Endovia Health Sciences, Inc. 10-Q

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 March 31, 2025 ☐ 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 July 11, 2025, there were 1,892,471 shares of Common Stock issued and outstanding. SPLASH BEVERAGE GROUP, INC. FORM 10-Q March 31, 2025 TABLE OF CONTENTS Page PART I: FINANCIAL INFORMATION 1 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 22 ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 24 ITEM 4: CONTROLS AND PROCEDURES 24 PART II: OTHER INFORMATION 25 ITEM 1 LEGAL PROCEEDINGS 25 ITEM 1A: RISK FACTORS 25 ITEM 2: UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS 26 ITEM 3: DEFAULTS UPON SENIOR SECURITIES 26 ITEM 4: MINE SAFETY DISCLOSURES 26 ITEM 5: OTHER INFORMATION 26 ITEM 6: EXHIBITS 27 SIGNATURES 28 i PART I – FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS Splash Beverage Group, Inc. Condensed Consolidated Financial Statements March 31, 2025 1 Splash Beverage Group, Inc. Condensed Consolidated Balance Sheets March 31, 2025 and December 31, 2024 March 31, 2025 December 31, 2024 Assets (unaudited) Current assets: Cash and cash equivalents $ — $ 15,346 Accounts receivable, net 172,819 396,855 Prepaid expenses 439,974 364,087 Inventory 861,053 893,061 Other receivables 221,110 234,770 Total current assets 1,694,956 1,904,119 Non-current assets: Deposits $ 118,922 $ 48,922 Investment in Salt Tequila USA, LLC 250,000 250,000 Right of use assets 277,172 351,336 Property and equipment, net 167,791 204,808 Total non-current assets 813,885 855,066 Total assets $ 2,508,841 $ 2,759,185 Liabilities and Stockholders’ Equity Liabilities: Current liabilities Accounts payable and accrued expenses $ 6,324,014 $ 5,232,241 Right of use liability, current portion 249,456 305,167 Related party notes payable 389,000 389,000 Notes payable, net of discounts 9,450,309 9,632,505 Shareholder advances 200,000 200,000 Accrued interest payable 3,805,534 3,610,329 Total current liabilities 20,418,313 19,369,242 Long-term liabilities: Notes payable, net of discounts 2,081,724 1,971,095 Right of use liability – net of current portion 37,052 53,697 Total long-term liabilities 2,118,776 2,024,792 Total liabilities 22,537,089 21,394,034 Stockholders’ equity: Preferred stock, $ 0.001 par value, 5,000,000 shares authorized, no shares issued — — Common Stock, $ 0.001 par, 7,500,000 shares authorized, 1,899,876 shares issued, 1,669,835 shares outstanding at March 31, 2025 and December 31, 2024 1,900 1,670 Additional paid in capital 139,418,469 137,114,578 Accumulated other comprehensive loss 34,110 81,180 Accumulated deficit ( 159,482,727 ) ( 155,832,277 ) Total stockholders’ equity ( 20,028,248 ) ( 18,634,849 ) Total liabilities and stockholders’ equity $ 2,508,841 $ 2,759,185 Shares and per share amounts are reflective of the 1 for 40 reverse split that occurred on March 27, 2025. 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 Ended March 31, 2025 and 2024 (Unaudited) Three months ended March 31, 2025 2024 Net revenues $ 438,272 $ 1,540,680 Cost of goods sold ( 468,715 ) ( 1,377,065 ) Gross profit ( 30,443 ) 163,615 Operating expenses: Contracted services 219,608 218,829 Salary and wages 1,012,103 1,234,926 Non-cash share-based compensation 140,762 556,672 Other general and administrative 586,194 1,201,031 Sales and marketing 43,430 202,454 Total operating expenses 2,002,097 3,413,912 Loss from continuing operations ( 2,032,540 ) ( 3,250,297 ) Other income/(expense): Other income ( 1,845 ) ( 1,495 ) Amortization of debt discount ( 978,721 ) ( 886,838 ) Interest Income — 332 Interest expense ( 637,345 ) ( 532,599 ) Total other expense ( 1,617,911 ) ( 1,420,600 ) Provision for income taxes — — Net loss from continuing operations, net of tax ( 3,650,451 ) ( 4,670,897 ) Net loss $ ( 3,650,451 ) $ ( 4,670,897 ) Other comprehensive loss foreign currency translation loss, net of tax ( 47,070 ) ( 7,437 ) Total comprehensive loss ( 3,697,521 ) ( 4,678,334 ) Loss per share - continuing operations Basic and dilutive $ ( 1.97 ) $ ( 4.17 ) Weighted average number of common shares outstanding - continuing operations Basic and dilutive 1,857,211 1,119,846 Shares and per share amounts are reflective of the 1 for 40 reverse split that occurred on March 27, 2025. 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 Three months ended March 31, 2025 and 2024 (Unaudited) Common Shares Amount Additional paid-in capital Accumulated other comprehensive loss Accumulated deficit Total stockholders’ equity Balances at December 31, 2023 1,108,252 $ 1,108 $ 127,744,932 $ ( 16,583 ) $ ( 133,334,783 ) $ ( 5,605,326 ) Issuance of common stock for note extension 5,000 5 107,995 — — 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 38,800 39 387,961 — — 388,000 Issuance of common stock for services 7,500 8 176,992 — — 177,000 Accumulated Comprehensive loss – translation, net — — — ( 7,437 ) — ( 7,437 ) Net loss — — — — ( 4,670,897 ) ( 4,670,897 ) Balances at March 31, 2024 1,159,552 $ 1,160 $ 127,226,795 $ ( 24,020 ) $ ( 136,746,623 ) $ ( 9,502,688 ) Balances at December 31, 2024 1,669,835 $ 1,670 $ 137,114,578 $ 81,180 $ ( 155,832,277 ) $ ( 18,634,849 ) Share based compensation — — 105,762 — — 105,762 Issuance of warrants on convertible instruments — — 497,405 — — 497,405 Conversion of notes payable to common stock 224,541 224 1,665,730 — — 1,665,954 Issuance of common stock for services 5,500 6 34,994 — — 35,000 Accumulated Comprehensive loss – translation, net — — — ( 47,070 ) — ( 47,070 ) Net loss — — — — ( 3,650,451 ) ( 3,650,451 ) Balances at March 31, 2025 1,899,876 $ 1,900 $ 139,418,469 $ 34,110 $ ( 159,482,727 ) $ ( 20,028,248 ) Shares and per share amounts are reflective of the 1 for 40 reverse split that occurred on March 27, 2025. 