Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 31, 2023 | Jun. 30, 2022 | |
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2022 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 001-40471 | ||
Entity Registrant Name | SPLASH BEVERAGE GROUP, INC | ||
Entity Central Index Key | 0001553788 | ||
Entity Tax Identification Number | 34-1720075 | ||
Entity Incorporation, State or Country Code | NV | ||
Entity Address, Address Line One | 1314 E Las Olas Blvd. Suite 221 | ||
Entity Address, City or Town | Fort Lauderdale | ||
Entity Address, State or Province | FL | ||
Entity Address, Postal Zip Code | 33301 | ||
City Area Code | (954) | ||
Local Phone Number | 745-5815 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 91,048,293 | ||
Entity Common Stock, Shares Outstanding | 41,085,520 | ||
Auditor Name | Daszkal Bolton LLP | ||
Auditor Location | Florida | ||
Auditor Firm ID | 229 | ||
Common Stock, $.001 par value per share [Member] | |||
Title of 12(b) Security | Common Stock, $0.001 par value per share | ||
Trading Symbol | SBEV | ||
Security Exchange Name | NYSE | ||
Warrants to purchase shares of Common Stock, $0.001 par value per share [Member] | |||
Title of 12(b) Security | Warrants to purchase shares of Common Stock, $0.001 par value per share | ||
Trading Symbol | SBEV-WT | ||
Security Exchange Name | NYSE |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 4,431,745 | $ 4,181,383 |
Accounts Receivable, net | 1,812,110 | 1,114,452 |
Prepaid Expenses | 348,036 | 607,178 |
Inventory | 3,721,307 | 1,923,479 |
Other receivables | 344,376 | 41,939 |
Assets from discontinued operations | 0 | 473,461 |
Total current assets | 10,657,574 | 8,341,892 |
Non-current assets: | ||
Deposit | 49,290 | 330,886 |
Goodwill | 256,823 | 256,823 |
Intangibles assets, net | 4,851,377 | 5,604,512 |
Investment in Salt Tequila USA, LLC | 250,000 | 250,000 |
Right of use asset | 750,042 | 1,031,472 |
Property and equipment, net | 489,597 | 569,785 |
Total non-current assets | 6,647,129 | 8,043,478 |
Total assets | 17,304,703 | 16,385,370 |
Current liabilities | ||
Accounts payable and accrued expenses | 3,383,187 | 1,913,459 |
Right of use liability | 268,749 | 294,067 |
Related party notes payable | 0 | 653,081 |
Notes payable | 1,080,257 | 2,667,812 |
Liability to issue shares | 91,800 | 0 |
Shareholder advances | 0 | 390,500 |
Accrued interest payable | 141,591 | 171,452 |
Liabilities from discontinued operations | 0 | 389,086 |
Total current liabilities | 4,965,584 | 6,479,457 |
Long-term Liabilities: | ||
Notes payable | 2,536,319 | 300,000 |
Right of use liability | 480,666 | 732,686 |
Total long-term liabilities | 3,016,985 | 1,032,686 |
Total liabilities | 7,982,569 | 7,512,143 |
Stockholders’ equity: | ||
Preferred stock, $0.001 par value, 5,000,000 shares authorized, no shares issued | 0 | 0 |
Common Stock, $0.001 par, 300,000,000 shares authorized, 41,085,520 and 33,596,232 shares issued and outstanding, at December 31, 2022 and December 31, 2021, respectively | 41,086 | 33,596 |
Additional paid in capital | 121,632,547 | 99,480,188 |
Accumulated Other Comprehensive Income | (20,472) | 0 |
Accumulated deficit | (112,331,027) | (90,640,557) |
Total stockholders’ equity | 9,322,134 | 8,873,227 |
Total liabilities and stockholders’ equity | $ 17,304,703 | $ 16,385,370 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 300,000,000 | 300,000,000 |
Common Stock, Shares, Issued | 41,085,520 | 33,596,232 |
Common Stock, Shares, Outstanding | 41,085,520 | 33,596,232 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||
Net revenues | $ 18,087,486 | $ 11,316,002 |
Cost of goods sold | (12,168,621) | (7,398,241) |
Gross margin | 5,918,865 | 3,917,761 |
Operating expenses: | ||
Contracted services | 1,505,788 | 1,584,830 |
Salary and wages | 4,179,403 | 3,807,492 |
Non-cash share-based compensation | 7,409,884 | 18,395,488 |
Other general and administrative | 11,411,535 | 8,425,046 |
Sales and marketing | 2,806,888 | 787,827 |
Total operating expenses | 27,313,498 | 33,000,683 |
Loss from continuing operations | (21,394,633) | (29,082,922) |
Other income/(expense): | ||
Other Income | 0 | 3,632 |
Interest income | 6,068 | 643 |
Interest expense | (251,497) | (442,807) |
Gain from debt extinguishment | 0 | 176,082 |
Total other expense | (245,429) | (262,450) |
Provision for income taxes | 0 | 0 |
Net (loss) from continuing operations, net of tax | (21,640,062) | (29,345,372) |
Net (loss) income from discontinued operations, net of tax | (199,154) | 294,550 |
Gain on discontinued operations | 148,747 | 0 |
Net income (loss) from discontinued operations, net of tax | (50,407) | 294,550 |
Net loss | (21,690,469) | (29,050,822) |
Other Comprehensive loss | ||
Foreign Currency Translation loss | (20,472) | 0 |
Total Comprehensive Income | $ (21,710,941) | $ (29,050,822) |
Loss per share - continuing operations | ||
Basic and Diluted | $ (0.58) | $ (1.01) |
Weighted average number of common shares outstanding - continuing operations | ||
Basic and Diluted | 37,389,990 | 28,900,292 |
Income (loss) per share - discontinued operations | ||
Basic and Diluted | $ 0 | $ 0.01 |
Weighted average number of common shares outstanding - discontinued operations | ||
Basic and Diluted | 37,389,990 | 28,900,292 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity (Deficit) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | AOCI Attributable to Parent [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2020 | $ 21,157 | $ 52,217,855 | $ (61,589,735) | $ (9,350,723) | |
Beginning balance, shares at Dec. 31, 2020 | 21,157,043 | ||||
Issuance of warrants for services | 7,267,421 | 7,267,421 | |||
Issuance of common stock for services | $ 3,273 | 11,124,793 | 11,124,793 | ||
Issuance of common stock for services, shares | 3,272,649 | ||||
Issuance of common stock and warrants for cash | $ 4,955 | 19,625,610 | 19,625,610 | ||
Issuance of common stock and warrants or cash, shares | 4,954,779 | ||||
Mezzanine shares | $ 4,202 | 9,244,518 | 9,244,518 | ||
Mezzanine shares, shares | 4,201,761 | ||||
Net loss | (29,050,822) | (29,050,822) | |||
Ending balance, value at Dec. 31, 2021 | $ 33,596 | 99,480,188 | (90,640,557) | 8,873,227 | |
Ending balance, shares at Dec. 31, 2021 | 33,596,232 | ||||
Issuance of common stock on convertible instruments | $ 378 | 1,514,533 | 1,514,911 | ||
Issuance of common stock on convertible instruments, shares | 377,796 | ||||
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 | 3,466,722 | 3,463,937 | ||
Issuance of common stock for services, shares | 2,215,363 | ||||
Issuance of common stock and warrants for cash | $ 4,896 | 11,423,695 | 11,428,591 | ||
Issuance of common stock and warrants or cash, shares | 4,896,129 | ||||
Accumulated Comprehensive Income - Translation | (20,472) | (20,472) | |||
Net loss | (21,690,469) | (21,690,469) | |||
Ending balance, value at Dec. 31, 2022 | $ 41,086 | $ 121,632,546 | $ (20,472) | $ (112,331,026) | $ 9,322,134 |
Ending balance, shares at Dec. 31, 2022 | 41,085,520 |
Consolidated Statements Cash Fl
Consolidated Statements Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Statement of Cash Flows [Abstract] | ||
Net loss | $ (21,710,941) | $ (29,050,822) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 936,020 | 111,567 |
ROU asset, net | 4,093 | (7,239) |
Gain from debt extinguishment | 0 | 176,082 |
Gain from sale of discontinued operation | 84,375 | 0 |
Non-cash warrant expense | 7,318,081 | 16,291,167 |
