What changed in this filing

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Item 1. Financial Statements

2025-11-19 compared with 2025-08-14 · 410 added, 289 removed, 772 unchanged (48% of the section changed)

2 unchanged sentences

Condensed Consolidated Financial Statements

June 30, 2025

September 30, 2025

Splash Beverage Group, Inc.

Condensed Consolidated Balance Sheets

June 30, 2025 and December 31, 2024

September 30, 2025 and December 31, 2024

September 30,

December 31, 2024

26 unchanged sentences

Stockholders’ equity:

Preferred stock, Series A $ 0.001 par value, 1,000 shares authorized, 1,000

shares issued and outstanding

Preferred stock, Series A $ 0.001 par value, 1,000 shares authorized, 1,000 shares issued and outstanding

Preferred stock, Series A-1 $ 0.001 par value, 1,500 shares authorized, 800 shares issued and outstanding

Preferred stock Series B, $ 0.001 par value, 12% cumulative, 150,000 shares authorized, 124,645 shares issued and outstanding

Preferred stock Series C, $ 0.001 par value, 500,000 shares authorized, 20,000 shares issued and outstanding

Common Stock, $ 0.001 par, 7,500,000 shares authorized, 1,899,876 shares issued, 1,669,835 shares outstanding at June 30, 2025 and December 31, 2024

Common Stock, $ 0.001 par, 400,000,000 shares authorized, 2,421,631 shares issued, 1,669,835 shares outstanding at September 30, 2025 and December 31, 2024

Additional paid in capital

12 unchanged sentences

Condensed Consolidated Statements of Operations and Comprehensive Loss

For the Three Months and Six Months Ended June 30, 2025 and June 2024

Three months ended June 30

Six months ended June 30,

For the Three Months and Nine Months Ended September 30, 2025 and September 30, 2024

Three months ended September 30

Nine months ended September 30,

Cost of goods sold

21 unchanged sentences

( 2,730,854 )

( 1,900,654 )

Legal reserve

Loss on Extinguishment of debt

( 5,560,482 )

Total other income/(expense)

2 unchanged sentences

( 5,106,351 )

( 3,056,382 )

Provision for income taxes

19 unchanged sentences

Splash Beverage Group, Inc.

Consolidated Statement of Changes in Deficiency in Stockholders' Equity

For the Six months ended June 30, 2025 and June

Comprehensive

Stockholders’

at December 31, 2023

Consolidated Statement of Changes in Deficiency

in Stockholders’ Equity

For the Nine months ended September 30, 2025 and

September 2024

Preferred Stock

Additional Paid-In

Other Comprehensive

Stockholders’ Equity

Balances at December 31, 2023

$ 127,701,710

1 unchanged sentence

$ ( 5,605,326 )

discount created from issuance of common stock and

based compensation

of ASU 2020-06

Note discount created from issuance of common stock and

Share based compensation

Adoption of ASU 2020-06

( 2,191,103 )

of warrants on convertible instruments

of notes payable to common stock

of common stock for services

Comprehensive loss - Translation, net

Issuance of warrants on convertible instruments

Conversion of notes payable to common stock

Issuance of common stock for services

Accumulated Comprehensive loss - Translation, net

( 4,670,897 )

at March 31, 2024

Balances at March 31, 2024

( 136,746,623 )

( 9,502,688 )

stock issuable on convertible 18-month promissory note

based compensation

of warrants on convertible instruments

of notes payable to common stock

of common stock for services

Comprehensive loss - Translation, net

Common stock issuable on convertible 18-month promissory 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

( 5,326,702 )

( 5,326,703 )

at June 30, 2024

Balances at June 30, 2024

$ 131,689,438

1 unchanged sentence

$ ( 10,353,838 )

at December 31, 2024

Issuance of common stock for convertible 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

( 4,719,563 )

Balances at September 30, 2024

$ 135,842,349

based compensation

of warrant for convertible note

of notes payable to common stock

of common stock for services

Comprehensive loss - Translation, net

$ ( 146,792,889 )

$ ( 10,828,073 )

at March 31, 2025

Balances at December 31, 2024

$ 137,114,578

$ ( 155,832,277 )

based compensation

of Preferred stock A

of Preferred stock A-1

of Notes Payable to Preferred Stock B

of Preferred stock C for acquisition of Water Rights

of warrants on convertible instruments

Comprehensive loss - Translation, net

$ ( 18,634,849 )

Share based compensation

Issuance of warrant for convertible note

Conversion of notes payable to common stock

Issuance of common stock for services

Accumulated Comprehensive loss - Translation, net

( 3,650,451 )

at June 30, 2025

( 3,650,451 )

Balances at March 31, 2025

( 159,482,728 )

( 20,028,249 )

Share based compensation

Issuance of Preferred stock A

Issuance of Preferred stock A-1

Exchange of Notes Payable to Preferred Stock B

Issuance of Preferred stock C for acquisition of Water Rights

Issuance of warrants on convertible instruments

Accumulated Comprehensive loss - Translation, net

Dividends payable

( 8,493,081 )