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 Three Months Ended March 31, 2025 and 2024 (Unaudited) 2025 2024 Net loss $ ( 3,650,451 ) $ ( 4,670,897 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 37,018 135,231 Amortization of debt discount 978,721 886,838 ROU assets, net 1,808 21 Non-cash share-based compensation 140,762 556,672 Changes in working capital items: Accounts receivable, net 224,036 134,732 Inventory, net 32,008 780,757 Prepaid expenses and other current assets ( 62,227 ) ( 139,903 ) Deposits ( 70,000 ) ( 15 ) Accounts payable and accrued expenses 1,453,993 500,887 Accrued interest payable 190,247 507,752 Net cash used in operating activities ( 724,086 ) ( 1,307,925 ) Cash flows from investing activities: Capital expenditures — — Net cash used in investing activities — — Cash flows from financing activities: Cash advance (repayment) from related party — ( 5,000 ) Cash advance from shareholder — — Proceeds from issuance of debt 881,650 1,465,500 Principal repayment of debt ( 125,840 ) ( 509,858 ) Net cash provided by financing activities 755,810 950,142 Net cash effect of exchange rate changes on cash ( 47,070 ) ( 7,437 ) Net change in cash and cash equivalents ( 15,346 ) ( 365,221 ) Cash and cash equivalents, beginning of year 15,346 379,978 Cash and cash equivalents, end of period $ — $ 14,757 Supplemental disclosure of cash flow information: Cash paid for Interest $ 78,783 $ 24,847 Supplemental disclosure of non-cash investing and financing activities Notes payable and accrued interest converted to common stock (224,541 shares in 2025 & 38,800 shares in 2024,) 1,665,953 388,000 Non-cash debt discount in the form of issuance of equity instruments in conjunction with convertible notes 2,435,082 661,677 Shares and per share amounts are reflective of the 1 for 40 reverse split that occurred on March 27, 2025. 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 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. On March 27, 2025, the Company implemented a 1.0 for 40.0 reverse stock split. All common stock shares stated herein have been adjusted to reflect the split. The purpose of this reverse split was to maintain the company’s listing on the NYSE American. 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 2024 Annual Report on Form 10-K, filed with the SEC on July 11, 2025 (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 March 31, 2025 or December 31, 2024. Our cash in bank deposit accounts, at times, may exceed federally insured limits of $ 250,000 . At March 31, 2025 and December 31, 2024, 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. 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 March 31, 2025 and December 31, 2024 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 $ 621,178 at March 31, 2025 and December 31, 2024. 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 $ 37,017 and $ 32,214 for the three months ended March 31, 2025 and March 31, 2024, respectively. Property and equipment as of March 31, 2025 and December 31, 2024 consisted of the following: Schedule of property and equipment 2025 2024 Auto 45,420 45,420 Machinery & equipment 1,165,313 1,165,313 Buildings 233,323 233,323 Leasehold improvements 723,638 723,638 Computer Software 5,979 5,979 Office furniture & equipment 9,157 9,157 Total cost 2,181,330 2,181,330 Accumulated depreciation ( 2,013,539 ) ( 1,976,522 ) Property, plant & equipment, net 167,791 204,808 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 March 31, 2025 and December 31, 2024, 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, 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 cost. 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 March 31, 2025 and December 31, 2024. 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 stock options, warrants to purchase shares of common stock and shares issuable upon the conversion of notes payable. 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. The Company recorded advertising expense of $ 22,426 and $ 77,627 for the three months ended March 31, 2025 and 2024, 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 Company’s goodwill and intangible assets were impaired to $0 at 12/31/24. 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 goodwill and intangible assets were impaired to $ 0 at 12/31/24. 10 Splash Beverage Group, Inc. Notes to the Condensed Consolidated Financial Statements Note 2 – Summary of Significant Accounting Policies, continued 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$ 50,694 and net loss of $ 7,437 for the three months ending March 31, 2025 and 2024 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 $3.6 million for three-month period ended March 31, 2025 and accumulated deficit of approximately $159.4 million through March 31, 2025. During the three-month period ended March 31, 2025, the Company’s net cash used in operating activities totaled approximately $ 0.7 million. Additionally, the Company’s current liabilities exceed its current assets, and it has a working capital deficit. 