10-Q - SBEV - Equibles

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

Forthe quarterly period ended March31, 2022

☐ 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<br>or other jurisdiction of<br> incorporation or formation)	(I.R.S.<br>employer<br> identification number)
1314 E Las Olas Blvd. Suite 221
---
Fort Lauderdale, FL 33301
(Address<br>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:

Titleof each class	TradingSymbol	Nameof each exchange on which registered
CommonStock, $0.001 value per share	SBEV	NYSEAmerican LLC
Warrantsto purchase one whole share of common stock at an exercise price of $4.60	SBEV-WT	NYSEAmerican 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<br>accelerated filer ☐	Accelerated<br>filer ☐
Non-accelerated filer ☒	Smaller reporting<br>company ☒<br><br>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 May 16, 2022, there were 36,669,828 shares of Common Stock issued and outstanding.

SPLASH BEVERAGE GROUP, INC.
FORM 10-Q
March 31, 2022

TABLE

OF CONTENTS

		Page
PARTI: FINANCIAL INFORMATION
ITEM<br>1:	FINANCIAL<br>STATEMENTS	1
	Condensed<br>Consolidated Balance Sheets	2
	Condensed<br>Consolidated Statements of Operations	3
	Condensed<br>Consolidated Statement of Changes in Shareholders’ Equity	4
	Condensed<br>Consolidated Statements of Cash Flows	5
	Notes<br>to the Condensed Consolidated Financial Statements	6
ITEM<br>2:	MANAGEMENT’S<br>DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	20
ITEM<br>3:	QUANTITATIVE<br>AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	22
ITEM<br>4:	CONTROLS<br>AND PROCEDURES	22
PARTII: OTHER INFORMATION
ITEM<br>1	LEGAL<br>PROCEEDINGS	24
ITEM<br>1A:	RISK<br>FACTORS	24
ITEM<br>2:	UNREGISTERED<br>SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	24
ITEM<br>3:	DEFAULTS<br>UPON SENIOR SECURITIES	24
ITEM<br>4:	MINE<br>SAFETY DISCLOSURES	24
ITEM<br>5:	OTHER<br>INFORMATION	24
ITEM<br>6:	EXHIBITS	25
SIGNATURES		26

PART

I – FINANCIAL INFORMATION

ITEM

FINANCIAL STATEMENTS

Splash

Beverage Group, Inc. Condensed Consolidated Financial Statements

March

31, 2022

Splash Beverage Group, Inc .
Condensed Consolidated Balance Sheets
March 31, 2022 and December 31, 2021
(Unaudited)
			December 31, 2021
---	---	---	---	---	---
Assets
Current assets:
Cash and cash equivalents	8,495,672		$	4,181,383
Accounts Receivable, net	1,394,293			1,114,452
Prepaid Expenses	653,036			607,178
Inventory, net	2,056,985			1,923,479
Other receivables	45,811			41,939
Assets from discontinued operations	252,297			473,461
Total current assets	12,898,094			8,341,892
Non-current assets:
Deposit	206,508		$	330,886
Intangible assets	5,763,318			5,861,335
Investment in Salt Tequila USA, LLC	250,000			250,000
Right of use asset, net	950,851			1,031,472
Property and equipment, net	542,535			569,785
Total non-current assets	7,713,212			8,043,478
Total assets	20,611,306		$	16,385,370
Liabilities and Stockholders’<br>Equity
Liabilities:
Current liabilities
Accounts payable and accrued expenses	1,517,305		$	1,901,535
Liability to issue shares	476,667			—
Sales tax payable	15,322			11,924
Right of use liability - current	284,372			294,067
Related party notes payable	312,351			653,081
Notes payable, current portion	2,171,068			2,967,812
Shareholder advances	110,000			390,500
Accrued interest payable	154,209			171,452
Liabilities from discontinued operations	392,497			389,086
Total current liabilities	5,433,791			6,779,457
Long-term Liabilities:
Liability to issue shares in APA	—			—
Right of use liability - noncurrent	668,693			732,686
Total long-term liabilities	668,693			732,686
Total liabilities	6,102,484			7,512,143
Common stock, (mezzanine shares) 12,605,283 shares, contingently<br>convertible to notes payable at December 31, 2020	—			—
Deficiency in stockholders’ equity (deficit):
Common Stock, 0.001<br>par, 150,000,000<br>shares authorized, 36,669,828<br>and 33,596,232<br>shares issued 36,669,828<br>and 33,596,232<br>outstanding, at March 31, 2022 and December 31, 2021, respectively	36,670			33,596
Additional paid in capital	111,107,116			99,480,188
Accumulated deficit	(96,634,964	)		(90,640,557	)
Total deficiency in stockholders’ equity	14,508,822			8,873,227
Total liabilities, mezzanine shares and deficiency in stockholders’<br>equity	20,611,306		$	16,385,370

All values are in US Dollars.

