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 U.S.
SECURITIES AND EXCHANGE COMMISSION

 WASHINGTON,
D.C. 20549

 FORM

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

 For the fiscal year ended December 31, 2023

TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the transition period from _________to _________

 Commission File Number 001-40471

 SPLASH BEVERAGE GROUP, INC.

 (Exact name of registrant as specified in its charter)

 Nevada

 34-1720075

 (State or other jurisdiction of incorporation or organization)

 (I.R.S. Employer Identification No.)

 1314 E Las Olas Blvd. Suite 221

 Fort Lauderdale, FL 33301

 (Address of principal executive offices) (Zip
code)

 ( 954) 745-5815

 ( Registrant's telephone number, including
area code)

 Not Applicable

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

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

 Title of each class

 Trading Symbol

 Name of each exchange
 on which registered

 Common Stock, $0.001 par value per share

 SBEV

 NYSE American LLC

 Warrants to purchase shares of Common Stock, $0.001 par value per
 share

 SBEV-WT

 NYSE American LLC

 Securities registered pursuant to Section 12(g) of the Act: None

 Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities Act. Yes
 No

 Indicate by check mark if the registrant is not required
to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes No

 Indicate by check mark whether the registrant (i)
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 checkmark whether the registrant has
submitted electronically every Interactive Data File required to be submitted pursuant to rule 405 of Regulation S-T during the preceding
12 months (or for such shorter period that the registrant was required to submit such files).
 Yes No

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

 Large accelerated filer

 Accelerated filer

 Non-accelerated filer

 Smaller reporting company

 Emerging growth company

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

 Indicate by check mark whether the registrant has
filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting
under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its
audit report.

 If securities are registered pursuant to Section
12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction
of an error to previously issued financial statements.

 Indicate by check mark whether any of those error
corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's
executive officers during the relevant recovery period pursuant to §240.10D-1(b).

 Indicate by check mark whether the registrant is
a shell company (as defined in rule 12b-2 of the Act). Yes
 No

 The aggregate market value of the Registrant's
common equity held by non-affiliates computed by reference to the price at which the common equity was last sold as of the last business
day of the Registrant's most recently completed second quarter was $ 40,216,244.

 On March 29, 2024, there were 45,129,687 shares of
Common Stock issued and outstanding.

 SPLASH BEVERAGE GROUP, INC.

 FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2023

 Page

 Item 1.

 Business

 Item 1A.

 Risk Factors

 Item 1B.

 Unresolved Staff Comments

 Item 2.

 Properties

 Item 3.

 Legal Proceedings

 Item 4.

 Mine Safety Disclosures

 Item 5.

 Market for Registrant's
 Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Item 6.

 Selected Financial Data

 Item 7.

 Management's Discussion and Analysis of Financial
 Condition and Results of Operations

 Item 7A.

 Quantitative and Qualitative Disclosures about Market
 Risk

 Item 8.

 Financial Statements and Supplementary Data

 Item 9.

 Changes in and Disagreements with Accountants on Accounting
 and Financial Disclosure

 Item 9A.

 Controls and Procedures

 Item 9B.

 Other Information

 Item 9C.

 Disclosure Regarding Foreign Jurisdictions that Prevent
 Inspections

 Item 10.

 Directors, Executive Officers and Corporate Governance

 Item 11.

 Executive Compensation

 Item 12.

 Security Ownership of Certain Beneficial Owners and
 Management and Related Stockholder Matters

 Item 13.

 Certain Relationships and Related Transactions and
 Director Independence

 Item 14.

 Principal Accounting Fees and Services

 Item 15.

 Exhibits and Financial Statement Schedules

 Signatures

 i

 Except as otherwise indicated,
references to "we", "us", "our", "Splash", "SBG" and the "Company"
refer to Splash Beverage Group, Inc. and its wholly owned subsidiaries.

 This
Annual Report on Form 10-K (this "Annual Report") contains "forward-looking statements" Forward-looking statements
reflect our current view about future events. When used in this Report, the words "anticipate," "believe," "estimate,"
"expect," "future," "intend," "plan," or the negative of these terms and similar expressions,
as they relate to us or our management, identify forward-looking statements. Such statements include, but are not limited to, statements
contained in this Report relating to our business strategy, our future operating results and liquidity and capital resources outlook.
Forward-looking statements are based on our current expectations and assumptions regarding our business, the economy and other future
conditions. Because forward–looking statements relate to the future, they are subject to inherent uncertainties, risks and changes
in circumstances that are difficult to predict. Our actual results may differ materially from those contemplated by the forward-looking
statements. They are neither statements of historical fact nor guarantees of assurance of future performance. We caution you therefore
against relying on any of these forward-looking statements. Important factors that could cause actual results to differ materially from
those in the forward-looking statements include, without limitation, our ability to raise capital to fund continuing operations; our
ability to protect our intellectual property rights; the impact of any infringement actions or other litigation brought against us; competition
from other providers and products; our ability to develop and commercialize products and services; changes in government regulation;
our ability to complete capital raising transactions; and other factors (including the risks contained in the section of this Annual
Report entitled "Risk Factors") relating to our industry, our operations and results of operations. Actual results may differ
significantly from those anticipated, believed, estimated, expected, intended or planned.

 Factors
or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of
them. We cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including
the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements
to actual results.

 Except
as otherwise indicated, references to "we", "us", "our", "Splash", "SBG"
and the "Company" refer to Splash Beverage Group, Inc. and its wholly owned subsidiaries.

 Item 1. Business.

 Company Overview

 Splash is a portfolio company
managing multiple brands across several growth segments within the consumer beverage industry. Splash has built organizational capabilities
and an infrastructure enabling it to incubate and/or acquire brands with the intention of efficiently accelerating them to higher volume
and sales revenue. The management team has proven capabilities in building consumer franchises and marketing and distributing multiple
brands of beverages within the non-alcoholic and alcoholic segments. Manufacturing is typically outsourced to third party co-packers
and distillers, or in select cases for a brand such as Copa DI Vino wines, performed within our own facility in Oregon.

 We believe the distribution landscape
in the beverage industry is changing rapidly as tech-enabled e-commerce business models are thriving. Direct to consumer, office or home
solutions are projected to continue to gain traction in the future. Recognizing this opportunity Splash continues to shape its operating
model to be vertically integrated with our e-commerce platform, Qplash, which purchases local and regional brands for developing a direct
line of sales to boutique retail stores and consumers.

 Splash's wholly owned subsidiary,
Splash Beverage Group II, Inc. was originally incorporated in the State of Nevada under the name TapouT Beverages, Inc. for the purpose
of acquiring the rights under a license agreement with TapouT, LLC (Authentic Brands Group). Splash has license rights to the TapouT
Performance brand in North America (Including US Territories and Military Bases), United Kingdom, Brazil, South Africa, Scandinavia,
Peru, Colombia, Chile and Guatemala.

 In December 2020, Splash Beverage
Group Inc. purchased the key assets of the Copa DI Vino single serve wine company. The operations and IP for Copa DI
Vino are wholly owned by Splash and incorporated in the state of Nevada under the name Copa DI Vino Wine
Group Inc.

 In addition, Splash has a joint
venture with SALT Naturally Flavored Tequila and Pulpoloco sangria that comes in a biodegradable can.

 The Company's leadership
understands the importance of infusing beverage brands with strong popular culture and lifestyle elements that drive trial, belief and,
most importantly, repeat purchases.

 Our management team led by Robert
Nistico has over 28 years of experience in all levels of the three-tier distribution system used in the beverage industry working with
brands such as Red Bull and companies such as Gallo Winery and Republic National Distributing Company (RNDC Texas). Our President &
CMO, Bill Meissner, has led major beverage brands including Sparkling Ice, Fuze, Sweet Leaf Tea and Jones Soda. Our CFO, Stacy McLaughlin,
has over 15 years of experience in public company accounting and finance, with an emphasis on reporting, fundraising and mergers and
acquisitions. Our Senior Vice President of Sales, James Allred, has over 25 years' experience in the beverage industry, predominately
with Anheuser-Busch.

 Our Strategy

 Our strategy is to combine the
traditional approach of manufacturing, distributing, and marketing of beverages, with early-stage brands that have a reasonable level
of pre-existing brand awareness and market presence, or have attributes that we believe to be purely innovative. We believe this allows
us to break through the clutter of numerous brand introductions and dilute risk. We apply this philosophy regardless of whether the brand
is 100% owned or a joint venture.

 For acquisition or joint venture
consideration, we prefer to work with brands that already have one or more of the following in place:

 Some level of preexisting brand awareness.

 Regional presence that can be expanded.

 Licensing an existing brand name (TapouT for example).

 Add to an underdeveloped and/or growing category capitalizing on consumer
 trends.

 Innovation to an existing attractive category (such as flavored tequila).

 A near term clear path to profitability.

 We believe this platform model
provides us with two paths to success: one, developing our wholly owned core brands and two, the ability to tap into high growth, early-stage
brands ready to scale. This platform allows us to limit risk, and significantly reduce development expenses while simultaneously increasing
efficiencies for all brands in our portfolio.

 Our management team has over
120 years of combined experience in the beverage industry, including decades of successful brand introductions by our management
team (Gallo, Red Bull, Bacardi, Diageo, Sparkling Ice, Coca-Cola, FUZE Beverage, NOS Energy, PepsiCo, SoBe Beverages, AB InBev, Muscle
Milk, Marley Beverages), we believe our ability to break through the distribution and retail bottlenecks makes us an attractive joint
venture partner to many new brand owners.

 Splash has the ability to fully
own a brand or be flexible to engage in business ventures structured with a revenue split, or an equity position.

 The benefit to Splash in these
shared brand ownerships is the ability to avoid the development costs for new products. This model spreads our risk over several brands,
contributes to our economies of scale, improves our relationship with distributors and reduces the overall cost of infrastructure.

 The Company also believes the
distribution landscape in the beverage category is changing rapidly. Tech-enabled business models are thriving and direct to consumer,
office and home solutions are projected to continue to gain traction as beverage alcohol regulations evolve. A core strategy for us is
to optimize the early success we're seeing with the Qplash online platform, our consumer-packaged goods retail division and our
first entry point into the growing e-commerce channel.

 Products

 We currently produce,
distribute and market SALT Naturally Flavored Tequila ("SALT"), a 100% agave 80 proof line of flavored tequilas, "TapouT
Performance," a line of performance beverages that complete in the hydration and energy categories, Copa DI Vino
single serve wine by the glass, and also import Pulpoloco Sangria in 3 flavors.

 The following is a description
of these products.

 SALT Flavored Tequila

 We oversee production, distribute,
and market the following flavors under the brand name SALT Naturally Flavored Tequila:

 Citrus flavor

 Berry flavor

 Chocolate flavor

 Vodka, rum, and brown spirits
have experienced significant growth when flavors are introduced, and we expect this growth of flavors to continue, as the tequila category
continues to rapidly expand.

 SALT is currently being distributed
by various Anheuser-Busch & Miller-Coors distributorships, and other distributors in multiple U.S. states. Additionally, SALT is
for sale in Mexico. SALT has also launched in Guatemala and Japan and efforts continue to grow the brand's international presence.

 SALT is a business venture between
the Company and SALT USA, LLC. All aspects of manufacturing, logistics, distribution and marketing are our responsibility.

TapouT Performance Isotonic Sports Drinks

 We produce, market, sell and
distribute the following sports beverages under the brand name TapouT:

 TapouT Performance

 TapouT Energy

 TapouT Performance Beverages
are a line of unique advanced performance beverages containing ingredients known for various functional benefits including, focus, cognition,
energy, recuperative and cell regeneration which promotes better absorption of nutrients, increase hydration and cellular recovery. They
are exclusively formulated with GRAS (FDA Designation "Generally Regarded as Safe") ingredients versus controversial ingredients
often used in many competitive products. TapouT Performance Beverages are all natural with highly innovative proprietary blends designed
to enhance physical and or mental performance.

 TapouT, formally associated with
the UFC and mixed martial arts has been producing branded clothing and light exercise equipment for over 23 years and has a high level
of aided and unaided brand awareness.

 TapouT License Agreement

 We have the rights under a License
Agreement with ABG TapouT (the "License Agreement") to produce, market, sell and distribute TapouT sports beverages
in North America (including US Territories and Military Bases), United Kingdom, Brazil, South Africa, Australia, Scandinavia, Peru, Colombia,
Chile and Guatemala. The beverages covered by the License Agreement include sports drinks, energy drinks, energy shots, electrolyte chews,
energy bars, water, protein, and teas.

 We pay a 6% royalty of net sales
or a guaranteed minimum annual royalty of $660,000, whichever is greater. The License Agreement will expire on December 31, 2025, with
a renewal option through December 31, 2028 at which time it will be reviewed and renegotiated if necessary.

 We have the right to use the
TapouT brand to market, advertise and promote for sale our TapouT beverages and branded products. As part of the alliance, Splash commits
to investing 2% of sales in marketing to the TapouT Performance Brand. TapouT provides marketing collateral for advertising and promotion
and has influential relationships with select celebrities and athletic talent. TapouT agrees to use reasonable efforts to request its
retained celebrities and/or athletes be present at autograph signings, tradeshows and other similar events.

 Copa DI Vino Wine Group, Inc.
(CdV) and Related Financing

 On December 24, 2020, the
Company entered into an Asset Purchase Agreement with CdV, pursuant to which the Company purchased certain assets and assumed certain
liabilities that comprise the CdV business for a total purchase price of $5,980,000, payable in the combination of $2,000,000 in cash,
a $2,000,000 convertible promissory note to CdV and a variable number of shares of the Company's common stock based on an attainment
of revenue hurdles.

 In conjunction with the acquisition,
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 Loan and Security Agreement
provided for a revenue-based credit facility of $1,578,237 (the "Gross Amount") with the Lender (the "Credit Facility").

 Copa DI Vino Wine Group, Inc.

 Copa DI Vino
is the leading producer of premium wine by the glass in the United States. The Copa DI Vino product line is highly innovative
as a ready to drink wine glass capable of going anywhere without the need for a bottle, corkscrew or glass. The company also has a growing
keg wine business for on-premises restaurants and bars.

 Through our acquisition of Copa
DI Vino Corporation, we are now able to offer nine varietals of wine: Pinot Grigio, Riesling, Merlot, Chardonnay, White
Zinfandel, Moscato, Red Blend, Sauvignon Blanc and Cabernet Sauvignon. In addition to its wine varietals, Copa DI Vino
also procures Pulpoloco, a sangria which is encased in an eco-friendly fiber based can from Spain. The rights to utilize this packaging
for multiple categories were conveyed to SBG in conjunction with the distribution rights.

 E-commerce

 "Qplash" is a wholly
owned division of Splash. It is our first entry point into the growing e-commerce channel. The division sells beverages online through www.qplash.com,
and third-party storefronts such as Amazon.com. Inside of the division, there are two primary customer groups: business to business retailers,
which in turn offer the products to their customers, and business to consumer, selling direct to end users. The business-to-business
program allows businesses to control inventory, order with payment terms, and offer the convenience of delivery directly to each store.

 Currently Qplash offers
over 1,500 listings and has warehouses that ship from both California and Pennsylvania.

 Our Competitive Strengths

 We believe the following competitive strengths
contribute to the Company's success and differentiate us from our competitors:

 An established distribution network through global sales channels;

 A hybrid distribution model that leverages multiple routes to market,
 including national chains, independent local markets, regional chains, and specialty food and C-Stores

 Long-term relationships with retailers and the establishment of chains;

 Premium customer service;

 Dynamic and sustainable product offerings of natural quality and
 freshness with health benefits;

 A highly experienced management team;

 Strategically selected, dedicated sales professionals;

 Qplash, our e-commerce platform, which provides us an integrated distribution
 platform for our non-alcoholic brands;

 Ability to execute and distribute across many geographies on behalf
 of our licensed brand portfolio;

 Strong brand awareness through partnerships and acquisitions of brands
 with pre-existing brand awareness, or viewed as truly innovative; and

 Celebrity and professional athlete endorsement of our brands.

 Manufacturing and Co-packing

 We are responsible for the manufacturing
of Copa DI Vino, TapouT Performance and SALT. The Copa DI Vino product line is bottled at our manufacturing
facility in The Dalles, Oregon. Pulpoloco is imported from Spain as a finished product.

 Although we are responsible for
manufacturing TapouT Performance and SALT, we do not directly manufacture these products, but instead outsource such manufacturing to
third party bottlers and contract packers and distillers.

 Our TapouT Performance and SALT
products are manufactured in the United States and Mexico, respectively under separate arrangements with each party. Our co-packaging
arrangements are terminable upon request and do not obligate us to produce any minimum quantities of products within specified periods.

 We purchase concentrates, flavors,
dietary ingredients, cans, bottles, caps, labels, and other components and ingredients for our beverage products from our suppliers,
which are delivered to our manufacturing operations and various third-party bottlers and co-packers. In some cases, certain common supplies
may be purchased by our various third-party bottlers and co-packers. Depending on the product, the third-party bottlers or packers add
filtered water and/or other ingredients (including dietary ingredients) for the manufacture and packaging of the finished products into
our approved containers in accordance with our formulas.

 Distribution

 For our beverage-alcohol products,
we operate within what is referred to as a "Three Tier Distribution System" where manufacturers are not permitted to sell
directly to retailers, but instead contract for local and regional distribution with independent distributors. These distributors typically
have geographic rights to distribute major beverage brands and call on every store in a given area such as major cities or regions. Our
management team has extensive experience working within this channel and believes that we will be successful in building a strong network
of these distributors.

 In addition to working with these
independent distributors, we also have distribution arrangements with national retail accounts to distribute some of our products directly
through their warehouse operations. Most notably, SBG executed a distribution agreement with AB-InBev, for distribution with their own
operations, AB ONE. This provides SBG very effective distribution capabilities.

 Intellectual Property

 During the fiscal year ended December 31, 2023, we
were granted a trademark for Copa DI Vino. The United States Patent and Trademark Office issued the trademark on March
12, 2024, providing our company exclusive rights to use the trademark in connection with the product categories specified in this Form
10-K.

 Employees

 We have 32 full-time
employees, including non-officer employees and our executive officers. None of our employees are represented by a labor
union. We have not experienced any work stoppages and consider our relations with our employees to be good.

 Listing on the NYSE American

 Our common stock and warrants
are listed on the NYSE American exchange under the ticker symbols "SBEV" and "SBEV WT," respectively.

 Recent Developments

 In January 2024, the Company
entered into a convertible note with an individual in the amount of $250,000. The note has an eighteen-month term, accrues interest at
12% and is convertible into shares of common stock of the Company at $0.50 per share, which also includes 200% warrants at $0.25

 In January 2024, the Company
entered into a commercial loan in the amount of $500,000. The total cost of the loan is $250,000 and is paid in weekly increments of
6.97% of the current receivable balance.

 In February 2024, the Company
entered into a convertible note with an individual in the amount of $150,000. The note has an eighteen-month term, accrues interest at
12% and is convertible into shares of common stock of the Company at $0.40 per share, which also includes 250% warrants at $0.25.

 In March 2024, the Company received
a $109,000 cash advance from our chief executive officer, resulting in a related party payable. This note bears 0% interest.

 Corporate Information

 Splash was originally incorporated
in the State of Nevada under the name TapouT Beverages, Inc. for the purpose of acquiring the rights under a license agreement with TapouT,
LLC (Authentic Brands Group) for the right to use the TapouT brand in connection with manufacturing and selling certain beverages.

 Splash executed a reverse merger
with a fully reporting, public entity called Canfield Medical Supply, Inc. and became a wholly-owned subsidiary of Canfield Medical Supply
Inc. on March 31, 2020. At the time of the merger Canfield's state of incorporation was Colorado. At the time of the merger Canfield's
common stock was quoted on the OTCQB.

 On July 31, 2021, we changed
our name from Canfield Medical Supply, Inc. to Splash Beverage Group, Inc.

 On June 11, 2021, our common
stock and warrants to purchase common stock began trading on the NYSE American under the symbols "SBEV" and SBEV WT,"
respectively.

 On November 8, 2021, we changed
our state of incorporation from Colorado to Nevada.

 Our principal offices are located
at 1314 E. Las Olas Blvd, Suite 221, Fort Lauderdale, Florida 33301. Our website address is www.splashbeveragegroup.com.
We have not incorporated by reference into this Annual Report on Form 10-K the information that can be assessed through our website and
you should not consider it to be part of this Annual Report on Form 10-K.

 Available Information

 We file annual, quarterly, and current reports, proxy
statements and other information with the U.S. Securities Exchange Commission (the "SEC"). These filings are available to
the public through the SEC's website at  All statements made in any of our securities filings, including all
forward-looking statements or information, are made as of the date of the document in which the statement is included unless otherwise
specified, and we do not assume or undertake any obligation to update any of those statements or documents unless we are required to
do so by law.

 Item 1A. Risk Factors.