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 $ 0.9 million from the issuance of debt for the three months ending March 31, 2025. 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. The Company has issued preferred stock as part of its strategy to regain compliance with the NYSE American listing standards and reduce debt. These preferred shares, specifically Series B 12% convertible preferred stock, were issued in exchange for promissory notes. The preferred stock offers a 12% cumulative dividend and potential conversion to common stock, subject to shareholder approval and an increase in authorized common stock. In June 2025, the company exchanged approximately $12.67 million outstanding promissory notes and accrued interest for 126,710 shares of Series B Preferred Stock. By converting debt into equity, the Company enhances its balance sheet, reduces interest expense, and improves its shareholder equity position in furtherance of its goal of complying with exchange requirements. 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 Payabl e Notes payable are generally nonrecourse and secured by all Company owned assets. Schedule of notes payable Interest Rate March 31, 2025 December 31, 2024 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 % 170,620 195,927 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 converted to Preferred stock in June 2025. 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 converted to Preferred stock in June 2025. 7 % 50,000 50,000 In May 2021, the Company entered into a six-month loan with an individual in the amount of $ 10,000 . The loan had an original maturity of October 2021 with principal and interest due at maturity. The loan was extended to October 31, 2024. The note was in default. 7 % 10,000 10,000 In August 2022, the Company entered into a 56-months auto loan in the amount of $ 45,420 . 2.35 % 20,928 23,372 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 2024 with principal and interest due at maturity with conversion price of $ 1.00 per share. The loans were converted to Preferred stock in June 2025. 12 % 2,600,000 3,000,000 In December 2022, the Company entered into an eighteen-month loan with an individual in the amount of $ 1,000,000 . The notes included 100 % warrant coverage. The loan was converted to Preferred stock in June 2025. 12 % 1,000,000 $ 1,000,000 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. The loans were converted to Preferred stock in June 2025. 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. The loans were converted to Preferred stock in June 2025. 12 % 100,000 350,000 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. The loan was converted to Preferred stock in June 2025. 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. — % 43,000 43,000 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 June 2024. 10 % 500,000 500,000 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. — % 59,185 66,278 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. The loan was fully converted in January 2025 12 % — 1,143,449 13 In January 2024, the Company 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. The loan was converted to Preferred stock in June 2025. 12 % 250,000 250,000 In February 2024, the Company 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. The loan was converted to Preferred stock in June 2025. 12 % 150,000 150,000 In February 2024, the Company 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. The loan was converted to Preferred stock in June 2025. 12 % 315,000 315,000 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. The loan was converted to Preferred stock in June 2025. 12 % 250,000 250,000 In April 2024, the Company entered into a commercial financing agreement in the amount of $ 815,000 and will be paid weekly until the loan is paid in full. The loan was in default. — % 377,335 455,335 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 — % 1,850,000 1,850,000 In June 2024, the Company 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. — % 130,639 181,341 In July 2024, the Company entered into a revenue purchase agreement in the amount of $ 178,250 . The loan matures in April 2025. The loan was fully converted to Common Stock in January 2025. 22 % — 91,999 In July 2024, the Company entered into a revenue purchase agreement in the amount of $ 120,750 . The loan matures in May 30, 2025. The loan was fully converted to Common Stock in January 2025 22 % — 120,750 In August 2024, the Company entered into a 5-year loan with individuals totaling in the amount of $ 500,000 . The loan matures in September 2029 with principal and interest due at maturity with conversion price of $ 0.35 per share. The loans were converted to Preferred stock in June 2025. 9 % 500,000 500,000 In August 2024, the Company entered into a eighteen-month loan with individuals totaling in the amount of $ 1,400,000 . The loan matures in February 2026 with principal and interest due at maturity with conversion price of $ 0.38 per share. $ 800,000 was converted to Preferred stock in June 2025. 12 % 1,400,000 1,400,000 In August 2024, the Company entered into a eighteen-month loan with individuals totaling in the amount of $ 100,000 . The loan matures in September 2025 with principal and interest due at maturity with conversion price of $ 0.38 per share. The loan was converted to Preferred stock in June 2025. 