Changes in working capital items: | ||
Accounts receivable, net | (697,658) | (629,594) |
Inventory, net | (1,797,828) | (1,125,206) |
Prepaid expenses and other current assets | (43,294) | (384,784) |
Deposits | 281,596 | (253,200) |
Accounts payable and accrued expenses | 1,594,300 | 446,146 |
Accrued Interest payable | (29,861) | (271,296) |
Net cash used in operating activities - continuing operations | (14,061,116) | (14,697,179) |
Net cash used in operating activities - discontinued operations | (32,774) | (515,952) |
Cash Flows from Investing Activities: | ||
Capital Expenditures | (102,698) | 0 |
Net cash used in investing activities -– continuing operations | (102,698) | 0 |
Net cash used in investing activities - discontinued operations | 0 | 0 |
Cash Flows from Financing Activities: | ||
Proceeds from issuance of Common stock | 11,428,591 | 19,630,565 |
Cash advance (repayment) from shareholder | (390,500) | 390,500 |
Repayment of cash advance | 0 | (261,245) |
Proceeds from issuance of debt | 4,045,420 | 928,000 |
Principal repayment of debt | (636,560) | (1,673,296) |
Net cash provided by financing activities - continuing operations | 14,446,951 | 19,014,524 |
Net cash provided by financing activities - discontinued operations | 0 | 0 |
Net Change in Cash and Cash Equivalents | 250,362 | 3,801,383 |
Cash and Cash Equivalents, beginning of year | 4,181,383 | 380,000 |
Cash and Cash Equivalents, end of year | 4,431,745 | 4,181,383 |
Supplemental Disclosure of Cash Flow Information: | ||
Cash paid for Interest | 204,594 | 173,363 |
Cash paid for Taxes | 0 | 0 |
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 | $ 0 |
Business Organization and Natur
Business Organization and Nature of Operations | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Business Organization and Nature of Operations | 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 2,000,000 2,000,000 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. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 – Summary of Significant Accounting 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. 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 Our cash in bank deposit accounts, at times, may exceed federally insured limits of $ 250,000 1,941 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, 2022 and December 31, 2021, our accounts receivable amounts are reflected net of allowances of $ 13,683 45,203 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, 2022 and December 31, 2021 consisted of raw materials, work-in-process, and finished goods held for distribution. The cost elements of inventory consist of purchase of products, transportation, and warehousing. We establish provisions for excess or inventory near expiration are based on management’s estimates of forecast turnover of inventories on hand and under contract. A significant change in the timing or level of demand for certain products as compared to forecast amounts may result in recording additional provisions for excess or expired inventory in the future. Provisions for excess inventory are included in cost of goods sold and have historically been adequate to provide for losses on inventory. We manage inventory levels and purchase commitments in an effort to maximize utilization of inventory on hand and under commitments. The amount of our reserve was $ 66,146 223,223 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 Depreciation expense totaled $ 182,886 156,766 Schedule of Property and equipment 2022 2021 Auto 45,420 — Machinery & equipment 1,108,870 1,108,870 Buildings & Tanks 282,988 279,543 Leasehold improvements 713,068 662,537 Office furniture & equipment 13,636 70,960 Total cost 2,163,983 2,121,911 Accumulated depreciation (1,674,385 ) (1,552,125 ) Property, plant & equipment, net 489,597 569,785 Excise taxes The Company pays alcohol excise taxes based on product sales to both the Oregon Liquor Control Commission and to the U.S. Department of the Treasury, Alcohol and Tobacco Tax and Trade Bureau (TTB). The company 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. Employee Retention Credit (“ERC”) The CARES Act provides an employee retention credit (“CARES Employee Retention credit”), which is a refundable tax credit against certain employment taxes of up to $ 5,000 50 10,000 70 10,000 211,300 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, 2022 and December 31, 2021, 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. 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 Other General and Administrative Expenses Other General and Administrative expenses includes Amazon selling fees, royalty cost for selling TapouT, cost of transportation from production site to other 3 rd Stock-Based Compensation We account for stock-based compensation in accordance with ASC 718,” Compensation - Stock Compensation” We measure stock-based awards at the grant-date fair value for employees, directors and consultants and recognizes compensation expense on a straight-line basis over the vesting period of the award. Determining the appropriate fair value of stock-based awards requires the input of subjective assumptions, including the fair value of our common stock, and for stock options and warrants, the expected life of the option and warrant, and expected stock price volatility and exercise price. We used the Black-Scholes option pricing model to value its stock-based awards. The assumptions used in calculating the fair value of stock-based awards represent management’s best estimates and involve inherent uncertainties and the application of management’s judgment. As a result, if factors change and management uses different assumptions, stock-based compensation expense could be materially different for future awards. The expected life of stock options/warrants were estimated using the “simplified method,” which calculates the expected term as the midpoint between the weighted average time to vesting and the contractual maturity, we have limited historical information to develop reasonable expectations about future exercise patterns. The simplified method is based on the average of the vesting tranches and the contractual life of each grant. For stock price volatility, we use comparable public companies as a basis for its expected volatility to calculate the fair value of award. The risk-free interest rate is based on U.S. Treasury notes with a term approximating the expected life of the award. The estimation of the number of awards that will ultimately vest requires judgment, and to the extent actual results or updated estimates differ from the Company’s current estimates, such amounts are recognized as an adjustment in the period in which estimates are revised. Income Taxes We use the liability method of accounting for income taxes as set forth in ASC 740,” Income Taxes” 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 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, 2022 and December 31, 2021. 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 but have not been exercised totaling 14,343,896 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 $ 732,618 728,045 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. 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 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 foreign currency translation net loss during the year ended December 31, 2022 of $ 20,472 Recent Accounting Pronouncements Management does not believe that any other recently issued, but not yet effective, accounting standards could have a material effect on the accompanying financial statements. As new accounting pronouncements are issued, we will adopt those that are applicable under the circumstances. |