 You should carefully consider
the risks described below as well as other information provided to you in this document, including information in the section of this
document entitled "Cautionary Note Concerning Forward Looking Statements." If any of the following risks actually occur,
the Company's business, financial condition or results of operations could be materially adversely affected, the value of the Company's
Common Stock could decline, and you may lose all or part of your investment.

 RISKS RELATED TO OUR BUSINESS

 Risks Related to our Business

 Our auditors have included an explanatory paragraph
in their opinion regarding our ability to continue as a going concern. If we are unable to continue as a going concern, our securities
will have little or no value.

 Rose, Snyder & Jacobs LLP,
our independent registered public accounting firm for the fiscal year ended December 31, 2023, has included an explanatory paragraph
in their opinion that accompanies our audited consolidated financial statements as of and for the year ended December 31, 2023, indicating
that our current liquidity position raises substantial doubt about our ability to continue as a going concern. If we are unable to improve
our liquidity position, we may not be able to continue as a going concern.

 We have sustained recurring losses
and we have had working capital and stockholders' equity deficits. These prior losses and expected future losses have had,

 and will continue to have, an
adverse effect on our financial condition. In addition, continued operations and our ability to continue as a going concern may be dependent
on our ability to obtain additional financing in the near future and thereafter, and there are no assurances that such financing will
be available to us at all or will be available in sufficient amounts or on reasonable terms. Our financial statements do not include
any adjustments that may result from the outcome of this uncertainty. If we are unable to generate additional funds in the future through
sales of our products, financing or from other sources or transactions, we will exhaust our resources and will be unable to continue
operations. If we cannot continue as a going concern, our shareholders would likely lose most or all of their investment in us.

 Management recognizes that it
may be required to obtain additional resources via issuances of indebtedness or equity to successfully execute its business plans. No
assurances can be given that management will be successful in raising additional capital, if needed, or on acceptable terms. These conditions
raise substantial doubt about the Company's ability to continue as a going concern for the next 12 months. These financial statements
do not include any adjustments relating to the recoverability and classification of recorded asset amounts and classification of liabilities
that might be necessary should the Company be unable to continue as a going concern.

 We have experienced recurring losses from operations
and negative cash flows from operating activities and anticipate that we will continue to incur significant operating losses
in the future.

 We have experienced recurring
losses from operations and negative cash flows from operating activities. We expect to continue to incur significant expenses related
to our ongoing operations and generate operating losses for the foreseeable future. The size of our losses will depend, in part, on the
rate of future expenditures, our ability to execute on our acquisition strategy and our ability to generate revenues. We incurred a net
loss of $21.0 million for the year ended December 31, 2 023.
Our accumulated deficit increased to $133.3 million as of December 31, 2 023, compared
to the prior year's deficit of $112.3 million.

 We may encounter unforeseen expenses,
difficulties, complications, delays, and other unknown factors that may adversely affect our financial condition. Our prior losses and
expected future losses have had, and will continue to have, an adverse effect on our financial condition. If our products do not achieve
sufficient market acceptance and our revenues do not increase significantly, we may never become profitable. Even if we achieve profitability
in the future, we may not be able to sustain profitability in subsequent periods. Our failure to become and remain profitable would decrease
the value of our company and could impair our ability to raise capital, expand our business, diversify our product offerings or continue
our operations. A decline in the value of our company could cause you to lose all or part of your investment.

 If we are not able to successfully execute
on our future operating plans and objectives, our financial condition and results of operation may be materially adversely affected,
and we may not be able to continue as a going concern.

 It is important that we meet
our sales goals and increase sales going forward as our operating plan already reflects prior significant cost containment measures and
may make it difficult to achieve top-line growth if further significant reductions become necessary. If we do not meet our sales goals,
our available cash and working capital will decrease and our financial condition will be negatively impacted.

 In order to be successful, we
believe that we must, among other things:

 increase the sales volume and gross margins for
 our products and those that we will acquire;

 maintain efficiencies in operations;

 manage our operating expenses to sufficiently
 support operating activities;

 maintain fixed costs at or near current levels; and

 avoid significant increases in variable costs
 relating to production, marketing and distribution.

 We may not be able to meet these
objectives, which could have a material adverse effect on our results of operations. We have incurred significant operating expenses
in the past and may do so again in the future and, as a result, will need to increase revenues in order to improve our results of operations.
Our ability to increase sales will depend primarily on success in expanding our current markets, improving our distribution base, entering
into Direct-To-Retail (DTR) arrangements with national accounts,

 and introducing new brands, products
or product extensions to the market. Our ability to successfully enter new distribution areas and obtain national accounts will, in turn,
depend on various factors, many of which are beyond our control, including, but not limited to, the continued demand for our brands and
products in target markets, the ability to price our products at competitive levels, available positions within the retailer's
planograms, the ability to establish and maintain relationships with distributors in each geographic area of distribution and the ability
in the future to create, develop and successfully introduce one or more new brands, products, and product extensions.

 Demand for our products
may be adversely affected by changes in consumer preferences or any inability on our part to innovate, market or distribute our products
effectively, and any significant reduction in demand could adversely affect our business, financial condition or results of operations.

 Our beverage portfolio is comprised
of a number of unique brands with reputations and consumer imagery that have been built over time. Our investments in marketing as well
as our strong commitment to product quality are intended to have a favorable impact on brand image and consumer preferences. If we do
not adequately anticipate and react to changing demographics, consumer and economic trends, health concerns and product preferences,
our financial results could be adversely affected.

 Additionally, failure to introduce
new brands, products or product extensions into the marketplace as current ones mature and to meet the changing preferences of consumers
could prevent us from gaining market share and achieving long-term profitability. Product lifecycles can vary and consumer preferences
and loyalties change over time. Although we try to anticipate these shifts and innovate new products to introduce to our consumers, we
may not succeed. Consumer preferences also are affected by factors other than taste, such as health and nutrition considerations and
obesity concerns, shifting consumer needs, changes in consumer lifestyles, increased consumer information and competitive product and
pricing pressures. Sales of our products may be adversely affected by negative publicity associated with these issues. If we do not adequately
anticipate or adjust to respond to these and other changes in consumer preferences, we may not be able to maintain and grow our brand
image and our sales may be adversely affected.

 Volatility in the price or availability
of the inputs we depend on, including raw materials, packaging, energy and labor, could adversely impact our financial results.

 The principal raw materials we
use include glass bottles, aluminum cans, PET, fiber-board, labels and cardboard cartons, flavorings and sweeteners. These component
and ingredient costs are subject to fluctuation. If there were to be substantial increases in the prices of our ingredients, raw materials
and packaging materials, to the extent that they cannot be recouped through increases in the prices of finished beverage products, would
increase our operating costs and could reduce our profitability. If our supply of these raw materials is impaired or if prices increase
significantly, it could affect the affordability of our products and reduce sales.

 If we are unable to secure sufficient
ingredients or raw materials including glass, sugar, and other key supplies, we might not be able to satisfy demand on a short-term basis.

 Changes in government regulation or failure
to comply with existing regulations could adversely affect our business, financial condition and results of operations.

 Our business and properties are
subject to various federal, state and local laws and regulations, including those governing the production, packaging, quality, labeling
and distribution of beverage products. In addition, various governmental agencies have enacted or are considering additional taxes on
soft drinks and other sweetened beverages. Changes in existing laws or regulations could require material expenses and negatively affect
our financial results through lower sales or higher costs.

 We compete in an industry that is brand-conscious,
so brand name recognition and acceptance of our products are critical to our success.

 Our business is dependent upon
awareness and market acceptance of our products and brands by our target markets. In addition, our business depends on acceptance by
our independent distributors and retailers of our brands as beverage brands that have the potential to provide incremental sales growth.
If we are not successful in the revitalization and growth of our brand and product offerings, we may not achieve and maintain satisfactory
levels of acceptance by independent distributors and retail consumers. Any failure of our brand to maintain or increase acceptance or
market penetration would likely have a material adverse effect on our revenues and financial results.

 Our brands and brand images are keys to our
business and any inability to maintain a positive brand image could have a material adverse effect on our results of operations.

 Our success depends on our ability
to maintain brand image for our existing products and effectively build up brand image for new products and brand extensions. We cannot
predict whether our advertising, marketing and promotional programs will have the desired impact on our products' branding and
on consumer preferences. In addition, negative public relations and product quality issues, whether real or imagined, could tarnish our
reputation and image of the affected brands and could cause consumers to choose other products. Our brand image can also be adversely
affected by unfavorable reports, studies and articles, litigation, or regulatory or other governmental action, whether involving our
products or those of our competitors.

 Competition from traditional and large, well-financed
non-alcoholic and alcoholic beverage manufacturers may adversely affect our distribution relationships and may hinder development of
our existing markets, as well as prevent us from expanding our markets.

 The beverage industry is highly
competitive. We compete with other beverage companies not only for consumer acceptance but also for shelf space in retail outlets and
for marketing focus by our distributors, all of whom also distribute other beverage brands. Our products compete with all non-alcoholic
and alcoholic beverages, most of which are marketed by companies with substantially greater financial resources than ours. Some of these
competitors are placing severe pressure on independent distributors not to carry competitive brands such as ours. We also compete with
regional beverage producers and "private label" brands.

 Increased competitor consolidations,
market-place competition, particularly among branded beverage products, and competitive product and pricing pressures could impact our
earnings, market share and volume growth. If, due to such pressure or other competitive threats, we are unable to sufficiently maintain
or develop our distribution channels, we may be unable to achieve our current revenue and financial targets. Competition, particularly
from companies with greater financial and marketing resources than ours, could have a material adverse effect on our existing markets,
as well as on our ability to expand the market for our products.

 Legislative or regulatory changes that affect
our products, including new taxes, could reduce demand for products or increase our costs.

 Taxes imposed on the sale of
certain of our products by federal, state and local governments in the United States, or other countries in which we operate could cause
consumers to shift away from purchasing our beverages. Several municipalities in the United States have implemented or are considering
implementing taxes on the sale of certain "sugared" beverages, including non-diet soft drinks, fruit drinks, teas and flavored
waters to help fund various initiatives. These taxes could materially affect our business and financial results.

 Our reliance on distributors, retailers and
brokers could affect our ability to efficiently and profitably distribute and market our products, maintain our existing markets and
expand our business into other geographic markets.

 Our ability to maintain and expand
our existing markets for our products, and to establish markets in new geographic distribution areas, is dependent on our ability to
establish and maintain successful relationships with reliable distributors, retailers and brokers strategically positioned to serve those
areas. Most of our distributors, retailers and brokers sell and distribute competing products, including non-alcoholic and alcoholic
beverages, and our products may represent a small portion of their businesses. The success of this network will depend on the performance
of the distributors, retailers and brokers of this network. There is a risk that the mentioned entities may not adequately perform their
functions within the network by, without limitation, failing to distribute to sufficient retailers or positioning our products in localities
that may not be receptive to our product. Our ability to incentivize and motivate distributors to manage and sell our products is affected
by competition from other beverage companies, some of which may have greater resources than we do. To the extent that our distributors,
retailers and brokers are distracted from selling our products or do not employ sufficient efforts in managing and selling our products,
including re-stocking the retail shelves with our products, our sales and results of operations could be adversely affected. Furthermore,
such third-parties' financial position or market share may deteriorate, which could adversely affect our distribution, marketing
and sales activities.

 Our ability to maintain and expand
our distribution network and attract additional distributors, retailers and brokers will depend on a number of factors, some of which
are outside our control. Some of these factors include:

 the level of demand for our brands and products in a particular distribution
 area;

 our ability to price our products at levels competitive with those
 of competing products; and

 our ability to deliver products in the quantity and at the time ordered
 by distributors, retailers and brokers.

 We may not be able to successfully
manage all or any of these factors in any of our current or prospective geographic areas of distribution. Our inability to achieve success
with regards to any of these factors in a geographic distribution area will have a material adverse effect on our relationships in that
particular geographic area, thus limiting our ability to maintain or expand our market, which will likely adversely affect our revenues
and financial results.

 It is difficult to predict the timing and amount
of our sales because our distributors are not required to place minimum orders with us.

 Our independent distributors
and national accounts are not required to place minimum monthly or annual orders for our products. In order to reduce their inventory
costs, independent distributors typically order products from us on a "just in time" basis in quantities and at such times
based on the demand for the products in a particular distribution area. Accordingly, we cannot predict the timing or quantity of purchases
by any of our independent distributors or whether any of our distributors will continue to purchase products from us in the same frequencies
and volumes as they may have done in the past. Additionally, our larger distributors and national partners may make orders that are larger
than we have historically been required to fill. Shortages in inventory levels, supply of raw materials or other key supplies could negatively
affect us.

 If we do not adequately manage our inventory
levels, our operating results could be adversely affected.

 We need to maintain adequate
inventory levels to be able to deliver products to distributors on a timely basis. Our inventory supply depends on our ability to correctly
estimate demand for our products. Our ability to estimate demand for our products is imprecise, particularly for new products, seasonal
promotions and new markets. If we materially underestimate demand for our products or are unable to maintain sufficient inventory of
raw materials, we might not be able to satisfy demand on a short-term basis. If we overestimate distributor or retailer demand for our
products, we may end up with too much inventory, resulting in higher storage costs, increased trade spend and the risk of inventory spoilage.
If we fail to manage our inventory to meet demand, we could damage our relationships with our distributors and retailers and could delay
or lose sales opportunities, which would unfavorably impact our future sales and adversely affect our operating results. In addition,
if the inventory of our products held by our distributors and retailers is too high, they will not place orders for additional products,
which would also unfavorably impact our sales and adversely affect our operating results.

 If we fail to maintain relationships with our
independent contract manufacturers, our business could be harmed.

 We do not manufacture SALT Tequila,
Pulpoloco Sangria or TapouT performance drinks but instead outsource the manufacturing process to third-party bottlers and independent
contract manufacturers (co-packers). We do not own the plants or the majority of the equipment required to manufacture and package these
brands. Our ability to maintain effective relationships with contract manufacturers and other third parties for the production and delivery
of our beverage products in a particular geographic distribution area is important to the success of our operations within each distribution
area. We may not be able to maintain our relationships with current contract manufacturers or establish satisfactory relationships with
new or replacement contract manufacturers, whether in existing or new geographic distribution areas. The failure to establish and maintain
effective relationships with contract manufacturers for a distribution area could increase our manufacturing costs and thereby materially
reduce gross profits from the sale of our products in that area. Poor relations with any of our contract manufacturers could adversely
affect the amount and timing of product delivered to our distributors for resale, which would in turn adversely affect our revenues and
financial condition. In addition, our agreements with our contract manufacturers are terminable at any time, and any such termination
could disrupt our ability to deliver products to our customers.

 The volatility of energy and increased regulations
may have an adverse impact on our gross margin.

 Over the past few years, volatility
in the global oil markets has resulted in variable fuel prices, which many shipping companies have passed on to their customers by way
of higher base pricing and increased fuel surcharges. If fuel prices increase, we expect to experience higher shipping rates and fuel
surcharges, as well as energy surcharges on our raw materials. It is hard to predict what will happen in the fuel markets in 2024 and
beyond. Due to the price sensitivity of our products, we may not always be able to pass such increases on to our customers.

 Disruption within our supply chain, contract
manufacturing or distribution channels could have an adverse effect on our business, financial condition and results of operations.

 Our ability, through our suppliers,
business partners, contract manufacturers, independent distributors and retailers, to make, move and sell products is critical to our
success. Damage or disruption to our suppliers or to manufacturing or distribution capabilities due to weather, natural disaster, fire
or explosion, terrorism, pandemics such as influenza COVID-19, labor strikes or other reasons, could impair the manufacture, distribution
and sale of our products. Many of these events are outside of our control. Failure to take adequate steps to protect against or mitigate
the likelihood or potential impact of such events, or to effectively manage such events if they occur, could adversely affect our business,
financial condition and results of operations.

 We rely upon our ongoing relationships with
our key flavor suppliers. If we are unable to source our flavors on acceptable terms from our key suppliers, we could suffer disruptions
in our business.

 We currently purchase our flavor
concentrate from various flavor concentrate suppliers, and continually develop other sources of flavor concentrate for each of our products.
Generally, flavor suppliers hold the proprietary rights to their flavor-specific ingredients. Although we have the exclusive rights to
flavor concentrates developed with our current flavor concentrate suppliers, and while we have the rights to the ingredients for our
products, we do not have the list of ingredients for our flavor extracts and concentrates. Consequently, we may be unable to obtain these
exact flavors or concentrates from alternative suppliers on short notice. If we have to replace a flavor supplier, we could experience
disruptions in our ability to deliver products to our customers, which could have a material adverse effect on our results of operations.

 If we are unable to attract and retain key
personnel, our efficiency and operations would be adversely affected; in addition, management turnover causes uncertainties and could
harm our business.

 Our success depends on our ability
to attract and retain highly qualified employees in such areas as finance, sales, marketing and product development. We compete to hire
new employees, and, in some cases, must train them and develop their skills and competencies. We may not be able to provide our employees
with competitive salaries, and our operating results could be adversely affected by increased costs due to increased competition for
employees, higher employee turnover or increased employee benefit costs.

 Changes to operations, policies
and procedures, which can often occur with the appointment of new personnel, can create uncertainty, may negatively impact our ability
to execute quickly and effectively, and may ultimately be unsuccessful. In addition, management transition periods are often difficult
as the new employees gain detailed knowledge of our operations, and friction can result from changes in strategy and management style.
Management turnover inherently causes some loss of institutional knowledge, which can negatively affect strategy and execution.

 Further, to the extent we experience
additional management turnover, our operations, financial condition and employee morale could be negatively impacted. In addition, competition
for top management is high and it may take months to find a candidate that meets our requirements. If we are unable to attract and retain
qualified management personnel, our business could suffer.

 If we fail to protect our trademarks and trade
secrets, we may be unable to successfully market our products and compete effectively.

 We rely on a combination of trademark
and trade secrecy laws, confidentiality procedures and contractual provisions to protect our intellectual property rights. Failure to
protect our intellectual property could harm our brand and our reputation, and adversely affect our ability to compete effectively. Further,
enforcing or defending our intellectual property rights, including our trademarks,

 copyrights, licenses and trade
secrets, could result in the expenditure of significant financial and managerial resources. We regard our intellectual property, particularly
our trademarks and trade secrets to be of considerable value and importance to our business and our success, and we actively pursue the
registration of our trademarks in the United States and internationally. However, the steps taken by us to protect these proprietary
rights may not be adequate and may not prevent third parties from infringing or misappropriating our trademarks, trade secrets or similar
proprietary rights. In addition, other parties may seek to assert infringement claims against us, and we may have to pursue litigation
against other parties to assert our rights. Any such claim or litigation could be costly. In addition, any event that would jeopardize
our proprietary rights or any claims of infringement by third parties could have a material adverse effect on our ability to market or
sell our brands, profitably exploit our products or recoup our associated research and development costs.

 As part of the licensing strategy
of our brands, we enter into licensing agreements under which we grant our licensing partners certain rights to use our trademarks and
other designs. Although our agreements require that the use of our trademarks and designs is subject to our control and approval, any
breach of these provisions, or any other action by any of our licensing partners that is harmful to our brands, goodwill and overall
image, could have a material adverse impact on our business.

 We may be required in the future to record
a significant charge to earnings if our goodwill or intangible assets become impaired.

 Under United States Generally
Accepted Accounting Principles ("U.S. GAAP"), we are required to review our intangible assets for impairment at least annually
or when events or changes in circumstances indicate the carrying value may not be recoverable. Factors that may be considered a change
in circumstances indicating that the carrying value of our intangible assets may not be recoverable include, declining or slower than
anticipated growth rates for certain of our existing products, a decline in stock price and market capitalization, and slower growth
rates in our industry.

 We may be required in the future
to record a significant charge to earnings during the period in which we determine that our intangible assets have been impaired. Any
such charge would adversely impact our results of operations. As of December 31, 2023, our intangible assets totaled approximately $4.71
million.

 If we encounter product recalls or other product
quality issues, our business may suffer.

 Product quality issues, real
or imagined, or allegations of product contamination, even when false or unfounded, could tarnish our image and could cause consumers
to choose other products. In addition, because of changing government regulations or implementation thereof, or allegations of product
contamination, we may be required from time to time to recall products entirely or from specific markets. Product recalls could affect
our profitability and could negatively affect brand image.

 Our business is subject to many regulations and noncompliance is
costly.

 The production, marketing and
sale of our beverages, including contents, labels, caps and containers, are subject to the rules and regulations of various federal,
provincial, state and local health agencies. If a regulatory authority finds that a current or future product or production batch or
"run" is not in compliance with any of these regulations, we may be fined, or production may be stopped, which would adversely
affect our financial condition and results of operations. Similarly, any adverse publicity associated with any noncompliance may damage
our reputation and our ability to successfully market our products. Furthermore, the rules and regulations are subject to change from
time to time and while we closely monitor developments in this area, we cannot anticipate whether changes in these rules and regulations
will impact our business adversely. Additional or revised regulatory requirements, whether labeling, environmental, tax or otherwise,
could have a material adverse effect on our financial condition and results of operations.