12 % 100,000 100,000 In September 2024, the Company entered into a merchant cash advance agreement in the amount of $ 325,000 to be paid weekly until the loan is paid in full. — % 67,861 82,261 In September 2024, the Company entered into an agreement with individuals totaling in the amount of $ 590,000 . $ 290,000 was converted to Preferred stock in June 2025 — % 590,000 590,000 In October 2024, the Company entered into an agreement with individuals totaling in the amount of $ 950,000 — % 950,000 950,000 In November 2024, the Company entered into a merchant cash advance agreement in the amount of $ 340,000 to be paid weekly until the loan is paid in full. The loan was in default. — % 311,713 311,713 In December 2024, the Company entered into a merchant cash advance agreement in the amount of $ 111,300 to be paid weekly until the loan is paid in full. — % 111,300 111,300 In December 2024, the Company entered into a twelve-month loan with an individual in the amount of $ 500,000 . The loan matures in December 2025 with principal and interest due at maturity. 12 % 225,000 225,000 In January 2025, the Company entered into a 12-month loan with individuals in the amount of $ 350,000 . The note included 100 % warrant coverage. The loan had a maturity of January 2026 with principal and interest due at maturity with conversion price of $ 0.25 per share. The loans were converted to Preferred stock in June 2025. 12 % $ 350,000 — In January 2025, the Company entered into a 18-month loan with individuals in the amount of $ 225,000 . The note included 100 % warrant coverage. The loan had a maturity of June 2026 with principal and interest due at maturity with conversion price of $ 0.25 per share. The loans were converted to Preferred stock in June 2025. 12 % $ 225,000 — In January 2025, the Company entered into a convertible promissory note in the amount of $ 156,000 . The loan had a maturity of November 2025 with principal and interest due at maturity. 8 % 156,000 — In January 2025, the Company entered into a promissory note in the amount of $ 150,650 . The loan had a maturity of November 2025 with 1 st payment in July 2025. 22 % 150,650 — Total notes payable $ 14,082,230 $ 14,635,113 Less notes discount ( 2,550,198 ) ( 3,031,513 ) Less current portion ( 9,450,309 ) ( 9,632,505 ) Long-term notes payable $ 2,081,724 $ 1,971,095 14 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 $ 637,345 and $ 533,578 for the three months ended March 31, 2025 and 2024, respectively. Accrued interest amounted to $ 3,805,534 as of March 31, 2025. The Company recognized approximately $ 978,720 and approximately $ 886,838 of interest expense attributable to the amortization of the debt discount during the three months ended March 31, 2025 and 2024, respectively. As of March 31, 2025, and December 31, 2024, the balance of the unamortized debt discount was $ 2,550,199 and $ 3,031,514 respectively. The Company adopted ASU 2020-06 on January 1, 2024, which resulted in the reversal of the original beneficial conversion feature (BCF) amount to additional paid in capital for $ 2,191,103 , reversal of the unamortized debt discount related to the beneficial conversion feature (BCF) for $ 932,047 with the balance being recorded through retained earnings for $ 1,259,056 . Schedule of notes payable Interest Rate March 31, 2025 March 31, 2024 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 %. The loans was converted to Preferred stock in June 2025. 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 for the three months ended March 31, 2025 and 2024, respectively. The Company’s effective interest rate was 21.80% for the three months ended March 31, 2025. As of March 31, 2025, the Company’s convertible note balances are convertible into 461,728 shares of common stock Note 4 – Licensing Agreement and Royalty Payable The licensing agreement between TapouT LLC and the Company was terminated in Q1 2024. The parties are engaged in active and constructive settlement discussions pursuant to the terms of the agreement’s termination provisions. Based on the settlement discussions, the Company anticipates that any final settlement will not exceed the amounts already recorded in its legal reserve and accrued accounts payable. The Company has reserved $ 330,000 that is included in legal reserve in the condensed consolidated statement of operations and comprehensive loss relating to the termination of the ABG agreement. 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. 15 Splash Beverage Group, Inc. Notes to the Condensed Consolidated Financial Statements Note 5– Stockholders’ Equity Common Stock On March 27, 2025, the Company implemented a 1.0 for 40.0 reverse stock split. The reverse stock split was authorized by the Company’s Board of Directors on March 14, 2025. All common stock shares stated herein have been adjusted to reflect the split. The purpose of this reverse split was to ensure that the Company can meet the per share price requirements of the NYSE American. During the three-months ended March 31, 2025, we issued 5,500 shares valued at $ 35,000 in exchange for services and 224,541 shares for conversion of notes payable and accrued interest totaling $ 1,665,953 . Preferred Stock As of the date of this filing, the Company has issued four series of preferred stock: Series A, A-1, B, and C , each with distinct rights and preferences as outlined