Liquidity, Capital Resources an
Liquidity, Capital Resources and Going Concern Considerations | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Liquidity, Capital Resources and Going Concern Considerations | Note 3 – Liquidity, Capital Resources and Going Concern Considerations During 2022, the Company received approximately $ 12.8 4.0 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 Company’s ability to meet its obligations as they come due in the normal course of business. The Company sustained a net loss of approximately $ 21.7 14.1 Management believes that its current available resources will be sufficient to fund the Company’s planned expenditures over the next 12 months. However, 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 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 determine it shall be unable to continue as a going concern. |
Notes Payable, Related Party No
Notes Payable, Related Party Notes Payable, and Revenue Financing Arrangements | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Notes Payable, Related Party Notes Payable, and Revenue Financing Arrangements | 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 December 31, 2022 December 31, 2021 Notes Payable In March 2014, we entered into a short-term loan agreement with an entity in the amount of $ 200,000 272,584 0.94 8 % 200,000 200,000 In September 2021, we entered into a twelve-month loan with a company in the amount of $ 208,000 4.8 % — 116,478 In December 2020, we entered into a 56 month loan with a company in the amount of $ 1,578,237 17 % 1,044,445 1,423,334 In April 2021, we entered into a six-month loan with a individual in the amount of $ 84,000 7 % 84,000 84,000 In April 2021, we entered into a six-month loan with a individual in the amount of $ 84,000 7 % 84,000 84,000 In May 2021, we entered into a six-month loan with a individual in the amount of $ 50,000 7 % 50,000 50,000 In May 2021, we entered into a six-month loan with a individual in the amount of $ 500,000 7 % — 500,000 In May 2021, we entered into a six-month loan with an individual in the amount of $ 10,000 7 % 10,000 10,000 In May 2021, we entered into a six-month loan with a individual in the amount of $ 200,000 7 % — 200,000 In November 2021, we entered into a one-year loan with a individual in the amount of $ 300,000 7 % — 300,000 In August 2022, we entered into a 56-months auto loan in the amount of $ 45,420 2.35 % 42,396 — In December 2022, we entered into an eighteen-month loan with an individual in the amount of $ 100,000 12 % 100,000 — In December 2022, we entered into an eighteen-month loan with an individual in the amount of $ 250,000 12 % 250,000 — In December 2022, we entered into an eighteen-month loan with an individual in the amount of $ 1,000,000 12 % 1,000,000 — In December 2022, we entered into an eighteen-month loan with an individual in the amount of $ 250,000 12 % 250,000 — In December 2022, we entered into an eighteen-month loan with an individual in the amount of $ 250,000 12 % 250,000 — In December 2022, we entered into an eighteen-month loan with an individual in the amount of $ 250,000 12 % 250,000 — In December 2022, we entered into an eighteen-month loan with an individual in the amount of $ 400,000 12 % 400,000 — In December 2022, we entered into an eighteen-month loan with an individual in the amount of $ 1,500,000 12 % 1,500,000 — Total notes payable $ 5,514,841 $ 2,967,812 Less notes discount ( 1,898,265 ) — Less current portion (1,080,257 ) (2,967,812 ) Long-term notes payable $ 2,536,319 $ — Interest expense on notes payable was $ 217,123 376,572 141,591 171,452 Notes discount of $ 1,898,265 Schedule of Notes payable Interest Rate December December Related Parties Notes Payable In December 2020, we entered into an 18 month loan with an individual in the amount of $ 2,000,000 2.0 — 653,081 Less current portion — ( 653,081 ) Long-term notes payable $ — $ — Interest expense on related party notes payable was $ 5,407 26,409 |
Licensing Agreement and Royalty
Licensing Agreement and Royalty Payable | 12 Months Ended |
Dec. 31, 2022 | |
Licensing Agreement And Royalty Payable | |
Licensing Agreement and Royalty Payable | 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 2022 and 2021, we are required to make monthly payments of $ 54,450 49,500 There were no 653,400 594,000 In connection with the Copa APA, we acquired the license to certain patents from 1/4 Vin SARL (“1/4 Vin”) On February 16, 2018, the 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 10 |
Stockholders_ Equity
Stockholders’ Equity | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Stockholders’ Equity | Note 6 – Stockholders’ Equity Common Stock During the twelve-months ended December 31, 2022, we issued 4,596,129 1,834,404 380,959 377,796 300,000 Private Placement Memorandum (PPM) In January 2021, the Board of Directors approved a private placement offering of 1,212,121 3.30 1,212,355 606,179 4,000,000 In July 2022, we issued 100,000 1.10 200,000 1.00 100 In December 2022, we issued Convertible Notes for 4,000,000 1.00 4,000,000 0.25 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 1,151,000 2.56 1,899,509 Total 1,151,000 2.56 1,899,509 On August 2020, the Board adopted the 2020 Stock Incentive Plan (the “2020 Plan”), which provides for the grant of Options, Restricted Stock Awards, Stock Appreciation Rights, Performance Units and Performance Bonuses to consultants and eligible recipients. Notes to the Consolidated Financial Statements The following is a summary of the Company’s stock option activity: Schedule of stock option activity Options December 31, 2022 December 31, 2021 Balance - beginning of the year 1,065,000 $ 2.60 Granted 146,000 2.31 1,065,000 $ 2.60 Exercises Cancelled 60,000 2.60 Balance - end of the year 1,151,000 $ 2.56 1,065,000 $ 2.60 Exercisable – end of year 732,746 $ 2.58 334,998 $ 2.60 In September 2021 we granted 1,065,000 In May 2022, we granted 146,000 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 December 31, 2022 December 31, 2021 Risk-free interest rates 0.84 % 2.99 % Exercise price $ 2.60 $ 2.31 Expected life 5 10 Expected volatility 160.0 % 228.3 % Expected dividends During the year ended December 31, 2022, 397,748 2.55 1,146,965 $ 3,971,926 At December 31, 2022, there was 418,254 $ 2.54 379,144 0.84 The following is a summary of the Company’s Warrant activity Schedule of warrant activity Warrants December 31, 2022 December 31, 2021 Balance beginning of the year 10,143,896 $ 2.51 6,213,898 $ 2.11 Granted 4,200,000 0.25 3,929,998 3.29 Exercises Cancelled Balance - end of the year 14,343,896 $ 1.85 10,143,896 $ 2.51 In January 2021 we issued 606,179 1,212,121 In May 2021 we granted 333,333 We issued 3,750,000 3,750,000 150,000 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 December 31, 2022 December 31, 2021 Risk-free interest rates 3.99 0.93 % Exercise price $ 0.96 $ 1.85 Expected life 5 5 Expected volatility 228.3 165.3 % Expected dividends — |
Related Parties
Related Parties | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Parties | 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 There were related party notes payable in the amount of $ 0.7 |
Investment in Salt Tequila USA,
Investment in Salt Tequila USA, LLC | 12 Months Ended |
