EDVA filing — read by section

U.S.
SECURITIES AND EXCHANGE COMMISSION 

 Washington, D.C. 20549 

 FORM
 10-Q 

 ☒ 
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 

 For the quarterly period ended June 30, 2024 

 ☐ 
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 

 For the transition period from _______ to _________ 

 Commission File No. 001-40471 

 SPLASH BEVERAGE GROUP, INC. 

(Exact name of registrant as specified in its charter)

 Nevada 
 
 34-1720075 

 (State or other jurisdiction of

incorporation or formation) 
 
 (I.R.S. employer

identification number) 

 1314 E Las Olas Blvd. Suite 221 

 Fort Lauderdale , FL 33301 

 (Address of principal executive offices) (Zip code) 

 ( 954 ) 745-5815 

 ( Registrant’s telephone number, including area code)

 Not Applicable 

(Former name, former address and former fiscal year, if changed since last report)

 Securities registered pursuant to Section 12(b) of
the Act:

 Title of each class 
 
 Trading Symbol 
 
 Name of each exchange on which registered 

 Common Stock, $0.001 value per share 
 
 SBEV 
 
 NYSE American LLC 

 Warrants to purchase common stock, $0.001 par value per share 
 
 SBEV-WT 
 
 NYSE American LLC 

 Indicate by check mark whether the registrant (1)
has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days.

 ☒ Yes 
 ☐ No

 Indicate by check mark whether the registrant has
submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of
this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

 ☒ Yes 
 ☐ No

 Indicate by check mark whether the registrant is a
large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See
the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and
“emerging growth company” in Rule 12b-2 of the Exchange Act.

 Large accelerated filer ☐ 
 
 Accelerated filer ☐ 

 Non-accelerated filer ☒ 
 
 Smaller reporting company ☒ 

Emerging growth company ☐ 

 If an emerging growth company, indicate by check mark
if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act. ☐ 

 Indicate by check mark whether the registrant is a
shell company (as defined in Rule 12b-2 of the Exchange Act).

 ☐ Yes
 ☒ No

 Check whether the registrant has filed all documents
and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed
by a court. ☐ Yes ☐ No

 As of August 14, 2024, there
were 57,467,762 shares of Common Stock issued and outstanding.

 SPLASH BEVERAGE GROUP, INC. 

 FORM 10-Q 

 June 30, 2024 

 TABLE OF CONTENTS 

 Page 

 PART I:
 FINANCIAL INFORMATION 
 
 ITEM 1: 
 FINANCIAL STATEMENTS 
 1 

 Condensed Consolidated Balance Sheets 
 2 

 Condensed Consolidated Statements of Operations and Comprehensive Loss 
 3 

 Condensed Consolidated Statement of Changes in Shareholders’ Equity 
 4 

 Condensed Consolidated Statements of Cash Flows 
 5 

 Notes to the Condensed Consolidated Financial Statements 
 6 

 ITEM 2: 
 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 
 19 

 ITEM 3: 
 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 
 22 

 ITEM 4: 
 CONTROLS AND PROCEDURES 
 22 

 PART II:
 OTHER INFORMATION 
 
 ITEM 1 
 LEGAL PROCEEDINGS 
 23 

 ITEM 1A: 
 RISK FACTORS 
 23 

 ITEM 2: 
 UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS 
 23 

 ITEM 3: 
 DEFAULTS UPON SENIOR SECURITIES 
 23 

 ITEM 4: 
 MINE SAFETY DISCLOSURES 
 23 

 ITEM 5: 
 OTHER INFORMATION 
 23 

 ITEM 6: 
 EXHIBITS 
 24 

 SIGNATURES 
 25 

 i 

 PART I – FINANCIAL
INFORMATION 

 ITEM 1. FINANCIAL STATEMENTS 

 Splash Beverage Group, Inc. 

Condensed Consolidated Financial Statements 

 June 30, 2024 

 1 

 Splash Beverage Group, Inc. 

 Condensed Consolidated Balance Sheets 

 June 30, 2024 and December 31, 2023 

 June 30,
 2024 
 December 31, 2023 

 Assets 
 (unaudited) 
 
 Current assets: 
 
 Cash and cash equivalents 
 $ 8,298 
 $ 379,978 

 Accounts receivable, net 
 669,130 
 890,631 

 Prepaid expenses 
 315,782 
 220,320 

 Inventory 
 1,305,691 
 2,252,469 

 Other receivables 
 238,687 
 233,850 

 Total current assets 
 2,537,588 
 3,977,248 

 Non-current assets: 
 
 Deposits 
 $ 49,351 
 $ 49,446 

 Goodwill 
 256,823 
 256,823 

 Intangible assets, net 
 4,263,275 
 4,459,309 

 Investment in Salt Tequila USA, LLC 
 250,000 
 250,000 

 Right of use assets 
 426,702 
 556,140 

 Property and equipment, net 
 274,073 
 349,802 

 Total non-current assets 
 5,520,224 
 5,921,520 

 Total assets 
 $ 8,057,812 
 $ 9,898,768 

 Liabilities and Stockholders’ Equity 
 
 Liabilities: 
 
 Current liabilities 
 
 Accounts payable and accrued expenses 
 $ 4,923,607 
 $ 4,444,286 

 Right of use liability, current portion 
 270,606 
 262,860 

 Related party notes payable 
 350,000 
 380,000 

 Notes payable, net of discounts 
 8,719,203 
 7,748,518 

 Shareholder advances 
 200,000 
 200,000 

 Accrued interest payable 
 2,356,838 
 1,714,646 

 Total current liabilities 
 16,820,254 
 14,750,310 

 Long-term liabilities: 
 
 Notes payable, net of discounts 
 1,432,409 
 457,656 

 Right of use liability – net of current portion 
 158,987 
 296,128 

 Total long-term liabilities 
 1,591,396 
 753,784 

 Total liabilities 
 18,411,650 
 15,504,094 

 Stockholders’ equity: 
 
 Preferred stock, $ 0.001 par value, 5,000,000 shares authorized, no shares issued 
 — 
 — 

 Common Stock, $ 0.001 par, 300,000,000 shares authorized, 53,886,610 shares issued, 44,330,099 shares outstanding at June 30, 2024 and December 31, 2023 
 53,887 
 44,330 

 Additional paid in capital 
 131,689,440 
 127,701,710 

 Accumulated other comprehensive loss 
 ( 23,838 ) 
 ( 16,583 ) 

 Accumulated deficit 
 ( 142,073,327 ) 
 ( 133,334,783 ) 

 Total stockholders’ equity 
 ( 10,353,838 ) 
 ( 5,605,326 ) 

 Total liabilities and stockholders’ equity 
 $ 8,057,812 
 $ 9,898,768 

 The accompanying notes are an integral part of these
condensed consolidated financial statements.

 2 

 Splash Beverage Group, Inc. 

 Condensed Consolidated Statements of Operations and Comprehensive Loss 

 For the Three Months and Six Months Ended June 30, 2024 and 2023 

 (Unaudited) 

 Three months ended June 30 
 
 Six months ended June 30, 

 2024 
 
 2023 
 
 2024 
 
 2023 

 Net revenues 
 
 1,046,782 
 
 5,194,951 
 
 2,587,462 
 
 11,017,678 
 
 Cost of goods sold 
 
 ( 802,352 
 ) 
 
 ( 3,417,868 
 ) 
 
 ( 2,179,417 
 ) 
 
 ( 7,479,096 
 ) 

 Gross profit 
 
 244,430 
 
 1,777,083 
 
 408,045 
 
 3,538,582 
 
 Operating expenses: 
 
 Contracted services 
 
 201,036 
 
 331,297 
 
 419,865 
 
 712,302 
 
 Salary and wages 
 
 1,243,175 
 
 1,364,136 
 
 2,478,101 
 
 2,598,263 
 
 Non-cash share-based compensation 
 
 1,342,317 
 
 641,097 
 
 1,898,989 
 
 856,857 
 
 Other general and administrative 
 
 934,010 
 
 2,919,533 
 
 2,135,041 
 
 5,568,234 
 
 Sales and marketing 
 
 214,812 
 
 742,369 
 
 417,266 
 
 1,479,196 
 
 Total operating expenses 
 
 3,935,350 
 
 5,998,432 
 
 7,349,262 
 
 11,214,852 
 
 Loss from operations 
 
 ( 3,690,920 
 ) 
 
 ( 4,221,349 
 ) 
 
 ( 6,941,217 
 ) 
 
 ( 7,676,270 
 ) 

 Other income/(expense): 
 
 Interest income 
 
 503 
 
 1,320 
 
 835 
 
 1,320 
 
 Interest expense 
 
 ( 622,063 
 ) 
 
 ( 172,641 
 ) 
 
 ( 1,154,661 
 ) 
 
 ( 339,762 
 ) 

 Other Income/Expense 
 
 ( 406 
 ) 
 
 ( 90,585 
 ) 
 
 ( 1,902 
 ) 
 
 49,819 
 
 Amortization of debt discount 
 
 ( 1,013,816 
 ) 
 
 ( 1,126,994 
 ) 
 
 ( 1,900,654 
 ) 
 
 ( 1,374,655 
 ) 

 Total other income/(expense) 
 
 ( 1,635,782 
 ) 
 
 ( 1,388,900 
 ) 
 
 ( 3,056,382 
 ) 
 
 ( 1,663,278 
 ) 

 Provision for income taxes 
 
 — 
 
 — 
 
 — 
 
 — 
 
 Net loss 
 
 $ 
 ( 5,326,702 
 ) 
 
 $ 
 ( 5,610,249 
 ) 
 
 $ 
 ( 9,997,599 
 ) 
 
 $ 
 ( 9,339,548 
 ) 

 Other Comprehensive Income (Loss) 
 
 Foreign currency translation loss 
 
 182 
 
 ( 15,774 
 ) 
 
 ( 7,255 
 ) 
 
 ( 17,382 
 ) 

 Total Comprehensive Income (Loss) 
 
 $ 
 ( 5,326,520 
 ) 
 
 $ 
 ( 5,626,023 
 ) 
 
 $ 
 ( 10,004,854 
 ) 
 
 $ 
 ( 9,356,930 
 ) 

 (Loss) per share - continuing operations 
 
 Basic and diluted 
 
 $ 
 ( 0.11 
 ) 
 
 $ 
 ( 0.13 
 ) 
 
 $ 
 ( 0.21 
 ) 
 
 $ 
 ( 0.22 
 ) 

 Weighted average number of common shares outstanding - continuing operations 
 
 Basic and diluted 
 
 49,115,864 
 
 42,058,047 
 
 46,949,819 
 
 41,575,470 
 
 The accompanying notes are an integral part of these
condensed consolidated financial statements.

