or

In addition, due to limited staffing, we are not always able to detect minor errors or omissions in reporting.

This Annual Report does

not include an attestation report of our independent registered public accounting firm regarding management’s assessment of our

internal control over financial reporting pursuant to temporary rules of the SEC.

(3) Changes in Internal Control over Financial

There has been no change in our internal control over

financial reporting other than items highlighted above, 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.

There has been no change in our internal control

over financial reporting other than items highlighted above, 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.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS

THAT PREVENT INSPECTIONS.

Not applicable.

Directors, Executive Officers and Corporate Governance.

Directors, Executive Officers and Corporate

The following table sets forth our executive officers

2 unchanged sentences

Chief Executive Officer and Director

Stacy McLaughlin

Chief Financial Officer

1 unchanged sentence

President, Chief Marketing Officer

Peter McDonough

Candace Crawford

Directors are elected annually

7 unchanged sentences

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

Nistico was the fifth employee at Red Bull North America, Inc.

Nistico was the fifth employee at Red Bull North America,

where he worked from 1996 to 2007 and served as Vice President of Field Marketing and Sr.

9 unchanged sentences

from the University of Colorado.

Wall, age 56, became Chief Financial Officer in May 2022.

Wall is a collaborative finance executive with expertise leveraging analysis,

insights and team approaches, driving organizational improvements, and implementing practices and controls.

From 2016 to 2022, Mr.

served as the Chief Financial Officer for Americas of William Grant & Sons Inc., a premium spirits company.

Previously, Mr.

in various capacities at William Grant & Sons Inc., including Chief Financial Officer for North America, and Chief Financial Officer

for the United States of America.

Stacy McLaughlin, age 42, became

the Chief Financial Officer on January 24, 2024.

Prior to serving as our Chief Financial Officer, Ms.

McLaughlin was the Chief Financial

Officer of Material Technologies, Corp.

from 2022 to 2023.

From 2013 to 2021, Ms.

McLaughlin was the Vice President and Chief Financial

Officer of Willdan Group, Inc.

(Willdan), and prior to that, she was their Compliance Manager from 2010 to 2013.

During her tenure at

Willdan, she was responsible for accounting and finance functions, SEC reporting, investor relations, treasury, and managed a follow-on

equity offering.

Prior to Willdan, Ms.

McLaughlin was, from 2009 to 2010, Senior Associate at Windes & McClaughry Accountancy Corporation

and, from 2004 to 2009, Senior Audit Associate at the public accounting firm KPMG LLP.

McLaughlin has a Masters in Accounting from

the University of Southern California and BS from the University of Arizona.

McLaughlin is a Certified Public Accountant (CPA).

William Meissner, age 57, 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.

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 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.

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.

Justin Yorke, age 56, became a

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

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.

has an MBA from the University of Pittsburgh’s Katz Graduate School of Business and a Bachelor’s degree from Michigan State

Justin Yorke, age 57, became

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

Since March 31, 2020, Mr.

17 unchanged sentences

He also is an acting director and audit committee chair of Processa Pharmaceuticals, (Nasdaq:

Yorke served as non-executive Chairman of Jed Oil and a Director/CEO at JMG Exploration.

McDonough, age 64, 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).

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 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 received a B.A.

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 67, 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 2019-2022, when the Company was sold and the board of Skin Te since June 2018.

She served as the CEO of Coco Libre from

2015 to 2017, when the Company was sold.

Under her management, she was able to expand distribution, grow product innovation and build

awareness of the flagship coconut water brand Coco Libre.

Prior to this, she was the Chief Operating Officer and Chief Financial Officer

at Zico Beverages LLC from 2009 to 2013, when the Company was sold.

Before making her debut in the beverage world, Ms.

Crawford was the

Chief Financial Officer for five different companies including Metropolitan Theaters;

Virgin Entertainment Group;

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.

Yorke served as non-executive

Chairman of Jed Oil and a Director/CEO at JMG Exploration.

Paglia, age 56, became a

member of the Board of the Company as an independent director on February 26, 2024.

He is currently an independent director, Audit Committee

Chair and a member of the Nominating & Corporate Governance and Compensation Committee of Simulations Plus, Inc., from 2014 to present.

Paglia is also an independent director, Audit Committee Chair and a member of the Nominating & Corporate Governance and Compensation

Committee of Aeluma, Inc., from 2021 to present.

Additionally, Dr.