 Significant additional labeling or warning
requirements may inhibit sales of affected products.

 Various jurisdictions may seek
to adopt significant additional product labeling or warning requirements relating to the chemical content or perceived adverse health
consequences of certain of our products. These types of requirements, if they become applicable to one or more of our products under
current or future environmental or health laws or regulations, may inhibit sales of such products. In California, a law requires that
a specific warning appear on any product that contains a component listed by the state as having been found to cause cancer or birth
defects. This law recognizes no generally applicable quantitative thresholds below which a warning is not required. If a component found
in one of our products is added to the list, or if the increasing sensitivity of detection methodology that may become available under
this law and related regulations as they currently exist, or as they may be amended, results in the detection of an infinitesimal quantity
of a listed substance in one of our beverages produced for sale in California, the resulting warning requirements or adverse publicity
could affect our sales.

 Litigation or legal could expose us to significant
liabilities and damage our reputation.

 We may become party to litigation
claims and legal proceedings. Litigation involves significant risks, uncertainties and costs, including distraction of management attention
away from our business operations. We evaluate litigation claims and legal proceedings to assess the likelihood of unfavorable outcomes
and to estimate, if possible, the amount of potential losses. Based on these assessments and estimates, we establish reserves and disclose
the relevant litigation claims or legal proceedings, as appropriate. These assessments and estimates are based on the information available
to management at the time and involve a significant amount of management judgment. Actual outcomes or losses may differ materially from
those envisioned by our current assessments and estimates. Our policies and procedures require strict compliance by our employees and
agents with all U.S. and local laws and regulations applicable to our business operations, including those prohibiting improper payments
to government officials. Nonetheless, our policies and procedures may not ensure full compliance by our employees and agents with all
applicable legal requirements. Improper conduct by our employees or agents could damage our reputation or lead to litigation or legal
proceedings that could result in civil or criminal penalties, including substantial monetary fines, as well as disgorgement of profits.

 Additionally, there has been
public attention directed at the beverage alcohol industry, which we believe is due to concern over problems related to harmful use of
alcohol, including drinking and driving, underage drinking and health consequences from the misuse of alcohol. We could be exposed to
lawsuits relating to product liability or marketing or sales practices with respect to our alcoholic products. Adverse developments in
lawsuits concerning these types of matters or a significant decline in the social acceptability of beverage alcohol products that may
result from lawsuits could have a material adverse effect on our business, liquidity, financial condition and results of operations.

 We are subject to risks inherent in sales of
products in international markets.

 Our operations outside of the
United States, contribute to our revenue and profitability, and we believe that developing and emerging markets could present future
growth opportunities for us. However, there can be no assurance that existing or new products that we manufacture, distribute or sell
will be accepted or be successful in any particular foreign market, due to local or global competition, product price, cultural differences,
and consumer preferences or otherwise. There are many factors that could adversely affect demand for our products in foreign markets,
including our inability to attract and maintain key distributors in these markets; volatility in the economic growth of certain of these
markets; changes in economic, political or social conditions, the status and renegotiations of the North American Free Trade Agreement,
imposition of new or increased labeling, product or production requirements, or other legal restrictions; restrictions on the import
or export of our products or ingredients or substances used in our products; inflationary currency, devaluation or fluctuation; increased
costs of doing business due to compliance with complex foreign and U.S. laws and regulations. If we are unable to effectively
operate or manage the risks associated with operating in international markets, our business, financial condition or results of operations
could be adversely affected.

 Water scarcity and poor quality could negatively impact our
costs and capacity.

 Water is a main ingredient in
substantially all of our products, is vital to the production of the agricultural ingredients on which our business relies and is needed
in our manufacturing process. It also is critical to the prosperity of the communities we serve. Water is a limited resource in many
parts of the world, facing unprecedented challenges from overexploitation, increasing demand for food and other consumer and industrial
products whose manufacturing processes require water, increasing pollution and emerging awareness of potential contaminants, poor management,
lack of physical or financial access to water, sociopolitical tensions due to lack of public infrastructure in certain areas of the world
and the effects of climate change. As the demand for water continues to increase around the world, and as water becomes scarcer and the
quality of available water deteriorates, we may incur higher costs or face capacity constraints and the possibility of reputational damage,
which could adversely affect our profitability or net operating revenues in the long run.

 Fluctuations in quantity and quality of grape
supply could adversely affect our business.

 A shortage in the supply of quality
grapes may result from a variety of factors that determine the quality and quantity of our grape supply, including weather conditions,
pruning methods, diseases and pests, the ability to buy grapes on long and short-term contracts and the number of vines producing grapes.
Any shortage in grape production could cause a reduction in the amount of wine we are able to produce, which could reduce sales and adversely
impact our results from operations. Factors that reduce the quantity of our grapes may also reduce their quality, which in turn could
reduce the quality or amount of wine we produce. Deterioration in the quality of our wines could harm our brand name, reduce sales and
adversely impact our business and results of operations.

 Contamination of our wines could harm our business.

 We are subject to certain hazards
and product liability risks, such as potential contamination, through tampering or otherwise, of ingredients or products. Contamination
of any of our wines could force us to destroy wine held in inventory and could cause the need for a product recall, which could significantly
damage our reputation for product quality. We maintain insurance against certain of these kinds of risks, and others, under various insurance
policies. However, the insurance may not be adequate or may not continue to be available at a price or on terms that are satisfactory
to us and this insurance may not be adequate to cover any resulting liability.

 Our business and operations would be adversely
impacted in the event of a failure or interruption of our information technology infrastructure or as a result of a cybersecurity attack.

 The proper functioning of our
own information technology (IT) infrastructure is critical to the efficient operation and management of our business. We may not
have the necessary financial resources to update and maintain our IT infrastructure, and any failure or interruption of our IT system could
adversely impact our operations. In addition, our IT is vulnerable to cyberattacks, computer viruses, worms and other malicious software
programs, physical and electronic break-ins, sabotage and similar disruptions from unauthorized tampering with our computer systems.
We believe that we have adopted appropriate measures to mitigate potential risks to our technology infrastructure and our operations
from these IT-related and other potential disruptions. However, given the unpredictability of the timing, nature and scope of any
such IT failures or disruptions, we could potentially be subject to downtimes, transactional errors, processing inefficiencies,
operational delays, other detrimental impacts on our operations or ability to provide products to our customers, the compromising of
confidential or personal information, destruction or corruption of data, security breaches, other manipulation or improper use of our
systems and networks, financial losses from remedial actions, loss of business or potential liability, and/or damage to our reputation,
any of which could have a material adverse effect on our cash flows, competitive position, financial condition or results of operations.

 If we fail to comply with personal data protection and privacy laws,
we could be subject to adverse publicity, government enforcement actions and/or private litigation, which could negatively affect our
business and operating results.

 In the ordinary course of our
business, we receive, process, transmit and store information relating to identifiable individuals ("personal data"), primarily
employees, former employees and consumers with whom we interact. As a result, we are subject to various U.S. federal and state and foreign
laws and regulations relating to personal data. These laws have been subject to frequent changes, and new legislation in this area may
be enacted in other jurisdictions at any time. These laws impose operational requirements for companies receiving or processing personal
data, and many provide for significant penalties for noncompliance. These requirements with respect to personal data have subjected and
may continue in the future to subject the Company to, among other things, additional costs and expenses and have required and may in
the future require costly changes to our business practices and information security systems, policies, procedures and practices. Our
security controls over personal data, the training of employees and vendors on data privacy and data security, and the policies, procedures
and practices we implemented or may implement in the future may not prevent the improper disclosure of personal data by us or the third-party
service providers and vendors whose technology, systems and services we use in connection with the receipt, storage and transmission
of personal data. Unauthorized access or improper disclosure of personal data in violation of personal data protection or privacy laws
could harm our reputation, cause loss of consumer confidence, subject us to regulatory enforcement actions (including fines), and result
in private litigation against us, which could result in loss of revenue, increased costs, liability for monetary damages, fines and/or
criminal prosecution, all of which could negatively affect our business and operating results.

 If our third-party service providers and business
partners do not satisfactorily fulfill their commitments and responsibilities, our financial results could suffer.

 In the conduct of our business,
we rely on relationships with third parties, including cloud data storage and other information technology service providers, suppliers,
distributors, contractors, joint venture partners and other external business partners, for certain functions or for services in support
of key portions of our operations. These third-party service providers and business partners are subject to similar risks as we are relating
to cybersecurity, privacy violations, business interruption, and systems and employee failures, and are subject to legal, regulatory
and market risks of their own. Our third-party service providers and business partners may not fulfill their respective commitments and
responsibilities in a timely manner and in accordance with the agreed-upon terms. In addition, while we have procedures in place for
selecting and managing our relationships with third-party service providers and other business partners, we do not have control over
their business operations or governance and compliance systems, practices and procedures, which increases our financial, legal, reputational
and operational risk. If we are unable to effectively manage our third-party relationships, or for any reason our third-party service
providers or business partners fail to satisfactorily fulfill their commitments and responsibilities, our financial results could suffer.

 Our results of operations may fluctuate from
quarter to quarter for many reasons, including seasonality.

 Our sales are seasonal, and we
experience fluctuations in quarterly results as a result of many factors. Companies similar to ours have historically generated a greater
percentage of our revenues during the warm weather months of April through September. Timing of customer purchases will vary each year
and sales can be expected to shift from one quarter to another. As a result, management believes that period-to-period comparisons of
results of operations are not necessarily meaningful and should not be relied upon as any indication of future performance or results
expected for the fiscal year.

 Changes in accounting standards and subjective
assumptions, estimates and judgments by management related to complex accounting matters could significantly affect our financial results.

 The U.S. GAAP and related pronouncements,
implementation guidelines and interpretations with regard to a wide variety of matters that are relevant to our business, such as, but
not limited to, stock-based compensation, trade spend and promotions, and income taxes are highly complex and involve many subjective
assumptions, estimates and judgments by our management. Changes to these rules or their interpretation or changes in underlying assumptions,
estimates or judgments by our management could significantly change our reported results.

 If we are unable to maintain effective disclosure
controls and procedures and internal control over financial reporting, our stock price and investor confidence could be materially and
adversely affected.

 We are required to maintain both
disclosure controls and procedures and internal control over financial reporting that are effective. Because of their inherent limitations,
internal control over financial reporting, however well designed and operated, can only provide reasonable, and not absolute, assurance
that the controls will prevent or detect misstatements. Because of these and other inherent limitations of control systems, there is
only the reasonable assurance that our controls will succeed in achieving their goals under all potential future conditions. The failure
of controls by design deficiencies or absence of adequate controls could result in a material adverse effect on our business and financial
results, which could also negatively impact our stock price and investor confidence.

 We are dependent on a distiller in Mexico to
provide us with our finished SALT tequila product. Failure to obtain satisfactory performance from them or a loss of their services could
cause us to lose sales, incur additional costs, and lose credibility in the marketplace.

 We depend on a distiller in Mexico,
a company in Jalisco, for the production, bottling, labeling, capping and packaging of our finished tequila product. We do not have a
written agreement with our distiller in Mexico obligating it to produce our product. The termination of our relationship with our distiller
in Mexico distiller or an adverse change in the terms of its services could have a negative impact on our business. If our distiller
in Mexico increases its prices, we may not have alternative sources of supply at comparable prices and may not be able to raise the prices
of our products to cover all, or even a portion, of the increased costs. In addition, if our distiller in Mexico fails to perform satisfactorily,
fails to handle increased orders, or the loss of the services of our distiller in Mexico, along with delays in shipments of products,
could cause us to fail to meet orders, lose sales, incur additional costs, and/or expose us to product quality issues. In turn, this
could cause us to lose credibility in the marketplace and damage our relationships with our customers and consumers, ultimately leading
to a decline in our business and results of operations.

 Regulatory decisions and changes in the legal,
regulatory and tax environment where our tequila is produced and where we operate could limit our business activities or increase our
operating costs and reduce our margins.

 Our business is subject to extensive
regulation regarding production, distribution, marketing, advertising and labeling of beverage alcohol products in the U.S. and in Mexico,
where our tequila is produced. We are required to comply with these regulations and maintain various permits and licenses. We are also
required to conduct business only with holders of licenses to import, warehouse, transport, distribute, and sell spirits. We cannot assure
you that these and other governmental regulations, applicable to our industry, will not change or become more stringent. Moreover, because
these laws and regulations are subject to interpretation, we may not be able to predict when, and to what extent, liability may arise.
Additionally, due to increasing public concern over alcohol-related societal problems, including driving while intoxicated, underage
drinking, alcoholism and health consequences from the abuse of alcohol, various levels of government may seek to impose additional restrictions
or limits on advertising or other marketing activities promoting beverage alcohol products. Failure to comply with any of the current
or future regulations and requirements relating to our industry and products, could result in monetary penalties, suspension or even
revocation of our licenses and permits. Costs of compliance with changes in regulations could be significant and could harm our business,
as we may find it necessary to raise our prices in order to maintain profit margins, which could lower the demand for our products and
reduce our sales and profit potential.

 In addition, the distribution
of beverage alcohol products is subject to extensive taxation both in the United States and internationally (and, in the United States,
at both the federal and state government levels), and beverage alcohol products themselves are the subject of national import and excise
duties in most countries around the world. An increase in taxation or in import or excise duties could also significantly harm our sales
revenue and margins, both through the reduction of overall consumption and by encouraging consumers to switch to lower-taxed categories
of beverage alcohol.

 We face substantial competition in the alcoholic
and non-alcoholic beverage industry, and we may not be able to effectively compete.

 Consolidation among spirits producers,
distributors, wholesalers, or retailers could create a more challenging competitive landscape for our products. Consolidation at any
level could hinder the distribution and sale of our products as a result of reduced attention and resources allocated to our brands,
both during and after transition periods, because our brands might represent a smaller portion of the new business portfolio. Expansion
into new product categories by other suppliers, or innovation by new entrants into the market, could increase competition in our product
categories. Changes to our route-to-consumer models or partners in important markets could result in temporary or longer-term sales disruption,
higher implementation-related or fixed costs, and could negatively affect other business relationships we might have with that partner.
Distribution network disruption or fluctuations in our product inventory levels with distributors, wholesalers, or retailers could negatively
affect our results for a particular period.

 Our competitors may respond to
industry and economic conditions more rapidly or effectively than we do. Our competitors offer products that compete directly with ours
for shelf space, promotional displays, and consumer purchases. Pricing, (including price promotions, discounting, couponing, and free
goods), marketing, new product introductions, entry into our distribution networks, and other competitive behavior by our competitors
could adversely affect our sales margins, and profitability.

 Our business operations may be adversely affected
by social, political and economic conditions affecting market risks and the demand for and pricing of our products. These risks include:

 Unfavorable economic conditions and related low consumer confidence,
 high unemployment, weak credit or capital markets, sovereign debt defaults, sequestrations, austerity measures, higher interest rates,
 political instability, higher inflation, deflation, lower returns on pension assets, or lower discount rates for pension obligations;

 Changes in laws, regulations, or policies – especially those
 that affect the production, importation, marketing, sale, or consumption of our beverage alcohol products;

 Tax rate changes (including excise, sales, tariffs, duties, corporate,
 individual income, dividends, capital gains), or changes in related reserves, changes in tax rules or accounting standards, and the
 unpredictability and suddenness with which they can occur;

 Dependence upon the continued growth of brand names;

 Changes in consumer preferences, consumption, or purchase patterns
 – particularly away from tequila, and our ability to anticipate and react to them; bar, restaurant, travel, or other on-premise
 declines;

 Unfavorable consumer reaction to our products, package changes, product
 reformulations, or other product innovation;

 Decline in the social acceptability of beverage alcohol products in
 our markets;

 Production facility or supply chain disruption;

 Imprecision in supply/demand forecasting;

 Higher costs, lower quality, or unavailability of energy, input materials,
 labor, or finished goods;

 Route-to-consumer changes that affect the timing of our sales, temporarily
 disrupt the marketing or sale of our products, or result in higher implementation related or fixed costs;

 Inventory fluctuations in our products by distributors, wholesalers,
 or retailers; Competitors' consolidation or other competitive activities, such as pricing actions (including price reductions,
 promotions, discounting, couponing, or free goods), marketing, category expansion, product introductions, or entry or expansion in
 our geographic markets;

 Insufficient protection of our intellectual property rights;

 Product recalls or other product liability claims; product counterfeiting,
 tampering, or product quality issues;

 Significant legal disputes and proceedings; government investigations
 (particularly of industry or company business, trade or marketing practices);

 Failure or breach of key information technology systems;

 Negative publicity related to our company, brands, marketing, personnel,
 operations, business performance or prospects; and

 Business disruption, decline, or costs related to organizational changes,
 reductions in workforce, or other cost-cutting measures, or our failure to attract or retain key executive or employee talent.

 Uncertainty in the financial markets and other
adverse changes in general economic or political conditions in any of the major countries in which we do business could adversely affect
our industry, business and results of operations.

 Global economic uncertainties,
including foreign currency exchange rates, affect businesses such as ours in a number of ways, making it difficult to accurately forecast
and plan our future business activities. There can be no assurance that economic improvements will occur, or that they would be sustainable,
or that they would enhance conditions in markets relevant to us.

 Our limited operating history makes it difficult
to forecast our future results, making any investment in us highly speculative.

 We have a limited operating history,
and our historical financial and operating information is of limited value in predicting our future operating results. We may not accurately
forecast customer behavior and recognize or respond to emerging trends, changing preferences or competitive factors facing us, and, therefore,
we may fail to make accurate financial forecasts. Our current and future expense levels are based largely on our investment plans and
estimates of future revenue. As a result, we may be unable to adjust our spending in a timely manner to compensate for any unexpected
revenue shortfall, which could then force us to curtail or cease our business operations.

 Risks Related to Our Securities

 An investment in our common stock is speculative
and there can be no assurance of any return on any such investment.

 An investment in our common stock
is speculative and there is no assurance that investors will obtain any return on their investment. Investors will be subject to substantial
risks involved in an investment in the Company, including the risk of losing their entire investment.

 Future sales of common stock, or the perception
of such future sales, by some of our existing stockholders could cause our stock price to decline.

 The market price of our common
stock could decline as a result of sales of a large number of shares of our common stock in the market or the perception that these sales
may occur. These sales, or the possibility that these sales may occur, also might make it more difficult for us to sell shares in the
future at a time and at a price that we deem appropriate.

 From time to time, certain of
our stockholders may be eligible to sell all or some of their common shares by means of ordinary brokerage transactions in the open market
pursuant to Rule 144 promulgated under the Securities Act of 1933, as amended (the "Securities Act"), subject to certain
limitations. In general, pursuant to Rule 144, non-affiliate stockholders may sell freely after six months subject only to the current
public information requirement. Affiliates may sell after six months subject to the Rule 144 volume, manner of sale (for equity securities),
and current public information and notice requirements.

 Our Board of Directors may issue and fix the terms of shares
of our Preferred Stock without stockholder approval, which could adversely affect the voting power of holders of our Common Stock or
any change in control of our Company.

 Our Articles of Incorporation
authorize the issuance of up to 5,000,000 shares of "blank check" preferred stock, with par value $0.001 per share, with
such designation rights and preferences as may be determined from time to time by the Board of Directors. Our Board of Directors is empowered,
without shareholder approval, to issue shares of preferred stock with dividend, liquidation, conversion, voting or other rights which
could adversely affect the voting power or other rights of the holders of our common stock. In the event of such issuances, the preferred
stock could be used, under certain circumstances, as a method of discouraging, delaying or preventing a change in control of our company.
Any such issuance would be subject to terms and conditions of any current offering that may disallow any such issuance.

 Because certain principal stockholders own
a large percentage of our voting stock, other stockholders' voting power may be limited.

 As of December 31, 2023, our
ten (10) largest shareholders own or controlled approximately 21.2% of our outstanding common stock. If those stockholders act together,
they would have the ability to have a substantial influence on matters submitted to our stockholders for approval, including the election
and removal of directors and the approval of any merger, consolidation or sale of all or substantially all of our assets. As a result,
our other stockholders may have little or no influence over matters submitted for shareholder approval. In addition, the ownership of
such stockholders could preclude any unsolicited acquisition of us, and consequently, adversely affect the price of our common stock.
These stockholders may make decisions that are adverse to your interests.

 We do not expect to pay dividends and investors
should not buy our Common Stock expecting to receive dividends.

 We do not anticipate that we
will declare or pay any dividends in the foreseeable future. Consequently, you will only realize an economic gain on your investment
in our common stock if the price appreciates. You should not purchase our common stock expecting to receive cash dividends. Therefore,
our failure to pay dividends may cause you to not see any return on your investment even if we are successful in our business operations.

 There can be no assurances that our common
stock will not be subject to potential delisting if we do not continue to maintain the listing requirements of the NYSE American.