 3 

 Splash Beverage Group, Inc. 

 Condensed Consolidated Statement of Changes
in Stockholders’ Equity 

 For the Six months ended June 30, 2024 and 2023 

 (Unaudited) 

 Common Shares 
 
 Amount 
 
 Additional paid-in capital 
 
 Accumulated other comprehensive loss 
 
 Accumulated deficit 
 
 Total
 stockholders’ equity 

 Balances at December 31, 2022 
 
 41,085,520 
 
 $ 
 41,086 
 
 $ 
 121,632,546 
 
 $ 
 ( 20,472 
 ) 
 
 $ 
 ( 112,331,026 
 ) 
 
 $ 
 9,322,134 
 
 Common stock issuable and beneficial conversion feature on convertible 12-month promissory note 
 
 — 
 
 — 
 
 1,786,468 
 
 — 
 
 — 
 
 1,786,468 
 
 Share based compensation 
 
 — 
 
 — 
 
 215,760 
 
 — 
 
 — 
 
 215,760 
 
 Accumulated Comprehensive loss – translation, net 
 
 — 
 
 — 
 
 — 
 
 ( 1,609 
 ) 
 
 — 
 
 ( 1,609 
 ) 

 Net loss 
 
 — 
 
 — 
 
 — 
 
 — 
 
 ( 3,729,299 
 ) 
 
 ( 3,729,299 
 ) 

 Balances at March 31, 2023 
 
 41,085,520 
 
 $ 
 41,086 
 
 $ 
 123,634,774 
 
 $ 
 ( 22,081 
 ) 
 
 $ 
 ( 116,060,325 
 ) 
 
 $ 
 7,593,454 
 
 Issuance of common stock on convertible instruments 
 
 1,500,000 
 
 1,500 
 
 ( 1,500 
 ) 
 
 — 
 
 — 
 
 — 
 
 Share based compensation 
 
 — 
 
 — 
 
 509,232 
 
 — 
 
 — 
 
 509,232 
 
 Issuance of common stock for services 
 
 216,666 
 
 216 
 
 223,449 
 
 — 
 
 — 
 
 223,665 
 
 Issuance of warrants on convertible instruments 
 
 — 
 
 — 
 
 1,269,669 
 
 — 
 
 — 
 
 1,269,669 
 
 Accumulated Comprehensive loss – translation, net 
 
 — 
 
 — 
 
 — 
 
 ( 15,773 
 ) 
 
 — 
 
 ( 15,773 
 ) 

 Net loss 
 
 — 
 
 — 
 
 — 
 
 — 
 
 ( 5,610,249 
 ) 
 
 ( 5,610,249 
 ) 

 Balances at June 30, 2023 
 
 42,802,186 
 
 42,802 
 
 $ 
 125,635,624 
 
 $ 
 ( 37,854 
 ) 
 
 $ 
 ( 121,670,574 
 ) 
 
 $ 
 3,969,998 
 
 Balances at December 31, 2023 
 
 44,330,099 
 
 $ 
 44,330 
 
 $ 
 127,701,710 
 
 $ 
 ( 16,583 
 ) 
 
 $ 
 ( 133,334,783 
 ) 
 
 $ 
 ( 5,605,326 
 ) 

 Issuance of common stock for note extension 
 
 200,000 
 
 200 
 
 107,800 
 
 — 
 
 — 
 
 108,000 
 
 Share based compensation 
 
 — 
 
 — 
 
 271,672 
 
 — 
 
 — 
 
 271,672 
 
 Adoption of ASU 2020-06 
 
 ( 2,191,103 
 ) 
 
 1,259,057 
 
 ( 932,046 
 ) 

 Issuance of warrants on convertible instruments 
 
 — 
 
 — 
 
 768,346 
 
 — 
 
 — 
 
 768,346 
 
 Conversion of notes payable to common stock 
 
 1,552,000 
 
 1,552 
 
 386,448 
 
 — 
 
 — 
 
 388,000 
 
 Issuance of common stock for services 
 
 300,000 
 
 300 
 
 176,700 
 
 — 
 
 — 
 
 177,000 
 
 Accumulated Comprehensive loss – translation, net 
 
 — 
 
 — 
 
 — 
 
 ( 7,437 
 ) 
 
 — 
 
 ( 7,437 
 ) 

 Net loss 
 
 — 
 
 — 
 
 — 
 
 — 
 
 ( 4,670,897 
 ) 
 
 ( 4,670,897 
 ) 

 Balances at March 31, 2024 
 
 46,382,099 
 
 $ 
 46,382 
 
 $ 
 127,221,573 
 
 $ 
 ( 24,020 
 ) 
 
 $ 
 ( 136,746,623 
 ) 
 
 $ 
 ( 9,502,688 
 ) 

 Issuance of common stock for New note 
 
 925,000 
 
 925 
 
 295,075 
 
 — 
 
 — 
 
 296,000 
 
 Share based compensation 
 
 — 
 
 — 
 
 893,648 
 
 — 
 
 — 
 
 893,648 
 
 Issuance of warrants on convertible instruments 
 
 — 
 
 — 
 
 1,751,400 
 
 — 
 
 — 
 
 1,745,328 
 
 Conversion of notes payable to common stock 
 
 6,059,511 
 
 6,060 
 
 1,375,597 
 
 — 
 
 — 
 
 1,387,726 
 
 Issuance of common stock for services 
 
 520,000 
 
 520 
 
 152,150 
 
 — 
 
 — 
 
 152,670 
 
 Accumulated Comprehensive loss – translation, net 
 
 — 
 
 — 
 
 — 
 
 182 
 
 — 
 
 182 
 
 Net loss 
 
 — 
 
 — 
 
 — 
 
 — 
 
 ( 5,326,702 
 ) 
 
 ( 5,326,703 
 ) 

 Balances at June 30, 2024 
 
 53,886,610 
 
 $ 
 53,887 
 
 $ 
 131,689,440 
 
 $ 
 ( 23,838 
 ) 
 
 $ 
 ( 142,073,327 
 ) 
 
 $ 
 ( 10,353,838 
 ) 

 The accompanying notes are an integral part of these
condensed consolidated financial statements.

 4 

 Splash Beverage Group, Inc. 

 Condensed Consolidated Statement of Cash Flows 

 For the Six Months Ended June 30, 2024 and 2023 

 (Unaudited) 

 2024 
 2023 

 Net loss 
 $ ( 9,997,599 ) 
 $ ( 9,339,548 ) 

 Adjustments to reconcile net loss to net cash used in operating activities: 
 
 Depreciation and amortization 
 270,263 
 267,690 

 Amortization of debt discount 
 1,900,654 
 1,374,655 

 ROU assets, net 
 42 
 616 

 Non-cash share-based compensation 
 1,898,989 
 1,080,523 

 Changes in working capital items: 
 
 Accounts receivable, net 
 221,501 
 ( 142,398 ) 

 Inventory, net 
 946,778 
 274,016 

 Prepaid expenses and other current assets 
 ( 100,299 ) 
 102,444 

 Deposits 
 96 
 ( 141 ) 

 Accounts payable and accrued expenses 
 479,322 
 ( 299,016 ) 

 Accrued interest payable 
 642,192 
 159,068 

 Net cash used in operating activities 
 ( 3,738,061 ) 
 ( 6,522,091 ) 

 Cash flows from investing activities: 
 
 Capital expenditures 
 1,500 
 ( 12,613 ) 

 Net cash provided by investing activities 
 1,500 
 ( 12,613 ) 

 Cash flows from financing activities: 
 
 Cash advance from related party 
 125,000 
 250,000 

 Cash advance repayment from related party 
 ( 155,000 ) 
 
 Cash advance from shareholder 
 — 
 200,000 

 Proceeds from convertible promissory note 
 4,705,000 
 3,150,000 

 Principal repayment of debt 
 ( 1,302,864 ) 
 ( 576,424 ) 

 Net cash provided by financing activities 
 3,372,136 
 3,023,576 

 Net cash effect of exchange rate changes on cash 
 ( 7,255 ) 
 ( 17,382 ) 

 Net change in cash and cash equivalents 
 ( 371,680 ) 
 ( 3,528,510 ) 

 Cash and cash equivalents, beginning of year 
 379,978 
 4,431,745 

 Cash and cash equivalents, end of period 
 $ 8,298 
 $ 903,235 

 Supplemental disclosure of cash flow information: 
 
 Cash paid for Interest 
 $ 479,463 
 $ 180,695 

 Supplemental disclosure of non-cash investing and financing activities 
 
 Notes payable and accrued interest converted to common stock (6,861,422 shares in 2024) 
 1,769,656 
 — 

 Creation of debt discounts from the issuance of equity instruments 
 2,815,743 
 2,388,767 

 The accompanying notes are an integral part of these
condensed consolidated financial statements.

 5 

 Splash Beverage Group, Inc. 