Dec. 31, 2022 | |
Investments, All Other Investments [Abstract] | |
Investment in Salt Tequila USA, LLC | 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 37.5 Splash Beverage Group, Inc. Notes to the Consolidated Financial Statements |
Lease
Lease | 12 Months Ended |
Dec. 31, 2022 | |
Lease | |
Lease | Note 9 – Lease We have various operating lease agreements primarily related to real estate and office. Our real estate leases represent a majority of our lease liability. Our lease payments are mainly fixed. Any variable lease payments, including utilities, common area maintenance are expensed during the period incurred. Variable lease costs were immaterial for the years ended December 31, 2022 and 2021. 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 $ 315,980 277,525 The following table sets for the maturities of our operating lease liabilities and reconciles the respective undiscounted payments to the operating lease liabilities in the consolidated balance sheet at December 31, 2022: Maturities of lease liabilities Undiscounted Future Minimum Lease Payments Operating Lease 2023 $ 298,442 2024 252,000 2025 252,000 Total 802,442 Amount representing imputed interest (53,027 ) Total operating lease liability 749,415 Current portion of operating lease liability (268,749) Operating lease liability, non-current $ 480,666 The table below presents information for lease costs related to our operating leases at December 31, 2022: Schedule of lease costs Operating lease cost: Amortization of leased assets $ 623,232 Interest of lease liabilities 94,081 Total operating lease cost $ 717,313 The operating lease cost at December 31, 2022 was $ 315,980 277,525 The table below presents lease- related terms and discount rates at December 31, 2022: Summary of lease-related terms and discount rates Remaining term on leases 1 36 Incremented borrowing rate 5.0 % |
Segment Reporting
Segment Reporting | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
Segment Reporting | Note 10 – Segment Reporting We have two reportable operating segments: (1) the manufacture and distribution of non-alcoholic and spirits brand 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 Executive Officer and Chief Financial Officer. Our medical device business was discontinued in 2021. Schedule of Segment Reporting Information Revenue For the period ended, December 31, For the period ended, December 31, Splash Beverage Group $ 4,759,586 $ 4,459,409 E-Commerce 13,327,900 6,856,593 Total Revenues continuing operations $ 18,087,486 $ 11,316,002 Total Revenues discontinuing operations $ 385,174 $ 1,112,878 Contribution after Marketing expenses 2022 2021 Splash Beverage Group $ (2,202,790 ) $ 242,045 E-Commerce 5,314,767 2,887,889 Total Contribution after Marketing expenses continuing operations 3,111,977 3,129,934 Contracted services 1,505,788 1,584,830 Salary and wages 4,179,403 3,807,492 Non-cash share-based compensation 7,409,884 18,395,488 Other general and administrative 11,411,535 8,425,046 Loss from continuing operations $ (21,394,633) $ (29,082,922) Total Assets December 31, 2022 December 31, 2021 Splash Beverage Group $ 14,723,553 $ 14,998,597 E-Commerce 2,581,150 913,312 Medical Devices – Discontinued — 473,461 Total Assets $ 17,304,703 $ 16,385,370 Splash Beverage Group revenue increased for the year ending December 31, 2022 versus December 31, 2021 by $0.3m or 6.7% with largest contribution from TapouT and Pulpoloco. Contribution after Marketing expenses declined by $2.4m for the year ending December 31, 2022 versus December 31, 2021 driven by raw material cost increases and faster growth of lower margin brands affecting the overall mix of sales. E-Commerce revenue increased for the year ending December 31, 2022 versus December 31, 2021 by $6.4m driven by expanded territory coverage, new products being sold and increased cart size when customers checking out. Contribution after Marketing expenses increased by $2.4m due to increased sales partially offset by cost increases. |
Commitment and Contingencies
Commitment and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitment and Contingencies | 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. |
Registration Statement
Registration Statement | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Registration Statement | 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 3.6 3.1 Representative’s Warrants On June 15, 2021, pursuant to the Underwriting Agreement, the Company issued the Representative’s Warrants to purchase up to an aggregate of 150,000 4.60 |
Tax Provision
Tax Provision | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Tax Provision | 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 to 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, 2022, the Company’s net operating loss carryforward for Federal income tax purposes was $ 89,794,180 There was no 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 2022 2021 Federal Statutory Tax Rate 21.00 % 21.00 % Permanent Differences (3.80 )% (4.00 )% Change in Valuation Allowance (17.20 )% (17.00 )% 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 and Liabilities 2022 2021 Deferred Tax Assets: Net Operating Losses $ 22,758,336 $ 18,430,306 Deferred Rent 380 380 Accrued Interest/Interest Expense Limitation 1,263,639 1,145,380 Total deferred tax assets 24,022,355 19,576,065 Deferred Tax Liabilities: Depreciation (93,476 ) (139,828 ) Total deferred tax liabilities (93,476 ) (139,828 ) Less: Valuation allowance (23,928,879 ) (19,436,237 ) 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 2022. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 14 – Subsequent Events In February 2023 the $ 200,000 302,667 In February 2023 the Company received $ 2.0 3.5 In February 2023 the Company transferred cash in bank deposits accounts to the maximum federally insured limits of $ 250,000 563,498 We have notes that expire in 2023 that we will extend or payoff. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Consolidation | 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. 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 | 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 | 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 Our cash in bank deposit accounts, at times, may exceed federally insured limits of $ 250,000 1,941 |
Accounts Receivable and Allowance for Doubtful Accounts | 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, 2022 and December 31, 2021, our accounts receivable amounts are reflected net of allowances of $ 13,683 45,203 |
Inventory | 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, 2022 and December 31, 2021 consisted of raw materials, work-in-process, and finished goods held for distribution. The cost elements of inventory consist of purchase of products, transportation, and warehousing. We establish provisions for excess or inventory near expiration are based on management’s estimates of forecast turnover of inventories on hand and under contract. A significant change in the timing or level of demand for certain products as compared to forecast amounts may result in recording additional provisions for excess or expired inventory in the future. Provisions for excess inventory are included in cost of goods sold and have historically been adequate to provide for losses on inventory. We manage inventory levels and purchase commitments in an effort to maximize utilization of inventory on hand and under commitments. The amount of our reserve was $ 66,146 223,223 |