The

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

Splash Beverage Group, Inc.
Condensed Consolidated Statements of Operations
For the Three Months Ended March 31, 2022 and 2021
(Unaudited)
	Three months ended March 31,
---	---	---	---	---	---	---
	2022			2021
Gross sales	$	4,071,356		$	2,190,525
Customer discounts		(144,783	)		(51,601	)
Net revenues		3,926,573			2,138,924
Cost of goods sold		(3,094,571	)		(1,621,504	)
Gross profit		832,002			517,420
Operating expenses:
Contracted services		431,545			276,511
Salary and wages		785,651			833,851
Salary and wages - non-cash share-based compensation		1,242,697			1,186,596
Other general and administrative		2,222,238			2,072,659
Other general and administrative - non-cash share-based<br> compensation		1,112,845			654,854
Sales and marketing		720,979			41,878
Total operating expenses		6,515,955			5,066,349
Loss from continuing operations		(5,683,953	)		(4,548,929	)
Other income/(expense):
Interest expense		(85,879	)		(92,097	)
Gain from debt extinguishment		—			1,319
Total other (expense)		(85,879	)		(90,778	)
Provision for income taxes		—			—
Net loss from continuing operations, net of tax		(5,769,831	)		(4,639,707	)
Net loss /income from discontinued operations, net of<br> tax		(224,576	)		197,488
Net loss	$	(5,994,408	)	$	(4,442,219	)
Loss per share - continuing operations
Basic	$	(0.16	)	$	(0.19	)
Dilutive		(0.16	)		(0.19	)
Weighted average number of common shares outstanding - continuing operations
Basic and dilutive		35,188,404			24,642,532
Income/(loss) per share - discontinued operations
Basic	$	(0.00	)	$	(0.00	)
Dilutive	$	(0.00	)	$	(0.00	)
Weighted average number of common shares outstanding - discontinued operations
Basic		35,188,404			24,642,532
Dilutive		35,188,404			26,965,927

The

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

Splash

Beverage Group, Inc.

Condensed

Consolidated Statement of Changes in Stockholders’ Equity

For

the three months ended March 31, 2022 and 2021


Total<br>stockholders’ equity, beginning balances	8,873,227		(9,350,724	)
Common<br>stock and additional paid-in capital
Beginning<br>balances	99,513,784		52,239,012
Issuance<br>of common stock upon conversion of<br><br>convertible instruments	1,206,510
Issuance<br>of warrants for services	1,242,697		1,186,596
Issuance<br>of common stock for services	1,113,395		731,035
Issuance<br>of common stock for cash	8,067,400		4,350,624
Reclassification<br>of Mezzanine shares	—		9,248,720
Ending<br>balances	111,143,786		67,935,987
Accumulated<br>deficit
Beginning<br>balances	(90,640,557	)	(61,589,735	)
Net<br>loss	(5,994,407	)	(4,442,219	)
Ending<br>balances	(96,544,694	)	(66,031,954	)
Net<br>loss	(5,994,407	)	(4,442,219	)
Total<br>stockholders’ equity, ending balances	14,508,822		1,904,032

The

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

Splash Beverage Group, Inc.
Condensed Consolidated Statement Cash Flows
For the Three Months Ended March 31, 2022 and 2021
(Unaudited)
	2022			2021
---	---	---	---	---	---	---
Net<br> loss	$	(5,994,407	)	$	(4,442,219	)
Adjustments<br> to reconcile net loss to net cash used in operating activities:
Depreciation<br> and amortization		205,888			76,506
Finance<br> charges		(1,128,000	)		—
Beneficial<br> conversion		106,061			—
Non-cash<br> warrant expense		1,242,697			1,186,596
Share-based<br> compensation		1,112,845			731,035
Other<br> noncash changes		64,896			(362,516	)
Changes<br> in working capital items:
Accounts<br> receivable, net		(279,841	)		(318,194	)
Inventory,<br> net		(133,506	)		(70,391	)
Prepaid<br> expenses and other current assets		(114,626	)		22,453
Deposits		124,378			—
Accounts<br> payable and accrued expenses		97,776			(469,562	)
Accrued<br> Interest payable		19,953			26,253
Net<br> cash used in operating activities - continuing operations		(4,675,886	)		(3,620,039	)
Net<br> cash used in operating activities - discontinued operations		224,575			(40,082	)
Cash<br> Flows from Investing Activities:
Capital<br> Expenditures		—			—
Investment<br> in Salt Tequila USA, LLC		—			—
Cash<br> used for Copa acquisition		—			—
Net<br> cash acquired in Canfield merger		—			—
Net<br> cash used in investing activities - continuing operations		—			—
Net<br> cash used in investing activities - discontinued operations					—
Cash<br> Flows from Financing Activities:
Proceeds<br> from issuance of Common stock		9,203,074			4,530,624
Cash<br> advance from shareholder		—			416,201
Repayment<br> of cash advance					(107,966	)
Proceeds<br> from issuance of debt					—
Principal<br> repayment of debt		(437,474	)		(333,333	)
Net<br> cash provided by financing activities - continuing operations		8,765,600			4,505,526
Net<br> cash provided by financing activities - discontinued operations		—			—
Net<br> Change in Cash and Cash Equivalents		4,314,289			845,405
Cash<br> and Cash Equivalents, beginning of year		4,181,383			380,000
Cash<br> and Cash Equivalents, end of year	$	8,495,672		$	1,225,405
Supplemental<br> Disclosure of Cash Flow Information:
Cash<br> paid for Interest	$	10,000		$	—
Supplemental<br> Disclosure of Non-Cash Investing and Financing Activities
Notes<br> payable and accrued interest converted to common stock (223,596<br> shares)		843,480			—

The

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

Splash

Beverage Group, Inc.

