What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2024-08-14 compared with 2024-05-15 · 227 added, 183 removed, 612 unchanged (40% of the section changed)

2 unchanged sentences

Condensed Consolidated Financial Statements

March 31, 2024

June 30, 2024

Splash Beverage Group, Inc.

Condensed Consolidated Balance Sheets

March 31, 2024 and December 31, 2023

June 30, 2024 and December 31, 2023

December 31, 2023

27 unchanged sentences

Preferred stock, $ 0.001 par value, 5,000,000 shares authorized, no shares issued

Common Stock, $ 0.001 par, 300,000,000 shares authorized, 46,382,099 shares issued, 44,330,099 shares outstanding at March 31, 2024 and December 31, 2023

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

Additional paid in capital

11 unchanged sentences

Condensed Consolidated Statements of Operations and Comprehensive Loss

For the Three Months Ended March 31, 2024 and 2023

Three months ended March 31,

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

Three months ended June 30

Six months ended June 30,

Cost of goods sold

( 1,377,065 )

( 4,061,228 )

Operating expenses:

5 unchanged sentences

Total operating expenses

Loss from continuing operations

( 3,250,297 )

( 3,454,921 )

Loss from operations

Other income/(expense):

Amortization of debt discount

Interest income

Interest expense

Total other expense

( 1,420,600 )

Other Income/Expense

Amortization of debt discount

Total other income/(expense)

Provision for income taxes

Net loss from continuing operations, net of tax

( 4,670,897 )

( 3,729,299 )

$ ( 4,670,897 )

$ ( 3,729,299 )

Other comprehensive loss foreign currency translation loss, net of tax

Total comprehensive loss

( 4,678,334 )

( 3,730,908 )

Other Comprehensive Income (Loss)

Foreign currency translation loss

Total Comprehensive Income (Loss)

(Loss) per share - continuing operations

Basic and dilutive

Basic and diluted

Weighted average number of common shares outstanding - continuing operations

Basic and dilutive

Basic and diluted

The accompanying notes are an integral part of these

3 unchanged sentences

in Stockholders’ Equity

For the Three months ended March 31, 2024 and 2023

For the Six months ended June 30, 2024 and 2023

Common Shares

5 unchanged sentences

( 112,331,026

$ ( 112,331,026 )

Common stock issuable and beneficial conversion feature on convertible 12-month promissory note

1 unchanged sentence

Accumulated Comprehensive loss – translation, net

( 3,729,299 )

Balances at March 31, 2023

( 116,060,325

Issuance of common stock on convertible instruments

Share based compensation

Issuance of common stock for services

Issuance of warrants on convertible instruments

Accumulated Comprehensive loss – translation, net

Balances at June 30, 2023

( 121,670,574

1 unchanged sentence

( 133,334,783

$ ( 133,334,783 )

$ ( 5,605,326 )

Issuance of common stock for note extension

1 unchanged sentence

Adoption of ASU 2020-06

( 2,191,103 )

Issuance of warrants on convertible instruments

2 unchanged sentences

Accumulated Comprehensive loss – translation, net

( 4,670,897 )

Balances at March 31, 2024

( 136,746,623

$ ( 136,746,623 )

Issuance of common stock for New note

Share based compensation

Issuance of warrants on convertible instruments

Conversion of notes payable to common stock

Issuance of common stock for services

Accumulated Comprehensive loss – translation, net

Balances at June 30, 2024

( 142,073,327

2 unchanged sentences

Splash Beverage Group, Inc.

Condensed Consolidated Statement of Cash

For the Three Months Ended March 31, 2024 and 2023

Condensed Consolidated Statement of Cash Flows

For the Six Months Ended June 30, 2024 and 2023

$ ( 9,997,599 )

16 unchanged sentences

Capital expenditures

Net cash used in investing activities

Net cash provided by investing activities

Cash flows from financing activities:

Cash advance from related party

Cash advance repayment from related party

Cash advance from shareholder

Proceeds from issuance of debt

Proceeds from convertible promissory note

Principal repayment of debt

( 1,302,864 )

Net cash provided by financing activities

8 unchanged sentences

Notes payable and accrued interest converted to common stock (6,861,422 shares in 2024)

Non-cash debt discount in the form of issuance of shares and beneficial conversion feature in conjunction with convertible notes

Creation of debt discounts from the issuance of equity instruments

The accompanying notes are an integral part of these

1 unchanged sentence

Splash Beverage Group, Inc.