Paglia is currently on the Advisory Board of multiple companies, including

SUM Ventures, Axxes Capital Inc., VitaNav Inc., and DigiLife Fund, among others.

Paglia, a Professor of Finance, currently works

at Pepperdine University in various positions, which have included Senior Associate Dean and Executive Director, since 2000-present.

Paglia has a Doctor of Philosophy in Business Administration, from the University of Kentucky, a Master of Business Administration

from Gannon University, a Bachelor of Science from Gannon University, and is also a Certified Public Accountant and Charted Financial

Bill Caple, age 65, has served

as an independent director of the Company since May 3, 2023.

Over the past five years, Mr.

Caple has primarily served as a consultant

on corporate strategies, business development, corporate finance, and M&A.

Caple is currently a board member of Covax Data, Inc.

(“Covax”), where he also assists with establishing sales channels and business development for Covax’s cyber security

AI blockchain product and assisting the company raise growth capital.

Caple also founded and runs Caple

Advisory, an international management consulting practice and investment banking firm, with a concentration in Asia.

Caple served as a board member and C-suite executive of multiple hi-tech businesses, netting successful

exits and public offerings of his companies (e.g.

OTG Software NASDAQ:

OTGS, now part of Dell EMC and OpenText) .

The Company believes

Caple is an asset to the Company because of his wealth of experience and success in corporate finance strategies, M&A, and

business development to round out the Board’s top-tier level of expertise in key subjects.

Family Relationships

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.

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

Section 16(a) of the Securities Exchange Act requires

that our directors and executive officers and persons who beneficially own more than 10% of our common stock (referred to herein as the

“reporting persons”) file with the SEC various reports as to their ownership of and activities relating to our common stock.

Such reporting persons are required by the SEC regulations to furnish us with copies of all Section 16(a) reports they file.

on our review of copies of the reports filed with the SEC and the written representations of our directors and executive officers, we

believe that all reporting requirements for fiscal year 2022 were complied with by each person who at any time during the 2022 fiscal

year was a director or an executive officer or held more than 10% of our common stock, except for the following:

Justin Yorke, Candace

Crawford, Peter McDonough and Robert Nistico each filed a late Form 4 report on March 31, 2022, related to the granting of options to

purchase our common stock on September 30, 2021;

Crawford filed a late Form 4 report on April 5, 2022, related to the granting of

options to purchase our common stock on May 16, 2021;

Nistico filed a late Form 4 report on May 31, 2022, related to the purchase

of our common stock on May 26, 2022;

Nistico filed a late Form 4 report on June 7, 2022, related to the purchase of our common

stock on June 3, 2022.

Section 16(a) of the Securities

Exchange Act requires that our directors and executive officers and persons who beneficially own more than 10% of our common stock (referred

to herein as the “reporting persons”) file with the SEC various reports as to their ownership of and activities relating

to our common stock.

Such reporting persons are required by the SEC regulations to furnish us with copies of all Section 16(a) reports

Based solely on our review of copies of the reports filed with the SEC and the written representations of our directors and

executive officers, we believe that all reporting requirements for fiscal year 2023 were complied with by each person who at any time

during the 2023 fiscal year was a director or an executive officer or held more than 10% of our common stock, except for the following:

Bill Caple, Fatima Dhalla (interim CFO at the time), and Stacy McLaughlin each filed a late Form 3 report at the time of their appointments

and on becoming insiders of the Company;

Ron Wall filed a late Form 4 report on January 31, 2023 related to the grant of options to purchase

our common stock on May 2, 2022;

Justin Yorke, Candance Crawford and Peter McDonough each filed a late Form 4 report on May 15, 2023

related to the grant of options to purchase our common stock on April 24, 2023;

Bill Caple filed a late Form 4 report on May 19, 2023

related to the grant of options to purchase our common stock on May 1, 2023;

and Ron Wall filed a late Form 4 report on August 3, 2023

related to the grant of options to purchase our common stock on May 2, 2023.

Committees of the Board

5 unchanged sentences

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.

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

and Management Resources Committee

Our Audit Committee is comprised of John Paglia and Bill Caple.

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 John Paglia

and Bill Caple are independent under NYSE listing standards and applicable SEC rules.

John Paglia is the Chairperson of the audit committee.

Each member of the audit committee is financially literate and our Board has determined that John Paglia 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 on our website at www.splashbeveragegroup.com.

During 2023, the Audit Committee held four

meetings in person or through conference calls.