Balances at June 30, 2025

$ 176,673,136

$ ( 167,992,381 )

Share based compensation

Issuance of Preferred stock A-1

Conversion of Preferred stock B to common stock

Conversion of notes payable to common stock

Issuance of common stocks on convertible instruments

Issuance of common stocks for service

Accumulated Comprehensive loss - Translation, net

Dividends payable

( 9,886,045 )

Balances at September 30, 2025

$ 185,025,450

$ ( 178,284,467 )

Shares and per share amounts are reflective of the

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Condensed Consolidated Statement of Cash Flows

For the Six Months Ended June 30, 2025 and June 2024

For the Nine Months Ended September 30, 2025 and September 30, 2024

$ ( 22,029,577 )

47 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 also seeking to expand to select

attractive international markets.

Through its division Qplash, Splash’s distribution reach includes e-commerce access to both business-to-business

(B2B) and business-to-consumer (B2C) customers.

Qplash markets well known beverage brands to customers throughout the US that prefer delivery

direct to their office, facilities, and or homes.

Prior to pausing its operations in February 2025, Qplash marketed 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

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was to maintain the company’s listing on the NYSE American.

In June 2025 the Company acquired water extraction

rights to an aquifer located in Costa Rica, which assets are referred to herein as the “Water Assets.” Subject to accessing

the necessary capital and infrastructure, the Company’s business plan for the Water Assets envisions the extraction, bottling and

sale of high quality drinking water.

As of September 30, 2025, the Company has received a purchase order from a customer in the United

Arab Emirates.

The Company needs to raise approximately $ 4,000,000 in order to bottle, package, and ship this order.

Beginning in February,

2025, the Company temporarily suspended its operations due to its lack of adequate capital to acquire inventory and otherwise maintain

its business operations.

The Company intends to re-commence certain operations and to establish new operations upon its receipt of sufficient

capital and determining appropriate updates to its strategy and business plan.

Subject to receiving sufficient capital, the Company intends

to focus its efforts on distribution of the Chispo brand tequila, establishing and growing material operations through the sale of water

extracted from the Water Assets, and re-launching its Qplash platform primarily to provide an online supplement to sales of these products.

Subject to receipt of at least $20 million, the Company intends to secure a facility to extract water from the Water Assets in greater

quantities and other strategic relationships to allow for additional revenue generation from thus business venture and expansion of sales

and brand recognition.

Summary of Significant Accounting Policies

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operations for the interim periods are not necessarily indicative of the results that may be expected for the entire year.

Splash Beverage Group, Inc.

Notes to the Condensed Consolidated Financial Statements

Note 2 – Summary of Significant Accounting

Policies, continued

Basis of Presentation and Consolidation

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Actual results could differ from those estimates.

Splash Beverage Group, Inc.

Notes to the Condensed Consolidated Financial Statements

Cash Equivalents and Concentration of Cash

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

The Company had no cash equivalents at June 30, 2025 or December

The Company had no cash equivalents at September 30, 2025 or

December 31, 2024.

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

federally insured limits of $ 250,000 .

At June 30, 2025 and December 31, 2024, the Company’s cash on deposit with financial institutions

had not exceeded federally insured limits of $ 250,000 .

Note 2 – Summary of Significant Accounting

Policies, continued

At September 30, 2025 the Company had $15,667 in excess of the federally insured limits.

31, 2024, the Company’s cash on deposit with financial institutions had not exceeded federally insured limits of $ 250,000 .

Accounts Receivable and Allowance for Doubtful

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value, accounted for using the weighted average cost method.

The inventory balances at June 30, 2025 and December 31, 2024 consisted of

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

The inventory balances at September 30, 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,

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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 June 30, 2025 and December 31, 2024.

The amount of our reserve was $ 621,516 at September 30, 2025 and December 31, 2024.

Splash Beverage Group, Inc.

Notes to the Condensed Consolidated Financial Statements

Note 2 – Summary of Significant Accounting

Policies, continued

Property and Equipment

7 unchanged sentences

Depreciation expense totaled $ 37,017 and $ 37,017 for

the three months ended June 30, 2025 and June 30, 2024, respectively.

For the six months ended June 30, 2025 and June 30, 2024, depreciation

expense totaled $ 74,034 and $ 74,229 , respectively.

Property and equipment as of June 30, 2025 and December 31, 2024 consisted of the following:

the three months ended September 30, 2025 and September 30, 2024, respectively.

For the nine months ended September 30, 2025 and September

30, 2024, depreciation expense totaled $ 111,053 and $ 111,246 , respectively.

Property and equipment as of September 30, 2025 and December

31, 2024 consisted of the following:

Schedule of property and equipment

7 unchanged sentences

Property, plant & equipment, net

Splash Beverage Group, Inc.