Notes

to the Condensed Consolidated Financial Statements

Note 1 – Business Organization and Nature of Operations

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. The Splash brand portfolio is growing and diverse, covering multiple categories that are exhibiting strong growth in both the non-alcohol and alcohol sectors. Through its wholly owned subsidiary Qplash, Splash’s distribution reach includes e-commerce access to both B-to-B and B-to-C customers. Q-plash markets well known beverage brands to customers throughout the US that prefer delivery direct to their office, facilities and or homes.

On February 2021, Management initiated a plan to divest its Canfied Medical Supply, Inc. (“CMS”) business. As a result, the assets and operations of CMS have been retrospectively reflected as discontinued operations. On November 12, 2021 the Company changed its state of Domicile from Colorado to Nevada.

In coordination with uplisting to the NYSE on June 11, 2021 the Company consummated a 1.0 for 3.0 reverse stock split. All common stock shares stated herein have been adjusted on a retrospective basis to reflect the split.

Splash

                                        Beverage Group, Inc.

Notes

        to the Condensed Consolidated Financial Statements

Note 2 – Summary of Significant Accounting Policies

Basis of Presentation and Consolidation

These condensed consolidated financial statements include the accounts of Splash Beverage Group and its wholly owned subsidiaries, Holdings, Copa di Vino, Inc.(‘CdV”) and Splash Mexico., CMS is reflected as discontinued operations. All intercompany balances have been eliminated in consolidation.

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

The accompanying condensed financial statements have been prepared by us without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows for the three months ended March 31, 2022 and 2021 have been made.

Certain information and footnote disclosures normally included in consolidated financial statements prepared in GAAP have been condensed or omitted. The results of operations for the period ended March 31, 2022 are not necessarily indicative of the operating results for the full year.

Use of Estimates

The preparation of condensed 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 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

We consider all highly liquid securities with an original maturity of three months or less to be cash equivalents. We had no cash equivalents at March 31, 2022 or December 31, 2021.

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

federally insured limits of $250,000. At March 31, 2022 we had $7,632,587 in excess of the federally insured limits. Our bank deposit amounts in Mexico $2,169 are uninsured.

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. We establish provisions for losses on accounts receivable on the basis of loss experience, known and inherent risk in the account balance, and current economic conditions. At March 31, 2022 and December 31, 2021, our accounts receivable amounts are reflected net of allowances of $13,949

and $45,203

, respectively.

Inventory

Inventory

is stated at the lower of cost or net realizable value, accounted for using the weighted average cost method. The inventory balances at March 31, 2022 and December 31, 2021 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. We 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. We manage inventory levels and purchase commitments in an effort to maximize utilization of inventory on hand and under commitments. The amount of our reserve was $253,703

and $223,223

at March 31, 2022 and December 31, 2021, respectively.

Property and Equipment

We record 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 $30,695

and $43,487

for the three months ended March 31, 2022 and March 31, 2021, respectively. Property and equipment as of March 31, 2022 and December 31, 2021 consisted of the following:

Schedule<br> of Property and equipment
	2022			2021
Machinery & equipment		1,108,870			1,108,870
Buildings		282,988			279,543
Leasehold improvements		662,537			662,537
Office furniture & equipment		70,960			70,960
Total cost		2,125,355			2,121,910
Accumulated depreciation		(1,582,820	)		(1,552,125	)
Property, plant & equipment, net		542,535			569,785

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 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.

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<br>1 -	Unadjusted<br>quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement<br>date. Level 1 primarily consists of financial instruments whose value is based on quoted market prices such as exchange-traded instruments<br>and listed equities.
Level 2 -	Inputs<br>other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly (e.g.,<br>quoted prices of similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in<br>markets that are not active).
Level 3 -	Unobservable<br>inputs for the asset or liability. Financial instruments are considered Level 3 when their fair values are determined using pricing models,<br>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, 2022 and December 31, 2021, consistent with recent negotiations of notes payable and due to the short duration of maturities and market rates of interest.

Splash

        Beverage Group, Inc.

Notes

        to the Condensed Consolidated Financial Statements

Note 2 – Summary of Significant Accounting Policies, continued

Revenue Recognition

We recognize 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 we expect to receive in exchange for the transfer of goods or services to customers.