Notes to the Condensed Consolidated Financial Statements

Notes to the Condensed Consolidated Financial

Note 1 – Business Organization and Nature of Operations

3 unchanged sentences

within its distribution system.

Splash’s distribution system is comprehensive in the US and is now expanding to select attractive

international markets.

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

39 unchanged sentences

with an original maturity of three months or less to be cash equivalents.

The Company had no cash equivalents at March 31, 2024 or December

The Company had no cash equivalents at June 30, 2024 or December

Our cash in bank deposit accounts, at times, may exceed

federally insured limits of $250,000.

At March 31, 2024 and December 31, 2023, the Company’s cash on deposit with financial institutions,

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.

Splash Beverage Group, Inc.

Notes to the Condensed Consolidated Financial

Notes to the Condensed Consolidated

Financial Statements

Note 2 – Summary of Significant Accounting

5 unchanged sentences

balance, and current economic conditions.

At March 31, 2024 and December 31, 2023, our accounts receivable amounts are reflected net of

At June 30, 2024 and December 31, 2023, our accounts receivable amounts are reflected net of

allowances of $ 669,130 and $ 890,631 , respectively.

1 unchanged sentence

value, accounted for using the weighted average cost method.

The inventory balances at March 31, 2024 and December 31, 2023 consisted

of raw materials, work-in-process, and finished goods held for distribution.

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,

6 unchanged sentences

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 $ 253,128 and $ 290,524 at March 31, 2024 and December 31, 2023, respectively.

The amount of our reserve was $ 236,100 and $ 290,524 at June 30, 2024 and December 31, 2023, respectively.

Property and Equipment

7 unchanged sentences

Depreciation expense totaled $ 37,015 and $ 31,665 for

the three months ended March 31, 2024 and March 31, 2023, respectively.

Property and equipment as of March 31, 2024 and December 31, 2023

consisted of the following:

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

33 unchanged sentences

The liabilities and indebtedness presented on the

condensed consolidated financial statements approximate fair values at March 31, 2024 and December 31, 2023, consistent with recent negotiations

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.

74 unchanged sentences

an adjustment in the period in which estimates are revised.

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.

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

6 unchanged sentences

Notes to the Condensed Consolidated Financial

Note 2 – Summary of Significant Accounting

Policies, continued

Note 2 – Summary of Significant Accounting Policies, continued

For those income tax positions where there is less

1 unchanged sentence

Company management

has determined that there are no material uncertain tax positions at March 31, 2024 and December 31, 2023.

has determined that there are no material uncertain tax positions at June 30, 2024 and December 31, 2023.

Net income (loss) per share

10 unchanged sentences

In accordance with ASC 720-35, advertising costs are charged to operations when incurred.

The Company recorded advertising

expense of $ 77,627 and $ 195,048 for the three months ended March 31, 2024 and 2023, respectively.

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

12 unchanged sentences

accompanying consolidated balance sheets, were as follows:

Schedule of intangible assets finite useful lives

March 31, 2024

Schedule of intangible assets, net

June 30, 2024

Customer Relationships

7 unchanged sentences

The Company’s amortization expense for acquired identifiable intangible assets with finite useful lives was $ 98,017 for the three

months ended March 31, 2024 and 2023.

Estimated amortization expense for acquired identifiable intangible assets for fiscal year 2024

and the succeeding years is as follows:

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:

Splash Beverage Group, Inc.

2 unchanged sentences

Policies, continued

Schedule of estimated amortization expense

Schedule of estimated amortization expense for acquired identifiable intangible assets

Future Intangible Asset

23 unchanged sentences

The Company incurred foreign

currency translation net loss of $ 7,437 and $ 1,609 for the three months ending March 31, 2024 and 2023 respectively.

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

3 unchanged sentences

The Company historically has incurred significant losses and negative cash flows from operation

since inception and had net-loss of approximately $ 4.7

million for three-month period ended March 31, 2024 and accumulated deficit of approximately $136.7 million 136,746,623

through March 31, 2024.