 Notes to the Condensed Consolidated Financial
Statements 

 Note 1 – Business Organization and Nature of Operations 

 Splash Beverage Group, Inc. (the “Company”,
“Splash”) seeks to identify, acquire, and build early stage or under-valued beverage brands that have strong growth potential
within its distribution system. Splash’s distribution system is comprehensive in the US and is now planning to expand to select
attractive international markets. Through its division Qplash, Splash’s distribution reach includes e-commerce access to both business-to-business
(B2B) and business-to-consumer (B2C) customers. Qplash markets well known beverage brands to customers throughout the US that prefer delivery
direct to their office, facilities, and or homes.

 Note 2 – Summary
of Significant Accounting Policies 

 Basis of Accounting 

 The accompanying condensed consolidated financial
statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”),
and the requirements of the U.S. Securities and Exchange Commission (the “SEC”) for interim reporting. As permitted under
those rules, certain footnotes or other financial information that are normally required by U.S. GAAP can be condensed or omitted. Accordingly,
they do not include all of the information and footnotes normally included in financial statements prepared in conformity with U.S. GAAP.
They should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s 2023 Annual
Report on Form 10-K, filed with the SEC on March 31,2024 (the “Form 10-K”).

 The accompanying condensed consolidated financial
statements are unaudited and include all adjustments (consisting of normal recurring adjustments) that management considers necessary
for a fair presentation of its condensed financial position and results of operations for the interim periods presented. The results of
operations for the interim periods are not necessarily indicative of the results that may be expected for the entire year.

 Basis of Presentation and Consolidation 

 These consolidated financial statements include the
accounts of Splash and its wholly owned subsidiaries Splash Beverage Holdings LLC (“Holdings”), Splash International Holdings
LLC (“International”), Splash Mex SA de CV (“Splash Mex”), and Copa di Vino Wine Group, Inc. (“Copa di Vino”).
All intercompany balances have been eliminated in consolidation.

 Our investment in Salt Tequila USA, LLC is accounted
for at cost, as the company does not have the ability to exercise significant influence.

 Our accounting and reporting policies confirm to accounting
principles generally accepted in the United States of America (GAAP).

 Use of Estimates 

 The preparation of consolidated financial statements
in conformity with GAAP requires our management to make estimates and assumptions that affect the reported amounts of assets and liabilities
and disclosures of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts
of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 Cash Equivalents and Concentration of Cash
Balance 

 The Company considers all highly liquid securities
with an original maturity of three months or less to be cash equivalents. The Company had no cash equivalents at June 30, 2024 or December
31, 2023.

 Our cash in bank deposit accounts, at times, may exceed
federally insured limits of $250,000. At June 30, 2024 and December 31, 2023, the Company’s cash on deposit with financial institutions,
at times, had not exceeded federally insured limits of $250,000.

 6 

 Splash Beverage Group, Inc. 
 
 Notes to the Condensed Consolidated
Financial Statements 
 
 Note 2 – Summary of Significant Accounting
Policies, continued 
 
 Accounts Receivable and Allowance for Doubtful
Accounts 

 Accounts receivable are carried at their estimated
recoverable amounts and are periodically evaluated for collectability based on past credit history with clients and other factors. The
Company establishes provisions for losses on accounts receivable on the basis of loss experience, known and inherent risk in the account
balance, and current economic conditions. At June 30, 2024 and December 31, 2023, our accounts receivable amounts are reflected net of
allowances of $ 669,130 and $ 890,631 , respectively.

 Inventory 

 Inventory is stated at the lower of cost or net realizable
value, accounted for using the weighted average cost method. The inventory balances at June 30, 2024 and December 31, 2023 consisted of
raw materials, work-in-process, and finished goods held for distribution. The cost elements of inventory consist of purchase of products,
transportation, and warehousing. The Company establish provisions for excess or inventory near expiration are based on management’s
estimates of forecast turnover of inventories on hand and under contract. A significant change in the timing or level of demand for certain
products as compared to forecast amounts may result in recording additional provisions for excess or expired inventory in the future.
Provisions for excess inventory are included in cost of goods sold and have historically been adequate to provide for losses on inventory. The
Company manages inventory levels and purchase commitments in an effort to maximize utilization of inventory on hand and under commitments.
The amount of our reserve was $ 236,100 and $ 290,524 at June 30, 2024 and December 31, 2023, respectively.

 Property and Equipment 

 The Company records property and equipment at cost
when purchased. Depreciation is recorded for property, equipment, and software using the straight-line method over the estimated economic
useful lives of assets, which range from 3-39 years. Company management reviews the recoverability of all long-lived assets, including
the related useful lives, whenever events or changes in circumstances indicate that the carrying amount of a long-lived asset might not
be recoverable.

 Depreciation expense totaled $ 37,015 and $ 31,665 for
the three months ended June 30, 2024 and June 30, 2023, respectively. For the six months ended June 30, 2024 and June 30, 2023 depreciation
expense totaled $ 74,229 and $ 78,366 respectively. Property and equipment as of June 30, 2024 and December 31, 2023 consisted of the following:

 Schedule of property and equipment 
 
 2024 
 2023 

 Auto 
 45,420 
 45,420 

 Machinery & equipment 
 1,160,578 
 1,160,578 

 Buildings 
 233,323 
 233,323 

 Leasehold improvements 
 723,639 
 723,638 

 Computer Software 
 5,979 
 5,979 

 Office furniture & equipment 
 7,657 
 9,157 

 Total cost 
 2,176,596 
 2,178,095 

 Accumulated depreciation 
 ( 1,902,522 ) 
 ( 1,828,293 ) 

 Property, plant & equipment, net 
 274,074 
 349,802 

 Excise taxes 

 The Company pays alcohol excise taxes based on product
sales to both the Oregon Liquor Control Commission and to the U.S. Department of the Treasury, Alcohol and Tobacco Tax and Trade Bureau
(TTB). The Company also pays taxes to the State of Florida – Division of Alcoholic Beverages and Tobacco. The Company is liable
for the taxes upon the removal of product from the Company’s warehouse on a per gallon basis. The federal tax rate is affected by
a small winery tax credit provision which decreases based upon the number of gallons of wine production in a year rather than the quantity
sold.

 7 

 Splash Beverage Group, Inc. 
 
 Notes to the Condensed Consolidated Financial Statements 
 
 Note 2 – Summary of Significant Accounting
Policies, continued 
 
 Fair Value of Financial Instruments 

 Financial Accounting Standards (“FASB”)
guidance specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable.
Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. The hierarchy
gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and
the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy are as follows:

 Level 1 - 
 Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 1 primarily consists of financial instruments whose value is based on quoted market prices such as exchange-traded instruments and listed equities. 

 Level 2 - 
 Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly (e.g., quoted prices of similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in markets that are not active). 

 Level 3 - 
 Unobservable inputs for the asset or liability. Financial instruments are considered Level 3 when their fair values are determined using pricing models, discounted cash flows or similar techniques and at least one significant model assumption or input is unobservable. 

 The liabilities and indebtedness presented on the
condensed consolidated financial statements approximate fair values at June 30, 2024 and December 31, 2023, consistent with recent negotiations
of notes payable and due to the short duration of maturities and market rates of interest.

 Embedded debt costs
in convertible debt instruments 

 In August 2020, the FASB issued “ASU 2020-06,
Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic
815-40)” (“ ASU 2020-06 ”) which simplifies the accounting for convertible instruments. The guidance removes certain
accounting models which separate the embedded conversion features from the host contract for convertible instruments. Either a modified
retrospective method of transition or a fully retrospective method of transition was permissible for the adoption of this standard. Update
No. 2020-06 is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early
adoption was permitted no earlier than the fiscal year beginning after December 15, 2020. The Company has adopted ASU 2020-06 effective
January 1, 2024 and has removed the effects of any embedded conversion features from certain of our convertible instruments.

 Revenue Recognition 

 The Company recognizes revenue under ASC 606, Revenue
from Contracts with Customers (Topic 606). This guidance sets forth a five-step model which depicts the recognition of revenue in an amount
that reflects what the Company expects to receive in exchange for the transfer of goods or services to customers.

 The Company recognizes revenue when the Company’s
performance obligations under the terms of a contract with the customer are satisfied. Product sales occur for the Splash Beverage and
E-commerce businesses once control of the Company’s products are transferred upon delivery to the customer. Revenue is measured
as the amount of consideration that the Company expects to receive in exchange for transferring goods, and revenue is presented net of
provisions for customer returns and allowances. The amount of consideration the Company receives and revenue the Company recognizes varies
with changes in customer incentives offered to the Company’s customers and their customers. Sales taxes and other similar taxes
are excluded from revenue.

 8 

 Splash Beverage Group, Inc. 
 
 Notes to the Condensed Consolidated Financial
Statements 
 
 Note 2 – Summary of Significant Accounting
Policies, continued 
 
 Distribution expenses to transport our products, and
warehousing expense after manufacture are accounted for in Other General and Administrative cost.

 Cost of Goods Sold 

 Cost of goods sold include the costs of products,
packaging, transportation, warehousing, and costs associated with valuation allowances for expired, damaged or impaired inventory. The
cost of transportation from production site to other 3 rd party warehouses or customer is included in Other General and Administrative
cost.

 Other General and Administrative Expenses 

 Other General and Administrative expenses includes
Amazon selling fees, royalty cost for selling TapouT, cost associated with the outbound shipping and handling of finished goods, insurance
cost, consulting cost, legal and audit fees, investor relations expenses, travel & entertainment expenses, occupancy cost and other
costs.

 Stock-Based Compensation 

 The Company accounts for stock-based compensation
in accordance with ASC 718, ” Compensation - Stock Compensation” . Under the fair value recognition provisions,
cost is measured at the grant date based on the fair value of the award and is recognized as expense ratably over the requisite service
period, which is generally the award’s vesting period. The Company uses the Black-Scholes option pricing model to determine the
fair value of stock-based awards.