Property and Equipment | 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 Depreciation expense totaled $ 182,886 156,766 Schedule of Property and equipment 2022 2021 Auto 45,420 — Machinery & equipment 1,108,870 1,108,870 Buildings & Tanks 282,988 279,543 Leasehold improvements 713,068 662,537 Office furniture & equipment 13,636 70,960 Total cost 2,163,983 2,121,911 Accumulated depreciation (1,674,385 ) (1,552,125 ) Property, plant & equipment, net 489,597 569,785 |
Excise taxes | 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. |
Employee Retention Credit (“ERC”) | Employee Retention Credit (“ERC”) The CARES Act provides an employee retention credit (“CARES Employee Retention credit”), which is a refundable tax credit against certain employment taxes of up to $ 5,000 50 10,000 70 10,000 211,300 |
Fair Value of Financial Instruments | 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, 2022 and December 31, 2021, consistent with recent negotiations of notes payable and due to the short duration of maturities. |
Revenue Recognition | Revenue Recognition We recognize revenue under ASC 606, Revenue from Contracts with Customers (Topic 606). This guidance sets forth a five-step model which depicts the recognition of revenue in an amount that reflects what we expect to receive in exchange for the transfer of goods or services to customers. We recognize revenue when our performance obligations under the terms of a contract with the customer are satisfied. Product sales occur once control of our products is transferred upon delivery to the customer. Revenue is measured as the amount of consideration that we expect to receive in exchange for transferring goods and is presented net of provisions for customer returns and allowances. The amount of consideration we receive and revenue we recognize varies with changes in customer incentives we offer to our customers and their customers. Sales taxes and other similar taxes are excluded from revenue. Distribution expenses to transport our products, and warehousing expense after manufacture are accounted for in Other General and Administrative cost. |
Cost of Goods Sold | 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 |
Other General and Administrative Expenses | Other General and Administrative Expenses Other General and Administrative expenses includes Amazon selling fees, royalty cost for selling TapouT, cost of transportation from production site to other 3 rd |
Stock-Based Compensation | Stock-Based Compensation We account for stock-based compensation in accordance with ASC 718,” Compensation - Stock Compensation” We measure stock-based awards at the grant-date fair value for employees, directors and consultants and recognizes compensation expense on a straight-line basis over the vesting period of the award. Determining the appropriate fair value of stock-based awards requires the input of subjective assumptions, including the fair value of our common stock, and for stock options and warrants, the expected life of the option and warrant, and expected stock price volatility and exercise price. We used the Black-Scholes option pricing model to value its stock-based awards. The assumptions used in calculating the fair value of stock-based awards represent management’s best estimates and involve inherent uncertainties and the application of management’s judgment. As a result, if factors change and management uses different assumptions, stock-based compensation expense could be materially different for future awards. The expected life of stock options/warrants were estimated using the “simplified method,” which calculates the expected term as the midpoint between the weighted average time to vesting and the contractual maturity, we have limited historical information to develop reasonable expectations about future exercise patterns. The simplified method is based on the average of the vesting tranches and the contractual life of each grant. For stock price volatility, we use comparable public companies as a basis for its expected volatility to calculate the fair value of award. The risk-free interest rate is based on U.S. Treasury notes with a term approximating the expected life of the award. The estimation of the number of awards that will ultimately vest requires judgment, and to the extent actual results or updated estimates differ from the Company’s current estimates, such amounts are recognized as an adjustment in the period in which estimates are revised. |
Income Taxes | Income Taxes We use the liability method of accounting for income taxes as set forth in ASC 740,” Income Taxes” 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 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, 2022 and December 31, 2021. See not 13. |
Net income (loss) per share | 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 but have not been exercised totaling 14,343,896 |
Advertising | 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 $ 732,618 728,045 |
Goodwill and other intangibles | 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. |
Long-lived assets | 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 Currency Gain/Losses 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 foreign currency translation net loss during the year ended December 31, 2022 of $ 20,472 |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Management does not believe that any other recently issued, but not yet effective, accounting standards could have a material effect on the accompanying financial statements. As new accounting pronouncements are issued, we will adopt those that are applicable under the circumstances. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Property and equipment | Schedule of Property and equipment 2022 2021 Auto 45,420 — Machinery & equipment 1,108,870 1,108,870 Buildings & Tanks 282,988 279,543 Leasehold improvements 713,068 662,537 Office furniture & equipment 13,636 70,960 Total cost 2,163,983 2,121,911 Accumulated depreciation (1,674,385 ) (1,552,125 ) Property, plant & equipment, net 489,597 569,785 |
Notes Payable, Related Party _2
Notes Payable, Related Party Notes Payable, and Revenue Financing Arrangements (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Short-Term Debt [Line Items] | |
Schedule of Notes payable | Schedule of Notes payable Interest December 31, 2022 December 31, 2021 Notes Payable In March 2014, we entered into a short-term loan agreement with an entity in the amount of $ 200,000 272,584 0.94 8 % 200,000 200,000 In September 2021, we entered into a twelve-month loan with a company in the amount of $ 208,000 4.8 % — 116,478 In December 2020, we entered into a 56 month loan with a company in the amount of $ 1,578,237 17 % 1,044,445 1,423,334 In April 2021, we entered into a six-month loan with a individual in the amount of $ 84,000 7 % 84,000 84,000 In April 2021, we entered into a six-month loan with a individual in the amount of $ 84,000 7 % 84,000 84,000 In May 2021, we entered into a six-month loan with a individual in the amount of $ 50,000 7 % 50,000 50,000 In May 2021, we entered into a six-month loan with a individual in the amount of $ 500,000 7 % — 500,000 In May 2021, we entered into a six-month loan with an individual in the amount of $ 10,000 7 % 10,000 10,000 In May 2021, we entered into a six-month loan with a individual in the amount of $ 200,000 7 % — 200,000 In November 2021, we entered into a one-year loan with