We recognize revenue when our performance obligations under the terms of a contract with the customer are satisfied. Product sales occur once control of our products is transferred upon delivery to the customer. Revenue is measured as the amount of consideration that we expect to receive in exchange for transferring goods and is presented net of provisions for customer returns and allowances. The amount of consideration we receive and revenue we recognize varies with changes in customer incentives we offer to our customers and their customers. Sales taxes and other similar taxes are excluded from revenue.

Distribution expenses to transport our finished goods products, where applicable, and warehousing expense are accounted for within operating expenses. Distribution expense is capitalized as part of inventory as the materials are received by our distillery, co-packer or internal/external warehouse.

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.

Stock-Based Compensation

We account 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. We use the Black-Scholes option pricing model to determine the fair value of stock-based awards. We early adopted ASU 2018-07, “Improvements to Nonemployee Share-Based Payment Accounting”, which aligns accounting treatment for such awards to non-employees with the existing guidance on employee share-based compensation in ASC 718.

Income Taxes

We use 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. We record a valuation allowance when it is not 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.

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, 2022 and December 31, 2021.

Splash

        Beverage Group, Inc.

Notes

        to the Condensed Consolidated Financial Statements

Note 2 – Summary of Significant Accounting Policies, continued

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 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 for awards granted from 2021 to 2022 excludes anti-dilutive common stock equivalents, including warrants to purchase 3 million shares of common stock for nominal consideration.

Advertising

We

conduct advertising for the promotion of our products. In accordance with ASC 720-35, advertising costs are charged to operations when incurred. We recorded advertising expense of $87,590

and $1,987

for the three-months ended March 31, 2022 and 2021, 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.

Intangible assets consist of customer lists, brands and license agreements acquired in the acquisition of CdV. The Company amortizes intangible assets with finite lives on a straight-line basis over their estimated useful lives of 15 years.

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 on an annual basis, when relocating or closing a facility, or 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.

Recent Accounting Pronouncements

Management does not believe that any other recently issued, but not yet effective, accounting standards could have a material effect on the accompanying financial statements. As new accounting pronouncements are issued, we will adopt those that are applicable under the circumstances.

Reclassifications

Certain prior period amounts have been reclassified to conform with the current year presentation.

Splash

        Beverage Group, Inc.

Notes

        to the Condensed Consolidated Financial Statements

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

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

Schedule of Notes payable
			March 31, <br><br> 2022			December 31,<br><br> 2021
Notes Payable and Convertible<br> Notes Payable
In March 2014, we entered into<br> a short-term loan agreement with an entity in the amount of 200,000.<br> The note included warrants for 272,584<br> shares of common stock at 0.94<br> per share. The warrants expired unexercised on February<br> 28, 2017. The loan matured and remains in default.	8	%		200,000			200,000
In September 2021, we entered into a twelve-month<br> loan with a company in the amount of 208,000.<br> The loan requires 12 amortized payments with the final payment due August 2022.	4.8	%		46,870			116,478
In December 2020, we entered into a 56<br> month loan with a company in the amount of 1,578,237.<br> The loan requires payments of 3.75%<br> of the previous months revenue. Note is due September 2025	17	%		1,396,198			1,423,334
In April 2021, we entered into a six-month<br> convertible loan with an individual in the amount of 84,000.<br> The loan had an original maturity of October 2021 with principal and interest due at maturity. The loan was extended to August 2022.	7	%		84,000			84,000
In April 2021, we entered into a six-month<br> convertible loan with an individual in the amount of 84,000.<br> The loan had an original maturity of October 2021 with principal and interest due at maturity. The loan was extended to August 2022.	7	%		84,000			84,000
In May 2021, we entered into a six-month<br> convertible loan with an individual in the amount of 50,000.<br> The loan had an original maturity of October 2021 with principal and interest due at maturity. The loan was extended to August 2022.	7	%		50,000			50,000
In May 2021, we entered into a six-month<br> convertible loan with an individual in the amount of 500,000.<br> The loan had an original maturity of October 2021 with principal and interest due at maturity. The principal and interest was converted<br> into shares of common stock in February 2022.	7	%		—			500,000
In May 2021, we entered into a six-month<br> convertible loan with an individual in the amount of 10,000.<br> The loan had an original maturity of October 2021 with principal and interest due at maturity. The loan was extended to August 2022.	7	%		10,000			10,000
In May 2021, we entered into a six-month<br> convertible loan with an individual in the amount of 200,000.<br> The loan had an original maturity of October 2021 with principal and interest due at maturity. The principal and interest was converted<br> into shares of common stock in February 2022.	7	%		—			200,000
In November 2021, we entered into a one-year<br> convertible loan with an individual in the amount of 300,000.<br> The loan expires November 2022 with the principal and interest due at maturity.	7	%		300,000			300,000
	Total<br> notes payable<br><br> and convertible notes payable		$	2,171,068		$	2,967,812
	Less<br> current portion			(2,171,068	)		(2,967,812	)
	Long-term<br> notes payable <br><br> and convertible notes payable		$	—		$	—

All values are in US Dollars.