 We measure stock-based awards at the grant-date fair
value for employees, directors and consultants and recognize compensation expense on a straight-line basis over the vesting period of
the award. Determining the appropriate fair value of stock-based awards requires the input of subjective assumptions, including the fair
value of our common stock, and for stock options and warrants, the expected life of the option and warrant, and expected stock price volatility
and exercise price. We used the Black-Scholes option pricing model to value its stock-based awards. The assumptions used in calculating
the fair value of stock-based awards represent management’s best estimates and involve inherent uncertainties and the application
of management’s judgment. As a result, if factors change and management uses different assumptions, stock-based compensation expense
could be materially different for future awards. The expected life of stock options/warrants were estimated using the “simplified
method,” which calculates the expected term as the midpoint between the weighted average time to vesting and the contractual maturity,
we have limited historical information to develop reasonable expectations about future exercise patterns. The simplified method is based
on the average of the vesting tranches and the contractual life of each grant. For stock price volatility, we use comparable public companies
as a basis for its expected volatility to calculate the fair value of award. The risk-free interest rate is based on U.S. Treasury notes
with a term approximating the expected life of the award. The estimation of the number of awards that will ultimately vest requires judgment,
and to the extent actual results or updated estimates differ from the Company’s current estimates, such amounts are recognized as
an adjustment in the period in which estimates are revised.

 Income Taxes 

 The Company uses the liability method of accounting
for income taxes as set forth in ASC 740, ” Income Taxes” . Under the liability method, deferred taxes are determined
based on the temporary differences between the financial statement and tax basis of assets and liabilities using tax rates expected to
be in effect during the years in which the basis differences reverse. The Company records a valuation allowance when it is more likely
than not that the deferred tax assets will be realized.

 Company management assesses its income tax positions
and records tax benefits for all years subject to examination based upon its evaluation of the facts, circumstances and information available
at the reporting date. In accordance with ASC 740-10, for those tax positions where there is a greater than 50% likelihood that a tax
benefit will be sustained, our policy is to record the largest amount of tax benefit that is more likely than not to be realized upon
ultimate settlement with a taxing authority that has full knowledge of all relevant information.

 9 

 Splash Beverage Group, Inc. 
 
 Notes to the Condensed Consolidated Financial
Statements 
 
 Note 2 – Summary of Significant Accounting Policies, continued 
 
 For those income tax positions where there is less
than 50 % likelihood that a tax benefit will be sustained, no tax benefit will be recognized in the financial statements. Company management
has determined that there are no material uncertain tax positions at June 30, 2024 and December 31, 2023.

 Net income (loss) per share 

 The net income (loss) per share is computed by dividing
the net income (loss) by the weighted average number of shares of common stock outstanding. Warrants, stock options, and common stock
issuable upon the conversion of the Company’s convertible debt or preferred stock (if any), are not included in the computation
if the effect would be anti-dilutive.

 Weighted average number of shares outstanding excludes
anti-dilutive common stock equivalents, including warrants to purchase shares of common stock and warrants granted by our Board that have
not been exercised totaling 99,532,833 .

 Advertising 

 The Company conducts advertising for the promotion
of its products. In accordance with ASC 720-35, advertising costs are charged to operations when incurred. For the three months ended
June 30, 2024 and June 30, 2023 the Company recorded advertising expenses of $ 109,624 and $ 194,415 , respectively. The Company recorded
advertising expense of $ 187,251 and $ 389,462 for the six months ended June 30, 2024 and 2023, respectively.

 Goodwill and Intangibles Assets 

 Goodwill represents the excess of acquisition cost
over the fair value of the net assets acquired and is not subject to amortization. The Company reviews goodwill annually in the fourth
quarter for impairment or when circumstances indicate carrying value may exceed the fair value. This evaluation is performed at the reporting
unit level. If a qualitative assessment indicates that it is more likely than not that the fair value is less than carrying value, a quantitative
analysis is completed using either the income or market approach, or a combination of both. The income approach estimates fair value based
on expected discounted future cash flows, while the market approach uses comparable public companies and transactions to develop metrics
to be applied to historical and expected future operating results.

 The gross amounts and accumulated amortization of
the Company’s acquired identifiable intangible assets with finite useful lives, included in other intangible assets, net in the
accompanying consolidated balance sheets, were as follows:

 Schedule of intangible assets, net 
 
 June 30, 2024 
 
 Gross
 Amount 
 Accumulated
 Amortization 
 Amortization
 Period 

 Finite: 
 
 (in years) 

 Brands 
 $ 4,459,000 
 $ 1,040,437 
 15 

 Customer Relationships 
 957,000 
 223,300 
 15 

 License 
 360,000 
 248,988 
 11 

 Total Intangible Assets 
 $ 5,776,000 
 $ 1,512,725 
 
 At the time of acquisition, the Company estimates
the fair value of the acquired identifiable intangible assets based upon the facts and circumstances related to the particular intangible
asset. Inherent in such estimates are judgments and estimates of future revenue, profitability, cash flows and appropriate discount rates
for any present value calculations. The Company preliminarily estimates the value of the acquired identifiable intangible assets and then
finalizes the estimated fair values during the purchase allocation period, which does not extend beyond 12 months from the date of acquisition.
The Company’s amortization expense for acquired identifiable intangible assets with finite useful lives was $ 98,017 for the three
months ended June 30, 2024 and 2023. Estimated amortization expense for acquired identifiable intangible assets for fiscal year 2024 and
the succeeding years is as follows:

 10 

 Splash Beverage Group, Inc. 
 
 Notes to the Condensed Consolidated Financial
Statements 
 
 Note 2 – Summary of Significant Accounting
Policies, continued 
 
 Schedule of estimated amortization expense for acquired identifiable intangible assets 
 
 Future Intangible Asset

Amortization Expense 

 Fiscal Year: 
 
 2024 (6 months) 
 $ 196,034 

 2025 
 392,068 

 2026 
 392,068 

 2027 
 392,068 

 2028 
 363,580 

 Thereafter 
 2,527,457 

 Total 
 $ 4,263,275 

 Long-lived assets 

 The Company evaluates long-lived assets for impairment
when events or changes in circumstances may indicate the carrying amount of the asset group, generally an individual warehouse, may not
be fully recoverable. For asset groups held and used, including warehouses to be relocated, the carrying value of the asset group is considered
recoverable when the estimated future undiscounted cash flows generated from the use and eventual disposition of the asset group exceed
the respective carrying value. In the event that the carrying value is not considered recoverable, an impairment loss is recognized for
the asset group to be held and used equal to the excess of the carrying value above the estimated fair value of the asset group. For asset
groups classified as held-for-sale (disposal group), the carrying value is compared to the disposal group’s fair value less costs
to sell. The Company estimates fair value by obtaining market appraisals from third party brokers or using other valuation techniques.

 Foreign Currency Gains/Losses 

 Foreign Currency Gains/Losses — foreign subsidiaries’
functional currency is the local currency of operations and the net assets of foreign operations are translated into U.S. dollars using
current exchange rates. Gains or losses from these translation adjustments are included in the condensed consolidated statement of operations
and other comprehensive loss as foreign currency translation gains or losses. Translation gains and losses that arise from the translation
of net assets from functional currency to the reporting currency, as well as exchange gains and losses on intercompany balances, are included
in foreign currency translation in the condensed consolidated statement of operations and comprehensive loss. The Company incurred foreign
currency translation net gain of $ 182 and net loss of $ 15,774 for the three months ending June 30, 2024 and 2023, respectively and net
loss of $ 7,255 and $ 17,382 for the six months ending June 30, 2024 and 2023, respectively.

 Liquidity, Capital Resources and Going Concern Considerations 

 The Company’s consolidated financial statements
have been prepared on the basis of US GAAP for a going concern, on the premise that the Company is able to meet its obligations as they
come due in the normal course of business. The Company historically has incurred significant losses and negative cash flows from operation
since inception and had net-loss of approximately $ 10 .0 million for six-month period ended June 30, 2024 and accumulated deficit of approximately
$142.1 million through June 30, 2024. During the six-month period ended June 30, 2024, the Company’s net cash used in operating
activities totaled approximately $ 3.7 million. Additionally, the Company’s current liabilities exceed its current assets, and it
has a working capital deficit.

 During the year ended December 31, 2023, the Company
sustained a net loss of approximately $ 21 .0 million and used cash in operating activities of $ 10.2 million, which excludes non-cash charges
and financing activities. To date the Company has generated cash flows from issuances of equity and indebtedness.

 11 

 Splash Beverage Group, Inc. 
 
 Notes to the Condensed Consolidated Financial
Statements 
 
 Note 2 – Summary of Significant Accounting
Policies, continued 
 
 The Company received approximately $ 4.7 million from
the issuance of debt for the six months ending June 30, 2024. This event served to ensure liquidity of the business through June 30, 2024.

 Management’s plans in regard to these matters
include actions to sustain the Company’s operations, such as seeking additional funding to meet its obligations and implement its
business plan. However, there is no assurance that the Company will be successful in implementing its plans or in raising additional funds.
If the Company is unable to raise additional funding to meet its working capital needs in the future, it may be forced to delay, reduce,
or cease its operations. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

 The financial statements do not include any adjustments
that might result from the outcome of this uncertainty. If the Company is unable to continue as a going concern, adjustments would be
necessary to the carrying values of its assets and liabilities and the reported amounts of revenues and expenses could be materially affected.

 Recent Accounting Pronouncements 

 In August 2020, the FASB issued “ASU 2020-06,
Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic
815-40)” (“ASU 2020-06”) which simplifies the accounting for convertible instruments. The guidance removes certain accounting
models which separate the embedded conversion features from the host contract for convertible instruments. Either a modified retrospective
method of transition or a fully retrospective method of transition was permissible for the adoption of this standard.