 Since June 11, 2021, our common
stock has been listed on the NYSE American, under the symbol "SBEV". The NYSE American has rules for continued listing,
including, without limitation, minimum market capitalization and other requirements. Failure to maintain our listing (i.e., being de-listed
from the NYSE American), would make it more difficult for shareholders to sell our common stock and more difficult to obtain accurate
price quotations on our common stock. This could have an adverse effect on the price of our common stock. Our ability to issue additional
securities for financing or other purposes, or otherwise to arrange for any financing we may need in the future, may also be materially
and adversely affected if our common stock is not traded on a national securities exchange.

 On October 6, 2023, the NYSE
American notified the Company that we were not in compliance with Section 1003(a)(i) of the continued listing standards set forth in
the NYSE American Company Guide (the "Company Guide"), requiring a listed company to have stockholders' equity of (i)
at least $2.0 million if it has reported losses from continuing operations or net losses in two of its three most recent fiscal years.
The notice had no immediate impact on the listing of our common stock, subject to our compliance with the other continued listing requirements.
In accordance with applicable NYSE American procedures, we submitted a plan of compliance (the "Plan") advising of the definitive
action(s) the Company has taken, is taking, or would take, that would bring us into compliance with the continued listing standards within
the 18 months of receipt of the notice. The NYSE American reviewed and accepted the Plan as a reasonable demonstration of an ability
to conform to the relevant standards in the 18-month period. On December 20, 2023, we received a notification (the "Plan Letter"),
with NYSE American acceptance of the proposed plan and further deficiency notice. In the Plan Letter the NYSE American indicated that
in addition to Section 1003(a)(i), the Company was also not in compliance with Section 1003(a)(ii) of the Company Guide, requiring a
listed company to have stockholders' equity of at least $4.0 million if it has reported losses from continuing operations or net
losses in three of its four most recent fiscal years.

 Our common stock will continue
to be listed and traded on the NYSE American during the 18-month period, subject to the Company's compliance with the other continued
listing standards of the NYSE American and continued periodic review by the NYSE American of the Company's progress with respect
to its Plan. There can be no assurance that the Company will be able to meet its goals set forth in the Plan. If we are unable to satisfy
the NYSE American rules and listing standards, or are unable to make progress on our Plan, our securities could be subject to delisting.

 If the NYSE American were to
delist our securities from trading, we could face significant consequences, including, but not limited to, the follo wing:

 a
 limited availability for market quotations for our securities;

 reduced
 liquidity with respect to our securities;

 a
 determination that our common stock is a "penny stock," which will require brokers
 trading in our common stock to adhere to more stringent rules and possibly result in a reduced
 level of trading activity in the secondary trading market for our common stock;

 limited
 amount of news and analyst coverage; and

 a
 decreased ability to issue additional securities or obtain additional financing in the future.

 Our common stock could be further diluted as
the result of the issuance of additional common stock, convertible securities, warrants or options.

 Our issuance of additional common
stock, convertible securities, options and warrants could affect the rights of our stockholders, result in a reduction in the overall
percentage holdings of our stockholders, could put downward pressure on the market price of our common stock, could result in adjustments
to conversion and exercise prices of outstanding notes and warrants, and could obligate us to issue additional common stock to certain
of our stockholders.

 Item 1B. Unresolved Staff Comments.

None.

 Item 1C. Cybersecurity

 We have established policies and processes for assessing,
identifying, and managing material risk from cybersecurity threats, and have integrated these processes into our overall risk management
systems and processes. We routinely assess material risks from cybersecurity threats, including any potential unauthorized occurrence
on or conducted through our information systems that may result in adverse effects on the confidentiality, integrity, or availability
of our information systems or any information residing therein.

 We conduct periodic risk assessments to identify
cybersecurity threats, as well as assessments in the event of a material change in our business practices that may affect information
systems that are vulnerable to such cybersecurity threats. These risk assessments include identification of reasonably foreseeable internal
and external risks, the likelihood and potential damage that could result from such risks, and the sufficiency of existing policies,
procedures, systems, and safeguards in place to manage such risks.

 Following these risk assessments, we re-design, implement,
and maintain reasonable safeguards to minimize identified risks; reasonably address any identified gaps in existing safeguards; and regularly
monitor the effectiveness of our safeguards. Primary responsibility for assessing, monitoring and managing our cybersecurity risks rests
with the President who reports to our Chief Executive Officer, to manage the risk assessment and mitigation process.

 We engage consultants, or other third parties in
connection with our risk assessment processes. These service providers assist us to design and implement our cybersecurity policies and
procedures, as well as to monitor and test our safeguards. We require each third-party service provider to certify that it has the ability
to implement and maintain appropriate security measures, consistent with all applicable laws, to implement and maintain reasonable security
measures in connection with their work with us, and to promptly report any suspected breach of its security measures that may affect
our company.

 We have not encountered cybersecurity challenges
that have materially impaired our operations or financial standing.

 Governance

 Our board of directors addresses the Company's
cybersecurity risk management as part of its general oversight function. The board of directors' audit committee is responsible
for overseeing Company's cybersecurity risk management processes, including oversight and mitigation of risks from cybersecurity
threats.

 Our cybersecurity risk assessment and management
processes are implemented and maintained by certain Company management, including the information technology team at the direction of
our President. Our executive team including our Chief Executive Officer, and Chief Financial Officer are responsible for hiring appropriate
personnel, helping to integrate cybersecurity risk considerations into the Company's overall risk management strategy, and communicating
key priorities to relevant personnel. This executive team is responsible for approving budgets, helping prepare for cybersecurity incidents,
approving cybersecurity processes, and reviewing security assessments and other security-related reports.

 Our cybersecurity incident response and vulnerability
management policies are designed to escalate certain cybersecurity incidents to members of management depending on the circumstances,
including our Chief Executive Officer, and Chief Financial Officer. In addition, the Company's incident response and vulnerability
management policies include reporting to the audit committee of the board of directors for certain cybersecurity incidents including
significant breaches to the Company's networks or systems. The audit committee receives regular reports from the information technology
team concerning the Company's significant cybersecurity threats and risk and the processes the Company has implemented to address
them. The audit committee also has access to various reports, summaries or presentations related to cybersecurity threats, risk and mitigation.

 Item 2. Properties.

 Splash's physical offices are located at 1500
Cordova Rd; Fort Lauderdale, FL 33316 and 1491 2 nd Street, Sarasota FL 34236 while our business office is located at 1314
East Las Olas Blvd, Suite 221, Fort Lauderdale, FL 33301. Copa's office/manufacturing facility is located at 901 E. 2 nd
Street; The Dalles, OR 97058. Currently, the Company does not own any real property.

 Item 3. Legal Proceedings.

 We are not currently a party to any pending legal
proceedings that we believe will have a material adverse effect on our business or financial conditions. We may, however, be subject
to various claims and legal actions arising in the ordinary course of business from time to time.

 Item 4. Mine Safety Disclosures.

 Not applicable.

 Item 5. Market for Registrant's
Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

 The Company's Common Stock and tradeable
warrants are publicly traded on the NYSE American under the symbol "SBEV" and "SBEV WS".

 Aggregate Number of Holders of Common Stock

 As of March 29, 2024, there were 45,129,687
shares of Common Stock issued and outstanding. As of March 29, 2024, at our transfer agent owners totaled approximately 273 holders
of record of our Common Stock.

 Dividends

 We have not declared any cash dividends on our common
stock since inception and do not anticipate paying such dividends in the foreseeable future. We plan to retain any future earnings for
use in our business operations. Any decisions as to future payment of cash dividends will depend on our earnings and financial position
and such other factors as the Board of Directors deems relevant.

 Securities Authorized for Issuance under Equity
Compensation Plans

 None.

 Equity Compensation Plan Information

 The information required by this item with respect
to securities authorized for issuance under equity compensation plans is set forth in Part III, Item 12 of this Annual Report on Form
10-K, and is incorporated herein by reference.

 Purchases of Equity Securities by the Issuer.

 There were no repurchases of our common stock during
the year ended December 31, 2023.

 Use of Proceeds

 On June 7, 2021, our Registration Statement, as amended,
and originally filed on Form S-1 (File No. 333-255091) was declared effective by the SEC for our initial public offering of 7,500,000
units, including 3,750,000 additional shares of common stock and 3,750,000 warrants to purchase shares of common stock, each at an offering
price of $4.00 per share, for aggregate gross proceeds of approximately $15.0 million. After deducting underwriting discounts and
commissions and other estimated offering expenses incurred by us of approximately $1.2 million, the net proceeds from the offering were
approximately $13.8 million. Kingswood Capital Markets, a division of Benchmark Investments, LLC acted as sole book-running manager and
the representative of the underwriters of the underwritten public offering. No offering costs were paid or are payable, directly, or
indirectly, to our directors or officers, to persons owning 10% or more of any class of our equity securities, or to any of our affiliates.
Our common stock and warrants are traded on Nasdaq under the symbols "SBEV" and "SBEV WS", respectively.

 There has been no material change in the expected
use of the net proceeds from our underwritten public offering as described in our final prospectus filed with the SEC on June 14, 2021.
Upon receipt, the net proceeds from our underwritten public offering were held in cash and cash equivalents. As of December 31, 2023,
we have used approximately all of the net proceeds from the underwritten public offering, primarily on working capital and general corporate
purposes.

 Item 6. {Reserved}

 Item 7. Management's
Discussion and Analysis of Financial Condition and Results of Operations.

 The following discussion and analysis should be
read in conjunction with the Audited Consolidated Financial Statements and Notes to Audited Consolidated Financial Statements filed herewith.
This Management's Discussion and Analysis of Financial Condition and Results of Operations contains statements that are forward-looking.
These statements are based on current expectations and assumptions that are subject to risk, uncertainties, and other factors. These
statements are often identified by the use of words such as "may," "will," "expect," "believe,"
"anticipate," "intend," "could," "estimate," or "continue," and similar expressions
or variations. Actual results could differ materially because of the factors discussed in "Risk Factors" elsewhere in this
Annual Report, and other factors that we may not know.

 Business Overview

 Canfield Medical Supply, Inc. ("CMS")
a company's whose common stock was quoted on the OTCQB entered into an Agreement and Plan of Merger with SBG Acquisition Inc. ("Merger
Sub"), a Nevada Corporation wholly-owned by Canfield, and Splash Beverage Group, II Inc.. a Nevada corporation ("Splash")
pursuant to which Merger Sub merged with and into Splash (the "Merger") with Splash as the surviving company and a wholly-owned
subsidiary of Canfield. The Merger was consummated on March 31, 2020.

 As the owners and management of Splash had voting
and operating control of CMS following the Merger, the Merger transaction was accounted for as a reverse acquisition (that is with Splash
as the acquiring entity), followed by a recapitalization.

 On July 31, 2020, CMS changed its name to Splash
Beverage Group, Inc. ("SBG"). On June 11, 2021, SBG's common stock and warrant to purchase common stock began trading
on the NYSE American under the symbols "SBEV" and SBEV WT," respectively.

 On November 8, 2021, SBG reincorporated into the
State of Nevada and became a Nevada corporation.

 Our principal offices are located at 1314 E. Las Olas Blvd, Suite 221,
Fort Lauderdale, Florida 33301. Our website address is www.splashbeveragegroup.com. We have not incorporated by reference into this Annual
Report on Form 10-K the information that can be assessed through our website and you should not consider it to be part of this Annual
Report on Form 10-K.

 Results of Operations for the Year Ended December
31, 2023, compared to Year Ended December 31, 2022.

 Revenue

 Revenues for the year ended December 31, 2023 were
$18.9 million compared to revenues of $18.1 million for the year ended December 31, 2022. The increase in sales was mainly due to an
increase in our E-commerce segment of $0.4 million and an increase in our Splash Beverage Group segment of $0.3 million.

 Cost of Goods Sold

 Cost of goods sold for the year ended December 31,
2023 were $13.3 million compared to cost of goods sold for the year ended December 31, 2022 of $12.2 million. The $1.1 million increase
in cost of goods sold was due to our increased sales and inflation.

 Operating Expenses

 Operating expenses for the year ended December 31,
2023 were $20.9 million compared to $27.3 million for the year ended December 31, 2022. Non cash-operating expenses related to share
issuance was $1.2 million as of December 31, 2023 compared to $7.4 million in December 31, 2022. The remaining operating expense decrease
of $0.2 million was due to decreases in sales and marketing expense and other general and administrative expenses of $1.0 million, which
were offset by an increase of $0.8 million in salary and wages.

 Other Income/(Expense)

 Other expense for the year ended December 31, 2023
were $5.7 million compared to $0.2 million for the year ended December 31, 2022. The other expense increase of $5.5 million is mainly
driven by an increase in amortization of debt discount of $3.8 million and a $1.9 million increase in interest expense.

 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.
In addition, the Company has an active registration statement on Form S-3 to facilitate raising additional funds.

 As of December 31, 2023, we had total cash of $379,978,
as compared with $4,431,745 at December 31, 2022. The decrease was primarily due to expenses relating to operating the business.

 Net cash used for continuing operating activities
during the year ended December 31, 2023, was $10.2 million as compared to the net cash used by continuing operating activities for the
year ended December 31, 2022, of $14.0 million. The primary reason for the change in net cash used was due to an increase of $3.8 million
in amortization of debt and a decrease of $0.6 million in losses of the business, offset by a decrease of $16.5 million in working capital.
Net cash used for discontinued operating activities during the year ended December 31, 2023, was $0 as compared to $0.03 million for
the year ended December 31, 2022.

 Net cash used for investing activities during the
year ended December 31, 2023, was $0.01 as compared to the net cash used for investing activities during the year ended December 31,
2022, of $0.1 million. The net cash used in the year 2023 was for a capital expenditure for building improvements.

 Net cash provided by financing activities during
the year ended December 31, 2023, was $6.1 million compared to $14.4 million provided from financing activities for the year ended December
31, 2022. During the year ended December 31, 2023, we received $0 from the issuance of common stock compared to $11.4 million during
the year ending December 31, 2022. We received $6.6 million and $4.0 million proceeds from the issuance of debt in years ending December
31, 2023 and 2022, respectively. In the year ending December 31, 2023, $0.2 million was received from a shareholder advance and a $0.4
million shareholder advance was repaid in the year ending December 31, 2022. Principal repayment of debt of $1.0 million and $0.6 million
were made in years ending December 31, 2023 and 2022 respectively. In the year ending December 31, 2023 a cash advance from related party
of $0.4 million was received.

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

 Critical Accounting Estimates

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

 Revenue

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

 Allowance for Doubtful Accounts

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

 Inventory Valuation

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

 Fair Value Measurements

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

 Item 7A. Quantitative and
Qualitative Disclosures about Market Risk.

 Not applicable for smaller reporting companies.

 Item 8. Financial Statements
and Supplementary Data.

 Financial Statements

 Page

 Report of Independent
 Registered Public Accounting Firm (PCAOB ID: 229)

 Report of Independent Registered
 Public Accounting Firm (PCAOB ID: 468)

 Consolidated Balance Sheets December
 31, 2023 and December 31, 2022

 Consolidated Statements of Operations
 For the Years Ended December 31, 2023 and December 31 2022

 Consolidated
 Statements of Changes in Stockholders' Equity For the years ended December 31, 2023 and 2022

 Consolidated Statements of Cash
 Flows For the Year Ended December 30, 2023 and 2022

 Notes to the Consolidated Financial
 Statements

 F- 1

 Report
of Independent Registered Public Accounting Firm

 To the Board of Directors and Stockholders

Fort Lauderdale, Florida

 Opinion on the Financial Statements

 We have audited the accompanying consolidated balance sheet of Splash Beverage
Group, Inc. (the "Company") at December 31, 2022, and the related consolidated statements operations, changes in stockholders'
equity and cash flows for the year ended December 31, 2022, and the related notes (collectively referred to as the financial statements).
In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company at December 31,
2022, and the results of its operations and its cash flows for the year ended December 31, 2022, in conformity with accounting principles
generally accepted in the United States of America.

 Basis for Opinion

 These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We are a public
accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent
with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities
and Exchange Commission and the PCAOB.

 We conducted our audit in accordance with the standards of the PCAOB. Those
standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of
material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of
its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over
financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over
financial reporting. Accordingly, we express no such opinion.

 Our audit included performing procedures to assess the risks of material
misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures
included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included
evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation
of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

 Critical Audit Matters

 The critical audit matter communicated below is a matter arising from the
December 31, 2022 audit of the financial statements that were communicated or required to be communicated to the audit committee and that:
(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective,
or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the financial statements,
taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit
matter or on the accounts or disclosures to which they relate.

 Intangible Assets Impairment Assessments

 As described in Note 2 to the consolidated financial statements, the Company
has intangible assets of approximately $4.9 million at December 31, 2022. In most cases, no directly observable market inputs are available
to measure the fair value to determine if the asset is impaired. Therefore, an estimate is derived indirectly and is based on valuation
techniques utilizing undiscounted and discounted after-tax cash flows and discount rates. The estimates that management used in calculating
the net present values depend on assumptions specific to the nature of the management service activities with regard to the amount and
timing of projected future cashflows; long-term forecasts; actions of competitors (competing services), future tax and discount rates.

 The principal considerations for our determination that performing procedures
relating to the intangible assets impairment assessment is a critical audit matter are the significant judgment by management when developing
the net present value of the intangible assets. This in turn led to a high degree of auditor judgment, subjectivity, and effort in performing
procedures and evaluating management's significant assumptions related to the amount and timing of projected future cash flows and
the discount rate. In addition, the audit effort involved the use of professionals with specialized skill and knowledge.

 Addressing the matter involved performing procedures and evaluating audit
evidence in connection with forming our overall opinion on the consolidated financial statements These procedures included testing management's
process for developing the fair value estimate; evaluating the appropriateness of the net present value techniques; testing the completeness
and accuracy of underlying data used in the model; and evaluating the significant assumptions used by management, including the amount
and timing of projected future cash flows and the discount rate. Evaluating management's assumptions related to the amount and timing
of projected future cash flows and the discount rate involved evaluating whether the assumptions used by management reasonable considering
the current and past performance of the intangible assets, the consistency with external market and industry data, and whether these assumptions
were consistent with evidence obtained in other areas of the audit.

 /s/ Daszkal Bolton LLP

 Daszkal Bolton LLP

 Fort Lauderdale, Florida

 March 31, 2023

 We served as the Company's auditor from 2020 to March 2023.

 F- 2

 Report
of Independent Registered Public Accounting Firm

 To the Board of Directors and Stockholders

 Fort Lauderdale, Florida

 Opinion on the Financial Statements

 We have audited the accompanying consolidated balance
sheet of Splash Beverage Group, Inc. at December 31, 2023, and the related consolidated statements of operations, changes in stockholders'
equity and cash flows for the year ended December 31, 2023, and the related notes (collectively referred to as the financial statements).
In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of
the Company at December 31, 2023, and the results of its operations and its cash flows for the year ended December 31, 2023, in conformity
with accounting principles generally accepted in the United States of America.

 Going Concern Uncertainty

 The accompanying consolidated
financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the consolidated
financial statements, the Company has suffered recurring losses from operations and has an accumulated deficit and a working capital
deficiency that raise substantial doubt about its ability to continue as a going concern. Management's plans regarding these matters
are also described in Note 3. The consolidated financial statements do not include any adjustments that might result from the outcome
of this uncertainty.

 Basis for Opinion

 These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our
audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are
required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and
regulations of the Securities and Exchange Commission and the PCAOB.

 We conducted our audit in accordance with the standards
of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform,
an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal
control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal
control over financial reporting. Accordingly, we express no such opinion.

 Our audit included performing procedures to assess
the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond
to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial
statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as
evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

 Critical Audit Matters

 Critical audit matters are
matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the
audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially
challenging, subjective, or complex judgments. We determined that there are no critical audit matters.