a individual in the amount of $ 300,000 7 % — 300,000 In August 2022, we entered into a 56-months auto loan in the amount of $ 45,420 2.35 % 42,396 — In December 2022, we entered into an eighteen-month loan with an individual in the amount of $ 100,000 12 % 100,000 — In December 2022, we entered into an eighteen-month loan with an individual in the amount of $ 250,000 12 % 250,000 — In December 2022, we entered into an eighteen-month loan with an individual in the amount of $ 1,000,000 12 % 1,000,000 — In December 2022, we entered into an eighteen-month loan with an individual in the amount of $ 250,000 12 % 250,000 — In December 2022, we entered into an eighteen-month loan with an individual in the amount of $ 250,000 12 % 250,000 — In December 2022, we entered into an eighteen-month loan with an individual in the amount of $ 250,000 12 % 250,000 — In December 2022, we entered into an eighteen-month loan with an individual in the amount of $ 400,000 12 % 400,000 — In December 2022, we entered into an eighteen-month loan with an individual in the amount of $ 1,500,000 12 % 1,500,000 — Total notes payable $ 5,514,841 $ 2,967,812 Less notes discount ( 1,898,265 ) — Less current portion (1,080,257 ) (2,967,812 ) Long-term notes payable $ 2,536,319 $ — |
Related Party Notes Payable [Member] | |
Short-Term Debt [Line Items] | |
Schedule of Notes payable | Schedule of Notes payable Interest Rate December December Related Parties Notes Payable In December 2020, we entered into an 18 month loan with an individual in the amount of $ 2,000,000 2.0 — 653,081 Less current portion — ( 653,081 ) Long-term notes payable $ — $ — |
Stockholders_ Equity (Tables)
Stockholders’ Equity (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Schedule of stock option plan | 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 1,151,000 2.56 1,899,509 Total 1,151,000 2.56 1,899,509 |
Schedule of stock option assumption | Schedule of stock option assumption December 31, 2022 December 31, 2021 Risk-free interest rates 0.84 % 2.99 % Exercise price $ 2.60 $ 2.31 Expected life 5 10 Expected volatility 160.0 % 228.3 % Expected dividends |
Schedule of warrant activity | Schedule of warrant activity Warrants December 31, 2022 December 31, 2021 Balance beginning of the year 10,143,896 $ 2.51 6,213,898 $ 2.11 Granted 4,200,000 0.25 3,929,998 3.29 Exercises Cancelled Balance - end of the year 14,343,896 $ 1.85 10,143,896 $ 2.51 |
Schedule of assumptions used in Black-Scholes option pricing model | Schedule of assumptions used in Black-Scholes option pricing model December 31, 2022 December 31, 2021 Risk-free interest rates 3.99 0.93 % Exercise price $ 0.96 $ 1.85 Expected life 5 5 Expected volatility 228.3 165.3 % Expected dividends — |
Equity Option [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Schedule of stock option activity | Schedule of stock option activity Options December 31, 2022 December 31, 2021 Balance - beginning of the year 1,065,000 $ 2.60 Granted 146,000 2.31 1,065,000 $ 2.60 Exercises Cancelled 60,000 2.60 Balance - end of the year 1,151,000 $ 2.56 1,065,000 $ 2.60 Exercisable – end of year 732,746 $ 2.58 334,998 $ 2.60 |
Lease (Tables)
Lease (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Lease | |
Maturities of lease liabilities | Maturities of lease liabilities Undiscounted Future Minimum Lease Payments Operating Lease 2023 $ 298,442 2024 252,000 2025 252,000 Total 802,442 Amount representing imputed interest (53,027 ) Total operating lease liability 749,415 Current portion of operating lease liability (268,749) Operating lease liability, non-current $ 480,666 |
Schedule of lease costs | Schedule of lease costs Operating lease cost: Amortization of leased assets $ 623,232 Interest of lease liabilities 94,081 Total operating lease cost $ 717,313 |
Summary of lease-related terms and discount rates | Summary of lease-related terms and discount rates Remaining term on leases 1 36 Incremented borrowing rate 5.0 % |
Segment Reporting (Tables)
Segment Reporting (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information | Schedule of Segment Reporting Information Revenue For the period ended, December 31, For the period ended, December 31, Splash Beverage Group $ 4,759,586 $ 4,459,409 E-Commerce 13,327,900 6,856,593 Total Revenues continuing operations $ 18,087,486 $ 11,316,002 Total Revenues discontinuing operations $ 385,174 $ 1,112,878 Contribution after Marketing expenses 2022 2021 Splash Beverage Group $ (2,202,790 ) $ 242,045 E-Commerce 5,314,767 2,887,889 Total Contribution after Marketing expenses continuing operations 3,111,977 3,129,934 Contracted services 1,505,788 1,584,830 Salary and wages 4,179,403 3,807,492 Non-cash share-based compensation 7,409,884 18,395,488 Other general and administrative 11,411,535 8,425,046 Loss from continuing operations $ (21,394,633) $ (29,082,922) Total Assets December 31, 2022 December 31, 2021 Splash Beverage Group $ 14,723,553 $ 14,998,597 E-Commerce 2,581,150 913,312 Medical Devices – Discontinued — 473,461 Total Assets $ 17,304,703 $ 16,385,370 |
Tax Provision (Tables)
Tax Provision (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Effective Income Tax Rate Reconciliation | Schedule of Effective Income Tax Rate Reconciliation 2022 2021 Federal Statutory Tax Rate 21.00 % 21.00 % Permanent Differences (3.80 )% (4.00 )% Change in Valuation Allowance (17.20 )% (17.00 )% Net deferred tax asset — — |
Schedule of Deferred Tax Assets and Liabilities | Schedule of Deferred Tax Assets and Liabilities 2022 2021 Deferred Tax Assets: Net Operating Losses $ 22,758,336 $ 18,430,306 Deferred Rent 380 380 Accrued Interest/Interest Expense Limitation 1,263,639 1,145,380 Total deferred tax assets 24,022,355 19,576,065 Deferred Tax Liabilities: Depreciation (93,476 ) (139,828 ) Total deferred tax liabilities (93,476 ) (139,828 ) Less: Valuation allowance (23,928,879 ) (19,436,237 ) Total Net Deferred Tax Assets $ — $ — |
Business Organization and Nat_2
Business Organization and Nature of Operations (Details Narrative) - Copa Di Vino Corporation [Member] | 1 Months Ended |
Dec. 24, 2020 USD ($) | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Convertible Note | $ 2,000,000 |
Asset Purchase Agreement [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Total purchase price | 5,980,000 |
Cash Consideration | $ 2,000,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, at cost | $ 2,163,983 | $ 2,121,911 |
Accumulated depreciation | (1,674,385) | (1,552,125) |
Property and equipment, net | 489,597 | 569,785 |
Auto [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, at cost | 45,420 | 0 |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, at cost | 1,108,870 | 1,108,870 |
Building [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, at cost | 282,988 | 279,543 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, at cost | 713,068 | 662,537 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, at cost | $ 13,636 | $ 70,960 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | |||
Cash equivalents | $ 0 | $ 0 | |
Cash, FDIC Insured Amount | 250,000 | ||
Cash, Uninsured Amount | 1,941 | ||
Accounts Receivable, net | 13,683 | 45,203 | |
Inventory reserves | 66,146 | 223,223 | |
Depreciation expense | 182,886 | 156,766 | |
Employment taxes | $ 5,000 | ||
Tax credit percentage | 70% | 50% | |
Qualified wages per employee | $ 10,000 | $ 10,000 | |
Company qualifies for tax credit | $ 211,300 | ||
Tax benefit sustained | 50% | ||