Compensation and Management Resources Committee

We have established a Compensation

1 unchanged sentence

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.

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 .

and Management Resources Committee are Bill Caple, John Paglia and Justin Yorke.

Bill Caple is the chairperson of the Compensation and

Management Resources Committee.

Under NYSE listing standards,

1 unchanged sentence

Our board of directors

has determined that each of Peter J.

McDonough and Candace Crawford is independent under NYSE listing

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.

has determined that each of John Paglia and Bill Caple 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

7 unchanged sentences

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.

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

recommend 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;

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

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 Committee.

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

4 unchanged sentences

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,

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 2023, the Compensation

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

Management Resources Committee held four 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

The Chairperson of the committee is Peter McDonough.

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 John Paglia and Bill Caple, 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 Bill Caple.

The Nominating and Corporate Governance Committee operates under a written

1 unchanged sentence

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.

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.

The 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 2023, the Nominating and

9 unchanged sentences

Director Independence

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

Our Board has determined that Peter J.

McDonough and Candace Crawford

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

Our Board has determined that John Paglia and Bill Caple

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

5 unchanged sentences

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

any 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;

any conviction in a criminal

proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

being 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;

being 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;

being 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;

being 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:

any 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

any conviction in a criminal proceeding or being subject to a pending

criminal proceeding (excluding traffic violations and other minor offenses);

being 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;

being 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;

being 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;

being 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:

or state securities or commodities law or regulation;

1 unchanged sentence

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

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.

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.

or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated

with a member.

Board leadership structure

4 unchanged sentences

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.

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.

The information set forth in Item 1C is incorporated

herein by reference.

Code of Ethics

2 unchanged sentences

Our Code of Ethics is available at our website at www.splashbeveragegroup.com .

Clawback Policy

On September 20, 2023, the Board adopted the Splash

Beverage Group Clawback Policy (the “Clawback Policy”), effective September 20, 2023, providing for the recovery of certain

incentive-based compensation from current and former executive officers of the Company in the event the Company is required to restate

any of its financial statements filed with the SEC under the Exchange Act in order to correct an error that is material to the previously-issued

financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected

in the current period.

Adoption of the Clawback Policy was mandated by new Nasdaq listing standards introduced pursuant to Exchange Act

The Clawback Policy is in addition to Section 304 of the Sarbanes-Oxley Act of 2002 which permits the SEC to order the disgorgement

of bonuses and incentive-based compensation earned by a registrant issuer’s chief executive officer and chief financial officer

in the year following the filing of any financial statement that the issuer is required to restate because of misconduct, and the reimbursement

of those funds to the issuer.

A copy of the Clawback Policy has been filed herewith, and can also be found at www.splashbeveragegroup.com .

Executive Compensation

2 unchanged sentences

earned by the executive officers named below.

Robert Nistico

William Meissner

Name and Principal

Option Awards

Nonequity Incentive Plan Compensation

Nonqualified Deferred Compensation Earnings

Robert Nistico, CEO

William Meissner, President and CMO

Ronald Wall, CFO (1)

Fatima Dhalla, Interim

(1) On September 26, 2023, Ronald Wall resigned as

Chief Financial Officer of the Company.

(2) Effective January 19, 2024, Fatima Dhalla, resigned

as the Interim Chief Financial Officer of the Company.

Employment Agreements

Except as described below, the Company does not have

any employment agreements in place with any of its executive officers.

The board of directors reserves the right to increase the salary

of our executive officers, and/or to grant them equity awards, including stock, options or other equity securities, from time to time,

as additional compensation or bonuses.

Robert Nistico – CEO and Director

On March 12, 2012, the Company entered into an employment agreement with Robert Nistico, pursuant to which Mr.

Nistico serves as Chief

Executive Officer of the Company.

Pursuant to Mr.

Nistico’s employment agreement, the Company pays Mr.

Nistico an annual salary

Nistico is also eligible to receive an annual bonus of 50% of his annual salary, and was granted an option to purchase

350,000 shares of common stock.

In the event Mr.

Nistico terminates his employment with the Company he shall provide the Company a minimum

of 45 days of written notice.

On December 9, 2019, the board of directors of the

Company extended Mr.

Nistico’s employment agreement beginning December 1, 2019, and ending on November 30, 2024.

to the amendment, the Company increased Mr.

Nistico’s base salary from $275,000 to $325,000.