below. Note agreements were amended to be exchanged for Preferred B and the impact of those amendments is subject to further review. Voting Rights ● Series A carries 25,000 votes per share but is limited solely to voting on the authorization of additional shares. It has no other voting rights. Series A is expected to be retired following the special meeting. ● Series A-1 carries 231 votes per share. ● Series B and Series C do not carry any voting rights. Dividends ● Series A does not accrue dividends. ● Series A-1 and Series B carry a fixed 12% annual dividend, payable quarterly in arrears, in either cash or payment-in-kind (PIK) at the Company’s discretion. These dividends are mandatory and take priority over any dividends on common stock, regardless of whether common stock dividends are declared. ● Series C does not accrue dividends. Conversion into Common Stock ● Series A is not convertible. ● Series A-1 is convertible into common stock at 80% of the VWAP, subject to a floor of $1.25 and a ceiling of $4.00. A-1 is convertible into a range of 162,500 to 520,000 common shares. ● Series B is also convertible at 80% of the VWAP, with a floor of $1.25 and a ceiling of $6.00, and is convertible into a range of 2,118,333 to 10,168,000 common shares. ● Series C is convertible at a fixed price of $3.00, resulting in the potential issuance of 6,666,667 common shares upon conversion. Redemption – at the sole discretion of the Company. ● Series A is redeemable by the Company after the special meeting for $1,000. ● Series A-1 and Series B are redeemable by the Company after two years from the date of issuance, for $650,000 and $12,700,000, respectively. ● Series C is not redeemable. 16 Seniority ● Series B is the most senior class (Seniority Level 1). ● Series A-1 ranks junior to Series B (Seniority Level 2). ● Series C is the most junior class (Seniority Level 3). ● Series A is a governance-related instrument and does not participate in liquidation or dividend preferences. Stock Plan 2020 Plan adjusted for the 1 for 40 reverse split. 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 152,383 as of March 31, 2025. 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. In October 2023, the shareholders voted to increase the number of shares issuable under the Plan to 7.5%. At January 1, 2024 and 2025, the number of shares issuable under the 2020 plan increased by 83,119 and 125,238 shares, respectively. The following is a summary of the Company’s stock option activity: Schedule of stock option activity Options March 31, 2025 March 31, 2024 Number of Options Weighted Average Exercise Price Number of Options Weighted Average Exercise Price Balance - January 1* 218,600 $ 29.60 106,475 $ 45.20 Granted 15,000 6.04 15,750 23.60 Exercises — — — — Cancelled 12,500 13.20 — — Balance – March 31, 216,100 $ 28.80 122,225 $ 42.40 Exercisable – March 31, 184,090 $ 31.68 108,309 $ 42.40 During the three-month period ended March 31, 2025 and March 31, 2024, the company granted 15,000 and 15,750 options to new employees under the 2020 plan. The fair value of stock options granted in the period has been measured at $ 90,587 using the Black-Scholes option pricing model with the following assumptions: exercise price $ 6.04 , expected life 10 years, expected volatility 254 %, expected dividends 0 %, risk free rate 4.0 %. 17 Splash Beverage Group, Inc. Notes to the Condensed Consolidated Financial Statements Note 5 – Stockholders’ Equity, continued Common Stock Issuable, Liability to Issue Stock and Shareholder Advances Outstanding balance for shareholder advances on March 31, 2025 and 2024 was $ 200,000 . 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 to Decathlon with a balance of $ 1,995,950 at December 31, 2024 and $ 1,361,395 at December 31, 2023. On April 2024, the Company also entered into a Merchant Cash Advance 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 Cobalt Funding Solutions (the “Lender”). The Loan and Security Agreement provided a loan of $815,000, with the gross and interest amount of $326,028 with the Lender (the “Credit Facility”). There was $377,334 outstanding under this agreement as of March 31, 2025. On September 2024 and November 2024 the Company also entered into a Merchant Cash Advance 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 with Timeless Funding LLC (the “Lender”). The Loan and Security Agreement provided a loan of $ 325,000 and $340,000, with the gross and interest amount of $ 172,250 and $173,400 respectively with the Lender (the “Credit Facility”). There was $ 67,861 and $311,713 respectively outstanding under this agreement as of March 31, 2025. There were related party advances from our chief executive officer in the amount of approximately $ 0.4 million outstanding as of March 31, 2025 and approximately $ 0.4 million as of December 31, 2024. This amount includes a shareholder note payable in the amount of $ 0.2 million outstanding as of March 31, 2024. The annual interest rate of the note is 12 % with a conversion price of $ 14.0 per share. The note includes 14,285 shares of warrant coverage. 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, common area maintenance are expensed during the period incurred. Variable lease costs were immaterial for the quarter ended March 31, 2025 and 2024. 