 Rose, Snyder & Jacobs
LLP

 We have served as the Company's
auditor since 2023

 Encino, CA

 F- 3

 Consolidated Balance Sheets

 December 31, 2023 and December 31, 2022

 Assets

 Current assets:

 Cash and cash equivalents

 $
 379,978

 $
 4,431,745

 Accounts Receivable, net

 890,631

 1,812,110

 Prepaid Expenses

 220,320

 348,036

 Inventory

 2,252,469

 3,721,307

 Other receivables

 233,850

 344,376

 Total current assets

 3,977,248

 10,657,574

 Non-current assets:

 Deposit

 49,446

 49,290

 Goodwill

 256,823

 256,823

 Intangibles assets, net

 4,459,309

 4,851,377

 Investment in Salt Tequila USA, LLC

 250,000

 250,000

 Right of use assets

 556,140

 750,042

 Property and equipment, net

 349,802

 489,597

 Total non-current assets

 5,921,520

 6,647,129

 Total assets

 $
 9,898,768

 $
 17,304,703

 Liabilities and Stockholders'
 Equity

 Liabilities:

 Current liabilities

 Accounts payable and accrued expenses

 $
 4,444,286

 $
 3,383,187

 Right of use liability, current portion

 262,860

 268,749

 Related party notes payable

 380,000

 —

 Notes payable, net of discounts

 7,748,518

 1,080,257

 Liability to issue shares

 —

 91,800

 Shareholder advances

 200,000

 —

 Accrued interest payable

 1,714,646

 141,591

 Total current liabilities

 14,750,310

 4,965,584

 Long-term Liabilities:

 Notes payable, net of discounts

 457,656

 2,536,319

 Right of use liability, net of current portion

 296,128

 480,666

 Total long-term liabilities

 753,784

 3,016,985

 Total liabilities

 $
 15,504,094

 $
 7,982,569

 Stockholders' equity:

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

 —

 —

 Common Stock, $ 0.001 par, 300,000,000 shares authorized,
 44,330,099 and 41,085,520 shares issued and outstanding, at December 31, 2023 and December 31, 2022, respectively

 44,330

 41,086

 Additional paid in capital

 127,701,710

 121,632,547

 Accumulated Other Comprehensive Income

 ( 16,583
)

)

 Accumulated deficit

 ( 133,334,783
)

 ( 112,331,027
)

 Total stockholders' equity

 ( 5,605,326
)

 9,322,134

 Total liabilities and stockholders' equity

 $
 9,898,768

 $
 17,304,703

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

 F- 4

 Consolidated Statements of Operations

 For the Years Ended December 31, 2023 and December 31, 2022

 2023

 2022

 Net revenues

 $
 18,850,152

 $
 18,087,486

 Cost of goods sold

 ( 13,281,457
)

 ( 12,168,621
)

 Gross margin

 5,568,695

 5,918,865

 Operating expenses:

 Contracted services

 1,402,572

 1,505,788

 Salary and wages

 5,003,392

 4,179,403

 Non-cash share-based compensation

 1,169,858

 7,409,884

 Other general and administrative

 10,786,011

 11,411,535

 Sales and marketing

 2,493,520

 2,806,888

 Total operating expenses

 20,855,353

 27,313,498

 Loss from continuing operations

 ( 15,286,658
)

 ( 21,394,633
)

 Other income/(expense):

 Other Income/expense

 ( 30,328
)

 —

 Interest income

 2,634

 6,068

 Interest expense

 ( 1,856,777
)

 ( 251,497
)

 Amortization of debt discount

 ( 3,832,628
)

 —

 Total other expense

 ( 5,717,099
)

 ( 245,429
)

 Provision for income taxes

 —

 —

 Net (loss) from continuing operations, net of tax

)

 ( 21,640,062
)

 Net (loss) income from discontinued operations, net of
 tax

 —

 ( 199,154
)

 Gain on discontinued operations

 —

 148,747

 Net income (loss) from discontinued operations, net of
 tax

 —

 ( 50,407
)

 Net loss

 $
)

 $
 ( 21,690,469
)

 Other comprehensive loss

 Foreign currency translation gain (loss)

 3,889

)

 Total comprehensive loss

 ( 20,999,868
)

 ( 21,710,941
)

 Loss per share - continuing operations

 Basic and Diluted

 ( 0.49
)

 ( 0.58
)

 Weighted average number of common shares outstanding - continuing operations

 Basic and Diluted

 42,449,631

 37,389,990

 Income (loss) per share - discontinued operations

 Basic and Diluted

 ( 0.00
)

 ( 0.00
)

 Weighted average number of common shares outstanding - discontinued operations

 Basic and Diluted

 42,449,631

 37,389,990

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

 F- 5

 Consolidated Statements of Changes in Stockholders'
 Equity

 For the Years ended December 31, 2023 and 2022

 Common stock

 Additional Paid-in

 Accumulated Other Comprehensive

 Accumulated

 Total Stockholders' Equity

 Shares

 Amount

 Capital

 Income

 Deficit

 (Deficit)

 Balances at December 31, 2021

 33,596,232

 33,596

 99,480,188

 —

 ( 90,640,557
)

 8,873,227

 Issuance of common stock on convertible instruments

 377,796

 1,514,533

 —

 —

 1,514,911

 Issuance of warrants for services

 —

 —

 3,849,144

 —

 3,849,144

 Issuance of warrants on convertible instruments

 —

 —

 1,898,265

 —

 —

 1,898,265

 Issuance of common stock for services

 2,215,363

 2,215

 3,466,722

 —

 —

 3,468,937

 Issuance of common stock and warrants for cash

 4,896,129

 4,896

 11,423,695

 —

 11,428,591

 Accumulated Comprehensive Income - Translation

 —

 —

 —

)

 —

)

 Net loss

 —

 ( 21,690,469
)

 ( 21,690,469
)

 Balances at December 31, 2022

 41,085,520

 41,086

 121,632,547

)

 ( 112,331,026
)

 9,322,134

 Note discount created from issuance of common stock and
 warrants on convertible instruments

 2,275,000

 2,275

 4,585,975

 —

 —

 4,588,250

 Share based compensation

 —

 —

 840,817

 —

 —

 840,817

 Conversion of notes payable to common stock

 452,914

 229,891

 —

 —

 230,344

 Issuance of common stock for services

 516,665

 412,481

 —

 —

 412,997

 Accumulated Comprehensive Income - Translation

 —

 —

 —

 3,889

 —

 3,889

 Net loss

 —

 —

 —

 —

)

)

 Balances at December 31, 2023

 44,330,099

 44,330

 127,701,710

 ( 16,583
)

 ( 133,334,783
)

 ( 5,605,326
)

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

 F- 6

 Consolidated Statements
 Cash Flows

 For the Year Ended December 30, 2023 and 2022

 2023

 2022

 Net loss

 $
)

 $
 ( 21,690,469
)

 Adjustments to reconcile net loss to net cash used in
 operating activities:

 Depreciation and amortization

 545,977

 936,020

 ROU assets, net

 3,474

 4,093

 Amortization of debt discount

 3,832,628

 —

 Gain from sale of discontinued operation

 —

 84,375

 Non-cash share based compensation

 1,169,858

 7,318,081

 Changes in working capital items:

 Accounts receivable, net

 921,479

 ( 697,658
)

 Inventory, net

 1,468,838

 ( 1,797,828
)

 Prepaid expenses and other current assets

 238,241

 ( 43,294
)

 Deposits

 ( 157
)

 281,596

 Accounts payable and accrued expenses

 1,061,101

 1,594,300

 Accrued Interest payable

 1,573,055

 ( 29,861
)

 Net cash used in operating activities - continuing operations

 ( 10,189,263
)

 ( 14,040,644
)

 Net cash used in operating activities - discontinued

 —

 ( 32,774
)

 Cash Flows from Investing Activities:

 Capital Expenditures

 ( 14,113
)

 ( 102,698
)

 Net cash used in investing activities -– continuing

 ( 14,113
)

 ( 102,698
)

 Net cash used in investing activities - discontinued

 —

 —

 Cash Flows from Financing Activities:

 Proceeds from issuance of Common stock

 —

 11,428,591

 Cash advance (repayment) from shareholder

 200,000

 ( 390,500
)

 Related party cash advance

 380,000

 —

 Proceeds from issuance of debt

 6,610,681

 4,045,420

 Principal repayment of debt

 ( 1,042,961
)

 ( 636,560
)

 Net cash provided by financing activities - continuing

 6,147,720

 14,446,951

 Net cash provided by financing activities - discontinued

 —

 —

 Net cash effect of exchange rate changes on cash

 3,889

)

 Net Change in Cash and Cash Equivalents

 ( 4,051,767
)

 250,362

 Cash and Cash Equivalents, beginning of year

 4,431,745

 4,181,383

 Cash and Cash Equivalents, end of year

 $
 379,978

 $
 4,431,745

 Supplemental
 Disclosure of Cash Flow Information:

 Cash paid for Interest

 $
 243,087

 $
 204,594

 Supplemental
 Disclosure of Non-Cash Investing and Financing Activities

 Convertible notes payable and accrued interest converted
 to common stock (377,796 shares)

 $
 —

 $
 1,514,911

 Convertible notes payable and accrued interest converted
 to common stock (452,914 shares)

 $
 230,000

 $
 —

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

 F- 7

 Notes to the Consolidated Financial
Statements

 Note 1 – Business Organization and Nature of Operations

 Splash Beverage Group ("SBG" or "Splash"),
formally Canfield Medical Supply, Inc. ("CMS") was incorporated in the State of Ohio on September 3, 1992, and changed
domicile to Colorado on April 18, 2012. CMS was in the business of home health services, primarily the selling of durable medical equipment
and medical supplies to the public, nursing homes, hospitals and other end users.

 On December 31, 2019, CMS entered into an Agreement
and Plan of Merger (the "Merger Agreement") with SBG Acquisition Inc. ("Merger Sub"), a Nevada Corporation wholly
owned by CMS, and Splash Beverage Group, Inc. a Nevada corporation ("Splash") pursuant to which Merger Sub merged with and
into Splash (the "Merger") with Splash as the surviving company and a wholly-owned subsidiary of CMS. The Merger was consummated
on March 31, 2020.

 As the owners and management of Splash have voting
and operating control of CMS following the Merger, the Merger transaction was accounted for as a reverse acquisition (that is with Splash
as the acquiring entity), followed by a recapitalization.

 As part of the recapitalization, previously issued
shares of SBG preferred stock have been reflected as shares of common stock that were received in the Merger. These common shares have
been retrospectively presented as outstanding for all periods.

 Splash specializes in the manufacturing process,
distribution, and sales & marketing of various beverages across multiple channels. Splash operates in both the non-alcoholic and
alcoholic beverage segments. Additionally, Splash operates its own vertically integrated B-to-B and B-to-C E-commerce distribution platform
called Qplash, further expanding its distribution abilities and visibility.

 In July 2020 the Company filed a Certificate of Amendment
of Articles of Incorporation of CMS with the Secretary of State of the State of Colorado, pursuant to which the Company changed its name
from CMS. to Splash Beverage Group, Inc. On July 31, 2020, we received approval from FINRA to change the Company's name from CMS
to Splash Beverage Group, Inc. Our new ticker symbol is SBEV.

 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 up listing 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 to
reflect the split.

Policies

 Basis of Presentation and Consolidation

 These consolidated financial statements include the
accounts of Splash and its wholly owned subsidiaries, Holdings and Splash Mex, CMS (as discontinued operations), and CdV. All intercompany
balances have been eliminated in consolidation.

 F- 8

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

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

 Certain reclassifications have been made to the prior
period financial statements to conform to the current period classifications. These reclassifications had no impact on net loss.

 Use of Estimates

 The preparation of consolidated financial statements
in conformity with GAAP requires our management to make estimates and assumptions that affect the reported amounts of assets and liabilities
and disclosures of contingent assets and liabilities at the date of the 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 December 31, 2023 or December 31, 2022.

 Our cash in bank deposit accounts, at times, may
exceed federally insured limits of $ 250,000. At December 31, 2023, the Company's cash on deposit with financial institutions, at
times, had not exceed federally insured limits of $250,000. The Company had approximately $ 3.8 million over the federally insured limits
in 2022. Our cash in uninsured foreign bank accounts was $ 0 and $ 1,941 at December 31, 2023 and December 31, 2022, respectively.

 Accounts Receivable and Allowance for Doubtful
Accounts

 Accounts receivables are carried at their estimated
collectible 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 December 31, 2023 and December 31, 2022, our accounts receivable amounts are reflected net of allowances
of $ 183,089 and $ 13,683, 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 December 31, 2023 and December 31, 2022 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 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 $ 290,524 and $ 66,146 at December 31, 2023 and December 31, 2022, 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 - 20 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.

 F- 9

 Depreciation expense totaled $ 153,908 and $ 182,886
for the years ended December 31, 2023 and 2022 respectively. Property and equipment consisted of the following:

 Schedule of property and equipment

 2023

 2022

 Auto

 45,420

 45,420

 Machinery & equipment

 1,160,578

 1,108,870

 Buildings & Tanks

 233,323

 282,988

 Leasehold improvements

 723,638

 713,068

 Computer Software

 5,979

 —

 Office furniture & equipment

 9,157

 13,636

 Total cost

 2,178,095

 2,163,983

 Accumulated depreciation

 ( 1,828,293

)

 ( 1,674,385

)

 Property, plant & equipment, net

 349,802

 489,597

 Excise taxes

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

 Fair Value of Financial Instruments

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

 Level 1 -

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

 Level 2 -

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

 Level 3 -

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

 The liabilities and indebtedness presented on the
consolidated financial statements approximate fair values at December 31, 2023 and December 31, 2022, consistent with recent negotiations
of notes payable and due to the short duration of maturities.

 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.

 F- 10

 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 products,
and warehousing expense after manufacture are accounted for in Other General and Administrative cost.

 Cost of Goods Sold

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

 Other General and Administrative Expenses

 Other General and Administrative expenses include
Amazon selling fees, royalty cost for selling TapouT, cost of transportation from production site to other 3 rd party warehouses
or customers, insurance cost, consulting cost, legal and audit fees, investor relations expenses, travel & entertainment expenses,
occupancy cost and other cost.

 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 option vesting period. We use the Black-Scholes option pricing model to determine the fair value of stock options. 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.

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

 F- 11

 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 December 31, 2023 and December 31, 2022. See not 13.

 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 excludes
anti-dilutive common stock equivalents, including warrants to purchase shares of common stock and warrants granted by our Board that
have not been exercised totaling 74,007,680.

 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 $ 1,721,547
and $ 732,618 for the years ended December 30, 2023 and 2022, respectively.

 Goodwill and other intangibles

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

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

 Schedule of identifiable intangible assets

 Gross

 Amount

 Accumulated

 Amortization

 Amortization

 Period

 Finite:

 (in years)

 Brands

 $
 4,459,000

 $
 891,803

 Customer Relationships

 957,000

 191,400

 License

 360,000

 233,488

 Total Intangible Assets

 $
 5,776,000

 $
 1,316,691

 F- 12

 At the time of acquisition, the Company estimates
the fair value of the acquired identifiable intangible assets based upon the facts and circumstances related to the particular intangible
asset. Inherent in such estimates are judgments and estimates of future revenue, profitability, cash flows and appropriate discount rates
for any present value calculations. The Company preliminarily estimates the value of the acquired identifiable intangible assets and
then finalizes the estimated fair values during the purchase allocation period, which does not extend beyond 12 months from the date
of acquisition. The Company's amortization expense for acquired identifiable intangible assets with finite useful lives was $ 392,068
for fiscal years 2023 and 2022. Estimated amortization expense for acquired identifiable intangible assets for fiscal year 2024 and the
succeeding years is as follows:

 Schedule of future intangible asset amortization expense useful lives

 Future Intangible Asset

 Amortization Expense

 Fiscal Year:

 2024

 $
 392,068

 2025

 392,068

 2026

 392,068

 2027

 392,068

 2028

 363,580

 Thereafter

 2,527,457

 Total

 $
 4,459,309

 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.

 Foreign Currency Gain/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.
Gain or losses from these translation adjustments are included in the consolidated statement of operations and other comprehensive (loss)
income 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 Other Comprehensive
Losses. The Company incurred a foreign currency translation net gain during the year ended December 31, 2023 of $ 3,889 and a foreign
currency translation net loss during the year ended December 31, 2022 of $ 20,472.

 Recent Accounting Pronouncements

 Adoption of FASB ASU 2020-06

 In August 2020, the Financial Accounting Standards
Board (FASB) issued ASU No. 2020-06, "Accounting for Convertible Instruments and Contracts in an Entity's Own Equity."
ASU 2020-06 simplifies the accounting for convertible instruments and contracts by removing certain models that were previously required
to be applied. The amendments are effective for the fiscal years beginning after December 15, 2023, with early adoption permitted. The
Company is currently evaluating the impact this update will have on its consolidated financial Statements.

 F- 13

 Note 3 – Liquidity, Capital Resources
and Going Concern Considerations

 During 2023, the Company received $ 6.6 million from
the issuance of debt. This event served to mitigate the conditions that previously raised substantial doubt about the Company's
ability to continue as a going concern.

 The Company's consolidated financial statements
have been prepared on the basis of US GAAP for a going concern, on the premise that the Company is able to meet its obligations as they
come due in the normal course of business. The Company sustained a net loss of approximately $ 21.0 million and negative cash flows from
operating activities of approximately $ 10.2 million for the year ended December 31, 2023. To date the Company has generated cash flows
from issuances of equity and indebtedness.

 The accompanying financial statements have been prepared
assuming that the Company will continue as a going concern. As of March 29, 2024, the Company has incurred significant losses from operations
and has experienced negative cash flows from operating activities. Additionally, the Company's current liabilities exceed its current
assets, and it has a working capital deficit.

 Management's plans in regard to these matters
include actions to sustain the Company's operations, such as seeking additional funding to meet its obligations and implement its
business plan. However, there is no assurance that the Company will be successful in implementing its plans or in raising additional
funds. These conditions raise substantial doubt about the Company's ability to continue as a going concern.

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

 F- 14

 Note 4 – Notes Payable, Related Party
Notes Payable, and Revenue Financing Arrangements

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

 Schedule of notes payable

 Interest Rate

 Notes
 Payable

 In March 2014, the Company entered into a
 short-term loan agreement with an entity in the amount of $ 200,000. The note included warrants for 272,584 shares of common stock
 at $ 0.94 per share. The warrants expired unexercised on February 28, 2017. The loan and interest was paid off in February 2023

 %

 —

 200,000

 In December 2020, the Company entered into a 56- month
 loan with a company in the amount of $ 1,578,237. The loan requires payments of 3.75 % through November 2022 and 4.00 % through September
 2025 of the previous month's revenue. Note is due September 2025. Note is guaranteed by a related party see note 6.

 %

 371,693

 1,044,445

 In April 2021, the Company entered into various six-month
 loans with individuals totaling in the amount of $ 168,000. The loans had an original maturity of October 2021 with principal and
 interest due at maturity with conversion price of $ 3.30 per share. The loans were extended to March 31, 2024.

 %

 168,000

 168,000

 In May 2021, the Company entered into various six-month
 loans with individuals totaling in the amount of $ 60,000. The loans had an original maturity of October 2021 with principal and interest
 due at maturity with conversion price of $ 3.30 per share. The loans were extended to March 31, 2024.

 %

 60,000

 60,000

 In August 2022, we entered into a 56-months auto loan
 in the amount of $ 45,420.

 2.35
 %

 32,996

 42,396

 In December 2022, the Company entered into various eighteen-month
 loans with individuals totaling in the amount of $ 4,000,000. The notes included 100 % warrant coverage. The loans mature in June 2024
 with principal and interest due at maturity with conversion price of $ 1.00 per share.

 %

 4,000,000

 4,000,000

 In February 2023, the Company entered into a twelve-month
 loan with an entity in the amount of $ 2,000,000. The convertible note included the issuance of 1,500,000 shares of common stock.
 The loan matures in February 2024 with conversion price of $ 0.85 per share and is non-interest bearing

 —
 %

 1,769,656

 —

 In May 2023, the Company entered into various eighteen-month
 loans with individuals totaling in the amount of $ 800,000. The notes included 50 % warrant coverage. The loans mature in November
 2024 with principal and interest due at maturity with conversion price of $ 1.00 per share.

 %

 800,000

 —

 In June 2023, the Company entered into various
 eighteen-month loans with individuals totaling in the amount of $ 350,000. The notes included 50 % warrant coverage. The loans mature
 in December 2024 with principal and interest due at maturity with conversion price of $ 1.00 per share.

 %

 350,000

 —

 In July 2023, the Company entered into a twelve-month
 loan with an individual in the amount of $ 750,000. The note included 50 % warrant coverage. The loan matures in July 2024 with principal
 and interest due at maturity with conversion price of $ 1.00 per share.

 %

 750,000

 —

 In July 2023, the Company entered into a twelve-month
 loan with an individual in the amount of $ 100,000. The note included 50 % warrant coverage. The loan matures in January 2025 with
 principal and interest due at maturity with conversion price of $ 1.00 per share.

 %

 100,000

 —

 In August 2023, the Company entered into a twelve-month
 loan with an individual in the amount of $ 300,000. The convertible note included the issuance of 150,000 shares of common stocks.
 The loan matures in August 2024 with principal and interest due at maturity with conversion price of $ 0.85 per share and is non-interest
 bearing.

 —

 300,000

 —

 In October 2023, the Company entered into a three-month
 loan with an individual in the amount of $ 500,000. The loan matures in January 2024 with principal and interest due at maturity.
 The loan was extended to March 2024.

 %

 500,000

 —

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

 —

 91,785

 —

 In October 2023, the Company entered into a loan with
 an individual in the amount of $ 130,000. The loan requires payment of 17 % of daily Shopify sales.

 —

 88,431

 —

 In October 2023, the Company entered into a eighteen-month
 loan with individuals totaling in the amount of $ 1,250,000. The note included 100 % warrant coverage. The loan matures in April 2025
 with principal and interest due at maturity with conversion price of $ 1.00 per share

 %

 1,250,000

 —

 In December 2023, we entered into a 2.5-month loan with
 an individual in the amount of $ 450,000. The loan had a maturity of March 2024 with principal and interest due at maturity.