Notes to the Condensed Consolidated Financial Statements

The Company pays alcohol excise taxes based on product

6 unchanged sentences

a small winery tax credit provision which decreases based upon the number of gallons of wine production in a year rather than the quantity

Note 2 – Summary of Significant Accounting

Policies, continued

Fair Value of Financial Instruments

11 unchanged sentences

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.

Splash Beverage Group, Inc.

Notes to the Condensed Consolidated Financial Statements

Note 2 – Summary of Significant Accounting

Policies, continued

The liabilities and indebtedness presented on the

condensed consolidated financial statements approximate fair values at June 30, 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.

condensed consolidated financial statements approximate fair values at September 30, 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

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that reflects what the Company expects to receive in exchange for the transfer of goods or services to customers.

Splash Beverage Group, Inc.

Notes to the Condensed Consolidated Financial Statements

The Company recognizes revenue when the Company’s

9 unchanged sentences

are excluded from revenue.

Note 2 – Summary of Significant Accounting

Policies, continued

Distribution expenses to transport our products, and

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fair value of stock-based awards.

Splash Beverage Group, Inc.

Notes to the Condensed Consolidated Financial Statements

Note 2 – Summary of Significant Accounting

Policies, continued

We measure stock-based awards at the grant-date fair

22 unchanged sentences

an adjustment in the period in which estimates are revised.

Splash Beverage Group, Inc.

Notes to the Condensed Consolidated Financial Statements

The Company uses the liability method of accounting

11 unchanged sentences

ultimate settlement with a taxing authority that has full knowledge of all relevant information.

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 June 30, 2025 and December 31, 2024.

has determined that there are no material uncertain tax positions at September 30, 2025 and December 31, 2024.

Net income (loss) per share

9 unchanged sentences

Net income/(loss) per common shares:

3 months ended June 30, 2025

6 months ended June 30, 2025

3 months ended September 30, 2025

9 months ended September 30, 2025

Net income/(loss)

1 unchanged sentence

$ ( 22,076,756 )

Dividends on Series A-1 preferred stock

Dividends on Series A-1 and B preferred stock

$ ( 406,041 )

$ ( 422,613 )

Weighted-average shares outstanding

Net loss per common share

Splash Beverage Group, Inc.

Notes to the Condensed Consolidated Financial Statements

Note 2 – Summary of Significant Accounting

Policies, continued

The Company conducts advertising for the promotion

2 unchanged sentences

The Company recorded advertising

expense of $ 18,295 and $ 109,624 for the three months ended June 30, 2025 and 2024, respectively.

The Company recorded advertising expense

of $ 40,721 and $ 187,251 for the six months ended June 30, 2025 and 2024, respectively.

expense of $ 8,833 and $ 216,359 for the three months ended September 30, 2025 and 2024, respectively.

The Company recorded advertising

expense of $ 49,554 and $ 403,610 for the nine months ended September 30, 2025 and 2024, respectively.

Goodwill and Intangibles Assets

11 unchanged sentences

$ 0 at December 31, 2024.

Splash Beverage Group, Inc.

Notes to the Condensed Consolidated Financial Statements

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.

On June 25, 2025, the Company acquired water concession rights and related

permits in Garabito, Puntarenas, Costa Rica, as part of the Utopia asset acquisition.

The concession grants the legal right to extract

up to 0.81 liters per second from the approved aquifer, with renewals available every ten years, contingent on approval by regulatory

agencies in Costa Rica.

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

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.

On June 25, 2025, the Company acquired water concession

rights and related permits in Garabito, Puntarenas, Costa Rica, as part of the Utopia asset acquisition.

The concession grants the legal

right to extract up to 0.81 liters per second from the approved aquifer, with renewals available every ten years, contingent on approval

by regulatory agencies in Costa Rica.

Management expects the concession to be renewed for at least 100 years.

The water rights are classified as indefinite-lived

intangible assets under ASC 350 and are not amortized.

Indefinite-lived intangible assets are tested for impairment annually or more frequently

if indicators of impairment are present.

As of June 30, 2025, the carrying amount of the water rights was $20.0 million, and no impairment

was recorded.

Note 2 – Summary of Significant Accounting

Policies, continued

The water rights are classified

as indefinite-lived intangible assets under ASC 350 and are not amortized.

Indefinite-lived intangible assets are tested for impairment

annually or more frequently if indicators of impairment are present.

As of September 30, 2025, the carrying amount of the water rights

was $20.0 million, and no impairment was recorded.

Long-lived assets

10 unchanged sentences

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 $ 1,168 and net gain of $ 182 for the three months ending June 30, 2025 and 2024 respectively and net loss

of $ 45,902 and net loss of $ 7,255 for the six months ending June 30, 2025 and 2024 respectively.