Interest

expense on notes payable was $81,700

and $9,625

for the three months ended March 31, 2022 and

2021, respectively. Accrued interest was $154,209 at March 31, 2022.

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

Schedule of Related Party Notes Payable
	Interest Rate	March 31, 2022			December 31,<br>2021
Related Parties Notes Payable
In December 2020, we entered into an 18 month loan with an individual in the amount of $2,000,000. The loan requires 18 monthly amortized payments of principal and interest in the amount of $114,444 with the final payment due June 2022.	2.0%		312,351			653,081
	Less current portion		(312,351	)		(653,081	)
	Long-term notes payable	$	—		$	—

Interest

expense on related party notes payable was $2,602 and $0 for the three months ended March 31, 2022 and 2021, respectively. Accrued interest was $0 as of March 31, 2022.

Splash

        Beverage Group, Inc.

Notes

        to the Condensed Consolidated Financial Statements

Note 4 – Licensing Agreement and Royalty Payable

We have a licensing agreement with ABG TapouT, LLC

(“TapouT”), providing us with licensing rights to the brand “TapouT” on energy drinks, energy shots, water, teas and sports drinks for beverages sold in the United States of America, its territories, possessions, U.S. military bases and Mexico. Under the terms of the agreement, we are required to pay a 6% royalty on net sales, as defined. We are required to make minimum monthly payments of $54,450 in 2022 and $49,500 in 2021.

There

were no unpaid royalties at March 31, 2022. We paid the guaranteed minimum royalty payments of $163,350

and $148,500

for the three-months ended March 31, 2022 and 2021, which is included in general and administrative expenses.

In connection with the Copa APA, we acquired the license to certain patents from 1/4 Vin SARL (“1/4 Vin”) On February 16, 2018, the CdV entered into three separate license agreements with 1/4 Vin SARL, (1/4 Vin). 1/4 Vin has the right to license certain patents and patent applications relating to inventions, systems, and methods used in our manufacturing process. In exchange for notes payable, 1/4 Vin granted us 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. The asset is being amortized over a 10-year useful life.

Note 5– Stockholders’ Equity

CommonStock

At

March 31, 2021, we issued 168,333

of common stock in exchange for services provided to us. At September 30, 2021, we issued 2,136,819

of common stock in exchange for services provided to us. At December 31, 2021, we issued 977,497

of common stock in exchange for services provided to us. At March 31, 2022, we issued 550,000

of common stock in exchange for services, and 2,300,000 as part of our S3 drawdown and convertible instruments. For the three-month-ended March 31, 2022 the shares were valued at a fair market value stock price based on the agreement date. We recognized share-based compensation expense for the three-months ended March 31, 2022 of $2,355,542 , which is classified within the other general and administrative line on our Condensed Consolidated Statements of Operations.

PrivatePlacement Memorandum (PPM)

In

January 2021, the Board of Directors approved a private placement offering of 1,212,121

shares of the common stock of the Company, $0.001

value per share at a purchase price of $3.30

per share for aggregate gross proceeds of $4,000,000

(“PPM”). As part of the PPM, each

purchaser received a warrant to purchase one share for every two shares purchased. In February 2021, we completed our PPM by issuing a total of 1,212,355

of shares and 606,178

warrants receiving gross proceeds of approximately

$4,000,000 .

Splash

                                        Beverage Group, Inc.

Notes

        to the Consolidated Financial Statements

Note 5 – Stockholders’ Equity, continued

StockPlans

2020 Plan

On August 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 2,313,133 at the time the 2020 plan was adopted

The 2020 Plan has an “EVERGREEN” feature,

which provides for the annual increase in the number of shares issuable under the plan by an amount equal to 5% of the number of issued and outstanding common shares at year end, unless otherwise adjusted by the board. At January 1, 2021 AND 2022, the number of shares issuable under the 2020 plan increased by 1,057,852 and 1,679,812 shares, respectively.

During the three-month period ended March 31, 2022,

the company granted 773,596 shares under the 2020 plan. At March 31, 2022, the total number of awards that may be issued under the 2020 plan was 2,123,703.

The fair value of stock options recognized in the period has been estimated using the Black-Scholes option pricing model.

The company did not grant any new options, warrants, or shares in Q1 2022 that would fall under the 2020 plan.

ShareholderAdvances and Liability to Issue Stock and Warrants

We have various agreements with consultants in the amount of 0.5 million shares to be issued by in Q2 2022. The stock price will be valued using the 10-day average price of the company’s stock from the issuance date. As part of our private placement memoranda, we owe an investor 33,333 shares at $3.30 of the Company’s common stock which will be issued in Q2 2022.

Note 6 – Related Parties

There

are related party notes payable of $0.3

and $0.7

million outstanding as of March 31, 2022 and December 31,2021, respectively. See note 3.