During the three-month period ended March 31, 2024, the Company’s net cash used in operating activities

totaled approximately $ 1.3 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.

the Company has generated cash flows from issuances of equity and indebtedness.

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.

Splash Beverage Group, Inc.

2 unchanged sentences

Policies, continued

The Company received approximately $ 1.5

million from the issuance of debt for the three months ending March 31, 2024.

This event served to mitigate the conditions that

previously raised substantial doubt about the Company’s ability to continue as a going concern.

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

32 unchanged sentences

by all Company owned assets.

Schedule of notes payable and convertible

notes payable

Schedule of notes payable

Notes Payable and Convertible Notes Payable

13 unchanged sentences

The loans mature in June 2025 with principal and interest due at maturity with conversion price of $ 1.00 per share.

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.

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.

In May 2023, the Company entered into various eighteen-month loans with individuals totaling in the amount of $ 800,000 .

7 unchanged sentences

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.

In July 2023, the Company entered into a twelve-month loan with an individual in the amount of $ 100,000 .

6 unchanged sentences

The loan matures in January 2024 with principal and interest due at maturity.

The loan was extended to June 2024.

In October 2023, the Company entered into a loan with an individual in the amount of $ 196,725 The loan matures in March 2024.

The loan was extended to September 2024.

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.

In October 2023, the Company entered into a loan with an individual in the amount of $ 130,000 .

5 unchanged sentences

The loan had a maturity of March 2024 with principal and interest due at maturity.

The loan was extended to June 2024.

The loan was extended to September 2024.

In January 2024, we entered into a loan in the amount of $ 500,000 .

13 unchanged sentences

The loan matures in August 2025 with principal and interest due at maturity with conversion price of $ 0.46 per share

In April 2024, we entered into a commercial financing

agreement in the amount of $ 815,000

will be paid weekly until the loan is paid in full.

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

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.

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.

Total notes payable

Less notes discount

( 1,825,847 )

( 2,876,387 )

Less current portion

( 9,013,690 )

( 7,748,518 )

Long-term notes payable

1 unchanged sentence

Notes to the Condensed Consolidated Financial

Note 3 – Notes Payable, Related Party Notes Payable, Convertible Bridge Loans Payable, Revenue Financing Arrangements and

Bridge Loan Payable, continued

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

$ 167,121 for the three months ended March 31, 2024 and 2023, respectively.

Accrued interest was $ 501,752 for the three months ended March 31, 2024.

The Company recognized approximately $ 886,838 and

approximately $ 247,661 of

interest expense attributable to the amortization of the debt discount during the three months ended March 31,

2024 and 2023, respectively.

As of March 31, 2024, and Dece mber 31,

2023, the balance of the unamortized debt discount was $ 1,825,848 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 .

$ 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

1 unchanged sentence

Shareholder Notes Payable

In February 2023, we entered into a loan with an individual in the amount of $ 200,000 .

The annual interest rate is 12 %

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.

Less current portion

1 unchanged sentence

Interest expense on related party notes payable was

$ 6,000 and $ 0 for the three months ended March 31, 2024 and 2023, respectively.

The Company’s effective interest rate was 21.85 %

for the three months ended March 31, 2024.

As of March 31, 2024, the Company’s convertible

$ 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

7 unchanged sentences

on net sales, as defined, and are required to make minimum monthly payments of $ 55,000 in 2024 and 2023.

There were no unpaid royalties at March 31, 2024.

The Company paid the guaranteed minimum royalty payments of $ 165,000 for the three months ended March 31, 2024 and 2023 respectively,

which is included in general and administrative expenses in the condensed consolidated statement of operations and comprehensive loss.

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

11 unchanged sentences

Note 5– Stockholders’ Equity

In February 2023, the Board of Directors approved

a private placement offering of 2,000,000 shares of the common stock of the Company, $ 0.001 value per share at a purchase price of $ 1.00

per share for aggregate gross proceeds of $ 2,000,000 (“SPA”).

As part of the SPA, each purchaser received additional

restricted shares equal to 750 units for every $1,000 purchased.

During the three-months ended March 31, 2024, we issued

300,000 shares in exchange for services, 200,000 shares for extension of note, 1,552,000 shares on conversion of convertible instruments,

and 300,000 shares for service.