Foreign Currency Gains/Losses — foreign

subsidiaries’ functional currency is the local currency of operations and the net assets of foreign operations are translated

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 loss of $ 1,277 and net gain of $ 85,074 for

the three months ending September 30, 2025 and 2024 respectively and net loss of $ 47,179 and net gain of $ 77,819 for the nine months

ending September 30, 2025 and 2024 respectively.

Splash Beverage Group, Inc.

Notes to the Condensed Consolidated Financial Statements

Note 2 – Summary of Significant Accounting

Policies, continued

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 $8.5 million for three-month period ended June 30, 2025 and accumulated deficit of approximately

$168.0 million through June 30, 2025.

During the six-month period ended June 30, 2025, the Company’s net cash used in operating

activities totaled approximately $ 1.4 million.

Additionally, the Company’s current liabilities exceed its current assets, and it

has a working capital deficit.

since inception and had net-loss of approximately $10.0 million for three-month period ended September 30, 2025 and accumulated deficit

of approximately $178.3 million through September 30, 2025.

During the nine-month period ended September 30, 2025, 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.

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

Splash Beverage Group, Inc.

Notes to the Condensed Consolidated Financial

Note 2 – Summary of Significant Accounting

Policies, continued

The Company received approximately $ 1.1 million from

the issuance of debt and $ 0.7 million from sale of preferred stocks for the six months ending June 30, 2025.

The Company received approximately $ 3.7

million from the issuance of debt and $ 0.8

million from sale of preferred stock and warrants for the nine months ending September 30, 2025.

Management’s plans in regard to these matters

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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.

By converting debt into equity, the Company enhanced its balance

sheet, reduced interest expense, and improved its shareholder equity position in furtherance of its goal of complying with exchange requirements.

The financial statements do not include any adjustments

20 unchanged sentences

Splash Beverage Group, Inc.

Notes to the Condensed Consolidated Financial

Notes to the Condensed Consolidated Financial Statements

Note 3 – Notes Payable, Related Party

3 unchanged sentences

Schedule of notes payable

September 30,

Notes Payable and Convertible Notes Payable

3 unchanged sentences

Note is guaranteed by a related party see note 6.

In April 2021, the Company entered into two six-month loans in the amount

of $ 84,000 each.

In April 2021, the Company entered into two six-month loans in the amount of $ 84,000 each.

The loan had an original maturity of October 2021 with principal and interest due at maturity.

The loan was exchanged

to Series B Preferred stock in June 2025.

The loan was exchanged to Series B Preferred stock in June 2025.

In May 2021, the Company entered into a six-month loan with an individual in the amount of $ 50,000 .

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The loan was extended to June 2025.

The loan is in default.

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

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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.

The loan is in default.

In May 2024, the Company entered into an eighteen-month loan with individuals totaling in the amount of $ 1,850,000 .

4 unchanged sentences

4 % of revenue will be paid weekly until the loan is paid in full.

The loan is in default .

In July 2024, the Company entered into a revenue purchase agreement in the amount of $ 178,250 .

14 unchanged sentences

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.

The loan is in default .

In September 2024, the Company entered into an agreement with individuals totaling in the amount of $ 590,000 .

There is no stated maturity, the proceeds of which are to be used for a future acquisition.

$ 290,000 was exchanged to Series B Preferred stock in June 2025

2 unchanged sentences

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.

The loan is in default.

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.

The loan was fully converted to Common Stock.

In December 2024, the Company entered into a twelve-month loan with an individual in the amount of $ 225,000 .

10 unchanged sentences

The loan had a maturity of November 2025 with principal and interest due at maturity.

The loan was converted to common stock.

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.

The loan was converted to common stock.

In April 2025, the Company entered into a senior convertible note in the amount of $ 200,000 with conversion price of $ 1.25 per share.

The loan had a maturity of April 2030 with 125,000 5-year warrants exercisable at $2.00, and 83,334 5-year warrants exercisable into common stock at $3.00

In July 2025, the Company entered into a convertible promissory note in the amount of $ 30,000 .

In August 2025, the Company entered into a convertible promissory note with individuals totaling in the amount of $ 241,280 .

The loan had a maturity of May 2026 with principal and interest due at maturity.

In August 2025, the Company entered into a convertible promissory note in the amount of $ 183,280 .

The loan had a maturity of June 2026 with principal and interest due at maturity.

In September 2025, the Company entered into a twelve-month loan with individuals totaling in the amount of $ 2,200,000 .

The loan matures in September 2026 with principal and interest due at maturity with conversion price lower of $ 1.75 and $ 0.01 above the closing price on the date of conversion.

Total notes payable

10 unchanged sentences

Interest expense on notes payable was $ 315,794 and

$ 607,903 for the three months ended June 30, 2025 and 2024, respectively.

$ 877,772 for the three months ended September 30, 2025 and 2024, respectively.

Interest expense on notes payable was $ 1,578,186 and $ 2,026,523

for the six months ended June 30, 2025 and 2024, respectively.

Accrued interest amounted to $ 2,214,868 as of June 30, 2025.