Note 7 – Investment in Salt Tequila USA, LLC

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

We have

a

22.5

%

percentage ownership interest in SALT, have the right to increase our ownership to 37.5 %. This investment is accounted for at cost, due to our inability to exercise significant influence over the assets and operations.

Splash

        Beverage Group, Inc.

Notes

        to the Condensed Consolidated Financial Statements

Note 8 – Operating Lease Obligations

Effective July 2018, we entered into a lease agreement for the right to use and occupy office space. The lease term commenced July 1, 2018 and is scheduled to expire after 36 months, on June 30, 2021. In July 2021, we executed a two-year renewal at the same monthly amount.

Effective November 2019, we entered into a new lease with Interport Logistics, LLC. The lease term commenced on November 11, 2019 and is scheduled to expire on November 11, 2022.

Effective May 2019, we entered into a new lease in Mexico. The lease commenced May 1, 2019 and is scheduled to expire after 24 months, on April 1, 2021. Our new 1 year lease agreement is renewed annually.

Effective January 2021, we entered into a lease agreement for the right to use and occupy office space. The lease term commenced January 18, 2021 and is scheduled to expire after 18 months, on July 31, 2022.

Effective January 2021, we entered into a lease agreement for the right to use and occupy office and manufacturing space. The lease term commenced January 1, 2021 and is scheduled to expire after 60 months, on December 31, 2025.

The following table presents the discounted present value of minimum lease payments for our office and warehouses to the amounts reported as financial lease liabilities on the condensed consolidated balance sheet at March 31, 2022:

Schedule of maturities<br> of lease liabilities
Undiscounted<br> Future Minimum Lease Payments	Operating Lease
2022 (Nine months remaining)		252,723
2023		279,790
2024		252,000
2025		252,000
Total		1,036,513
Amount representing imputed interest		(83,448	)
Total operating lease liability		953,065
Current portion of operating lease liability		284,372
Operating lease liability, non-current	$	668,693

The table below presents information for lease costs related to our operating leases at March 31, 2022:

Schedule<br> of lease costs
Operating lease cost:
Amortization of leased assets	$	386,475
Interest of lease liabilities		71,811
Total operating lease cost	$	458,286

The table below presents lease-related terms and discount rates at March 31, 2022:

Summary of lease-related<br> terms and discount rates
Remaining term on leases	4<br> to 45<br> months
Incremented borrowing rate	5.0	%

Splash

        Beverage Group, Inc.

Notes

        to the Condensed Consolidated Financial Statements

Note 9 – Business Combination

We consummated the acquisition of CdV on December 24, 2020. The purchase price consideration was comprised of $1.5 million in debt, $0.5 million in cash and $2.0 million in contingent shares, and a note payable for $2.0 million (see note 4) for total consideration of approximately $6.0 million.

The following summarizes our allocation of the updated purchase price for the acquisition:

Schedule of purchase<br> price for the acquisition
****	Preliminary Purchase Accounting		Final Purchase Accounting
Accounts receivable, net		88,131		88,131
Other current assets		11,236		11,236
Inventory, net		273,951		273,951
Property and equipment, net		663,273		663,273
License agreement, net		222,095		222,095
Brands		—		4,459,000
Customer lists		—		957,000
Goodwill		5,672,823		256,823
Total indentifiable assets		6,931,509		6,931,509
Accounts payable and accrued expenses		882,297		882,297
Note payable		69,212		69,212
Equity		5,980,000		5,980,000
Total liabilities and equity		6,931,509		6,931,509

Splash

        Beverage Group, Inc.

Notes

to the Condensed Consolidated Financial Statements

Note 10 – Segment Reporting

The Company evaluates segment reporting in accordance with the FASB Accounting Standards Codification Topic 280, Segment Reporting, each reporting period, including evaluating the reporting package reviewed by the Chief Executive Officer and Chief Financial Officer.

Note: The CdV business is included in our Splash Beverage Group segment.

Schedule of Segment Reporting Information
Revenue	2022		2021
Splash Beverage Group		1,478,158		825,742
E-Commerce		2,448,415		1,313,182
Total Revenues continuing operations		3,926,573		2,138,924
Total Revenues discontinuing operations		114,071		278,777
Total assets	2022		2021
---	---	---	---	---
Splash Beverage Group		19,188,887		14,998,597
E-Commerce		1,170,122		913,312
Total assets discontinued operations		187,401		473,461
Total Assets		20,611,306		16,385,370

Note 11 – Commitment and Contingencies

We are 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 we do 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.

Note 12 – Subsequent Events

None

ITEM

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

CautionaryStatement Regarding Forward-Looking Statements

Theinformation 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 factmay be deemed to be forward-looking statements. These forward-looking statements involve substantial risks and uncertainties. In somecases 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 reportsor registration statements filed with the United States Securities and Exchange Commission. These factors may cause our actual resultsto differ materially from any forward-looking statements. We disclaim any obligation to publicly update these statements or discloseany difference between actual results and those reflected in these statements.

Unlessthe 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.