 Update No. 2020-06 is effective for fiscal years beginning
after December 15, 2021, including interim periods within those fiscal years. Early adoption was permitted no earlier than the fiscal
year beginning after December 15, 2020. The Company has adopted ASU 2020-06 effective January 1, 2024, the Company recorded approximately
$ 2.2 million as a reduction to the additional paid in capital and added approximately $ 1.3 million to the opening retained earnings in
accordance with the authoritative guidance under ASU 2020-06.

 All other newly issued but not yet effective accounting
pronouncements have been deemed to be not applicable or immaterial to the Company.

 12 

 Splash Beverage Group, Inc. 
 
 Notes to the Condensed Consolidated Financial
Statements 
 
 Note 3 – Notes Payable, Related Party
Notes Payable, Convertible Bridge Loans Payable, Revenue Financing Arrangements and Bridge Loan Payable 

 Notes payable are generally nonrecourse and secured
by all Company owned assets.

 Schedule of notes payable 
 
 Interest
 Rate 
 
 June 30, 
 2024 
 
 December 31,
 2023 

 Notes Payable and Convertible Notes Payable 
 
 In December 2020, the Company entered into a 56- month loan with a company in the amount of $ 1,578,237 . The loan requires payments of 3.75 % through November 2022 and 4.00 % through September 2025 of the previous month’s revenue. Note is due September 2025. Note is guaranteed by a related party see note 6. 
 
 17 
 % 
 
 268,192 
 
 371,693 
 
 In April 2021, the Company entered into a six-month loan with an individual in the amount of $ 84,000 . The loan had an original maturity of October 2021 with principal and interest due at maturity. The loan was extended to October 31, 2024. 
 
 7 
 % 
 
 168,000 
 
 168,000 
 
 In May 2021, the Company entered into a six-month loan with an individual in the amount of $ 50,000 . The loan had an original maturity of October 2021 with principal and interest due at maturity. The loan was extended to October 31, 2024. 
 
 7 
 % 
 
 60,000 
 
 60,000 
 
 In August 2022, the Company entered into a 56-months auto loan in the amount of $ 45,420 . 
 
 2.35 
 % 
 
 28,213 
 
 32,996 
 
 In December 2022, the Company entered into various eighteen-month loans with individuals totaling in the amount of $ 4,000,000 . The notes included 100 % warrant coverage. The loans mature in June 2025 with principal and interest due at maturity with conversion price of $ 1.00 per share. 
 
 12 
 % 
 
 4,000,000 
 
 4,000,000 
 
 In February 2023, the Company entered into a
twelve-month loan with an entity in the amount of $ 2,000,000 .
The convertible note included the issuance of 1,500,000 
shares of common stock. The loan matures in February 2024 with conversion price of $ 0.85 
per share and is non-interest bearing. The loan was extended to May, 2024. As of June 2024, the loan was fully converted. 
 
 — 
 % 
 
 — 
 
 1,769,656 
 
 In May 2023, the Company entered into various eighteen-month loans with individuals totaling in the amount of $ 800,000 . The notes included 50 % warrant coverage. The loans mature in November 2024 with principal and interest due at maturity with conversion price of $ 1.00 per share. 
 
 12 
 % 
 
 800,000 
 
 800,000 
 
 In June 2023, the Company entered into various eighteen-month loans with individuals totaling in the amount of $ 350,000 . The notes included 50 % warrant coverage. The loans mature in December 2024 with principal and interest due at maturity with conversion price of $ 1.00 per share. 
 
 12 
 % 
 
 350,000 
 
 350,000 
 
 In July 2023, the Company entered into a twelve-month loan with an individual in the amount of $ 750,000 . The note included 50 % warrant coverage. The loan matures in July 2024 with principal and interest due at maturity with conversion price of $ 1.00 per share. The loan was extended to September 2024. 
 
 12 
 % 
 
 750,000 
 
 750,000 
 
 In July 2023, the Company entered into a twelve-month loan with an individual in the amount of $ 100,000 . The note included 50 % warrant coverage. The loan matures in January 2025 with principal and interest due at maturity with conversion price of $ 1.00 per share. 
 
 12 
 % 
 
 100,000 
 
 100,000 
 
 In August 2023, the Company entered into a twelve-month loan with an individual in the amount of $ 300,000 . The convertible note included the issuance of 150,000 shares of common stocks. The loan matures in August 2024 with principal and interest due at maturity with conversion price of $ 0.85 per share and is non-interest bearing. 
 
 — 
 % 
 
 300,000 
 
 300,000 
 
 In October 2023, the Company entered into a three-month loan with an individual in the amount of $ 500,000 . The loan matures in January 2024 with principal and interest due at maturity. The loan was extended to September 2024. 
 
 10 
 % 
 
 500,000 
 
 500,000 
 
 In October 2023, the Company entered into a loan with an
individual in the amount of $ 196,725 
The loan matures in March 2024. Note is guaranteed by a related party. As of March 2024, the loan was fully paid off. 
 
 — 
 % 
 
 — 
 
 91,785 
 
 In October 2023, the Company entered into a loan with an individual in the amount of $ 130,000 . The loan requires payment of 17 % of daily Shopify sales. 
 
 — 
 % 
 
 70,783 
 
 88,431 
 
 In October 2023, the Company entered into a eighteen-month loan with individuals totaling in the amount of $ 1,250,000 . The note included 100 % warrant coverage. The loan matures in April 2025 with principal and interest due at maturity with conversion price of $ 1.00 per share 
 
 12 
 % 
 
 1,250,000 
 
 1,250,000 
 
 In December 2023, we entered into a 2.5-month loan with an individual in the amount of $ 450,000 . The loan had a maturity of March 2024 with principal and interest due at maturity. The loan was extended to September 2024. 
 
 10 
 % 
 
 450,000 
 
 450,000 
 
 In January 2024, we entered into a loan in the amount of $ 500,000 . The loan had a maturity of March 2024 with principal and interest due at maturity. It was paid off with a new loan in April 2024 
 
 — 
 % 
 
 — 
 
 — 
 
 In January 2024, we entered into a 18-month loan with an individual in the amount of $ 250,000 . The note included 100 % warrant coverage. The loan had a maturity of July 2025 with principal and interest due at maturity with conversion price of $ 0.50 per share. 
 
 12 
 % 
 
 250,000 
 
 — 
 
 In February 2024, we entered into a 18-month loan with an individual in the amount of $ 150,000 . The note included 100 % warrant coverage. The loan had a maturity of August 2025 with principal and interest due at maturity with conversion price of $ 0.40 per share. 
 
 12 
 % 
 
 150,000 
 
 — 
 
 In February 2024, we entered into a 6-month loan with an individual in the amount of $ 315,000 . The note included 60 % warrant coverage. The loan had a maturity of August 2024 with principal and interest due at maturity with conversion price of $ 0.38 per share 
 
 12 
 % 
 
 315,000 
 
 — 
 
 In February 2024, the Company entered into a 18-month loan with an entity in the amount of $ 250,000 . The note included 100 % warrant coverage. The loan matures in August 2025 with principal and interest due at maturity with conversion price of $ 0.46 per share 
 
 12 
 % 
 
 250,000 
 
 — 
 
 In April 2024, we entered into a commercial financing
agreement in the amount of $ 815,000 
and
will be paid weekly until the loan is paid in full. 
 
 — 
 % 
 
 595,496 
 
 — 
 
 In May 2024, the Company entered into an eighteen-month loan with individuals totaling in the amount of $ 1,850,000 . The note included warrant coverage. The loan matures in November 2026 with principal and interest due at maturity with conversion price of $ 0.40 per share 
 
 12 
 % 
 
 1,850,000 
 
 — 
 
 In June 2024, we entered into a merchant cash advance
agreement in the amount of $ 325,000 to
be paid weekly until the loan is paid in full. 
 
 — 
 % 
 
 255,357 
 
 — 
 
 In June 2024, we entered into a revenue purchase agreement in the amount of $ 250,000 . 4 % of revenue will be paid weekly until the loan is paid in full. 
 
 — 
 % 
 
 250,000 
 
 — 
 
 Total notes payable 
 
 $ 
 13,011,041 
 
 $ 
 11,082,561 
 
 Less notes discount 
 
 ( 2,859,429 
 ) 
 
 ( 2,876,387 
 ) 

 Less current portion 
 
 ( 8,719,203 
 ) 
 
 ( 7,748,518 
 ) 

 Long-term notes payable 
 
 $ 
 1,432,409 
 
 $ 
 457,656 
 
 13 

 Splash Beverage Group, Inc. 
 
 Notes to the Condensed Consolidated Financial
Statements 
 
 Note 3 – Notes Payable, Related Party Notes Payable, Convertible
Bridge Loans Payable, Revenue Financing Arrangements and Bridge Loan Payable, continued 
 
 Interest expense on notes payable was $ 607,903 and
$ 170,078 for the three months ended June 30, 2024 and 2023, respectively. Interest expense on notes payable was $ 1,130,480 and $ 333,985 
for the six months ended June 30, 2024 and 2023, respectively.

 The Company recognized approximately $ 1,013,815 and approximately $ 891,608 
 of interest expense attributable to the amortization of the debt discount during the three months ended June 30, 2024 and 2023, respectively.
The Company recognized approximately $ 1,900,656 and approximately $ 1,374,655 of interest expense attributable to the amortization of the
debt discount during the six months ended June 30, 2024 and 2023, respectively.

 As of June 30, 2024, and December 31, 2023, the balance of the unamortized
debt discount was $ 2,859,430 and $ 1,944,348 respectively. The Company adopted ASU 2020-06 on January 1, 2024, which resulted in the reversal
of the original bifurcated derivative (BCF) amount to additional paid in capital for $ 2,191,103 , reversal of the unamortized debt discount
related to the bifurcated derivative (BCF) for $ 932,047 with the balance being recorded through retained earnings for $ 1,259,056 .