The Company recognized approximately $ 674,962 and

approximately $ 1,013,815 of interest expense attributable to the amortization of the debt discount during the three months ended June

for the nine months ended September 30, 2025 and 2024, respectively.

Accrued interest amounted to $ 2,165,697 as of September 30, 2025.

The Company recognized approximately $ 25,653 and approximately

$ 1,125,409 of interest expense attributable to the amortization of the debt discount during the three months ended September 30, 2025

and 2024, respectively.

The Company recognized approximately $ 1,653,683 and approximately $ 1,900,656 of interest expense attributable

to the amortization of the debt discount during the six months ended June 30, 2025 and 2024, respectively.

As of June 30, 2025, and December

31, 2024, the balance of the unamortized debt discount was $ 217,906 and $ 2,859,430 respectively.

Schedule of notes payable

The Company recognized approximately $ 1,679,336 and approximately $ 2,730,857 of interest expense attributable to

the amortization of the debt discount during the nine months ended September 30, 2025 and 2024, respectively.

As of September 30, 2025,

and December 31, 2024, the balance of the unamortized debt discount was $ 192,254 and $ 3,677,143 respectively.

Interest Rate

3 unchanged sentences

The annual interest rate is 12 %.

The loan was exchanged to Preferred stock in June 2025.

The loan was exchanged for preferred stock in June 2025.

Less current portion

Long-term notes payable

Interest expense on related party notes payable

for the three months ended September 30, 2025 and 2024, respectively.

Interest expense on related party notes payable was $ 0

$ 6,000 for the three months ended June 30, 2025 and 2024, respectively.

Interest expense on related party notes payable was $ 12,000 for

the six months ended June 30, 2025 and 2024, respectively.

The Company’s effective interest rate was 20.63% for the six months ended

June 30, 2025.

As of June 30, 2025, the Company’s convertible

for the nine months ended September 30, 2025 and 2024, respectively.

The Company’s effective interest rate was 26.33% for the

nine months ended September 30, 2025.

As of September 30, 2025, the Company’s convertible

note balances are convertible into 6,126,419 shares of common stock

9 unchanged sentences

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.

acquired the license to certain patents from 1/4 Vin SARL (“1/4 Vin ”) for the packaging

that Copa di Vino goes into.

On February 16, 2018, Copa di Vino entered into three separate license agreements with 1/4 Vin.

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.

Splash Beverage Group, Inc.

4 unchanged sentences

The reverse stock split was authorized by the Company’s Board of Directors on March 14, 2025.

stock shares stated herein have been adjusted to reflect the split.

The purpose of this reverse split was to ensure that the Company can

of shares of common stock have been adjusted to reflect the split.

The purpose of this reverse split was to ensure that the Company could

meet the per share price requirements of the NYSE American.

During the six-months ended June 30, 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

During the nine-months September 30, 2025, we issued

55,500 shares valued at $ 141,595 in exchange for services, 586,037 shares for conversion of notes payable and accrued interest totaling

$ 2,122,244 .

14 unchanged sentences

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.

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.

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 will be retired following the special

meeting scheduled for August 29,2025.

Series A shares are held solely by Robert Nistico, CEO, a related party.

Series A is redeemable.

Series A shares are held solely by Robert Nistico, Director, a related party.

Series A-1 carries 180 votes per share.

12 unchanged sentences

Notes to the Condensed Consolidated Financial Statements

Note 5 – Stockholders’ Equity, continued

Redemption – at the sole discretion of the Company.

Series A is redeemable by the Company after the special meeting for $1,000.

Series A is redeemable by the Company.

Series A-1 and Series B are redeemable by the Company after two years from the date of issuance, for $1,050,000 and $12,700,000, respectively.

4 unchanged sentences

Series A is a governance-related instrument and does not participate in liquidation or dividend preferences.

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

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.

In May - October 2025, the Company issued 1,050 shares of Series A-1 Preferred

Stock in exchange for approximately $1,050,000, of which 150 shares were issued during July 2025 in exchange for $150,000.

shares are convertible into common stock, subject to shareholder approval.

Investors of A-1 Shares also received 262,500 1-year A Warrants

exercisable into common stock at 80% of 5-day VWAP, and 262,500 5-year B Warrants exercisable into common stock at $4.00.

In June 2025, the Company issued 1,000 shares of Preferred A Stock to Robert

Nistico, CEO, a related party.

Nistico, Director, a related party.

Preferred A is super voting preferred, not convertible into common stock.

Nistico is the sole holder

of Preferred A.

In June 2025, the Company exchanged previously issued convertible notes, $10,580,336

of principal and $2,090,105 interest for 126,710 shares of Preferred Stock B, eliminating $7,699,596 of current liabilities and $2,070,712

of long-term liabilities.

Nistico is the sole

holder of Preferred A.

In June 2025, the Company exchanged previously issued

convertible notes, $10,580,336 of principal and $2,090,105 interest 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.