BusinessOverview

On December 24, 2020, SBG consummated an Asset Purchase Agreement (the “Copa APA”) with Copa di Vino Corporation (“CdV”), to purchase certain assets and assume certain liabilities that comprise the Copa di Vino business for a total purchase price of $5,980,000, payable in the combination of $2,000,000 in cash (“Cash Consideration”), $2,000,000 convertible promissory note (the “Convertible Note”) to Seller and a variable number of shares of the Company’s common stock based on a attainment of revenue hurdles. CdV is one of the leading producers of premium wine by the glass in the United States with its primary offices and facilities in The Dalles, Oregon.

On February 2021, Management initiated a plan to divest its CMS business. As a result, the assets and operations of CMS have been retrospectively reflected as discontinued operations. On November 12, 2021 the Company changed its state of Domicile from Colorado to Nevada.

In coordination with uplisting to the NYSE on June 11, 2021 the Company consummated a 1.0 for 3.0 reverse stock split.

The 2020 Plan has an “EVERGREEN” feature, which provides for the annual increase in the number of shares issuable under the plan by an amount equal to 5% of the number of issued and outstanding common shares at year end, unless otherwise adjusted by the board. At January 1, 2021 AND 2022, the number of shares issuable under the 2020 plan increased by 1,057,852 and 1,679,812 shares, respectively.

Results of Operationsfor the Three Months Ended March 31, 2022 compared to Three Months Ended March 31, 2021.

Revenue

Revenues for the three months ended March 31, 2022 were $3,926,573 compared to revenues of $2,138,924 for the three months ended March 31, 2021. The $1,787,649 increase in sales is due to an increase from CdV ($505105) and within our vertically integrated B2B and B2C e-commerce distribution platform called Qplash ($1,135,233). Qp;ash sells goods on both Amazon and Shopify. ). Cost of goods sold for the three months ended March 31, 2022 were $3,094,571 compared to cost of goods sold for the three months ended March 31, 2021 of $1,621,504. The $1,473,066 increase in cost of goods sold for the three-month period ended March 31, 2022 is primarily due to our increased sales, and as our sales increased, our cost of sales for those sales correspondingly increased.

Operating Expenses

Operating expenses for the three months ended March 31, 2022 were $6,515,955 compared to $5,066,349 for the three months ended March 31, 2021. The $1,449,606 increase in our operating expenses was primarily a result of recording the warrants issued pursuant to certain private placements conducted by the Company ($888,158), marketing spend ($633,389) and shipping costs ($296,941) offset by other operating expenses. The net loss for the three months ended March 31, 2022 was $5,994,407 as compared to a net loss of $4,442,219 for the three months ended March 31, 2021. The increase in net loss is due to our increase in operating expenses offset by our increase in revenues.

Interest Expense

Interest expenses for the three months ended March 31, 2022 were $85,879 compared to $92,211 for the three months ended March 31, 2021.

LIQUIDITY 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, 2022, we had total cash and cash equivalents of $8,495,672, as compared with $4,181,383 at December 31, 2021. The increase is primarily due to the gross proceeds of $8,100,000 received from the sale of 2.3 million shares of the Company’s registered common stock in February 2022 pursuant to the Company’s shelf registration statement on Form S-3.

Net cash used for operating activities during the three months ended March 31, 2022 was $4,675,886 as compared to the net cash used by operating activities for the three months ended March 31, 2021 of $3,620,039. The primary reasons for the change in net cash used is due to losses sustained and increases in inventory, offset by non-cash expenses relating to warrant expense ($1,242,697) and share-based compensation ($1,112,845).

For the period March 31, 2022 and 2021, did not use or receive cash relating to investing activities.

Net cash provided by financing activities during the three months ended March 31, 2022 was $8,765,000 compared to $4,505,526 provided from financing activities for the three months ended March 31, 2021. During the three months ended March 31, 2022, we received $9,203,074 from investors, which was offset by repayments debt holders of $437,474.

CONTRACTUAL

OBLIGATIONS

Share obligation:

· Thecompany has a obligation to issue 500Kshares to two marketing firms of which the cost associated to 167K shares was accrued for in Q1 2022.

MinimumRoyalty Payments:

We have a licensing agreement with ABG TapouT, LLC (“TapouT”). Under the licensing agreement, we have minimum royalty payments to TapouT for the next two years.

●	2022<br> $653,000
●	2023<br> $653,000
---	---

InventoryPurchase Commitments**:**

None.

Off-BalanceSheet Arrangements

We 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.

ITEM

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not required for Smaller Reporting Companies.

ITEM

CONTROLS AND PROCEDURES

(a)	Evaluation of<br> Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Securities and Exchange Commission Act of 1934 reports is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow for timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, we recognize that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

As further discussed below, we carried out an evaluation, under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act. Based on that evaluation, our chief executive officer and chief financial officer concluded that, because of certain material weaknesses in our internal control over financial reporting our disclosure controls and procedures as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act were not effective as of March 31, 2022.