Warrant shares granted | 14,343,896 | ||
Advertising expense | $ 732,618 | $ 728,045 | |
foreign currency translation net loss | $ 20,472 | ||
Minimum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and Equipment useful life | 3 years | ||
Maximum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and Equipment useful life | 20 years |
Liquidity, Capital Resources _2
Liquidity, Capital Resources and Going Concern Considerations (Details Narrative) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Proceeds from issuance of common stock | $ 12,800 |
Proceeds from issuance of debt1 | 4,000 |
Net loss | 21,700 |
Cash flows from operating activities | $ 14,100 |
Notes Payable, Related Party _3
Notes Payable, Related Party Notes Payable, Convertible Bridge Loans Payable, Revenue Financing Arrangements and Bridge Loan Payable (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Short-Term Debt [Line Items] | |||
Warrant issued | 150,000 | ||
Total notes payable | $ 5,514,841 | $ 2,967,812 | |
Less notes discount | 1,898,265 | 0 | |
Less current portion | (1,080,257) | (2,967,812) | |
Long-term notes payable | 2,536,319 | 0 | |
Less current portion | 0 | 653,081 | |
Long-term notes payable | 0 | 0 | |
Notes Payables 1 [Member] | |||
Short-Term Debt [Line Items] | |||
Principal amount | $ 200,000 | ||
Warrant issued | 272,584 | ||
Shares Issued, Price Per Share | $ 0.94 | ||
Interest Rate | 8% | ||
Total notes payable | $ 200,000 | 200,000 | |
Notes Payables 2 [Member] | |||
Short-Term Debt [Line Items] | |||
Principal amount | $ 208,000 | ||
Interest Rate | 4.80% | ||
Total notes payable | $ 0 | 116,478 | |
Notes Payables 3 [Member] | |||
Short-Term Debt [Line Items] | |||
Principal amount | $ 1,578,237 | ||
Interest Rate | 17% | ||
Total notes payable | $ 1,044,445 | 1,423,334 | |
Notes Payables 4 [Member] | |||
Short-Term Debt [Line Items] | |||
Principal amount | $ 84,000 | ||
Interest Rate | 7% | ||
Total notes payable | $ 84,000 | 84,000 | |
Notes Payables 5 [Member] | |||
Short-Term Debt [Line Items] | |||
Principal amount | $ 84,000 | ||
Interest Rate | 7% | ||
Total notes payable | $ 84,000 | 84,000 | |
Notes Payables 6 [Member] | |||
Short-Term Debt [Line Items] | |||
Principal amount | $ 50,000 | ||
Interest Rate | 7% | ||
Total notes payable | $ 50,000 | 50,000 | |
Notes Payables 7 [Member] | |||
Short-Term Debt [Line Items] | |||
Principal amount | $ 500,000 | ||
Interest Rate | 7% | ||
Total notes payable | $ 0 | 500,000 | |
Notes Payables 8 [Member] | |||
Short-Term Debt [Line Items] | |||
Principal amount | $ 10,000 | ||
Interest Rate | 7% | ||
Total notes payable | $ 10,000 | 10,000 | |
Notes Payables 9 [Member] | |||
Short-Term Debt [Line Items] | |||
Principal amount | $ 200,000 | ||
Interest Rate | 7% | ||
Total notes payable | $ 0 | 200,000 | |
Notes Payables 10 [Member] | |||
Short-Term Debt [Line Items] | |||
Principal amount | $ 300,000 | ||
Interest Rate | 7% | ||
Total notes payable | $ 0 | 300,000 | |
Notes Payables 11 [Member] | |||
Short-Term Debt [Line Items] | |||
Principal amount | $ 45,420 | ||
Interest Rate | 2.35% | ||
Total notes payable | $ 42,396 | 0 | |
Notes Payables 12 [Member] | |||
Short-Term Debt [Line Items] | |||
Principal amount | $ 100,000 | ||
Interest Rate | 12% | ||
Total notes payable | $ 100,000 | 0 | |
Notes Payables 13 [Member] | |||
Short-Term Debt [Line Items] | |||
Principal amount | $ 250,000 | ||
Interest Rate | 12% | ||
Total notes payable | $ 250,000 | 0 | |
Notes Payables 14 [Member] | |||
Short-Term Debt [Line Items] | |||
Principal amount | $ 1,000,000 | ||
Interest Rate | 12% | ||
Total notes payable | $ 1,000,000 | 0 | |
Notes Payables 15 [Member] | |||
Short-Term Debt [Line Items] | |||
Principal amount | $ 250,000 | ||
Interest Rate | 12% | ||
Total notes payable | $ 250,000 | 0 | |
Notes Payables 16 [Member] | |||
Short-Term Debt [Line Items] | |||
Principal amount | $ 250,000 | ||
Interest Rate | 12% | ||
Total notes payable | $ 250,000 | 0 | |
Notes Payables 17 [Member] | |||
Short-Term Debt [Line Items] | |||
Principal amount | $ 250,000 | ||
Interest Rate | 12% | ||
Total notes payable | $ 250,000 | 0 | |
Notes Payables 18 [Member] | |||
Short-Term Debt [Line Items] | |||
Principal amount | $ 400,000 | ||
Interest Rate | 12% | ||
Total notes payable | $ 400,000 | 0 | |
Notes Payables 19 [Member] | |||
Short-Term Debt [Line Items] | |||
Principal amount | $ 1,500,000 | ||
Interest Rate | 12% | ||
Total notes payable | $ 1,500,000 | 0 | |
Related Parties Notes Payable 1 [Member] | |||
Short-Term Debt [Line Items] | |||
Principal amount | $ 2,000,000 | ||
Interest Rate | 2% | ||
Total notes payable | $ 0 | $ 653,081 |
Notes Payable, Related Party _4
Notes Payable, Related Party Notes Payable, and Revenue Financing Arrangements (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Short-Term Debt [Line Items] | ||
Accrued interest | $ 141,591 | $ 171,452 |
Notes discount | 1,898,265 | |
Notes Payables [Member] | ||
Short-Term Debt [Line Items] | ||
Interest expense | 217,123 | 376,572 |
Accrued interest | 141,591 | 171,452 |
Related Parties Notes Payable [Member] | ||
Short-Term Debt [Line Items] | ||
Interest expense | $ 5,407 | $ 26,409 |
Licensing Agreement and Royal_2
Licensing Agreement and Royalty Payable (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Licensing Agreement And Royalty Payable | ||
Payment for Licensing | $ 54,450 | $ 49,500 |
Unpaid amount of royalties | 0 | 0 |
Minimum royalty payments | 653,400 | $ 594,000 |
Amortization | $ 31,000 | |
Amortization useful life | 10 years |
Stockholders' Equity (Details)
Stockholders' Equity (Details) | 12 Months Ended |
Dec. 31, 2022 $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of Shares to be Issued | 1,151,000 |
Weighted Average Exercise Price of Outstanding Stock Options and Warrants | $ / shares | $ 2.56 |
Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans | 1,899,509 |
Equity Compensation Plan [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of Shares to be Issued | 1,151,000 |
Weighted Average Exercise Price of Outstanding Stock Options and Warrants | $ / shares | $ 2.56 |
Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans | 1,899,509 |
Stockholders' Equity (Details 1
Stockholders' Equity (Details 1) - Equity Option [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Offsetting Assets [Line Items] | ||
Beginning balance | 1,065,000 | |
Weighted average exercise price, beginning balance | $ 2.60 | |
Granted | 146,000 | 1,065,000 |
Weighted average exercise price, Granted | $ 2.31 | $ 2.60 |
Exercises | ||
Weighted average exercise price, Exercises | ||
Cancelled | 60,000 | |
Weighted average exercise price, Cancelled | $ 2.60 | |
Ending balance | 1,151,000 | 1,065,000 |
Weighted average exercise price, ending balance | $ 2.56 | $ 2.60 |
Exercisable | 732,746 | 334,998 |
Weighted average exercise price, Exercisable | $ 2.58 | $ 2.60 |
Stockholders' Equity (Details 2
Stockholders' Equity (Details 2) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Equity [Abstract] | ||
Risk-free interest rates | 84% | 299% |
Exercise price | $ 2.60 | $ 2.31 |
Expected life | 5 years | 10 years |
Expected volatility | 160% | 228.30% |
Stockholders' Equity (Details 3
Stockholders' Equity (Details 3) - Warrant [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Beginning balance | 10,143,896 | 6,213,898 |
Weighted average exercise price, beginning balance | $ 2.51 | $ 2.11 |
Granted | 4,200,000 | 3,929,998 |