 %

 450,000

 —

 Total notes payable

 $
 11,082,561

 $
 5,514,841

 Less notes discount

 ( 2,876,387
)

 ( 1,898,265
)

 Less current portion

 ( 7,748,518
)

 ( 1,080,257
)

 Long-term notes payable

 $
 457,656

 $
 2,536,319

 F- 15

 Note 4 – Notes Payable, Shareholder Notes Payable, and Revenue
Financing Arrangements, continued

 Interest expense on notes payable was $ 1,836,377
and $ 246,090 for the years ended December 31, 2023 and 2022, respectively. Accrued interest was $ 1,714,646 and $ 141,591 at December 31,
2023 and December 31, 2022, respectively. The Company's effective interest
rate was 60.17 % for the year ended December 31, 2023.

 As of December 31, 2023, the Company's convertible
note balances are convertible into 11,127,500 shares of common stock.

 Notes discount of $ 2,876,387 and $ 1,898,265 for the
year ending December 31, 2023 and 2022 respectively is related to the discounted warrants and common shares issued in connection with
the notes.

 Schedule of notes payable

 Interest Rate

 December
 31, 2023

 December
 31, 2022

 Shareholder
 Notes Payable

 In February 2023, we entered into a loan with an individual
 in the amount of $ 200,000. The annual interest rate is 12 %

 12 %

 200,000

 —

 Less current portion

 ( 200,000
)

 —

 Long-term notes payable

 $
 —

 $
 —

 Interest expense on related party notes payable was
$ 20,400 and $ 5,407 for the years ended December 31, 2023 and 2022, respectively.

 Note 5 – 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 (i) energy drinks, (ii) energy bars,
(iii) coconut water, (iv) electrolyte gum/chews, (v) energy shakes, (vi) powdered drink mix, (viii) water (including enhanced water),
(vii) energy shots, (viii) teas, and (ix) sports drinks sold in the North America (including US Territories and Military Bases), United
Kingdom, Brazil, South Africa, Australia, Scandinavia, Peru, Colombia, Chile and Guatemala. Under the terms of the agreement, we are
required to pay a 6% royalty on net sales, as defined. In 2023 and 2022, we are required to make monthly payments of $ 55,000 and $ 54,450,
respectively.

 There were no unpaid royalties at December 31, 2023
and 2022. We paid the guaranteed minimum royalty payments of $ 660,000 and $ 653,400 for the years ended December 31, 2023 and 2022, which
is included in general and administrative expenses.

 In connection with the Copa Asset Purchase Agreement,
we acquired the license to certain patents from 1/4 Vin SARL ("1/4 Vin") On February 16, 2018, the Copa DI Vino
 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 the Company's manufacturing process. In exchange for notes
payable, 1/4 Vin granted the Company a nonexclusive, royalty-bearing, non-assignable, nontransferable, terminable license which would
continue until the subject equipment is no longer in service or the patents expire. Amortization is approximately $31,000 annually until
the license agreement is fully amortized. The asset is being amortized over a 10 -year useful life.

 Note 6 – Stockholders' Equity

 Common Stock

 During the twelve-months ended December 31, 2022,
we issued 4,596,129 shares of common stock as part of the public offerings, 1,834,404 shares in exchange for services, 380,959 shares
in connection with the purchase of Copa DI Vino, 377,796 shares on conversion of convertible instruments, and 300,000
shares for cash.

 F- 16

 Note 6 – Stockholders' Equity,
continued

 Private Placement Memorandum (PPM)

 In July 2022, we issued 100,000 shares of common
stock of the Company, at a purchase price of $ 1.10 per share. In December 2022, we issued 200,000 shares of common stock of the Company,
at a purchase price of $ 1.00 per share this placement included 100 % warrant coverage.

 In December 2022, we issued Convertible Notes for
 4,000,000 shares at $ 1.00 per share with warrants to purchase 4,000,000 shares of common stock at $ 0.25 per share.

 Stock Plans

 A summary of the Company's stock option plan
and changes during the year ended is as follows:

 Schedule of stock option plan

 Plan
 Category

 No. of Shares to be Issued Upon Exercise
 or Vesting of Outstanding Stock Options

 Weighted Average Exercise Price of
 Outstanding Stock Options

 Number of Securities Remaining Available
 for Future Issuance Under Equity Compensation Plans (Excluding Securities

 Equity compensation plan approved by board
 of directors

 1.13

 2,846,068

 Total

 1.13

 2,846,068

 In 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 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 of Directors. At January 1, 2023 and 2022, the number
of shares issuable under the 2020 plan increased by 2,054,276 and 1,679,812 shares, respectively.

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

 At December 31, 2023 the number of shares authorized
under the 2020 plan is 2,846,068.

 F- 17

 Note 6 – Stockholders' Equity, continued

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

 Schedule of stock option activity

 Options

 Number of Options

 Weighted Average Exercise Price

 Number of Options

 Weighted Average Exercise Price

 Balance - January
 1, 2023*

 1,151,000

 $
 1.12

 1,065,000

 2.60

 Granted

 3,441,008

 1.13

 146,000

 $
 2.31

 Exercises

 —

 —

 —

 —

 Cancelled

 333,000

 1.18

 60,000

 2.60

 Balance – December
 31, 2023

 $
 1.13

 1,151,000

 $
 2.56

 Exercisable –

 3,910,787

 $
 1.12

 732,746

 $
 2.58

 *

 These prices are reflective of the price modification made on April 24, 2023.

 In May 2022, we granted 146,000 options to purchase
common stock to employees and consultants, these options vest between one and four years and were valued at $ 336,926 on the grant date.
.

 In the three months ending June 30, 2023, the Company
granted 3,376,008 options to employees and directors at weighted average strike price of $ 1.13, weighted average expected life of 6.0
years, weighted average volatility of 264.3 %, weighted average risk-free rate of 3.6 % and no dividend. On April 24, 2023, the Company
modified the price of 4,134,008 options to $ 1.12 from a weighted average price of $ 2.56. The options have a weighted average expected
life of 6.3 years, weighted average volatility of 266.7 %, weighted average risk-free rate of 3.6 % and no dividend. Following ASC Topic
718 the Company recognized an incremental expense from the modification of the option pricing resulting in an expense of $ 7,348 that
was reflected in the quarter.

 The Company determined the grant date fair value
of the options granted using the Black Scholes Method using the following assumptions:

 Schedule of stock option assumption

 Risk-free interest rates

 0.84
 %

 0.84
 %

 Exercise price

 $
 1.08 – 1.36

 $
 2.60

 Expected life

 5 years

 5 years

 Expected volatility

 160.0
 %

 160.0
 %

 Expected dividends

 —

 —

 During the year ended December 31, 2023, the fair
value of options granted amounted to $ 1,060,602. As of December 31, 2023, the intrinsic value of stock options outstanding and exercisable
was $ 0. Stock compensation expense for the years ended December 31, 2023 and 2022 was $ 840,817 and $ 1,146,965, respectively.

 F- 18

 Note 6 – Stockholders' Equity, continued

 At December 31, 2023, there was approximately $ 300,000
of unrecognized compensation costs related to stock options which will be recognized over the weighted average remaining years of 0.84.

 The following is a summary of the Company's Warrant activity

 Schedule of warrant activity

 Warrants

 Number of Warrants

 Weighted Average Exercise Price

 Number of Warrants

 Weighted Average Exercise Price

 Balance – beginning of the year

 14,343,896

 $
 1.85

 10,143,896

 $
 2.51

 Granted

 2,250,000

 0.58

 4,200,000

 0.25

 Exercises

 68,146

 2.19

 —

 —

 Cancelled

 2,345,677

 2.32

 —

 —

 Balance - end of the year

 14,180,073

 $
 1.56

 14,343,896

 $
 1.85

 The fair value of warrants recognized in the period
has been estimated using the Black-Scholes option pricing model with the following assumptions.

 Schedule of assumptions used in Black-Scholes option pricing model

 Risk-free interest rates

 3.84
 %

 3.99
 %

 Exercise price

 $
 0.55

 $
 0.96

 Expected life

 5 years

 5 years

 Expected volatility

 228.3
 %

 228.3
 %

 Expected dividends

 —

 —

 Note 7 – Related Parties

 During the normal course of business, we incurred
expenses related to services provided by our CEO or Company expenses paid by our 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 Loan and Security Agreement provided for a revenue-based credit facility of $ 1,578,237 (the "Gross
Amount") with the Lender (the "Credit Facility"). There was $ 371,693 outstanding and $ 989,702 accrued interest under
this agreement as of December 31, 2023. Additionally, the Company is subject to $ 757,554 of penalties associated with this agreement
as of December 31, 2023. The lender has agreed to waive the penalties in the event the Company repays the loan obligation in full prior
to maturity. The Company intends to pay off the obligation prior to maturity.

 On September 29, 2023, the Company also entered into
a Purchase and Sales Future Receivables 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 Knightsbridge Funding LLC (the "Lender"). The Loan and Security Agreement provided a loan
of $ 165,000, with the gross and interest amount of $ 241,725 with the Lender (the "Credit Facility"). There was $ 99,185 outstanding
under this agreement as of December 31, 2023.

 There were related party advances from our chief
executive officer in the amount of $ 0.4 million outstanding as of December 31, 2023 and a shareholder note payable outstanding in the
amount of $ 200,000 as of December 31, 2023.

 F- 19

 Note 8 – Investment in Salt Tequila USA,
LLC

 The Company has a marketing and distribution agreement
with SALT in Mexico for the manufacturing of our Tequila product line.

 The Company has a 22.5 % percentage interest in SALT
Tequila USA, LLC ("SALT"), and has the right to increase its ownership to 37.5 %. This investment is accounted for at cost.

 Note 9 – Lease

 We have various operating lease agreements primarily
related to real estate and office space. Our real estate leases represent a majority of our lease liability. Our lease payments are mainly
fixed. Any variable lease payments, including utilities and common area maintenance are expensed during the period incurred. Variable
lease costs were immaterial for the years ended December 31, 2023 and 2022. A majority of our real estate leases include options to extend
the lease. We review all options to extend at the inception of the lease and account for these options when they are reasonably certain
of being exercised.

 Operating lease expense is recognized on a straight-line
basis over the lease term and is included in operating expense on our consolidated statement of operations. Operating lease cost was
$ 363,890 and $ 315,980 during the years ended December 31, 2023 and 2022, respectively.

 The following table sets for the maturities of our
operating lease liabilities and reconciles the respective undiscounted payments to the operating lease liabilities in the consolidated
balance sheet at December 31, 2023:

 Schedule
 of operating lease liabilities

 Undiscounted
 Future Minimum Lease Payments

 Operating Lease

 2024

 $
 286,168

 2025

 287,193

 2026

 17,857

 Total

 591,218

 Amount representing imputed interest

 ( 32,230
)

 Total operating lease liability

 558,988

 Current portion of operating lease liability

 ( 262,860
)

 Operating lease liability, non-current

 $
 296,128

 The table below presents information for lease costs
related to our operating leases at December 31, 2023:

 Schedule of lease costs

 Operating lease cost:

 Amortization of leased assets

 $
 330,728

 Interest of lease liabilities

 33,162

 Total operating lease cost

 $
 363,890

 The table below presents lease- related terms and
discount rates at December 31, 2023:

 Schedule of lease- related terms and
discount rates

 Remaining term on leases

 30 months

 Incremented borrowing rate

 5.0
 %

 F- 20

 Note 10 – Segment Reporting

 We have two reportable operating segments: (1) the
manufacture and distribution of non-alcoholic and alcoholic beverages, and (2) the retail sale of beverages and groceries online. These
operating segments are managed separately and each segment's major customers have different characteristics. Segment Reporting
is evaluated by our chief operating decision maker, which continues to be our chief executive officer.

 Schedule
 of segment reporting information

 Revenue

 For the Year Ended, December 31,

 2023

 For the Year Ended, December 31,

 2022

 Splash Beverage Group

 $
 5,072,479

 $
 4,759,586

 E-Commerce

 13,777,673

 13,327,900

 Total Revenues continuing operations

 $
 18,850,152

 $
 18,087,486

 Total Revenues discontinuing operations

 $
 —

 $
 385,174

 Contribution
 after Marketing expenses

 2023

 2022

 Splash Beverage Group

 $
 ( 1,749,163
)

 $
 ( 2,202,790
)

 E-Commerce

 4,824,338

 5,314,767

 Total Contribution after Marketing expenses continuing

 3,075,175

 3,111,977

 Contracted services

 1,402,572

 1,505,788

 Salary and wages

 5,003,392

 4,179,403

 Non-cash share-based compensation

 1,169,858

 7,409,884

 Other general and administrative

 10,786,011

 11,411,535

 Loss from continuing operations

 $
 ( 15,286,658
)

 $
 ( 21,394,633
)

 Total
 Assets

 Splash Beverage Group

 $
 9,188,213

 $
 14,723,553

 E-Commerce

 710,555

 2,581,150

 Total Assets

 $
 9,898,768

 $
 17,304,703

 Splash Beverage Group revenue increased for the year
ending December 31, 2023 versus December 31, 2022 by $0.3 million or 7% with the main contribution from the increase in revenue coming
from TapouT and Pulpoloco. The contribution after marketing expenses increased by $0.04 million for the year ending December 31, 2023
versus December 31, 2022 due to increased sales partially offset by cost increases.

 E-Commerce revenue increased for the year ending
December 31, 2023 versus December 31, 2022 by $0.4 million driven by expanded territory coverage, new products being sold and increased
cart size when customers checking out. Contribution after Marketing expenses declined by $0.4 million due to increase by cost.

 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.

 F- 21

 Note 12 – Registration Statement

 Underwriting Agreement

 On June 10, 2021, we entered into an underwriting
agreement ("Underwriting Agreement") relating to an underwritten public offering (the "Offering") of common stock,
(the "Common Stock") and warrants to purchase one share of Common Stock (the "Warrants"). Pursuant to the Offering,
we sold 3,750,000 shares of Common Stock and 4,312,500 Warrants, which include 562,500 Warrants sold upon the partial exercise of the
Underwriters' over-allotment, for total gross proceeds of approximately $15 million. After deducting the underwriting commissions,
discounts, and offering expenses, we received net proceeds of approximately $13.2 million.

 On February 17, 2022, we entered into an underwriting
agreement ("Underwriting Agreement") relating to an underwritten public offering (the "Offering") of common stock,
(the "Common Stock") to purchase one share of Common Stock. Pursuant to the Offering, we sold 2,300,000 shares of Common
Stock for total gross proceeds of approximately $9.2 million. After deducting the underwriting commissions, discounts, and offering expenses
payable by we, we received net proceeds of approximately $7.9 million.

 On September 22, 2022, we entered into an underwriting
agreement ("Underwriting Agreement") relating to an underwritten public offering (the "Offering") of common stock,
(the "Common Stock") to purchase one share of Common Stock. Pursuant to the Offering, we sold 2,296,129 shares of Common
Stock for total gross proceeds of approximately $ 3.6 million. After deducting the underwriting commissions, discounts, and offering expenses,
we received net proceeds of approximately $ 3.1 million.

 Representative's Warrants

 On June 15, 2021, pursuant to the Underwriting Agreement,
the Company issued Representative's Warrants to purchase up to an aggregate of 150,000 shares of Common Stock. The Representative's
Warrants may be exercised beginning on December 10, 2021 until June 10, 2026. The initial exercise price of each Representative Warrant
is $ 4.60 per share, which represents 115% of the Offering Price.

 Note 13 – Tax Provision

 The Company has evaluated the positive and negative
evidence in assessing the realizability of its deferred tax assets. This assessment included the evaluation of scheduled reversals of
deferred tax liabilities, estimates of projected future taxable income and tax planning strategies to determine which deferred tax assets
are more likely than not to be realized in the future. Due to uncertainty about the Company's ability to utilize its deferred tax
assets, the Company has recorded a full valuation allowance against its deferred tax assets.

 At December 31, 2023, the Company's net operating
loss carryforward for Federal income tax purposes was $ 108,922,763, which will be available to offset future taxable income. If not used,
these carry forwards will begin to expire in 2032, except for the net operating losses generated January 1, 2018 and after, which amounted
to $ 90,921,071, which can be carried forward indefinitely.

 There was no income tax expense or benefit for the
years ended December 31, 2023 and 2022 due to the full valuation allowance recorded.

 F- 22

 Note 13 – Tax Provision, continued

 The reconciliation of the income tax benefit is computed
at the U.S. federal statutory rate as follows:

 Schedule of effective
 income tax rate reconciliation

 2023

 2022

 Federal Statutory Tax Rate

 21.00
 %

 21.00
 %

 Permanent Differences

 ( 0.89
)%

 ( 3.80
)%

 Change in Valuation Allowance

 ( 20.11
)%

 ( 17.20
)%

 Net deferred tax asset

 —

 —

 The tax effects of temporary differences which give
rise to the significant portions of deferred tax assets or liabilities at December 31 are as follows:

 Schedule of deferred
 tax assets or liabilities

 2023

 2022

 Deferred Tax Assets:

 Net Operating Losses

 $
 27,606,474

 $
 22,758,336

 Deferred Rent

 —

 Accrued Interest/Interest Expense Limitation

 1,518,618

 1,263,639

 Total deferred tax assets

 29,125,092

 24,022,355

 Deferred Tax Liabilities:

 Depreciation

 ( 120,502
)

 ( 93,476
)

 Total deferred tax liabilities

 ( 120,502
)

 ( 93,476
)

 Less: Valuation allowance

 ( 29,004,590
)

 ( 23,928,879
)

 Total Net Deferred Tax Assets

 $
 —

 $
 —

 The Company continually evaluates expiring statutes of limitations, audits,
proposed settlements, changes in tax law and new authoritative rulings. The open tax years subject to examination with respect to the
Company's operations are 2015 through 2023.

 Note 14 – Subsequent Events

 In January 2024, the Company entered into a
convertible note with an individual in the amount of $ 250,000.
The note has an eighteen-month 18 term, accrues interest at 12 %
and is convertible into shares of common stock of the Company at $ 0.50
per share, which also includes 200% warrants at $ 0.25

 In January 2024, the Company entered into a commercial
loan in the amount of $ 500,000. The total cost of the loan is $ 250,000 and is paid in weekly increments of 6.97 % of the current receivable
balance.

 In February 2024, the Company entered into a
convertible note with an individual in the amount of $ 150,000.
The note has an eighteen-month 18 term, accrues interest at 12 %
and is convertible into shares of common stock of the Company at $ 0.40
per share, which also includes 250% warrants at $ 0.25.

 In March 2024, the Company received a $ 109,000 cash
advance from our chief executive officer, resulting in a related party payable. This note bears 0 % interest.

 We have notes that expire in 2024 that we plan to
extend or payoff.

 F- 23

 Item 9. Changes in and Disagreements
with Accountants on Accounting and Financial Disclosure.

 None.

 Item 9A. Controls and Procedures.

 (1) Evaluation of Disclosure Controls and Procedures

 We have adopted and maintain
disclosure controls and procedures (as such term is defined in Exchange Act Rules 13a-15(e) and 15d-15(e) under the Exchange Act), that
are designed to ensure that information required to be disclosed in our reports under the Exchange Act, is recorded, processed, summarized
and reported within the time periods required under the SEC's rules and forms and that the information is gathered and communicated
to our management, including our Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial
Officer), to allow for timely decisions regarding required disclosure.

 As required by Exchange Act Rule 13a-15, our Chief
Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure
controls and procedures pursuant to Exchange Act Rule 13a-15 as of the end of the period covered by this report. Based on the foregoing
evaluation, our Chief Executive Officer and Chief Financial Officer concluded that due to our limited resources our disclosure controls
and procedures are not effective in providing material information required to be included in our periodic SEC filings on a timely basis
and to ensure that information required to be disclosed in our periodic SEC filings is accumulated and communicated to our management,
including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure about our
internal control over financial reporting discussed below Following the 2022 evaluation by management of the effectiveness of the design
and operation of our disclosure controls and procedures we implemented new controls and process in 2023.

 (2) Management's Report on Internal Control
over Financial Reporting

 Our management is responsible
for establishing and maintaining adequate internal control over financial reporting for our company. Our internal control system was
designed to, in general, provide reasonable assurance to our management and board regarding the preparation and fair presentation of
published financial statements, but 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.

 Our management assessed
the effectiveness of our internal control over financial reporting as of December 31, 2023. Based on that assessment, our management
has determined that as of December 31, 2023, our internal control over financial reporting was not effective due to material weaknesses
related to a limited segregation of duties due to our limited resources and the small number of employees. Management has determined
that this control deficiency constitutes a material weakness which could result in material misstatements of significant accounts and
disclosures that could result in a material misstatement to our interim or annual financial statements that would not be prevented or
detected. In addition, due to limited staffing, we are not always able to detect minor errors or omissions in reporting.

 This Annual Report does
not include an attestation report of our independent registered public accounting firm regarding management's assessment of our
internal control over financial reporting pursuant to temporary rules of the SEC.