 Schedule of notes payable 
 
 Interest Rate 
 June
 30, 2024 
 June
 30, 2023 

 Shareholder Notes Payable 
 
 In April 2024, revised Feb 2023 shareholder advance in the amount of $ 200,000 . The annual interest rate is 12 % with a conversion price of $ 0.35 per share. The revised note included 571,429 share of warrant coverage. The loan matures in July 2025 with interest due semi-annually. 
 12 % 
 200,000 
 200,000 

 Less current portion 
 ( 200,000 ) 
 ( 200,000 ) 

 Long-term notes payable 
 $ — 
 $ — 

 Interest expense on related party notes payable was
$ 6,000 and $ 0 for the three months ended June 30, 2024 and 2023, respectively. Interest expense on related party notes payable was $ 12,000 
and $ 0 for the six months ended June 30, 2024 and 2023, respectively. The Company’s effective interest rate was 25.32 % for the six
months ended June 30, 2024.

 As of June 30, 2024, the Company’s convertible
note balances are convertible into 16,357,324 shares of common stock

 Note 4 – Licensing Agreement and Royalty
Payable 

 The Company has a licensing agreement with ABG TapouT,
LLC (“TapouT”), providing the Company with licensing rights to the brand “TapouT” (i)energy drinks, (ii) energy
bars, (iii) coconut water, (iv) electrolyte gum/chews, (v) energy shakes, (vi) powdered drink mix, (viii) water (including enhanced water),
(vii) energy shots, (viii) teas, and (ix) sports drinks sold in the North America (including US Territories and Military Bases), United
Kingdom, Brazil, South Africa, Australia, Scandinavia, Peru, Colombia, Chile and Guatemala. The Company is required to pay a 6% royalty
on net sales, as defined, and are required to make minimum monthly payments of $ 55,000 in 2024 and 2023.

 The Company has accrued guaranteed minimum royalty
payments of $ 165,000 for the three months ended June 30, 2024 and there were no unpaid royalties at June 30, 2023. The royalty payment
is included in general and administrative expenses in the condensed consolidated statement of operations and comprehensive loss.

 In connection with the Copa di Vino APA, the Company
acquired the license to certain patents from 1/4 Vin SARL (“1/4 Vin”) On February 16, 2018, Copa di Vino entered into three
separate license agreements with 1/4 Vin. 1/4 Vin has the right to license certain patents and patent applications relating to inventions,
systems, and methods used in the Company’s manufacturing process. In exchange for notes payable, 1/4 Vin granted the Company a nonexclusive,
royalty-bearing, non-assignable, nontransferable, terminable license which would continue until the subject equipment is no longer in
service or the patents expire. Amortization is approximately $31,000 annually until the license agreement is fully amortized in 2027.
The asset is being amortized over a 10 -year useful life.

 14 

 Splash Beverage Group, Inc. 
 
 Notes to the Condensed Consolidated Financial
Statements 
 
 Note 5– Stockholders’ Equity 

 Common Stock 

 On September 29, 2023, the Company entered into a
securities purchase agreement with certain accredited investors. Pursuant to such agreements, the Company sold: (i) senior convertible
notes in the aggregate original principal amount of $1,250,000, convertible into up to 1,470,588 shares of common stock of the Company,
par value $0.001 per share (“Common Stock”), subject to adjustments as provided in the Notes, (ii) 625,000 shares of Common
Stock (the “Commitment Shares”), (ii) warrants to acquire up to an aggregate of 1,250,000 additional shares of Common Stock
(the “Warrants”) at an exercise price of $0.85 per Warrant Share. 

 On May 1, 2024, the Company entered into a securities
purchase agreement with certain accredited investors. Pursuant to such agreements, the Company sold: (i) senior convertible notes in the
aggregate original principal amount of $1,850,000, convertible into up to 4,625,000 shares of Common Stock, subject to adjustments as
provided in the Notes, (ii) 925,000 shares of Common Stock (the “Commitment Shares”), (ii) warrants to initially acquire up
to an aggregate of 4,625,000 additional shares of Common Stock (the “Warrants”) at an exercise price of $0.85 per Warrant
Share. 

 During the six-months ended June 30, 2024, the Company
granted share-based awards to certain consultants totaling 530,000 shares of common stock at a weighted average price of $0.41, 200,000 
shares for extension of note, 7,611,511 shares on conversion of convertible instruments, 925,000 shares on debt discount and 290,000 shares
for non-cash compensation.

 A convertible promissory note was issued to shareholder
on April 15, 2024 to cover advance $ 200,000 at 12 % with conversion price of $0.35 per share. The note included 571,429 share of warrant
coverage. The loan matures in July 2025 with principal and interest due semi-annually. Accrued interest of advance $ 27,370 will be made
on or before August 15, 2024.

 Stock Plan 

 2020 Plan 

 In July 2020, the Board adopted the 2020 Stock Incentive
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 eligible recipients. The total number of shares that may be issued under the 2020 plan
was 1,685,825 at the time the 2020 plan was adopted as of June 30, 2024.

 The 2020 Plan has an “evergreen” feature,
which provides for the annual increase in the number of shares issuable under the plan by an amount equal to 5% of the number of issued
and outstanding common shares at year end, unless otherwise adjusted by the board. At January 1, 2023 and 2024, the number of shares issuable
under the 2020 plan increased by 2,054,276 and 2,984,276 shares, respectively.

 In October 2023, the shareholders voted to increase
the number of shares issuable under the Plan to 7.5%.

 The following is a summary of the Company’s
stock option activity:

 Schedule of stock option activity 
 
 Options 
 June 30, 2024 
 June 30, 2023 

 Number of Options 
 Weighted Average Exercise Price 
 Number of Options 
 Weighted Average Exercise Price 

 Balance - January 1* 
 4,259,008 
 $ 1.13 
 1,151,000 
 $ 1.12 

 Granted 
 630,000 
 0.59 
 65,000 
 1.08 

 Exercises 
 — 
 — 
 — 
 — 

 Cancelled 
 — 
 — 
 — 
 — 

 Balance – March 31, 
 4,889,008 
 $ 1.06 
 1,216,000 
 $ 1.12 

 Granted 
 3,855,000 
 0.33 
 3,376,008 
 1.13 

 Exercises 
 — 
 — 
 — 
 — 

 Cancelled 
 — 
 — 
 — 
 — 

 Balance – June 30, 
 8,744,008 
 $ 0.74 
 4,592,008 
 $ 1.13 

 Exercisable – June 30, 
 6,855,155 
 $ 0.82 
 3,608,923 
 $ 1.12 

 15 

 Splash Beverage Group, Inc. 
 
 Notes to the Condensed Consolidated Financial
Statements 
 
 Note 5– Stockholders’ Equity, continued 
 
 During the three-month period ended June 30, 2024
and June 30, 2023, the company granted 3,855,000 and 3,376,008 options to employees and directors at weighted average strike price of
$ 0.33 under the 2020 plan. 1,200,000 shares were granted to CEO, Robert Nistico, 750,000 shares to CMO, William Meissner, 750,000 shares
to CFO, Julius Ivancsits and 475,000 shares to the Board director, Bill Caple.

 The fair value of stock options granted in the period
has been measured at $ 3,855,000 using the Black-Scholes option pricing model with the following assumptions: exercise price $ 0.33 - $ 0.53 ,
expected life 5 to 7 years, expected volatility 254 %, expected dividends 0 %, risk free rate 4.64 %.

 Note 6 – Related Parties 

 During the normal course of business, the Company
incurred expenses related to services provided by the CEO or Company expenses paid by the 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 Note Payable with a balance of $ 268,192 at June 30, 2024 and $ 672,695 at June 30,2023.

 There were related party advances from our chief executive
officer in the amount of approximately $ 0.4 million outstanding as of June 30, 2024 and approximately $ 0.4 million as of December 31,
2023. A shareholder note payable outstanding in the amount of $ 0.2 million as of June 30, 2024.

 Note 7 – Investment in Salt Tequila USA,
LLC 

 The Company has a marketing and distribution agreement
with SALT Tequila USA, LLC (“SALT”) for the manufacturing of our Tequila product line in Mexico.

 The Company has a 22.5 % percentage ownership interest
in SALT, this investment is carried at cost less impairment, the investment does not have a readily determinable fair value. The Company
has the right to increase our ownership to 37.5 %.

 Note 8 – Leases 

 The Company has various operating lease agreements
primarily related to real estate and office. The Company’s real estate leases represent a majority of the lease liability. Lease
payments are mainly fixed. Any variable lease payments, including utilities, and common area maintenance are expensed during the period
incurred. Variable lease costs were immaterial for the quarter ended June 30, 2024 and 2023. A majority of the real estate leases include
options to extend the lease. Management reviews all options to extend at the inception of the lease and account for these options when
they are reasonably certain of being exercised.

 Operating lease expense is recognized on a straight-line
basis over the lease term and is included in operating expense on the Company’s condensed consolidated statement of operations and
comprehensive loss. Operating lease cost was $ 163,590 and $ 182,658 during the six-month period ended June 30, 2024 and 2023, respectively.

 The following table sets for the maturities of our
operating lease liabilities and reconciles the respective undiscounted payments to the operating lease liabilities in the consolidated
balance sheet at June 30, 2024

 Schedule of operating lease liabilities 
 
 Undiscounted Future Minimum Lease Payments 
 
 Operating Lease 

 2024 (Six months remaining) 
 
 143,336 
 
 2025 
 
 287,193 
 
 2026 
 
 17,857 
 
 Total 
 
 448,386 
 
 Amount representing imputed interest 
 
 ( 18,793 
 ) 

 Total operating lease liability 
 
 429,593 
 
 Current portion of operating lease liability 
 
 270,606 
 
 Operating lease liability, non-current 
 
 $ 
 158,986 
 
 16 

 Splash Beverage Group, Inc. 
 