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 $ 88,603 and $ 97,953 during the period ended March 31, 2025 and 2024, 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 March 31, 2025 Schedule of operating lease liabilities Undiscounted Future Minimum Lease Payments Operating Lease 2025 (Nine months remaining) 240,940 2026 52,703 2027 2,976 Total 296,619 Amount representing imputed interest ( 10,111 ) Total operating lease liability 286,508 Current portion of operating lease liability 249456 Operating lease liability, non-current $ 37,052 18 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 March 31, 2025: 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 reporting information Revenue, net March 31, 2025 March 31, 2024 Splash Beverage Group 379,260 1,200,282 E-Commerce 59,012 340,398 Total revenues, net, continuing operations $ 438,272 $ 1,540,680 Segment operating loss: March 31, 2025 March 31, 2024 Splash Beverage Group ( 1,649,985 ) ( 2,790,201 ) E-Commerce ( 270,427 ) ( 460,096 ) Total contribution after marketing $ ( 1,920,512 ) $ ( 3,250,297 ) Reconciliation of segment loss to corporate loss: March 31, 2025 March 31, 2024 Other income/expense ( 1,845 ) ( 1,495 ) Amortization of debt discount ( 978,721 ) ( 886,838 ) Interest income and expenses ( 637,345 ) ( 532,267 ) Loss from continuing operations $ ( 3,538,423 ) $ ( 4,670,897 ) Total assets March 31, 2025 December 31, 2024 Splash Beverage Group 2,445,462 2,610,207 E-Commerce 63,142 148,978 Total assets $ 2,508,604 $ 2,759,185 19 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. The licensing agreement between TapouT LLC and the Company was terminated in Q1 2024. The parties are engaged in active and constructive settlement discussions pursuant to the terms of the agreement’s termination provisions. Based on the settlement discussions, the Company anticipates that any final settlement will not exceed the amounts already recorded in its legal reserve and accrued accounts payable. Note 11 – Subsequent Events In April 2025, the Company issued a 5-year promissory note in the amount of $200,000, it accrues interest at 15%, and is convertible into shares of common stock at $1.25. The note also received 125,000 5-year warrants exercisable at $2.00, and 83,334 5-year warrants exercisable into common stock at $3.00. In May 2025, the Company issued 650 shares of Series A-1 Preferred Stock in exchange for approximately $650,000. Series A-1 shares are convertible into common stock, subject to shareholder approval, and further discussed in Note 5. Investors of A-1 Shares also received 162,500 1-year A Warrants exercisable into common stock at 80% of 5-day VWAP, and 162,500 5-year B Warrants exercisable into common stock at $4.00. The accounting treatment of this transaction is subject to further review and may be adjusted in the future. In June 2025, the Company issued 1000 shares of Preferred A Stock. Preferred A is super voting preferred, not convertible into common stock, and further discussed in Note 5. In June 2025, the Company issued 126,710 shares of Series B Preferred Stock in exchange for approximately $12.7 million in previously outstanding convertible notes. The Series B shares are convertible into common stock, subject to shareholder approval and further discussed in Note 5. The accounting treatment of this transaction is subject to further review and may be adjusted in the future. In June 2025, the Company acquired certain assets, including all contractual water rights to the aquifer located in Garabito, Puntarenas, Costa Rica. The Company issued 20,000 shares of Series C Preferred Stock as consideration, at an initial stated value of $1000 per share. Management determined that the transaction is an asset acquisition under ASC 805, as substantially all of the fair value is concentrated in a single identifiable asset—the water rights—and no substantive processes were acquired. The fair value of the acquired assets has been preliminarily estimated at $20 million and is subject to further evaluation and assessment. The Series C shares are convertible into common stock, subject to shareholder approval, and further discussed in Note 5. Pro Forma Adjustments from Subsequent Events The accounting treatment of these transaction is subject to further review and may be adjusted in the future. During the second quarter of 2025, Splash Beverage Group, Inc. undertook several strategic financing initiatives. The unaudited pro forma balance sheet reflects the estimated accounting impact of these transactions as if they had occurred on March 31, 2025. Each adjustment column corresponds to a discrete event, as described below: 20 Preferred Stock A-1 Splash issued 650 shares of Preferred Stock A-1 for cash proceeds of $650,000. The net impact of this transaction is a $650,000 increase in stockholders’ equity, reflecting the cash received. See Note 5 for additional details of Preferred Stock A-1. Preferred Stock B – Debt Exchange The Company exchanged previously issued convertible notes for 126,710 shares of Preferred Stock B, eliminating $7,699,596 of current liabilities and $2,070,712 of long-term liabilities. These liabilities were previously carried net of unamortized discounts. The exchange was a non-cash transaction and resulted in a $9,770,307 increase in stockholders’ equity. Debt agreements were amended to be exchanged for Preferred B and the impact of those amendments is subject to further review. See Note 5 for additional details of Preferred Stock