 (3) Changes in Internal Control over Financial
Reporting

 There has been no change in our internal control
over financial reporting other than items highlighted above, identified in connection with the evaluation required by paragraph (d) of
Rules 13a-15 or 15d-15 under the Securities Exchange Act of 1934 that occurred during our most recent fiscal quarter that has materially
affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 Item 9B. Other Information.

 None.

 ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS
THAT PREVENT INSPECTIONS.

 Not applicable.

 Item 10. Directors, Executive Officers and Corporate
Governance.

 The following table sets forth our executive officers
and directors, their ages and position(s) with the Company.

 Name

 Age

 Position

 Chief Executive Officer and Director

 Stacy McLaughlin

 Chief Financial Officer

 William Meissner

 President, Chief Marketing Officer

 Justin Yorke

 John Paglia

 Bill Caple

 Directors are elected annually
and hold office until the next annual meeting of the stockholders of the Company and until their successors are elected. Officers are
elected annually by the Board of Directors (the "Board") and serve at the discretion of the Board.

 Robert Nistico, age 60, on March
31, 2020 became the Chief Executive Officer and a member of the Board of the Company. Since 2012, Mr. Nistico has served as the Chief
Executive Officer and a member of the Board of Splash Beverage Group, Inc., prior to the Company's acquisition by CMS. Mr. Nistico
also served as the president of Viva Beverages, LLC from 2009 to 2011. Mr. Nistico was the fifth employee at Red Bull North America,
Inc. where he worked from 1996 to 2007 and served as Vice President of Field Marketing and Sr. Vice President/General Manager. Mr. Nistico
was instrumental in building the Red Bull brand in North and Central America and the Caribbean from no revenues to $1.45 billion in annual
revenues. Earlier, he held the brand position of Regional Portfolio V.P and Division Manager for Diageo (formerly I.D.V. / Heublein),
General Sales Manager for Republic National (formerly The Julius Schepps Company) and North Texas State Manager for The E & J Gallo
Winery (and a variety of other management positions for those companies). Mr. Nistico serves as a director of Apollo Brands. Mr. Nistico
has more than 27 years of experience in the beverage industry, including direct and indirect sales management, strategic brand management
& marketing, finance, operations, production and logistics. Mr. Nistico holds a B.A. from the University of Colorado.

 Stacy McLaughlin, age 42, became
the Chief Financial Officer on January 24, 2024. Prior to serving as our Chief Financial Officer, Ms. McLaughlin was the Chief Financial
Officer of Material Technologies, Corp. from 2022 to 2023. From 2013 to 2021, Ms. McLaughlin was the Vice President and Chief Financial
Officer of Willdan Group, Inc. (Willdan), and prior to that, she was their Compliance Manager from 2010 to 2013. During her tenure at
Willdan, she was responsible for accounting and finance functions, SEC reporting, investor relations, treasury, and managed a follow-on
equity offering. Prior to Willdan, Ms. McLaughlin was, from 2009 to 2010, Senior Associate at Windes & McClaughry Accountancy Corporation
and, from 2004 to 2009, Senior Audit Associate at the public accounting firm KPMG LLP. Ms. McLaughlin has a Masters in Accounting from
the University of Southern California and BS from the University of Arizona. Ms. McLaughlin is a Certified Public Accountant (CPA).

 William Meissner, age 57, became
the President and Chief Marketing Officer of the Company in May of 2020. Mr. Meissner is a proven leader with more than twenty years
of success in growing consumer brand companies with both large multinational and medium sized entrepreneurial organizations. Meissner
has held several other leadership and board director roles. Prior to Splash Meissner was a board director and CEO in a beverage vertical
organized by a mid-cap PE firm designed to acquire and build emerging brands, where he acquired two legacy tea brands from Nestle, Sweet
Leaf Tea and Tradewinds Tea. Meissner served as CEO and Board Director or Genesis Today, Inc. a plant based superfood and supplement
company, CEO and Board Director of a joint venture between Distant Lands Coffee Inc. and Caffitaly Systems s.p.a called Tazza Pronto
Inc., CEO and Board Director of Jones Soda Inc., President of Talking Rain Beverages, Inc., Chief Marketing Officer of Coca-Cola's
Fuze Beverages, Brand Director of PepsiCo's SoBe Beverages and Category Manager of Nutritional Beverages for Tetra Pak Inc. Meissner
has an MBA from the University of Pittsburgh's Katz Graduate School of Business and a Bachelor's degree from Michigan State
University.

 Justin Yorke, age 57, became
a member of the Board of the Company on March 31, 2020. Since March 31, 2020, Mr. Yorke has also served as the Company's Secretary.
Mr. Yorke has over 25 years of experience in finance. Based in Hong Kong for over 10 years, he managed funds for a private Swiss Bank,
Darier Henstch from 1997 to 2000. Prior to that, from 1995 to 1997, Mr. Yorke managed funds for Peregrine Investments and from 1990 to
1995 Unifund, Asia, Ltd, Hong Kong, a high net-worth family office headquartered Geneva, Switzerland. From 2000 to 2004, he was a partner
at Asiatic Investment Management, based in San Francisco. Since 2004, Mr. Yorke has been a partner in San Gabriel Advisors, LLC and Arroyo
Capital Management, LLC and is the manager of the San Gabriel Fund, JMW Fund and Richland Fund. The funds are highly diversified in focus
with investment holdings, public, private equity and debt investments and real estate investments. He has a B.A. degree from UCLA. Mr.
Yorke is the principal of WesBev LLC, which prior to the merger between CMS and our Company was the majority shareholder of the Company.
He also is an acting director and audit committee chair of Processa Pharmaceuticals, (Nasdaq: PCSA). Mr. Yorke served as non-executive
Chairman of Jed Oil and a Director/CEO at JMG Exploration.

 Dr. Paglia, age 56, became a
member of the Board of the Company as an independent director on February 26, 2024. He is currently an independent director, Audit Committee
Chair and a member of the Nominating & Corporate Governance and Compensation Committee of Simulations Plus, Inc., from 2014 to present.
Mr. Paglia is also an independent director, Audit Committee Chair and a member of the Nominating & Corporate Governance and Compensation
Committee of Aeluma, Inc., from 2021 to present. Additionally, Dr. Paglia is currently on the Advisory Board of multiple companies, including
SUM Ventures, Axxes Capital Inc., VitaNav Inc., and DigiLife Fund, among others. Dr. Paglia, a Professor of Finance, currently works
at Pepperdine University in various positions, which have included Senior Associate Dean and Executive Director, since 2000-present.
Dr. Paglia has a Doctor of Philosophy in Business Administration, from the University of Kentucky, a Master of Business Administration
from Gannon University, a Bachelor of Science from Gannon University, and is also a Certified Public Accountant and Charted Financial
Analyst.

 Bill Caple, age 65, has served
as an independent director of the Company since May 3, 2023. Over the past five years, Mr. Caple has primarily served as a consultant
on corporate strategies, business development, corporate finance, and M&A. Mr. Caple is currently a board member of Covax Data, Inc.
("Covax"), where he also assists with establishing sales channels and business development for Covax's cyber security
AI blockchain product and assisting the company raise growth capital. Mr. Caple also founded and runs Caple
Advisory, an international management consulting practice and investment banking firm, with a concentration in Asia. Previously,
Mr. Caple served as a board member and C-suite executive of multiple hi-tech businesses, netting successful
exits and public offerings of his companies (e.g. OTG Software NASDAQ: OTGS, now part of Dell EMC and OpenText). The Company believes
that Mr. Caple is an asset to the Company because of his wealth of experience and success in corporate finance strategies, M&A, and
business development to round out the Board's top-tier level of expertise in key subjects.

 Family Relationships

 There are no family relationships
among and between the issuer's directors, officers, persons nominated or chosen by the issuer to become directors or officers,
or beneficial owners of more than ten percent of any class of the issuer's equity securities.

 Section 16(a) Beneficial Ownership Reporting Compliance

 Section 16(a) of the Securities
Exchange Act requires that our directors and executive officers and persons who beneficially own more than 10% of our common stock (referred
to herein as the "reporting persons") file with the SEC various reports as to their ownership of and activities relating
to our common stock. Such reporting persons are required by the SEC regulations to furnish us with copies of all Section 16(a) reports
they file. Based solely on our review of copies of the reports filed with the SEC and the written representations of our directors and
executive officers, we believe that all reporting requirements for fiscal year 2023 were complied with by each person who at any time
during the 2023 fiscal year was a director or an executive officer or held more than 10% of our common stock, except for the following:
Bill Caple, Fatima Dhalla (interim CFO at the time), and Stacy McLaughlin each filed a late Form 3 report at the time of their appointments
and on becoming insiders of the Company; Ron Wall filed a late Form 4 report on January 31, 2023 related to the grant of options to purchase
our common stock on May 2, 2022; Justin Yorke, Candance Crawford and Peter McDonough each filed a late Form 4 report on May 15, 2023
related to the grant of options to purchase our common stock on April 24, 2023; Bill Caple filed a late Form 4 report on May 19, 2023
related to the grant of options to purchase our common stock on May 1, 2023; and Ron Wall filed a late Form 4 report on August 3, 2023
related to the grant of options to purchase our common stock on May 2, 2023.

 Committees of the Board
of Directors

 Audit Committee

 We have separately designated
an Audit Committee. The Audit Committee is responsible for, among other things, the appointment, compensation, removal and oversight
of the work of the Company's independent registered public accounting firm, overseeing the accounting and financial reporting process
of the Company, and reviewing related person transactions. Our Audit Committee is comprised of John Paglia and Bill Caple. Under NYSE
listing standards and applicable SEC rules, all the directors on the audit committee must be independent. Also, as a smaller reporting
company, we are only required to maintain an audit committee of two independent directors. Our Board has determined that John Paglia
and Bill Caple are independent under NYSE listing standards and applicable SEC rules. John Paglia is the Chairperson of the audit committee.
Each member of the audit committee is financially literate and our Board has determined that John Paglia qualifies as an "audit
committee financial expert" as defined in applicable SEC rules. The Audit Committee operates under a written charter adopted by
the Board of Directors, which can be found on our website at www.splashbeveragegroup.com. During 2023, the Audit Committee held four
meetings in person or through conference calls.

 Compensation and Management Resources Committee

 We have established a Compensation
and Management Resources Committee of our Board of Directors. The purpose of the Compensation and Management Resources Committee is to
assist the Board in discharging its responsibilities relating to executive compensation, succession planning for the Company's
executive team, and to review and make recommendations to the Board regarding employee benefit policies and programs, incentive compensation
plans and equity-based plans.

 The members of our Compensation
and Management Resources Committee are Bill Caple, John Paglia and Justin Yorke. Bill Caple is the chairperson of the Compensation and
Management Resources Committee.

 Under NYSE listing standards,
we are required to have at least two members of the compensation committee, all of whom must be independent directors. Our board of directors
has determined that each of John Paglia and Bill Caple is independent under NYSE listing standards. The Compensation and Management Resources
Committee is responsible for, among other things, (a) reviewing all compensation arrangements for the executive officers of the Company
and (b) administering the Company's stock option plans. The Compensation and Management Resource Committee operates under a written
charter adopted by the Board of Directors, which can be found on our website at www.splashbeveragegroup.com within the "Investor
Information" section.

 The duties and responsibilities
of the Compensation and Management Resources Committee in accordance with its charter are to review and discuss with management and the
Board the objectives, philosophy, structure, cost and administration of the Company's executive compensation and employee benefit
policies and programs; no less than annually, review and approve, with respect to the Chief Executive Officer and the other executive
officers (a) all elements of compensation, (b) incentive targets, (c) any employment agreements, severance agreements and change in control
agreements or provisions, in each case as, when and if appropriate, and (d) any special or supplemental benefits; make recommendations
to the Board with respect to the Company's major long-term incentive plans applicable to directors, executives and/or non-executive
employees of the Company and approve (a) individual annual or periodic equity-based awards for the Chief Executive Officer and other
executive officers and (b) an annual pool of awards for other employees with guidelines for the administration and allocation of such
awards; recommend to the Board for its approval a succession plan for the Chief Executive Officer, addressing the policies and principles
for selecting a successor to the Chief Executive Officer, both in an emergency situation and in the ordinary course of business; review
programs created and maintained by management for the development and succession of other executive officers and any other individuals
identified by management or the Compensation and Management Resources Committee; review the establishment, amendment and termination
of employee benefits plans, review employee benefit plan operations and administration; and any other duties or responsibilities expressly
delegated to the Compensation and Management Resources Committee by the Board from time to time relating to the Committee's purpose.

 The Compensation and Management
Resources Committee may request any officer or employee of the Company or the Company's outside counsel to attend a meeting of
the Compensation and Management Resources Committee or to meet with any members of, or consultants to, the Compensation and Management
Resources Committee. The Company's Chief Executive Officer does not attend any portion of a meeting where the Chief Executive Officer's
performance or compensation is discussed, unless specifically invited by the Compensation and Management Resources Committee.

 The Compensation and Management
Resources Committee has the sole authority to retain and terminate any compensation consultant to be used to assist in the evaluation
of director, Chief Executive Officer or other executive officer compensation or employee benefit plans and has sole authority to approve
the consultant's fees and other retention terms. The Compensation and Management Resources Committee also has the authority to
obtain advice and assistance from internal or external legal, accounting or other experts, advisors and consultants to assist in carrying
out its duties and responsibilities and has the authority to retain and approve the fees and other retention terms for any external experts,
advisors or consultants.

 During 2023, the Compensation
Management Resources Committee held four meetings in person or through conference calls.

 Nominating and Corporate Governance Committee

 The Nominating and Corporate
Governance Committee is responsible for overseeing the appropriate and effective governance of the Company, including, among other things,
(a) nominations to the Board of Directors and making recommendations regarding the size and composition of the Board of Directors and
(b) the development and recommendation of appropriate corporate governance principles. The Nominating and Corporate Governance Committee
consists of John Paglia and Bill Caple, each of whom is an independent director (as defined under Section 803 of the NYSE American LLC
Company Guide). The Chairperson of the committee is Bill Caple. The Nominating and Corporate Governance Committee operates under a written
charter adopted by the Board of Directors, which can be found on our website at www.splashbeveragegroup.com within the "Investor
Information" section.

 The Nominating and Corporate
Governance Committee adheres to the Company's bylaws provisions and Securities and Exchange Commission rules relating to proposals
by stockholders when considering director candidates that might be recommended by stockholders, along with the requirements set forth
in the committee's Policy with Regard to Consideration of Candidates Recommended for Election to the Board of Directors, also available
on our website. The Nominating and Corporate Governance Committee of the Board of Directors is responsible for identifying and selecting
qualified candidates for election to the Board of Directors prior to each annual meeting of the Company's stockholders. In identifying
and evaluating nominees for director, the Committee considers each candidate's qualities, experience, background and skills, as
well as other factors, such as the individual's ethics, integrity and values which the candidate may bring to the Board of Directors.

 During 2023, the Nominating and
Corporate Governance Committee held two meetings in person or through conference calls.

 Meetings of the Board of Directors same
as above

 During 2023, the Board
of Directors held five meetings. During 2023, each member of our Board of Directors attended at least 75% of the
aggregate of all meetings of our Board of Directors and of all meetings of committees of our Board of Directors
on which such member served that were held during the period in which such director served.

 The Board of Directors also approved certain actions
by unanimous written consent.

 Director Independence

 The
NYSE listing standards require that a majority of our Board be independent. Our Board has determined that John Paglia and Bill Caple
are "independent directors" as defined in the NYSE listing standards. Our independent directors will have regularly scheduled
meetings at which only independent directors are present.

 Involvement in Certain
Legal Proceedings

 Our Directors and Executive Officers have not been
involved in any of the following events during the past ten years:

 1.

 any bankruptcy petition filed by or against such person or any business
 of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to
 that time;

 2.

 any conviction in a criminal proceeding or being subject to a pending
 criminal proceeding (excluding traffic violations and other minor offenses);

 3.

 being subject to any order, judgment, or decree, not subsequently reversed,
 suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from or otherwise limiting
 his involvement in any type of business, securities or banking activities or to be associated with any person practicing in banking
 or securities activities;

 4.

 being found by a court of competent jurisdiction in a civil action,
 the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities
 or commodities law, and the judgment has not been reversed, suspended, or vacated;

 5.

 being subject of, or a party to, any federal or state judicial or administrative
 order, judgment decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of any federal
 or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies,
 or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

 6.

 being subject of or party to any sanction or order, not subsequently
 reversed, suspended, or vacated, of any self-regulatory organization, any registered entity or any equivalent exchange, association,
 entity or organization that has disciplinary authority over its members or persons associated with a member.

 7.

 Such person was the subject of, or a party to, any federal or state
 judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged
 violation of:

 i. Any federal
or state securities or commodities law or regulation; or

 ii. Any law or
regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction,
order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition
order; or

 iii. Any law
or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

 8.

 Such person was the subject of, or a party to, any sanction or order,
 not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange
 Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))),
 or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated
 with a member.

 Board leadership structure
and role in risk oversight

 The Board of Directors oversees
our business and affairs and monitors the performance of management. In accordance with corporate governance principles, the Board of
Directors does not involve itself in day-to-day operations. The directors keep themselves informed through discussions with the
Chief Executive Officer and other key executives, visits to the Company's facilities, by reading the reports and other materials
that we send them and by participating in Board and committee meetings. Each director's term will continue until the election and
qualification of his or her successor, or his or her earlier death, resignation or removal. The information set forth in Item 1C is incorporated
herein by reference.

 Code of Ethics

 We have
adopted a code of business conduct and ethics that applies to our directors, officers (including our Chief Executive Officer, Chief Financial
Officer and any person performing similar functions) and employees. Our Code of Ethics is available at our website at www.splashbeveragegroup.com.

 Clawback Policy

 On September 20, 2023, the Board adopted the Splash
Beverage Group Clawback Policy (the "Clawback Policy"), effective September 20, 2023, providing for the recovery of certain
incentive-based compensation from current and former executive officers of the Company in the event the Company is required to restate
any of its financial statements filed with the SEC under the Exchange Act in order to correct an error that is material to the previously-issued
financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected
in the current period. Adoption of the Clawback Policy was mandated by new Nasdaq listing standards introduced pursuant to Exchange Act
Rule 10D-1. The Clawback Policy is in addition to Section 304 of the Sarbanes-Oxley Act of 2002 which permits the SEC to order the disgorgement
of bonuses and incentive-based compensation earned by a registrant issuer's chief executive officer and chief financial officer
in the year following the filing of any financial statement that the issuer is required to restate because of misconduct, and the reimbursement
of those funds to the issuer. A copy of the Clawback Policy has been filed herewith, and can also be found at www.splashbeveragegroup.com.

 Item 11. Executive Compensation

 The following table sets forth information for our
two most recently completed fiscal years ending December 31, 2023 and December 31, 2022 concerning all of the compensation awarded to,
earned by the executive officers named below.

 Name and Principal
 Position

 Year

 Salary

 Bonus

 Other

 Stock Awards

 Option Awards

 Nonequity Incentive Plan Compensation

 Nonqualified Deferred Compensation Earnings

 Total

 Robert Nistico, CEO

 2023

 333,125

 —

 14,400

 —

 —

 —

 —

 347,525

 2022

 325,000

 100,000

 14,400

 —

 —

 —

 —

 439,000

 William Meissner, President and CMO

 2023

 333,125

 —

 —

 —

 —

 —

 —

 333,125

 2022

 325,000

 90,000

 —

 —

 260,000

 —

 —

 415,000

 Ronald Wall, CFO (1)

 2023

 249,438

 —

 —

 —

 —

 —

 —

 249,438

 2022

 217,708

 60,000

 28,429

 —

 254,100

 —

 —

 560,237

 Fatima Dhalla, Interim
 CFO (2)

 2023

 55,950

 —

 —

 —

 —

 —

 —

 55,950

 (1) On September 26, 2023, Ronald Wall resigned as
Chief Financial Officer of the Company.

 (2) Effective January 19, 2024, Fatima Dhalla, resigned
as the Interim Chief Financial Officer of the Company.

 Employment Agreements

 Except as described below, the Company does not have
any employment agreements in place with any of its executive officers. The board of directors reserves the right to increase the salary
of our executive officers, and/or to grant them equity awards, including stock, options or other equity securities, from time to time,
as additional compensation or bonuses.

 Robert Nistico – CEO and Director

On March 12, 2012, the Company entered into an employment agreement with Robert Nistico, pursuant to which Mr. Nistico serves as Chief
Executive Officer of the Company. Pursuant to Mr. Nistico's employment agreement, the Company pays Mr. Nistico an annual salary
of $275,000. Mr. Nistico is also eligible to receive an annual bonus of 50% of his annual salary, and was granted an option to purchase
350,000 shares of common stock. In the event Mr. Nistico terminates his employment with the Company he shall provide the Company a minimum
of 45 days of written notice.

 On December 9, 2019, the board of directors of the
Company extended Mr. Nistico's employment agreement beginning December 1, 2019, and ending on November 30, 2024. Pursuant
to the amendment, the Company increased Mr. Nistico's base salary from $275,000 to $325,000.