Stacy McLaughlin - CFO

Pursuant to the terms of an employment agreement

dated January 22, 2024, the Company employs Ms.

Stacy McLaughlin as its Chief Financial Officer on a full-time basis.

Effective January

24, 2024, Ms.

McLaughlin’s annual salary is $325,000.

She is also entitled to an annual performance bonus of up to $162,500, upon

achieving certain targets that are to be defined on an annual basis.

McLaughlin is also entitled to participate in all qualified

plans, holidays and other employee benefits which the Company, in its sole discretion, may maintain from time to time for the benefit

of its employees in general.

On March 5, 2024, pursuant to her employment agreement, Ms.

McLaughlin was granted 600,000 restricted shares

of Common Stock.

These shares will vest in tranches of 50,000 per quarter, until exhausted, with the first tranche vesting upon the completion

of the first quarter of 2024.

Continued vesting of these shares is subject to Ms.

McLaughlin’s employment remaining in good standing

with the Company.

In the event that the company is acquired within the two years of January 24, 2024, the vesting schedule that the shares

are subject to will accelerate, contingent on Ms.

McLaughlin’s employment being in good standing to the date on which the acquisition

William Meissner – CMO and President

On May 4, 2020, the Company entered into an employment

agreement with William Meissner, pursuant to which Mr.

Meissner serves as President and Chief Marketing Officer of Company.

Meissner’s employment agreement, the Company pays Mr.

Meissner an annual base salary of $325,000 and includes annual increases

based on cost of living adjustments and performance at the discretion of the Company’s Chief Executive Officer.

also eligible for a discretionary bonus, as determined by the Company’s Chief Executive Officer, of up to 50% of Mr.

Meissner also received a grant of an option to purchase 666,667 shares of common stock under the Company’s equity

incentive plan.

The employment agreement with Mr.

Meissner’s does not have a fixed termination date and permits the Company to

terminate Mr.

Meissner upon twenty days prior written notice and grants Mr.

Meissner the right to resign upon twenty days prior written

Directors Compensation

During the fiscal year ended December

31, 2022, our directors were paid compensation in cash for serving as Directors of the Company.

Options/Warrants

Candace Crawford

During the fiscal year ended

December 31, 2023, our directors were paid compensation in cash for serving as Directors of the Company.

Fees Earned or Paid in Cash

All Other Compensation

Option Awards

Total Compensation

Candace Crawford

Peter McDonough

Pension, Retirement or Similar Benefit Plans

There are no arrangements or plans in which we provide

pension, retirement or similar benefits for directors or executive officers.

We have no material bonus or profit sharing plans pursuant

to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted

at the discretion of the Board or a committee thereof.

Indebtedness of Directors, Senior Officers, Executive

Officers and Other Management

None of our directors, executive officers or any

associate or affiliate of our Company during the last two fiscal years is or has been indebted to our Company by way of guarantee, support

agreement, letter of credit or other similar agreement or understanding currently outstanding.

Equity Compensation Plan

On May 21, 2020, the Board adopted the 2020 Long-Term

Incentive Compensation Plan (the “2020 Plan”), which provides for the grant of Options, Restricted Stock Awards, Stock Appreciation

Rights, Performance Units and Performance Bonuses to consultants and other eligible recipients.

The Plan has been in effect since July

1, 2020, for a period of ten years thereafter.

The Plan continues to remain in effect until all matters relating to the payment of Awards

and administration of the Plan have been settled.

Outstanding Equity Awards at Fiscal Year-End

1 unchanged sentence

equity awards as of December 31, 2023, for each Named Executive Officer:

Number of Securities Underlying Unexercised Options / Warrants Exercisable

Option / Warrant Awards Number of Securities Underlying Unexercised Options / Warrants Exercisable

of Securities Underlying Unexercised Options Exercisable

Number of Securities

Underlying Unexercised Options Un-Exercisable

Number of Securities Underlying Unexercised Unearned Options

Robert Nistico

3 unchanged sentences

William Meissner

(1) Unless otherwise noted, the business address of each of the following individuals is 1314 East Las Olas

Blvd, Suite 221 Fort Lauderdale, Florida 33301

Security Ownership of Certain Beneficial Owners and Management

and Related Stockholder Matters.