Debt agreements were amended to be exchanged

for Preferred B.

The Series B shares are convertible into common stock, subject to shareholder approval.

The note discount on the date

of conversion was 1,843,519, The loss on extinguishment of debt was $ 5,560,482 recorded in accordance with ASC 470.

The fair market value

of the Preferred Stock B utilized in the computation of the loss on extinguishment was $16,387,404.

agreements were amended to be exchanged for Preferred B.

The Series B shares are convertible into common stock, subject to shareholder

The note discount on the date of conversion was 1,843,519, The loss on extinguishment of debt was $ 5,560,482 recorded in accordance

with ASC 470.

The fair market value of the Preferred Stock B utilized in the computation of the loss on extinguishment was $16,387,404.

In June 2025, the Company acquired certain assets,

5 unchanged sentences

water rights—and no substantive processes were acquired..

The acquisition

of the water rights was recorded at a cost of $20 million, which is the fair value of the Series C preferred shares issued as consideration

for the acquisition of the water rights.

The Series C shares are convertible into common stock, subject to shareholder approval.

The acquisition of the water rights was recorded at a cost of $20 million,

which is the fair value of the Series C preferred shares issued as consideration for the acquisition of the water rights.

shares are convertible into common stock, subject to shareholder approval.

During August 2025, 1,535 shares of Preferred-B were

converted into 113,295 shares of common stock.

2020 Plan adjusted for the 1 for 40 reverse split.

3 unchanged sentences

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

was 152,383 as of June 30, 2025.

was 152,383 as of September 30, 2025.

The 2020 Plan has an “evergreen” feature,

7 unchanged sentences

Notes to the Condensed Consolidated Financial Statements

Note 5 – Stockholders’ Equity, continued

The following is a summary of the Company’s

8 unchanged sentences

Balance – June 30,

Exercisable – June 30,

Balance – September 30,

Exercisable – September 30,

The fair value of stock options granted in 2025 has

been measured at $ 90,531 using the Black-Scholes option pricing model with the following assumptions:

exercise price $ 6.0 , expected

life 10 years, expected volatility 254 %, expected dividends 0 %, risk free rate 4.00 %.

During the three-month period ended June 30,

2025 and June 30, 2024, the company granted 0

options to new employees under the 2020 plan, respectively.

During the six-month period ended June 30, 2025 and June 30, 2024, stock-based

compensation was recorded $ 159,531

and $ 1,276,900

respectively.

The remaining unamortized stock-based compensation as of June 30,2025 was $ 201,822 .

Note 5 – Stockholders’ Equity, continued

exercise price $ 6.0 , expected life

10 years, expected volatility 254 %, expected dividends 0 %, risk free rate 4.00 %.

During the three-month period ended September 30,

2025 and September 30, 2024, the Company did not grant any options to employees under the 2020 plan.

During the nine-month period ended

September 30, 2025 and September 30, 2024, stock-based compensation was recorded $ 250,027 and $ 112,125 respectively.

The remaining unamortized

stock-based compensation as of September 30,2025 was $ 201,822 .

On July 31, 2025, the Board of Directors approved

the issuance of 5,150,000 warrants to directors, officers, and employees with an exercise price of $0.80 per share and a ten-year term.

The awards included grants to directors, the President, the Chief Financial Officer, and certain employees, with vesting terms consistent

with the award agreements.

All warrants are fully vested except those issued to directors and the former Chief Executive Officer, whose

750,000-warrant award remains subject to performance and continued service vesting conditions.

For the three months ended September 30,

2025, the Company recorded stock-based compensation expense of $7,549,543, measured using the Black-Scholes option pricing model with the following assumptions:

price $0.80, expected life 5 years, expected volatility 254%, expected dividends 0%, risk free rate 4.37%.

Common Stock Issuable, Liability to Issue Stock

1 unchanged sentence

The shareholder advances in the amount of $ 0.2 million

was exchanged to 2,444 shares of Preferred Stock B in June 2025.

were exchanged to 2,444 shares of Preferred Stock B in June 2025.

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.

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,

During the normal course of business, the Company incurred expenses related to

services provided by the former CEO or Company expenses paid by the former 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 $ 2,183,504 at June 30, 2025 and $ 1,995,950 at December

The Note Payable to Decathlon with a balance of $ 2,183,504 at September 30, 2025 and $ 1,995,950 at December

Splash Beverage Group, Inc.

Notes to the Condensed Consolidated Financial Statements

Note 6 – Related Parties, continued

On April 2024, the Company also entered into a Merchant

5 unchanged sentences

There was $372,335 outstanding under this agreement as

of June 30, 2025.

Splash Beverage Group, Inc.

Notes to the Condensed Consolidated Financial Statements

of September 30, 2025.