B. Preferred Stock C – Asset Acquisition Splash issued 20,000 shares of Preferred Stock C in exchange for non-current assets largely consisting of water rights located in Garabito, Puntarenas, Costa Rica. The asset was recorded at $20,000,000, with a corresponding increase to stockholders’ equity. This non-cash transaction supports the Company’s business strategy. See Note 5 for additional details of Preferred Stock C. Senior Convertible Note Splash issued a $200,000 senior convertible note with a $30,000 original issuance discount, and warrant coverage that resulted in the recognition of a note discount in the amount of $153,924. Schedule of fair value of the warrant-related derivative liability For The Period Ended M arch 31, 2025 Debt exchange Senior Pro forma As Reported Preferred Stock A-1 Preferred Stock B Preferred Stock C Convertible Note As Adjusted Assets Current assets: Cash and cash equivalents $ — $ 650,000 — — $ 170,000 $ 820,000 Other current assets 1,694,956 1,694,956 Total current assets 1,694,956 650,000 — — 170,000 2,514,956 Non-current assets: Deposit $ 118,922 — — — — $ 118,922 Investment in Garabito, Puntarenas, Costa Rica Water Rights — — — 20,000,000 — 20,000,000 Investment in Salt Tequila USA, LLC 250,000 — — — — 250,000 Right of use asset 277,172 — — — — 277,172 Property and equipment, net 167,791 — — — — 167,791 Total non-current assets 813,885 — — 20,000,000 — 20,813,885 Total assets $ 2,508,841 $ 650,000 $ — $ 20,000,000 $ 170,000 $ 23,328,841 Liabilities and Stockholders' Equity (Deficit) Liabilities: Current liabilities Accounts payable and accrued expenses 6,324,015 — — — — $ 6,324,015 Right of use liability - current 249,456 — — — — 249,456 Related party notes payable 389,000 — — — — 389,000 Notes payable, net of discounts 9,450,309 — ( 7,499,596 ) — 16,076 1,966,789 Shareholder advances 200,000 — ( 200,000 ) — — — Accrued interest payable 3,805,534 — — — — 3,805,534 Total current liabilities 20,418,314 — ( 7,699,596 ) — 16,076 12,734,794 Long-term Liabilities: Related party notes payable - noncurrent — — — — — — Notes payable - net of discounts 2,081,724 — ( 2,070,712 ) — — 11,012 Right of use liability - net of current portion 37,052 — — — — 37,052 Total long-term liabilities 2,118,776 — ( 2,070,712 ) — — 48,064 Total liabilities 22,537,090 — ( 9,770,307 ) — 16,076 12,782,859 Stockholders' equity: Preferred stock, Series A-1 $0.001 par value, 1,500 shares authorized, 650 shares issued and outstanding — 1 — — — 1 Preferred stock Series B, $0.001 par value, 12% cumulative, 150,000 shares authorized , 126,200 shares issued and outstanding — — 126 — — 126 Preferred stock Series C, $0.001 par value, 500,000 shares authorized, 20,000 shares issued and outstanding — — — 20 — 20 Common Stock, $0.001 par, 7,500,000 shares authorized,1,899,876 and 1,669,835 shares issued and outstanding, at March 31, 2025 and Dec 31, 2024, respectively 1,900 — — — — 1,900 Additional paid in capital 139,418,469 649,999 9,770,181 19,999,980 153,924 169,992,553 Accumulated Comprehensive Income - Translation 34,110 — — — — 34,110 Accumulated deficit ( 159,482,727 ) — — — — ( 159,482,727 ) Total stockholders' equity ( 20,028,248 ) 650,000 9,770,307 20,000,000 153,924 10,545,983 Total liabilities and deficiency in stockholders' equity $ 2,508,842 $ 650,000 $ ( 0 ) $ 20,000,000 $ 170,000 $ 23,328,842 21 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 Ended March 31, 2025 compared to Three Months Ended March 31, 2024. Revenue Revenues for the three months ended March 31, 2025 were approximately $0.4 million compared to revenues of approximately $1.5 million for the three months ended March 31, 2024. The $1.1 million decrease in sales is due to a decrease in our beverage sales of $0.8 million. Our revenues from our vertically integrated B2B and B2C e-commerce distribution platform called Qplash decreased approximately $0.3 million due to low inventory. Total sales declined due to limited liquidity to procure inventory to drive third-party sales. Cost of Goods Sold Cost of goods sold for the three months ended March 31, 2025 were $0.5 million compared to cost of goods sold for the three months ended March 31, 2024 of approximately $1.4 million. The $0.9 million decrease in cost of goods sold for the three-month period ended March 31, 2025 is primarily due to our decreased sales. 22 Operating Expenses Operating expenses for the three months ended March 31, 2025 were $2.0 million compared to $3.4 million for the three months ended March 31, 2024 a decrease of $1.4 million. The decrease in our operating expenses was primarily due to non-cash expenses, new staff, benefit cost, freight cost and Amazon selling fees. The net loss for the three months ended March 31, 2025 was $3.5 million as compared to a net loss of approximately $4.7 million for the three months ended March 31, 2024. The decrease in net loss is due to lower operating expenses. During the quarter ended March 31, 2025, the Company did not meet its payroll obligations for the months of February and March. As a result, employees were not paid for services rendered during that period. The unpaid wages have been fully accrued as liabilities in the accompanying financial statements. Net Other Income and Expense Interest expenses for the three months ended March 31, 2025 was $0.6 million compared to $0.5 million for the three months ended March 31, 2024. The $0.1 million increase in interest expense is due to new loans with a principal of $9.0 million. Other income was $0 and $0.1 million for the three months ended March 31, 2025 and March 31, 2024 respectively. Amortization of debt discount for the three months ended March 31, 2025 was approximately $1.0 million compared to $0.9 million for three months ended March 31, 2024. 