Unless otherwise noted, the business address of each of the following

individuals is 1314 East Las Olas Blvd, Suite 221 Fort Lauderdale, Florida 33301

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, 2023, and as adjusted to reflect the

sale of common stock in this offering, for:

each of our current directors

and executive officers;

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, subject to applicable community property

certain information with respect to the beneficial ownership of our common stock as of March 29, 2024, for:

each of our current directors and executive officers;

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, subject to applicable community property

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

1 unchanged sentence

Florida 33301.

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 March 31, 2023.

We have 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:

Our calculation of the percentage

of beneficial ownership is based on 45,129,687 shares of common stock outstanding as of March 29, 2024.

We have 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.

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

3 unchanged sentences

Justin Yorke(1)

Peter McDonough

Candace Crawford

William Meissner

Stacy McLaughlin

Officers and Directors as a Group (6 individuals)

1 unchanged sentence

LK Family Partnership

Of which 3,297,243 shares are held by Richland Fund LLC, 1,398,012 shares are held by JMW Fund LLC and 790,854 shares are held by San Gabriel LLC.

Of which 3,297,243 shares are held by Richland Fund LLC, 1,398,012

shares are held by JMW Fund LLC and 790,854 shares are held by San Gabriel LLC.

All funds are managed by Mr.

Certain Relationships and Related Transactions

and Director Independence.

Securities Authorized for Issuance under our Equity Compensation Plan

The following table gives information as of December

31, 2023, the end of the most recently completed fiscal year, about shares of common stock that have been issued under our Splash Beverage

2020 Incentive Plan.

Under the 2020 Incentive Plan we have 4,259,008 options outstanding as of December 31, 2023.

On October 6, 2023, at our 2023 annual meeting of stockholders our stockholders approved an amendment to the 2020 Incentive Plan to:

(1) increase the aggregate number of shares of common stock available by 1,500,000 shares to a total of 1,807,415 shares and (2) increase

the automatic annual increase in the number of shares under the 2020 Incentive Plan from 5% to 7.5% of the total number of shares of

common stock outstanding as of December 31st of the preceding fiscal year.

of Shares to be Issued

Upon Exercise or Vesting of Outstanding Stock Options

Weighted Average Exercise

Price of Outstanding Stock Options

Number of Securities

Remaining Available for Future Issuance Under Equity Compensation Plans

Equity compensation plan approved by

board of directors

Certain Relationships

and Related Transactions and Director Independence.

The following is a description

of the transactions and series of similar transactions, since December 31, 2022, that we were a participant or will be a participant in,

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.

Principal Accounting Fees and Services.

of the transactions and series of similar transactions, since December 31, 2023, that we were a participant or will be a participant

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.

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.

In conjunction with the acquisition of Copa DI Vino ® , 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”).

There was $371,693 outstanding and $989,702 accrued

interest under this agreement as of December 31, 2023.

On September 29, 2023, the Company

also entered into a Purchase and Sales Future Receivables 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 Knightsbridge Funding LLC (the “Lender”).

The Loan and Security Agreement

provided a loan of $165,000, with the gross and interest amount of $241,725 with the Lender (the “Credit Facility”).

was $99,185 outstanding under this agreement as of December 31, 2023.

There were related party advances

from our chief executive officer in the amount of $0.4 million outstanding as of December 31, 2023 and a shareholder note payable outstanding

in the amount of $200,000 as of December 31, 2023.

Principal Accounting

Fees and Services.

December 31, 2023

Audit – Rose, Snyder & Jacobs LLP

Audit – Daszkal Bolton, LLP and CohnReznick LLP

Audit related

5 unchanged sentences

See the Financial Statements

starting on page F-1.

starting on page F-1, of this Annual Report, which is incorporated into this Item by reference.

The exhibits listed

1 unchanged sentence

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.

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

Chief Executive Officer and Director

March 29, 2024

Robert Nistico

Executive Officer and Director

Executive Officer)

/s/ Ronald Wall

Chief Financial Officer,

(Principal Financial and

Accounting Officer)

Peter McDonough

Candace Crawford

(Principle Executive Officer)

/s/ Stacy McLaughlin

Chief Financial Officer, Treasurer

March 29, 2024

Stacy McLaughlin

(Principal Financial and Accounting Officer)

/s/ Justin Yorke

Director, Secretary

March 29, 2024

/s/John Paglia

March 29, 2024

/s/ Bill Caple

March 29, 2024

EXHIBIT INDEX

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)

Underwriting Agreement dated September 23, 2022, 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 September 27, 2022)

Agreement and Plan of Merger dated December 31, 2019 by and among Canfield Medical Supply, Inc., SBG Acquisition, Inc., and Splash Beverage Group, Inc.