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

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

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.

In July 2020, the Board adopted the 2020 Stock Incentive

2 unchanged sentences

The total number of shares that may be issued under the 2020 plan

was 2,313,133 at the time the 2020 plan was adopted as of March 31, 2024.

was 1,685,825 at the time the 2020 plan was adopted as of June 30, 2024.

The 2020 Plan has an “evergreen” feature,

8 unchanged sentences

Schedule of stock option activity

March 31, 2024

March 31, 2023

June 30, 2024

June 30, 2023

Number of Options

4 unchanged sentences

Balance – March 31,

Exercisable – March 31,

During the three-month period ended March 31, 2024

and March 31, 2023, the company granted 630,000 and 65,000 options to new employees under the 2020 plan.

The fair value of stock options granted in the period

has been measured at $ 272,263 using the Black-Scholes option pricing model with the following assumptions:

exercise price $ 0.59 , expected

life 10 years, expected volatility 82.28 %, expected dividends 0 %, risk free rate 4.0 %.

Balance – June 30,

Exercisable – June 30,

Splash Beverage Group, Inc.

1 unchanged sentence

Note 5– Stockholders’ Equity, continued

Common Stock Issuable, Liability to Issue Stock

and Shareholder Advances

Outstanding balance for shareholder advances on March

31, 2024 and 2023 was $ 200,000 .

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

5 unchanged sentences

(the “Lender”).

The Note Payable with a balance of $ 294,779 at March 31, 2024 and $ 371,693 at March 31,2023.

There were related party advances from our chief

executive officer in the amount of approximately $ 0.4 million

outstanding as of March 31, 2024 and approximately $ 0.4

million as of December 31, 2023.

A shareholder note payable outstanding in the amount of $ 200,000

as of March 31, 2024.

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,

A shareholder note payable outstanding in the amount of $ 0.2 million as of June 30, 2024.

Note 7 – Investment in Salt Tequila USA,

9 unchanged sentences

payments are mainly fixed.

Any variable lease payments, including utilities, common area maintenance are expensed during the period incurred.

Variable lease costs were immaterial for the quarter ended March 31, 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.

Any variable lease payments, including utilities, and common area maintenance are expensed during the period

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

1 unchanged sentence

comprehensive loss.

Operating lease cost was $ 97,953 and $ 93,328 during the period ended March 31, 2024 and 2023, respectively.

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 December 31, 2022

Schedule of maturities of operating lease liabilities

balance sheet at June 30, 2024

Schedule of operating lease liabilities

Undiscounted Future Minimum Lease Payments

Operating Lease

2024 (Nine months remaining)

2024 (Six months remaining)

Amount representing imputed interest

6 unchanged sentences

The table below presents lease-related terms and discount

rates at March 31, 2024:

rates at June 30, 2024:

Schedule of lease related terms and discount

11 unchanged sentences

Splash Beverage Group segment.

Schedule of segment reporting information

March 31, 2024

March 31, 2023

Schedule of segment

Three Months Ended June 30

Six Months Ended June 30

Splash Beverage Group

Total revenues, net, continuing operations

Net revenues, continuing operations

Contribution after Marketing

March 31, 2024

March 31, 2023

Splash Beverage Group

7 unchanged sentences

$ ( 4,221,349 )

March 31, 2024

$ ( 6,941,217 )

$ ( 7,676,270 )

June 30, 2024

December 31, 2023

3 unchanged sentences

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.

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

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 April 2024, one of the initial notes was paid off

and extended to a higher amount of financing.

This transaction involved the complete repayment of our original loan and the acquisition

of a new loan to the amount of $ 815,000 .

In May 2024, the Company received approximately $ 1.9

million from the issuance of senior secured convertible notes, a convertible promissory note and a merchant agreement.

The senior convertible

notes have an eighteen-month term, accrue interest at 12 % and are convertible into shares of common stock of the Company at $ 0.85 per

share and include 100 % warrant coverage.

The loan matures in November 2026 with principal and interest due at maturity with conversion

price of $ 0.40 per share.

The Company granted 75,000

shares in April to one of the Board directors under the 2020 plan.

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

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-Q

Item 1. Financial Statements