 Notes to the Condensed Consolidated Financial
Statements 
 
 Note 8 –Leases, continued 
 
 The table below presents lease-related terms and discount
rates at June 30, 2024:

 Schedule of lease related terms and discount
rates 
 
 Remaining term on leases 
 1 to 24 months 

 Incremental borrowing rate 
 5.0 % 

 Note 9 – Segment Reporting 

 The Company has two reportable operating segments:
(1) the manufacture and distribution of non-alcoholic and alcoholic brand beverages, and (2) the e-commerce sale of beverages. These operating
segments are managed separately and each segment’s major customers have different characteristics. Segment Reporting is evaluated
by our Chief Executive Officer and Chief Financial Officer.

 Note: The Copa di Vino business is included in our
Splash Beverage Group segment.

 Schedule of segment 
 
 Three Months Ended June 30 
 Six Months Ended June 30 

 Revenue 
 2024 
 2023 
 2024 
 2023 

 Splash Beverage Group 
 $ 1,023,405 
 $ 1,126,971 
 $ 2,223,687 
 $ 3,025,939 

 E-Commerce 
 23,377 
 4,067,980 
 363,775 
 7,991,739 

 Net revenues, continuing operations 
 1,046,782 
 5,194,951 
 2,587,462 
 11,017,678 

 Contribution after Marketing 
 
 Splash Beverage Group 
 34,576 
 ( 528,905 ) 
 1,095 
 ( 815,836 ) 

 E-Commerce 
 ( 4,958 ) 
 1,563,619 
 ( 10,316 ) 
 2,875,222 

 Total contribution after marketing 
 29,618 
 1,034,714 
 ( 9,221 ) 
 2,059,386 

 Contracted services 
 201,036 
 331,297 
 419,865 
 712,302 

 Salary and wages 
 1,243,175 
 1,364,136 
 2,478,101 
 2,598,263 

 Non-cash share-based compensation 
 1,342,317 
 641,097 
 1,898,989 
 856,857 

 Other general and administrative 
 934,010 
 2,919,533 
 2,135,041 
 5,568,234 

 Loss from continuing operations 
 $ ( 3,690,920 ) 
 $ ( 4,221,349 ) 
 $ ( 6,941,217 ) 
 $ ( 7,676,270 ) 

 Total assets 
 June 30, 2024 
 December 31, 2023 

 Splash Beverage Group 
 7,995,774 
 9,188,213 

 E-Commerce 
 62,038 
 710,555 

 Total assets 
 $ 8,057,812 
 $ 9,898,768 

 17 

 Splash Beverage Group, Inc. 
 
 Notes to the Condensed Consolidated Financial Statements 
 
 Note 10 – Commitment and Contingencies 
 
 The Company is a party to asserted claims and are
subject to regulatory actions in the ordinary course of business. The results of such proceedings cannot be predicted with certainty,
but the Company does not anticipate that the outcome, if any, arising out of any such matter will have a material adverse effect on its
business, financial condition or results of operations.

 On June 5, 2024, the Company received notification from the NYSE American
LLC (“NYSE American”) indicating that it is not in compliance with the NYSE American’s continued listing standards
under Section 1003(a)(iii) of the NYSE American Company Guide (the “Company Guide”), requiring a listed company
to have stockholders’ equity of $ 6 million or more if the listed company has reported losses from continuing operations and/or net
losses in its five most recent fiscal years. The Company is now subject to the procedures and requirements of Section 1009 of the Company
Guide. If the Company is not in compliance with the continued listing standards by April 6, 2025 or if the Company does not make progress
consistent with the Plan during the plan period, the NYSE American may commence delisting procedures.

 Note 11 – Subsequent Events 

 In July 2024, the Company entered into an approximately
$ 0.3 million merchant cash advance agreement for a period of 13 weeks until the loan is paid in full.

 In July 2024, a $ 0.4 million convertible note with
accrued interest matured in June 2024 was converted into common stocks at $ 0.25 per share.

 The Company granted 358,334 shares in July in exchange
for services under the 2020 plan.

 The maturity dates of the related party notes were
extended to October 2024 with 4% interest.

 At the Special Meeting of Stockholders held on July
31, 2024, The Company’s Stockholders approved the issuance of shares of our common stock, representing more than 20% of our Common
Stock outstanding upon the conversion of Convertible Notes and Warrants issued to certain accredited investors on May 1, 2024, respectively
convertible into up to 4,625,000 shares of Common Stock and exercisable into 4,625,000 shares of Common Stock, which amount would be in
excess of 19.99% of the issued and outstanding shares of Common Stock, in accordance with section 713 of the NYSE American LLC Company
Guide. 

 18 

 ITEM 2. MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 

 Cautionary Statement Regarding Forward-Looking
Statements 

 The information in this
discussion may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements involve risks and uncertainties, including statements
regarding our capital needs, business strategy and expectations. Any statements that are not of historical fact may be deemed to be forward-looking
statements. These forward-looking statements involve substantial risks and uncertainties. In some cases you can identify forward-looking
statements by terminology such as “may,” “will,” “should,” “expect,” “plan,”
“intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential,”
or “continue”, the negative of the terms or other comparable terminology. Actual events or results may differ materially from
the anticipated results or other expectations expressed in the forward-looking statements. In evaluating these statements, you should
consider various factors, including the risks included from time to time in other reports or registration statements filed with the United
States Securities and Exchange Commission. These factors may cause our actual results to differ materially from any forward-looking statements.
The Company disclaim any obligation to publicly update these statements or disclose any difference between actual results and those reflected
in these statements. 

 Unless the context otherwise
requires, references in this Form 10-Q to “we,” “us,” “our,” or the “Company” refer to
Splash Beverage Group and its subsidiaries. 

 The following discussion and analysis should be read
in conjunction with the Condensed Financial Statements (unaudited) and Notes to Condensed Financial Statements (unaudited) filed herewith.

 Business Overview 

 Splash Beverage Group, Inc. (the “Company”,
“Splash”) seeks to identify, acquire, and build early stage or under-valued beverage brands that have strong growth potential
within its distribution system. Splash’s distribution system is comprehensive in the US and is now expanding to select attractive
international markets. Through its division Qplash, Splash’s distribution reach includes e-commerce access to both business-to-business
(B2B) and business-to-consumer (B2C) customers. Qplash markets well known beverage brands to customers throughout the US that prefer delivery
direct to their office, facilities; and or homes.

 Results of Operations
for the Three Months and Six Months Ended June 30, 2024 compared to Three Months and Six Months Ended June 30, 2023. 

 Revenue 

 Revenues for the three months ended June 30, 2024
were approximately $1.1 million compared to revenues of approximately $5.2 million for the three months ended June 30, 2023. Part of the
$4.1 million decrease in sales is due to a decrease in our beverage sales of $0.1 million. Additionally, revenues from our vertically
integrated B2B and B2C e-commerce distribution platform called Qplash decreased approximately $4.0 million or 97.5% due to low inventory.
Total sales declined due to limited liquidity to procure inventory to drive third-party sales.

 Revenue for the six months ended June 30, 2024 was $2.6 million compared
to revenues of $11 million for the six months ended June 30, 2023. The $8.4 million decrease in sales is driven by decreases in both the
e-commerce and beverage businesses which decreased $7.6 million and $0.8 million respectively. Qplash’s decreased revenue due to
low inventory.

 Cost of Goods Sold 

 Cost of goods sold for the three months ended June
30, 2024 was $0.8 million compared to cost of goods sold for the three months ended June 30, 2023 of $3.4 million. The $2.6 million decrease
in cost of goods sold for the three-month period ended June 30, 2023 was driven by decreased sales.

 19 

 Cost of goods sold for the six months ended June 30,
2024 was $2.2 million compared to cost of goods sold for the six months ended June 30, 2023 of $7.5 million. The $5.3 million decrease
in cost of goods sold for the six-month period ended June 30, 2023 was driven by decreased sales in both the e-commerce and beverage business.

 Operating Expenses 

 Operating expenses for the three months ended June
30, 2024 was $3.9 million compared to $6.0 million for the three months ended June 30, 2023 a decrease of $2.1 million. The decrease in
operating expenses was primarily due to a reduction in marketing expense, freight cost and Amazon selling fees partially offset by increases
for the non-cash expenses.

 Operating expenses for the six months ended June 30,
2024 was $7.3 million compared to $11.2 million for the six months ended June 30, 2023 a decrease of $3.9 million. The decrease in operating
expenses was primarily due to marketing expense, contracted services, freight cost and Amazon selling fees partially offset by increases
for the non-cash expenses.

 The net loss for the three months ended June 30, 2024
was $5.3 million as compared to a net loss of approximately $5.6 million for the three months ended June 30, 2023. The decrease in net
loss is due to lower debt discount expense. The net loss for the six months ended June 30, 2024 was $10 million as compared to a net loss
of approximately $9.4 million for the six months ended June 30, 2023. The increase in net loss is due to higher debt discount and interest
expenses.

 Net Other Income and Expense 

 Interest expense for the three and six months ended
June 30, 2024 was $0.6 million and $1.2 million respectively. For the three and six months ended June 30, 2023 the interest expenses was
$0.2 million and $0.3 million respectively due to additional convertible notes issued in 2024.

 Interest expenses for the three months ended June
30, 2024 was $0.6 million compared to $0.2 million for the three months ended June 30, 2023. The $0.4 million increase in interest expense
is due to new loans with a principal of $3.2 million. Interest expenses for the six months ended June 30, 2024 was $1.2 million compared
to $0.3 million for the three months ended June 30, 2023. The $0.9 million increase in interest expense is due to new loans with a principal
of $4.7 million with higher interest rates.