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 March 31, 2025, the Company had total cash and cash equivalents of $0 as compared with $15,346 at December 31, 2024. Net cash used for operating activities during the three months ended March 31, 2025 was $0.7 million as compared to the net cash used by operating activities for the three months ended March 31, 2024 of $1.3 million. The primary reasons for the change in net cash used are decreases in inventory, accrued expenses and accounts receivable partially offset by increases in account payable. For the period ending March 31, 2025 and March 31, 2024, there were no capital asset transactions. Net cash provided by financing activities during the three months ended March 31, 2025 was $0.8 million compared to $1.0 million provided from financing activities for the three months ended March 31, 2024. During the three months ended March 31, 2025, the Company received $0.9 million for convertible note, which was offset by repayments to debt holders of $0.1 million. CONTRACTUAL OBLIGATIONS Minimum Royalty Payments: None Inventory Purchase Commitments : None. 23 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. 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 March 31, 2025. 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. Changes in Internal Control Over Financial Reporting Except with respect to the above, during the quarter ended March 31, 2025, 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. 24 PART II – OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS. None. ITEM 1A. RISK FACTORS The Company has included in Item 1A of Part 1 of its Annual Report on Form 10-K for the year ended December 31, 2024 (“Form 10-K”), a description of certain risks and uncertainties that could affect the Company’s business, future performance or financial condition (the “Risk Factors”). There have been no material changes to the Risk Factors we previously disclosed in our Form 10-K filed with the SEC, except as described below. Our operations could also be affected by additional factors that are not presently known to us or by factors that we currently consider immaterial to our business. 25 ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS The Company granted 600,000 shares in March to new CFO under the 2020 plan 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 three months ended March 31, 2025, 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. 26 ITEM 6. EXHIBITS (a) Exhibits required by Item 601 of Regulation S-K. Exhibits Description 3.1 Certificate of Designation of Series A Preferred Stock (incorporated by reference herein to Exhibit 3.1 filed with Form 8-K filed with the SEC on June 13, 2025) 3.2 Certificate of Change filed with the Secretary of State of Nevada 3.3 Certificate of Designations, Preferences Rights and Limitations of the Series A-1 Convertible Redeemable Preferred Stock (incorporated by reference herein to Exhibit 3.1 filed with Form 8-K filed with the SEC on June 26, 2025) 3.4 Certificate of Designations, Preferences Rights and Limitations of the Series B Convertible Redeemable Preferred Stock (incorporated by reference herein to Exhibit 3.2 filed with Form 8-K filed with the SEC on June 26, 2025) 3.5 Certificate of Designations, Preferences Rights and Limitations of the Series C Convertible Preferred Stock (incorporated by reference herein to Exhibit 3.3 filed with Form 8-K filed with the SEC on June 26, 2025) 4.1 Form of A Warrant (incorporated by reference herein to Exhibit 4.1 filed with Form 8-K filed with the SEC on June 26, 2025) 4.2 Form of B Warrant (incorporated by reference herein to Exhibit 4.2 filed with Form 8-K filed with the SEC on June 26, 2025) 10.1 Subscription and Investment Representation Agreement, dated June 10, 2025, Between Splash Beverage Group, Inc., and Robert Nistico (incorporated herein by reference to Exhibit 10.1 filed with Form 8-K filed with the SEC on June 13, 2025) 10.2 Form of Securities Purchase Agreement (incorporated herein by reference to Exhibit 10.1 filed with Form 8-K filed with the SEC on June 26, 2025) 10.3 Form of Securities Exchange Letter Agreement*** (incorporated herein by reference to Exhibit 10.2 filed with Form 8-K filed with the SEC on June 26, 2025) 10.4 Form of Registration Rights Agreement*** (incorporated herein by reference to Exhibit 10.3 filed with Form 8-K filed with the SEC on June 26, 2025) 10.5 Form of Side Letter Agreement (incorporated herein by reference to Exhibit 10.4 filed with Form 8-K filed with the SEC on June 26, 2025) 10.6 Acquisition Agreement*** (incorporated herein by reference to Exhibit 10.5 filed with Form 8-K filed with the SEC on June 26, 2025) 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 27 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: July 11, 2025 By: /s/ Robert Nistico Robert Nistico, Chairman and CEO (Principal Executive Officer) Date: July 11, 2025 By: /s/ William Devereux William Devereux, CFO (Principal Accounting Officer and Principal Financial Officer) 28