We hired a consultant to advise on technical issues related to U.S. generally accepted accounting principles as related to the maintenance of our accounting books and records and the preparation of our consolidated financial statements. Although we are aware of the risks associated with not having dedicated accounting personnel, we are also at an early stage in the development of our business. We anticipate expanding our accounting functions with dedicated staff and improving our internal accounting procedures and separation of duties when we can absorb the costs of such expansion and improvement with additional capital resources. In the meantime, management will continue to observe and assess our internal accounting function and make necessary improvements whenever they may be required. If our remedial measures are insufficient to address the material weakness, or if additional material weaknesses or significant deficiencies in our internal control over financial reporting are discovered or occur in the future, our consolidated financial statements may contain material misstatements, and we could be required to restate our financial results. In addition, if we are unable to successfully remediate this material weakness and if we are unable to produce accurate and timely financial statements, our stock price may be adversely affected and we may be unable to maintain compliance with applicable stock exchange listing requirements.

(b)	Changes in Internal<br> Controls over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is a process designed to provide reasonable, but not absolute, assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

Our management assessed the effectiveness of the Company’s internal control over financial reporting at March 31, 2022, and this assessment identified some deficiencies in our internal control over financial reporting.

Remediation plan

The company has established two procedures to begin addressing the controls area. Each quarter Senior Managers respond to a questionnaire to identify areas that would impact the company’s financial statements to be reviewed against the reported financial statements. Also, quarterly financial packages are collected and reviewed with each subsidiary to analyze and ensure completeness of their financial statements.

The remediation plan includes:

● Walk through and document critical process.

● Review resources and organizational structure to address segregation of duty issues and support the jobs assigned.

● Implement a BI tool that will replace Excel worksheets that can be prone to errors.

PART

II – OTHER INFORMATION

ITEM

LEGAL PROCEEDINGS.

None.

ITEM

1A. RISK FACTORS

No new risk factors noted since our AnnualReport on Form 10-K for the year ended December 31, 2021.

ITEM

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM

DEFAULTS UPON SENIOR SECURITIES

None.

ITEM

MINE SAFETY DISCLOSURES

No disclosure required.

ITEM

OTHER INFORMATION

None.

ITEM

EXHIBITS

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

Exhibits	Description
31.1	Certification<br>of CEO and Principal Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) - Filed herewith electronically
31.2	Certification<br>of CFO and Principal Financial and Accounting Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) - Filed herewith electronically
32.1	Certification<br>of CEO and Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 - Filed herewith electronically
32.2	Certification<br>of CFO and Principal Financial and Accounting Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 - Filed herewith electronically
101	XBRL<br>Exhibits

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.

	SPLASHBEVERAE GROUP, INC.
Date: May 16, 2022	By:	/s/Robert Nistico
		Robert Nistico,<br>Chairman and CEO
		(principal executive officer)
Date: May 16, 2022	By:	/s/Ron Wall
		Ron Wall, CFO
		(principal accounting officer and principal financial officer)

Exhibit31.1

CERTIFICATIONOF CHIEF EXECUTIVE OFFICER

PURSUANTTO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Robert Nistico, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Splash Beverage Group Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in the Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have:

(a) Designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant is made known to us by others within the registrant, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 16, 2022
/s/ Robert Nistico
Robert Nistico
Chief Executive Officer
(principal executive officer)

Exhibit31.2

CERTIFICATIONOF CHIEF FINANCIAL OFFICER

PURSUANTTO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Ron Wall, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Splash Beverage Group Inc.;

3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the of the registrant as of, and for, the periods presented in this report;

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 16, 2022
/s/Ron Wall
Ron<br>Wall
Chief Financial Officer
(principal accounting officer and principal financial officer)

Exhibit32.1

CERTIFICATIONOF CHIEF EXECUTIVE OFFICER

PURSUANTTO 18 U.S.C. SECTION 1350

ASADOPTED PURSUANT TO

SECTION906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Form 10-Q of Splash Beverage Group Inc., a company duly formed under the laws of Nevada (the “Company”), for the quarter ended March 31, 2022, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Robert Nistico, President (Chief Executive Officer) of the Company, hereby certifies, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of his knowledge, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: May 16, 2022	/s/ Robert Nistico
	Robert Nistico Chief Executive Officer<br> (principal executive officer)

This certification accompanies this Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

A signed original of this written statement required by Section 906 has been provided to Canfield Medical Supply, Inc. and will be retained by Canfield Medical Supply, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

Exhibit32.2

CERTIFICATIONOF CHIEF FINANCIAL OFFICER

PURSUANTTO 18 U.S.C. SECTION 1350

ASADOPTED PURSUANT TO

SECTION906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Form 10-Q of Splash Beverage Group, Inc., a company duly formed under the laws of Nevada (the “Company”), for the quarter ended March 31, 2022, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Ron Wall, Chief Financial Officer of the Company, hereby certifies, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of her knowledge, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: May 16, 2022	/s/Ron Wall
	Ron Wall<br> Chief Financial Officer<br> (principal accounting officer and principal financial officer)