 Other expenses were $0.0 and $0.1 million for the
three months ended June 30, 2024 and June 30, 2023 respectively.. Other expenses were $0.2 and other income was $0.05 million for the
six months ended June 30, 2024 and June 30, 2023 respectively. The income in 2023 was related to an insurance settlement.

 Amortization of debt discount for the three months
ended June 30, 2024 was approximately $1.0 million compared to $1.1 million for three months ended June 30, 2023. Amortization of debt
discount for the six months ended June 30, 2024 was approximately $1.9 million compared to $1.4 million for six months ended June 30,
2023.

 LIQUIDITY, GOING CONCERN CONSIDERATIONS AND CAPITAL
RESOURCES 

 Liquidity is the ability of a company to generate
funds to support its current and future operations, satisfy its obligations, and otherwise operate on an ongoing basis. Significant factors
in the management of liquidity are funds generated by operations, levels of accounts receivable and accounts payable and capital expenditures.

 As of June 30, 2024, the Company had total cash and
cash equivalents of $8,298, as compared with $379,978 at December 31, 2023.

 Net cash used for operating activities during the
six months ended June 30, 2024 was $3.8 million as compared to the net cash used by operating activities for the six months ended June
30, 2023 of $6.5 million. The primary reasons for the change in net cash used were reduced operating expenses, lower procurement of raw
material and finished goods.

 20 

 For the period ending June 30, 2024, $1,500 furniture
was returned to vendor. For the period June 30, 2023, the Company had leasehold improvements of $12,613 related to our Copa Di Vino production
site.

 Net cash provided by financing activities during the
six months ended June 30, 2024 was $3.4 million compared to $3.0 million provided from financing activities for the six months ended June
30, 2023. During the six months ended June 30, 2024, the Company received $4.7 million for convertible note, which was offset by repayments
to debt holders of $1.3 million and $0.03 million to related party cash advance.

 The Company plans to raise up to $8.0 million to fund
acquisitions, equipment purchases and working capital.

 In order to have sufficient cash to fund our operations,
the Company will need to raise additional equity or debt capital. There can be no assurance that additional funds will be available when
needed from any source or, if available, will be available on terms that are acceptable to us. The Company will be required to pursue
sources of additional capital through various means, including debt or equity financings. Future financings through equity investments
are likely to be dilutive to existing stockholders. Also, the terms of securities the Company may issue in future capital transactions
may be more favorable for new investors. Newly issued securities may include preferences, superior voting rights, the issuance of warrants
or other derivative securities, and the issuances of incentive awards under equity employee incentive plans, which may have additional
dilutive effects. Further, the Company may incur substantial costs in pursuing future capital and/or financing, including investment banking
fees, legal fees, accounting fees, printing and distribution expenses and other costs. The Company may also be required to recognize non-cash
expenses in connection with certain securities the Company may issue, such as convertible notes and warrants, which will adversely impact
our financial condition. Our ability to obtain needed financing may be impaired by such factors as the capital markets and our history
of losses, which could impact the availability or cost of future financings. If the amount of capital the Company are able to raise from
financing activities together with our revenues from operations, is not sufficient to satisfy our capital needs, even to the extent that
the Company reduce our operations accordingly, the Company may be required to curtail or cease operations. As a result, there is uncertainty
regarding the Company’s ability to maintain liquidity sufficient to operate its business effectively, which raises substantial doubt
as to the Company’s ability to continue as a going concern for at least twelve months from the date of the consolidated financial
statements being available to be issued.

 CONTRACTUAL OBLIGATIONS 

 Minimum Royalty Payments: 

 The Company have a licensing agreement with ABG TapouT,
LLC (“TapouT”). Under the licensing agreement, the Company has minimum royalty payments to TapouT of $330,000 for the six
months remaining in 2024.

 Inventory Purchase Commitments : 

 None.

 Off-Balance Sheet Arrangements 

 The Company do not have any off-balance sheet arrangements
(as that term is defined in Item 303 of Regulation S-K) that are reasonably likely to have a current or future material effect on our
financial condition, revenue or expenses, results of operations, liquidity, capital expenditures or capital resources.

 Critical Accounting Estimates 

 The preparation of our consolidated
financial statements in conformity with accounting principles generally accepted in the United States of America requires management to
make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses, as well as the disclosure
of contingent assets and liabilities. Management bases its estimates on historical experience and on various other assumptions that are
believed to be reasonable under the circumstances. Actual results could differ from those estimates.

 21 

 Revenue

 The Company
faces significant judgment in revenue recognition due to the complexities of the beverage industry’s competitive landscape and diverse
distribution channels. Determining the timing of revenue recognition involves assessing factors such as control transfer, returns, allowances,
trade promotions, and distributor sell-through data. Historical analysis, market trends assessment, and contractual term evaluations inform
revenue recognition judgments. However, inherent uncertainties persist, underscoring the critical nature of revenue recognition as it
significantly impacts financial statements and performance evaluation.

 Allowance for Doubtful Accounts

 The allowance for doubtful
accounts is established based on historical experience, current economic conditions, and specific customer collection issues. Management
evaluates the collectability of accounts receivable on an ongoing basis and adjusts the allowance as necessary. Changes in economic conditions
or customer creditworthiness could result in adjustments to the allowance for doubtful accounts, impacting our reported financial results.

 Inventory Valuation

 We value inventory at the
lower of cost or net realizable value. Estimating the net realizable value of inventory involves significant judgment, particularly when
market conditions change rapidly or when excess or obsolete inventory exists. Management regularly assesses inventory quantities on hand,
future demand forecasts, and market conditions to determine whether write-downs to inventory are necessary.

 Fair Value Measurements

 We measure certain financial assets and liabilities at fair value on a
recurring basis. Fair value measurements involve significant judgment and estimation, particularly when observable inputs are limited
or not available. Management utilizes valuation techniques such as discounted cash flow models, market comparable, and third-party appraisals
to determine fair values.

 ITEM 3. QUANTITATIVE AND
QUALITATIVE DISCLOSURES ABOUT MARKET RISK 

 Not required for Smaller
Reporting Companies.

 ITEM 4. CONTROLS AND PROCEDURES 

 Evaluation of Disclosure Controls and Procedures 

 Our management, with the
participation of the principal executive and principal financial officers, evaluated the effectiveness of our disclosure controls and
procedures, as defined in Rules 13a – 15(e) and 15d – 15(e) under the Securities Exchange Act of 1934, as amended, or Exchange
Act, as of the end of the period covered by this Report. Our disclosure controls and procedures are designed to provide reasonable, not
absolute, assurance that the objectives of our disclosure control system are met. Because of inherent limitations in all control systems,
no evaluation of controls can provide absolute assurance that all control issues, if any, within a company have been detected. Based
on that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that, because of certain material weaknesses
in our internal controls over financial reporting, our disclosure controls and procedures were not effective as of June 30 ,
2024. The material weaknesses relate to a lack of segregation of duties between accounting and other functions and the absence of sufficient
depth of in-house accounting personnel with the ability to properly account for complex transactions. 

 The Company plans to
implement additional internal controls or enhance existing internal controls to strengthen its control environment . Subsequent
to the quarter ended June 30, 2024, the company is reviewing a plan to engage additional internal staff, external staff, or an advisory
firm to provide support on technical issues related to U.S. GAAP as related to the maintenance of our accounting books and records and
the preparation of our financial statements.

 Changes in Internal Control
Over Financial Reporting 

 Except with respect to the
above, during the quarter ended June 30, 2024, there were no additional changes in our internal control over financial reporting that
have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 22 

 PART II – OTHER INFORMATION 

 ITEM 1. LEGAL PROCEEDINGS. 

 None.

 ITEM 1A. RISK FACTORS 

 No new risk factors noted since our Annual Report
on Form 10-K for the year ended December 31, 2023 was filed with the SEC.

 ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES
AND USE OF PROCEEDS 

 None.

 ITEM 3. DEFAULTS UPON SENIOR SECURITIES 

 None.

 ITEM 4. MINE SAFETY DISCLOSURES 

 No disclosure required.

 ITEM 5. OTHER INFORMATION 

 Rule 10b5-1 Trading Arrangement 

 During the six months ended June 30, 2024, no
director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading
arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

 23 

 ITEM 6. EXHIBITS 

 (a) Exhibits required by Item
601 of Regulation S-K.

 Exhibits 
 
 Description 

 4.1 
 
 Form of Warrant (incorporated by reference herein to Exhibit 4.1 filed with Form 8-K filed with the SEC on May 7, 2024) 

 10.1 
 
 Form of the Purchase Agreement (incorporated by reference herein to Exhibit 10.1 filed with Form 8-K filed with the SEC on May 7, 2024) 

 10.2 
 
 Form of the Note (incorporated by reference herein to Exhibit 10.2 filed with Form 8-K filed with the SEC on May 7, 2024) 

 10.3 
 
 Form of the Registration Rights Agreement (incorporated by reference herein to Exhibit 10.3 filed with Form 8-K filed with the SEC on May 7, 2024) 

 31.1 
 
 Certification of CEO and Principal Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a)* 

 31.2 
 
 Certification of CFO and Principal Financial and Accounting Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a)* 

 32.1 
 
 Certification of CEO and Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 - Filed herewith electronically** 

 32.2 
 
 Certification of CFO and Principal Financial and Accounting Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 - Filed herewith electronically** 

 101 
 
 XBRL Exhibits 

 * Filed herewith

 ** Furnished herewith

 24 

 SIGNATURES 

 Pursuant to the requirements 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 BEVERAE GROUP, INC. 

 Date: August 14, 2024 
 By: 
 /s/ Robert
 Nistico 

 Robert Nistico, Chairman and CEO 

 (Principal Executive Officer) 

 Date: August 14, 2024 
 By: 
 /s/ Julius
 Ivancsits 

 Julius Ivancsits, CFO 

 (Principal Accounting Officer and Principal Financial
 Officer) 

 25
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.
Endovia Health Sciences, Inc. 10-Q