 Stacy McLaughlin - CFO

 Pursuant to the terms of an employment agreement
dated January 22, 2024, the Company employs Ms. Stacy McLaughlin as its Chief Financial Officer on a full-time basis. Effective January
24, 2024, Ms. McLaughlin's annual salary is $325,000. She is also entitled to an annual performance bonus of up to $162,500, upon
achieving certain targets that are to be defined on an annual basis. Ms. McLaughlin is also entitled to participate in all qualified
plans, holidays and other employee benefits which the Company, in its sole discretion, may maintain from time to time for the benefit
of its employees in general. On March 5, 2024, pursuant to her employment agreement, Ms. McLaughlin was granted 600,000 restricted shares
of Common Stock. These shares will vest in tranches of 50,000 per quarter, until exhausted, with the first tranche vesting upon the completion
of the first quarter of 2024. Continued vesting of these shares is subject to Ms. McLaughlin's employment remaining in good standing
with the Company. In the event that the company is acquired within the two years of January 24, 2024, the vesting schedule that the shares
are subject to will accelerate, contingent on Ms. McLaughlin's employment being in good standing to the date on which the acquisition
closes.

 William Meissner – CMO and President

 On May 4, 2020, the Company entered into an employment
agreement with William Meissner, pursuant to which Mr. Meissner serves as President and Chief Marketing Officer of Company. Pursuant
to Mr. Meissner's employment agreement, the Company pays Mr. Meissner an annual base salary of $325,000 and includes annual increases
based on cost of living adjustments and performance at the discretion of the Company's Chief Executive Officer. Mr. Meissner is
also eligible for a discretionary bonus, as determined by the Company's Chief Executive Officer, of up to 50% of Mr. Meissner's
base salary. Mr. Meissner also received a grant of an option to purchase 666,667 shares of common stock under the Company's equity
incentive plan. The employment agreement with Mr. Meissner's does not have a fixed termination date and permits the Company to
terminate Mr. Meissner upon twenty days prior written notice and grants Mr. Meissner the right to resign upon twenty days prior written
notice.

 Directors Compensation

 During the fiscal year ended
December 31, 2023, our directors were paid compensation in cash for serving as Directors of the Company.

 Name

 Year

 Fees Earned or Paid in Cash

 All Other Compensation

 Stock Awards

 Option Awards

 Total Compensation

 Candace Crawford

 2023

 76,000

 —

 —

 125,000

 76,000

 Peter McDonough

 2023

 70,996

 —

 —

 125,000

 70,996

 Justin Yorke

 2023

 —

 —

 —

 125,000

 —

 Bill Caple

 2023

 46,664

 —

 —

 125,000

 —

 John Paglia

 2023

 —

 —

 —

 —

 —

 Pension, Retirement or Similar Benefit Plans

 There are no arrangements or plans in which we provide
pension, retirement or similar benefits for directors or executive officers. We have no material bonus or profit sharing plans pursuant
to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted
at the discretion of the Board or a committee thereof.

 Indebtedness of Directors, Senior Officers, Executive
Officers and Other Management

 None of our directors, executive officers or any
associate or affiliate of our Company during the last two fiscal years is or has been indebted to our Company by way of guarantee, support
agreement, letter of credit or other similar agreement or understanding currently outstanding.

 Equity Compensation Plan

 On May 21, 2020, the Board adopted the 2020 Long-Term
Incentive Compensation 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 other eligible recipients. The Plan has been in effect since July
1, 2020, for a period of ten years thereafter. The Plan continues to remain in effect until all matters relating to the payment of Awards
and administration of the Plan have been settled.

 Outstanding Equity Awards at Fiscal Year-End

 The following table summarizes the total outstanding
equity awards as of December 31, 2023, for each Named Executive Officer:

 Name

 Grant

 Date

 Number
 of Securities Underlying Unexercised Options Exercisable

 Number of Securities
 Underlying Unexercised Options Un-Exercisable

 Plan
 Awards: Number of Securities Underlying Unexercised Unearned Options

 Option

 Exercise

 Price

 Option

 Expiration

 Date

 2/28/2020

 159,008

 —

 —

 $

 1.12

 2/21/2025

 10/16/2020

 1,000,000

 —

 —

 $

 1.12

 10/15/2025

 9/16/2021

 530,000

 —

 —

 $

 1.12

 9/16/2031

 William Meissner

 10/16/2020

 416,667

 —

 —

 $

 1.12

 10/16/2025

 William Meissner

 9/16/2021

 66,666

 —

 33,334

 $

 1.12

 9/16/2031

 (1)

 Unless otherwise noted, the business address of each of the following
 individuals is 1314 East Las Olas Blvd, Suite 221 Fort Lauderdale, Florida 33301

 Item 12. Security Ownership of Certain Beneficial
Owners and Management and Related Stockholder Matters.

 The following table sets forth
certain information with respect to the beneficial ownership of our common stock as of March 29, 2024, for:

 each of our current directors and executive officers;

 all of our current directors and executive officers as a group; and

 each person, or group of affiliated persons, who beneficially owned
 more than 5% of our common stock.

 Except as indicated by the
footnotes below, we believe, based on information furnished to us, that the persons and entities named in the table below have sole voting
and sole investment power with respect to all shares of common stock that they beneficially, subject to applicable community property
laws. Unless otherwise specified, the address for each of the persons named in the table is 1314 E Las Olas Blvd. Suite 221, Fort Lauderdale,
Florida 33301.

 Our calculation of the percentage
of beneficial ownership is based on 45,129,687 shares of common stock outstanding as of March 29, 2024. We have determined beneficial
ownership in accordance with the rules of the SEC, and the information is not necessarily indicative of beneficial ownership for any
other purpose. Under Rule 13d-3 of the Exchange Act of 1934, as amended (the "Exchange Act"), a beneficial owner of a security
includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise has or shares:
(i) voting power, which includes the power to vote or to direct the voting of shares; and (ii) investment power, which includes the power
to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for
example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned
by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as
of which the information is provided. In computing the percentage ownership of any person or persons, the amount of shares outstanding
is deemed to include the amount of shares beneficially owned by such person or persons (and only such person or persons) by reason of
these acquisition rights.

 Name

 Shares of Common
 Stock

 Percentage of
 Common Stock

 Executive Officers and Directors

 1,410,000

 3.1
 %

 Justin Yorke(1)

 5,486,109

 12.2
 %

 John Paglia

 —

 —

 William Meissner

 —

 —

 Stacy McLaughlin

 —

 —

 Officers and Directors as a Group (6 individuals)

 6,896,109

 15.3
 %

 5% or greater owners:

 LK Family Partnership

 2,992,014

 6.6
 %

 Total

 9,888,123

 21.9
 %

 (1)

 Of which 3,297,243 shares are held by Richland Fund LLC, 1,398,012
 shares are held by JMW Fund LLC and 790,854 shares are held by San Gabriel LLC. All funds are managed by Mr. Yorke.

 Securities Authorized for Issuance under our Equity Compensation Plan

 The following table gives information as of December
31, 2023, the end of the most recently completed fiscal year, about shares of common stock that have been issued under our Splash Beverage
Group, Inc. 2020 Incentive Plan. Under the 2020 Incentive Plan we have 4,259,008 options outstanding as of December 31, 2023. See Note
6. On October 6, 2023, at our 2023 annual meeting of stockholders our stockholders approved an amendment to the 2020 Incentive Plan to:
(1) increase the aggregate number of shares of common stock available by 1,500,000 shares to a total of 1,807,415 shares and (2) increase
the automatic annual increase in the number of shares under the 2020 Incentive Plan from 5% to 7.5% of the total number of shares of
common stock outstanding as of December 31st of the preceding fiscal year.

 Plan
 Category

 No. of Shares to be Issued
 Upon Exercise or Vesting of Outstanding Stock Options

 Weighted Average Exercise
 Price of Outstanding Stock Options

 Number of Securities
 Remaining Available for Future Issuance Under Equity Compensation Plans

 Equity compensation plan approved by
 board of directors

 1.13

 2,846,068

 Total

 1.13

 2,846,068

 Item 13. Certain Relationships
and Related Transactions and Director Independence.

 The following is a description
of the transactions and series of similar transactions, since December 31, 2023, that we were a participant or will be a participant
in, which:

 the amount involved exceeds the lesser of $120,000 or one percent of
 the average of the smaller reporting company's total assets at year-end for the last two completed fiscal years; and

 any of our directors, executive officers, holders of more than 5% of
 our capital stock (which we refer to as "5% stockholders") or any member of their immediate family had or will have a
 direct or indirect material interest, other than compensation arrangements with directors and executive officers.

 During the normal course of business,
we incurred expenses related to services provided by our CEO or Company expenses paid by our 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 Loan and Security Agreement provided for a revenue-based credit facility of $1,578,237
(the "Gross Amount") with the Lender (the "Credit Facility"). There was $371,693 outstanding and $989,702 accrued
interest under this agreement as of December 31, 2023.

 On September 29, 2023, the Company
also entered into a Purchase and Sales Future Receivables 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 Knightsbridge Funding LLC (the "Lender"). The Loan and Security Agreement
provided a loan of $165,000, with the gross and interest amount of $241,725 with the Lender (the "Credit Facility"). There
was $99,185 outstanding under this agreement as of December 31, 2023.

 There were related party advances
from our chief executive officer in the amount of $0.4 million outstanding as of December 31, 2023 and a shareholder note payable outstanding
in the amount of $200,000 as of December 31, 2023.

 Item 14. Principal Accounting
Fees and Services.

 Audit – Rose, Snyder & Jacobs LLP

 $
 40,000

 Audit – Daszkal Bolton, LLP and CohnReznick LLP

 $
 10,000

 Audit related

 —

 Tax

 29,000

 Total

 $
 79,000

 Audit

 $
 193,000

 Audit related

 —

 Tax

 19,725

 Total

 $
 212,725

 Item 15. Exhibits and Financial Statement Schedules.

 The following documents are filed as part of this Annual Report on Form
10-K:

 1. Financial Statements. See the Financial Statements
starting on page F-1, of this Annual Report, which is incorporated into this Item by reference.

 2. Exhibits. The exhibits listed
in the Exhibit Index, which appears immediately following the signature page and is incorporated herein by reference, and filed as part
of this Annual Report on Form 10-K.

 SIGNATURES

 Pursuant to the requirements
of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.

 SPLASH BEVERAGE GROUP, INC. (Registrant)

 Date: March 29, 2024

 By:

 /s/ Robert Nistico

 Name:

 Chairman of the Board and Chief Executive Officer

 (Principal Executive Officer)

 Pursuant to the requirements
of the Securities Act of 1934 this Annual Report on Form 10-K was signed by the following persons on behalf of the Registrant and in
the capacities and on the dates stated:

 Signature

 Title

 Date

 /s/ Robert Nistico

 Chief Executive Officer and Director

 (Principle Executive Officer)

 /s/ Stacy McLaughlin

 Chief Financial Officer, Treasurer

 Stacy McLaughlin

 (Principal Financial and Accounting Officer)

 /s/ Justin Yorke

 Director, Secretary

 Justin Yorke

 /s/John Paglia

 John Paglia

 /s/ Bill Caple

 Bill Caple

 EXHIBIT INDEX

 Exhibit
No.

 Description
of Exhibit

 1.1

 Underwriting
Agreement dated June 10, 2021 between Splash Beverage Group and EF Hutton, division of Benchmark Investments, LLC, as representative
of the underwriters named therein (incorporated by reference herein to Exhibit 1.1 to the Current report on Form 8-K filed with the Securities
and Exchange Commission on June 15, 2021)

 1.2

 Underwriting
Agreement dated February 14, 2022 between Splash Beverage Group and EF Hutton, division of Benchmark Investments, LLC, as representative
of the underwriters named therein (incorporated by reference herein to Exhibit 1.1 to the Current report on Form 8-K filed with the Securities
and Exchange Commission on February 17, 2022)

 1.3

 Underwriting
Agreement dated September 23, 2022, between Splash Beverage Group and EF Hutton, division of Benchmark Investments, LLC, as representative
of the underwriters named therein (incorporated by reference herein to Exhibit 1.1 to the Current report on Form 8-K filed with the Securities
and Exchange Commission on September 27, 2022)

 2.1

 Agreement
and Plan of Merger dated December 31, 2019 by and among Canfield Medical Supply, Inc., SBG Acquisition, Inc., and Splash Beverage Group,
Inc. (incorporated by reference to Exhibit 2.1 to the Registrant's Form 8-K dated January 7, 2020)

 2.2

 Form
of Amendment No. 1 to the Agreement and Plan of Merger (incorporated by reference herein to Exhibit 10.1 filed with Form 8-K filed with
the SEC on October 7, 2020)

 3.1

 Bylaws
(incorporated by reference herein to Exhibit 3.2 filed with Form 8-K1 filed with the SEC on November 15, 2021)

 3.2

 Articles
of Incorporation filed with the Secretary of State of Nevada (incorporated by reference herein to Exhibit 3.1 filed with Form8-K filed
with the SEC on November 15, 2021)

 3.3

 Articles
of Merger filed with the Secretary of State of the State of Nevada (incorporated by reference herein to Exhibit 2.2 filed with Form8-K
filed with the SEC on November 15, 2021)

 3.4

 Statement
of Merger filed with the Secretary of State of the State of Colorado (incorporated by reference herein to Exhibit 2.3 filed with Form8-K
filed with the SEC on November 15, 2021)

 3.5

 Certificate
of Amendment to Articles of Incorporation filed with the Secretary of State of Nevada (incorporated by reference herein to Exhibit 3.1
filed with Form 8-K filed with the SEC on December 22, 2022)

 4.1

 Form
of Common Stock Certificate (incorporated by reference to exhibit 4.1 filed with the Annual Report on Form 10-K filed with the SEC on
March 31, 2022)

 4.2

 Form
of Investor Warrant (incorporated by reference to exhibit 4.1 filed with the Current Report on Form 8-K filed with the SEC on June 15,
2021)

 4.3

 Warrant
Agent Agreement between Splash Beverage Group Inc. and Equinity Trust Company dated as of June 15, 2001 (incorporated by reference to
exhibit 10.1 filed with the Current Report on Form 8-K filed with the SEC on June 15, 2021)

 4.4

 Description
of Capital Stock *

 10.1

 2020 Long-Term Incentive Compensation Plan (incorporated herein by reference to the Schedule 14C Information Statement filed with the SEC on June 8, 2020)

 10.2

 Form of SBG Warrant (incorporated by reference herein to Exhibit 10.4 filed with Form 8-K filed with the SEC on April 6, 2020)

 10.3

 Form of New Warrant (incorporated by reference herein to Exhibit 10.5 filed with Form 8-K filed with the SEC on April 6, 2020)

 10.4

 Form of Warrant (incorporated by reference herein to Exhibit 10.2 filed with Form 8-K filed with the SEC on August 18, 2020)

 10.5

 Revenue Loan and Security Agreement dated (incorporated by reference herein to Exhibit 10.1 filed with Form 8-K filed with the SEC on December 31, 2020)

 10.6

 Asset Purchase Agreement dated (incorporated by reference herein to Exhibit 10.2 filed with Form 8-K filed with the SEC on December 31, 2020)

 10.7

 Convertible Promissory Note dated (incorporated by reference herein to Exhibit 10.3 filed with Form 8-K filed with the SEC on December 31, 2020)

 10.8

 An Agreement Regarding Other Accounts Payable dated (incorporated by reference herein to Exhibit 10.4 filed with Form 8-K filed with the SEC on December 31, 2020)

 10.9

 Martin Employment Agreement dated (incorporated by reference herein to Exhibit 10.5 filed with Form 8-K filed with the SEC on December 31, 2020)

 10.10

 Non-Competition, Non-Solicitation and Confidential Information Agreement (incorporated by reference herein to Exhibit 10.6 filed with Form 8-K filed with the SEC on December 31, 2020)

 10.11

 Form of Subscription Agreement (incorporated by reference herein to Exhibit 10.1 filed with Form 8-K filed with the SEC on January 21, 2021)

 10.12

 Form of Warrant (incorporated by reference herein to Exhibit 10.2 filed with Form 8-K filed with the SEC on January 21, 2021)

 10.13

 Form of Subscription Agreement (incorporated by reference herein to Exhibit 10.1 filed with Form 8-K filed with the SEC on February 2, 2021)

 10.14

 Form of Warrant (incorporated by reference herein to Exhibit 10.2 filed with Form 8-K filed with the SEC on February 2, 2021)

 10.15

 Form of Subscription Agreement (incorporated by reference herein to Exhibit 10.1 filed with Form 8-K filed with the SEC on February 12, 2021)

 10.16

 Form of Warrant (incorporated by reference herein to Exhibit 10.2 filed with Form 8-K filed with the SEC on February 12, 2021)

 10.17

 Form of Subscription Agreement (incorporated by reference herein to Exhibit 10.1 filed with Form 8-K filed with the SEC on March 2, 2021)

 10.18

 Form of Warrant (incorporated by reference herein to Exhibit 10.2 filed with Form 8-K filed with the SEC on March 2, 2021)

 10.19

 Securities Purchase Agreement (incorporated by reference herein to Exhibit 10.1 filed with Form 8-K filed with the SEC on January 3, 2023)

 10.20

 Form of Warrant (incorporated by reference herein to Exhibit 4.1 filed with Form 8-K filed with the SEC on January 3, 2023)

 10.21

 Form of Promissory Note (incorporated by reference herein to Exhibit 10.2 filed with Form 8-K filed with the SEC on January 3, 2023)

 10.22

 Form of Warrant (incorporated by reference herein to Exhibit 4.1 filed with Form 8-K filed with the SEC on August 16, 2023)

 10.23

 Form of Securities Purchase Agreement (incorporated by reference herein to Exhibit 10.1 filed with Form 8-K filed with the SEC on August 16, 2023)

 10.24

 Form of Investor Note (incorporated by reference herein to Exhibit 10.1 filed with Form 8-K filed with the SEC on August 16, 2023)

 10.25

 Form of Second Investor Note (incorporated by reference herein to Exhibit 10.1 filed with Form 8-K filed with the SEC on August 16, 2023)

 10.26

 Form of Purchase Agreement (incorporated by reference herein to Exhibit 10.5 filed with Form 8-K filed with the SEC on August 16, 2023)

 10.27

 Form of Investor Note (incorporated by reference herein to Exhibit 10.6 filed with Form 8-K filed with the SEC on August 16. 2023)

 10.28

 Form of Warrant (incorporated by reference herein to Exhibit 4.1 filed with Form 8-K filed with the SEC on October 6, 2023)

 10.29

 Form of Purchase Agreement (incorporated by reference herein to Exhibit 10.1 filed with Form 8-K filed with the SEC on October 6, 2023)

 10.30

 Form of Note (incorporated by reference herein to Exhibit 10.2 filed with Form 8-K filed with the SEC on October 6, 2023)

 10.31

 Form of Registration Rights Agreement (incorporated by reference herein to Exhibit 10.3 filed with Form 8-K filed with the SEC on October 6, 2023)

 10.32

 Form of Waiver Agreement (incorporated by reference herein to Exhibit 10.1 filed with Form 8-K filed with the SEC on December 18, 2023)

 10.33

 Form of Registration Rights Agreement (incorporated by reference herein to Exhibit 10.2 filed with Form 8-K filed with the SEC on December 18, 2023)

 10.34

 Employment Agreement dated March 12, 2012 with Robert Nistico*

 10.35

 Employment Agreement dated May 4, 2020 with William Meissner*

 10.36

 Employment
Agreement dated January 22, 2024 with Stacy McLaughlin (incorporated herein by reference to Exhibit 10.1 filed with Form 8-K filed with
the SEC on January 30, 2024)

 21.1

 Subsidiaries
(incorporated by reference herein to Exhibit 21.1 filed with Form 10-K filed with the SEC on March 8, 2021)

 23.1

 Consent
of Rose, Snyder & Jacobs LLP*

 23.2

 Consent
of Daszkal Bolton LLP*

 31.1

 Rule
 13a-14(a)/ 15d-14(a) Certification of Principal Executive Officer*

 31.2

 Rule
 13a-14(a)/ 15d-14(a) Certification of Principal Financial Officer*

 32.1

 Certification
 of CEO pursuant to 18. U.S.C. Section 1350 as adopted, pursuant to Section 906 of Sarbanes-Oxley Act of 2002**

 32.2

 Certification
 of CFO pursuant to 18. U.S.C. Section 1350 as adopted, pursuant to Section 906 of Sarbanes-Oxley Act of 2002**

 97.1

 Clawback Policy of the Company*

 *101.INS

 (filed herewith)

 *101.SCH

 Schema (filed herewith)

 *101.CAL

 Calculation Linkbase (filed herewith)

 *101.LAB

 Label Linkbase (filed herewith)

 *101.PRE

 Presentation Linkbase (filed herewith)

 *101.DEF

 Linkbase (filed herewith)

 *104

 Cover Page Interactive

 *

 Filed herewith

 **

 Furnished herewith