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 dated February 14, 2022 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 February 17, 2022)

Agreement dated September 23, 2022, 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 September 27, 2022)

and Plan of Merger dated December 31, 2019 by and among Canfield Medical Supply, Inc., SBG Acquisition, Inc., and Splash Beverage Group,

(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 (incorporated by reference to exhibit 4.1 filed with the Annual Report on Form 10-K filed with the SEC on March 31, 2022)

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)

Description of Capital Stock *

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)

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

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)

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)

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)

of Amendment to Articles of Incorporation filed with the Secretary of State of Nevada (incorporated by reference herein to Exhibit 3.1

filed with Form 8-K filed with the SEC on December 22, 2022)

of Common Stock Certificate (incorporated by reference to exhibit 4.1 filed with the Annual Report on Form 10-K filed with the SEC on

March 31, 2022)

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,

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 *

2020 Long-Term Incentive Compensation Plan (incorporated herein by reference to the Schedule 14C Information Statement filed with the SEC on June 8, 2020)

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)

15 unchanged sentences

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*

Rule 13a-14(a)/ 15d-14(a) Certification of Principal Executive Officer*

Rule 13a-14(a)/ 15d-14(a) Certification of Principal Financial Officer*

Certification of CEO pursuant to 18.

Securities Purchase Agreement (incorporated by reference herein to Exhibit 10.1 filed with Form 8-K filed with the SEC on January 3, 2023)

Form of Warrant (incorporated by reference herein to Exhibit 4.1 filed with Form 8-K filed with the SEC on January 3, 2023)

Form of Promissory Note (incorporated by reference herein to Exhibit 10.2 filed with Form 8-K filed with the SEC on January 3, 2023)

Form of Warrant (incorporated by reference herein to Exhibit 4.1 filed with Form 8-K filed with the SEC on August 16, 2023)

Form of Securities Purchase Agreement (incorporated by reference herein to Exhibit 10.1 filed with Form 8-K filed with the SEC on August 16, 2023)

Form of Investor Note (incorporated by reference herein to Exhibit 10.1 filed with Form 8-K filed with the SEC on August 16, 2023)

Form of Second Investor Note (incorporated by reference herein to Exhibit 10.1 filed with Form 8-K filed with the SEC on August 16, 2023)

Form of Purchase Agreement (incorporated by reference herein to Exhibit 10.5 filed with Form 8-K filed with the SEC on August 16, 2023)

Form of Investor Note (incorporated by reference herein to Exhibit 10.6 filed with Form 8-K filed with the SEC on August 16.

Form of Warrant (incorporated by reference herein to Exhibit 4.1 filed with Form 8-K filed with the SEC on October 6, 2023)

Form of Purchase Agreement (incorporated by reference herein to Exhibit 10.1 filed with Form 8-K filed with the SEC on October 6, 2023)

Form of Note (incorporated by reference herein to Exhibit 10.2 filed with Form 8-K filed with the SEC on October 6, 2023)

Form of Registration Rights Agreement (incorporated by reference herein to Exhibit 10.3 filed with Form 8-K filed with the SEC on October 6, 2023)

Form of Waiver Agreement (incorporated by reference herein to Exhibit 10.1 filed with Form 8-K filed with the SEC on December 18, 2023)

Form of Registration Rights Agreement (incorporated by reference herein to Exhibit 10.2 filed with Form 8-K filed with the SEC on December 18, 2023)

Employment Agreement dated March 12, 2012 with Robert Nistico*

Employment Agreement dated May 4, 2020 with William Meissner*

Agreement dated January 22, 2024 with Stacy McLaughlin (incorporated herein by reference to Exhibit 10.1 filed with Form 8-K filed with

the SEC on January 30, 2024)

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

of Rose, Snyder & Jacobs LLP*

of Daszkal Bolton LLP*

13a-14(a)/ 15d-14(a) Certification of Principal Executive Officer*

13a-14(a)/ 15d-14(a) Certification of Principal Financial Officer*

Certification

of CEO pursuant to 18.

Section 1350 as adopted, pursuant to Section 906 of Sarbanes-Oxley Act of 2002**

Certification of CFO pursuant to 18.

Certification

of CFO pursuant to 18.

Section 1350 as adopted, pursuant to Section 906 of Sarbanes-Oxley Act of 2002**

Clawback Policy of the Company*

Inline XBRL Instance Document

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