On September 2024 and November 2024 the Company also

4 unchanged sentences

of $ 325,000 and $340,000, with the gross and interest amount of $ 172,250 and $ 173,400 respectively with the Lender (the “Credit

There was $ 65,861 and $311,713 respectively outstanding under this agreement as of June 30, 2025.

There were related party advances from our chief executive

officer in the amount of approximately $ 0.4 million outstanding as of June 30, 2025 and approximately $ 0.4 million as of December 31,

In June 2025, the Company issued 1,000 shares of Preferred A Stock to Robert

Nistico, CEO, a related party.

There was $ 497,188 and $ 311,713 respectively outstanding under this agreement as of September 30, 2025.

There were related party advances from our Director,

Robert Nistico, in the amount of approximately $ 0.4 million outstanding as of September 30, 2025 and approximately $ 0.4 million as of

December 31, 2024.

Nistico has asserted that interest is owed on these advances;

however, the Company and Mr.

Nistico have not yet

reached agreement on the applicable interest rate or the amount of any interest that may be due, and the balances noted above do not include

any interest.

In June 2025, the Company issued 1,000 shares of Preferred

A Stock to Robert Nistico, Director, a related party.

Preferred A is super voting preferred, not convertible into common stock.

Nistico is the sole holder

of Preferred A.

is the sole holder of Preferred A

In September 2025, the Board of Directors approved

the prepayment of approximately $ 146,000 representing ninety (90) days of compensation for the Company’s Chief Financial Officer

and Controller, authorized by unanimous written consent of independent directors.

Following the Chief Financial Officer’s resignation,

the unearned portion of the prepayment was offset against the CFO’s accrued and unused vacation balance, resulting in a remaining

net amount of approximately $ 8,000 payable to the CFO.

The remaining prepaid balance is reflected in “Prepaid Expenses” as

of September 30, 2025.

On July 31, 2025 as subsequently modified, the Company’s Board of Directors

granted 750,000 five-year Warrants to each director, exercisable at $0.80 per share.

In addition, our President received a grant of 750,000

Warrants and our Chief Financial Officer received a grant of 1,000,000 Warrants with identical terms.

We also granted certain employees

a total of 400,000 Warrants with identical terms other than vesting.

All warrants are fully vested except those granted to our Directors

and Former Chief Executive Officer, Robert Nistico.

Nistico’s 750,000 will vest only upon achievement of defined performance

and continued service objectives.

Note 7 – Investment in Salt Tequila USA,

4 unchanged sentences

has the right to increase our ownership to 37.5 %.

SALT Tequila was not produced or sold by the company during the quarter.

It’s unlikely the Company will continue selling SALT in the future.

Note 8 – Leases

4 unchanged sentences

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

Variable lease costs were immaterial for the quarter ended June 30, 2025 and 2024.

Variable lease costs were immaterial for the quarter ended September 30, 2025 and 2024.

A majority of the real estate leases include options

2 unchanged sentences

reasonably certain of being exercised.

Splash Beverage Group, Inc.

Notes to the Condensed Consolidated Financial Statements

Note 8 –Leases, continued

Operating lease expense is recognized on a straight-line

1 unchanged sentence

comprehensive loss.

Operating lease cost was $ 184,136 and $ 163,590 during the period ended June 30, 2025 and 2024, respectively.

The following table sets for the maturities of our

Operating lease cost was $ 207,526 and $ 273,631 during the period ended September 30, 2025 and 2024, respectively.

The following table sets forth the maturities of our

operating lease liabilities and reconciles the respective undiscounted payments to the operating lease liabilities in the consolidated

balance sheet at June 30, 2025

balance sheet at September 30, 2025

of operating lease liabilities

1 unchanged sentence

Operating Lease

2025 (six months remaining)

2025 (three months remaining)

Amount representing imputed interest

2 unchanged sentences

Operating lease liability, non-current

Splash Beverage Group, Inc.

Notes to the Condensed Consolidated Financial

Note 8 –Leases, continued

The table below presents lease-related terms and discount

rates at June 30, 2025:

rates at September 30, 2025:

Schedule of lease-related terms

3 unchanged sentences

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.

The Company has two reportable segments:

(1) the manufacture

and distribution of non-alcoholic and alcoholic brand beverages, and (2) the e-commerce sale of beverages.

These 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.

The Copa di Vino business is included in our

Splash Beverage Group segment.

of segment reporting information

Splash Beverage segment.

3 months ended

9 months ended

June 30, 2025

June 30, 2024

June 30, 2025

June 30, 2024

September 30, 2025

September 30, 2024

September 30, 2025

September 30, 2024

Splash Beverage

2 unchanged sentences

Segment Operating loss:

June 30, 2025

June 30, 2024

June 30, 2025

June 30, 2024

September 30, 2025

September 30, 2024

September 30, 2025

September 30, 2024

Splash Beverage

8 unchanged sentences

( 9,610,810 )

Splash Beverage Group, Inc.

Notes to the Condensed Consolidated Financial Statements

Note 9 – Segment Reporting, continued

3 months ended

1 unchanged sentence

Reconciliation of segment loss to corporate loss:

June 30, 2025

June 30, 2024

June 30, 2025

June 30, 2024

September 30, 2025

September 30, 2024

September 30, 2025

September 30, 2024

Other income/expense

2 unchanged sentences

( 2,730,854 )

( 1,900,654 )

Interest income and expense

1 unchanged sentence

( 2,043,560 )

Legal reserve

Loss on Extinguishment of debt

( 5,560,482 )

Loss from continuing operations

3 unchanged sentences

( 14,717,161 )

June 30, 2025

September 30, 2025

December 31, 2024

Splash Beverage Group

Splash Beverage Group, Inc.

Notes to the Condensed Consolidated Financial Statements

Note 10 – Commitment and Contingencies

The Company is a party to assert 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 certain 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.

As disclosed in the Company’s Current Report on Form 8-K filed with the

Securities and Exchange Commission on July 30, 2025, on July 28, 2025, the Company received two letters from the NYSE Regulation confirming

that the Company has regained compliance with the continued listing standards of the NYSE American LLC (“NYSE American”).

from the 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.

As disclosed in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July

30, 2025, on July 28, 2025, the Company received two letters from the NYSE Regulation confirming that the Company has regained compliance

with the continued listing standards of the NYSE American LLC (“NYSE American”).

The licensing agreement between TapouT LLC and the

4 unchanged sentences

not exceed the amounts already recorded in its legal reserve and accrued accounts payable.

Note 11 – Subsequent Events

In July 2025, the Company issued 150 shares of Series

A-1 Preferred Stock in exchange for $150,000.

The July issuance is convertible into 37,500 – 120,000 shares of common stock.

A-1 shares are convertible into common stock, subject to shareholder approval.

Investors of A-1 Shares also received 37,500 1-year A Warrants

exercisable into common stock at 80% of 5-day VWAP, and 37,500 5-year B Warrants exercisable into common stock at $4.00.

All outstanding

A-1 shares (800) are convertible into 200,000 – 640,000 shares of common stock, subject to shareholder approval.

In August 2025, the Company entered into a 12% promissory

note in the amount of $183,200.

This loan has a maturity of May 2026 with the 1 st payment in January 2026.

In August 2025, the Company entered into a 22% promissory

note in the amount of $58,000.

This loan has a maturity of May 2026 with the 1 st payment in January 2026.

11 – Subsequent Events

In October 2025, the Company issued 250 shares of

Series A-1 Preferred Stock in exchange for $250,000.

The October issuance is convertible into 62,500 – 200,000 shares of common

Investors of A-1 Shares also received 62,500 1-year A Warrants exercisable into common stock at 80% of 5-day VWAP, and 62,500 5-year

B Warrants exercisable into common stock at $4.00.

All outstanding A-1 shares (1,050) are convertible into 262,500 – 840,000 shares

of common stock.

On October 31, 2025, the Company held its Annual Meeting

of Stockholders.

At the meeting, stockholders elected Robert Nistico, Frederick William Caple, Thomas Fore, and Justin Yorke to serve

as directors until the next annual meeting and until their successors are duly elected and qualified.

Stockholders also ratified the appointment

of Rose, Snyder & Jacobs LLP as the Company’s independent registered public accounting firm for the fiscal year ending December

approved, in accordance with NYSE American Company Guide Section 713, the issuance of shares of common stock in excess of 19.99%

of the Company’s outstanding common stock pursuant to outstanding convertible preferred stock, warrants, and convertible promissory

approved, in accordance with Section 713, the issuance of shares of common stock pursuant to the September 19, 2025 Securities

Purchase Agreement with C/M Capital Master Fund, LP (the “ELOC Agreement”);

and approved the Company’s 2025 Equity Incentive

The proposal to increase the Company’s authorized common stock to 400,000,000 shares was adjourned on October and November 14, 2025 and will be considered

at the adjourned meeting scheduled for December 10, 2025.

Stockholders also approved the potential adjournment of the meeting to permit

additional proxy solicitation if necessary.

Accordingly, Items 1 through 5 and Item 7 were approved, and Item 6 was adjourned for further

consideration.

On October 31, 2025, the Chief Executive Officer,

Robert Nistico, provided notice of resignation, effective November 14, 2025.

Nistico will continue to serve as a Director.

On November 10, 2025, the Chief Financial Officer

provided notice of resignation, effective November 30, 2025.

On November 12, 2025, the Company borrowed $ 500,000

from two accredited investors and issued senior promissory notes with a combined original principal amount of $ 588,235 .30, reflecting

a 15% original issue discount.

The notes mature on February 12, 2026, accrue interest at 6% starting 30 days after issuance, and include

customary default provisions.

The notes also permit the holders, at their discretion, to apply outstanding principal, accrued interest,

and any Company securities they hold as consideration for participation in future equity, equity-linked, or debt financings.

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