Weighted average exercise price, Granted | $ 0.25 | $ 3.29 |
Exercises | ||
Weighted average exercise price, Exercises | ||
Cancelled | ||
Weighted average exercise price, Cancelled | ||
Ending balance | 14,343,896 | 10,143,896 |
Weighted average exercise price, ending balance | $ 1.85 | $ 2.51 |
Stockholders' Equity (Details 4
Stockholders' Equity (Details 4) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Risk-free interest rates | 84% | 299% |
Exercise price | $ 2.60 | $ 2.31 |
Expected life | 5 years | 10 years |
Expected volatility | 160% | 228.30% |
Warrant [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Risk-free interest rates | 399% | 0.93% |
Exercise price | $ 0.96 | $ 1.85 |
Expected life | 5 years | 5 years |
Expected volatility | 228.30% | 165.30% |
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Dividend Rate |
Stockholders_ Equity (Details N
Stockholders’ Equity (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||
Jul. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | May 31, 2021 | Feb. 28, 2021 | Jan. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Stock Issued During Period, Shares, New Issues | 300,000 | |||||||
Warrants recevied | 606,179 | |||||||
Purchase of common stock | 4,000,000 | |||||||
Purchase of common stock price per share | $ 0.25 | |||||||
Options vested, shares | 397,748 | |||||||
Weighted average grant date fair value | $ 2.55 | |||||||
Stock compensation expense | $ 1,146,965 | $ 3,971,926 | ||||||
Options unvested | 418,254 | |||||||
Unvested with an average grant date fair value | $ 2.54 | |||||||
Unrecognized compensation costs | $ 379,144 | |||||||
Weighted average remaining years | 10 months 2 days | |||||||
Warrant issued | 150,000 | |||||||
Common Stock [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Warrant issued | 3,750,000 | 606,179 | ||||||
Common Stock [Member] | Director [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Warrant issued | 333,333 | |||||||
Common Stock [Member] | Employees [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Option granted | 1,065,000 | 146,000 | ||||||
IPO [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Number of shares issued for services | 1,834,404 | |||||||
Settlement Litigation [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Stock Issued During Period, Shares, New Issues | 380,959 | |||||||
Convertible Instruments [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Stock Issued During Period, Shares, New Issues | 377,796 | |||||||
Shares issued price per share | $ 1 | |||||||
Stock issued during period shares new issues | 4,000,000 | |||||||
Private Placement [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Stock Issued During Period, Shares, New Issues | 100,000 | 3,750,000 | 1,212,121 | 200,000 | ||||
Sale of Stock, Price Per Share | $ 3.30 | |||||||
Number of shares sale | 1,212,355 | |||||||
Proceeds from Issuance of Private Placement | $ 4,000,000 | |||||||
Shares issued price per share | $ 1.10 | $ 1 | ||||||
Warrant Coverage Percentage | 100% | |||||||
Common Stock [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Stock Issued During Period, Shares, New Issues | 4,596,129 | |||||||
Number of shares issued for services | 2,215,363 | 3,272,649 |
Related Parties (Details Narrat
Related Parties (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Short-Term Debt [Line Items] | ||
Credit facility | $ 1,578,237 | |
Related Parties Notes Payable [Member] | ||
Short-Term Debt [Line Items] | ||
Related party notes payable | $ 700,000 |
Investment in Salt Tequila US_2
Investment in Salt Tequila USA, LLC (Details Narrative) - S A L T Tequila U S A L L C [Member] | Dec. 31, 2022 |
Investment Interest Rate | 22.50% |
Noncontrolling Interest, Ownership Percentage by Parent | 37.50% |
Operating Lease Obligations (De
Operating Lease Obligations (Details) | Dec. 31, 2022 USD ($) |
Lease | |
2023 | $ 298,442 |
2024 | 252,000 |
2025 | 252,000 |
Total | 802,442 |
Amount representing imputed interest | (53,027) |
Total operating lease liability | 749,415 |
Current portion of operating lease liability | (268,749) |
Operating lease liability, non-current | $ 480,666 |
Operating Lease Obligations (_2
Operating Lease Obligations (Details 1) | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Operating lease cost: | |
Amortization of leased assets | $ 623,232 |
Interest of lease liabilities | 94,081 |
Total operating lease cost | $ 717,313 |
Operating Lease Obligations (_3
Operating Lease Obligations (Details 2) | Dec. 31, 2022 |
Operating Lease, Weighted Average Discount Rate, Percent | 5% |
Minimum [Member] | |
Lessee, Operating Lease, Remaining Lease Term | 1 month |
Maximum [Member] | |
Lessee, Operating Lease, Remaining Lease Term | 36 months |
Lease (Details Narrative)
Lease (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Lease | ||
Operating lease cost | $ 315,980 | $ 277,525 |
Operating lease cost | $ 315,980 | $ 277,525 |
Segment Reporting (Details)
Segment Reporting (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue from External Customer [Line Items] | ||
Total net revenues continuing operations | $ 18,087,486 | $ 11,316,002 |
Total net revenues discontinued operations | 385,174 | 1,112,878 |
Total Contribution after Marketing expenses continuing operations | 3,111,977 | 3,129,934 |
Contracted services | 1,505,788 | 1,584,830 |
Salary and wages | 4,179,403 | 3,807,492 |
Non-cash share-based compensation | 7,409,884 | 18,395,488 |
Other general and administrative | 11,411,535 | 8,425,046 |
Loss from continuing operations | (21,394,633) | (29,082,922) |
Total assets | 17,304,703 | 16,385,370 |
Splash Beverage Group [Member] | ||
Revenue from External Customer [Line Items] | ||
Total net revenues continuing operations | 4,759,586 | 4,459,409 |
Total Contribution after Marketing expenses continuing operations | (2,202,790) | 242,045 |
Total assets | 14,723,553 | 14,998,597 |
E Commerce [Member] | ||
Revenue from External Customer [Line Items] | ||
Total net revenues continuing operations | 13,327,900 | 6,856,593 |
Total Contribution after Marketing expenses continuing operations | 5,314,767 | 2,887,889 |
Total assets | 2,581,150 | 913,312 |
Medical Devices Discontinued [Member] | ||
Revenue from External Customer [Line Items] | ||
Total assets | $ 0 | $ 473,461 |
Registration Statement (Details
Registration Statement (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | |
Sep. 22, 2022 | Jun. 15, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Sale of stock | 2,296,129 | |
Gross proceeds | $ 3,600 | |
Net proceeds | $ 3,100 | |
Number of warrants purchased | 150,000 | |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 4.60 |
Tax Provision (Details)
Tax Provision (Details) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Federal Statutory Tax Rate | 21% | 21% |
Permanent Differences | (3.80%) | (4.00%) |
Change in Valuation Allowance | (17.20%) | (17.00%) |
Net deferred tax asset | 0% | 0% |
Tax Provision (Details 1)
Tax Provision (Details 1) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred Tax Assets: | ||
Net Operating Losses | $ 22,758,336 | $ 18,430,306 |
Deferred Rent | 380 | 380 |
Accrued Interest/Interest Expense Limitation | 1,263,639 | 1,145,380 |
Total deferred tax assets | 24,022,355 | 19,576,065 |
Deferred Tax Liabilities: | ||
Depreciation | (93,476) | (139,828) |
Total deferred tax liabilities | (93,476) | (139,828) |
Less: Valuation allowance | (23,928,879) | (19,436,237) |
Total Net Deferred Tax Assets | $ 0 | $ 0 |
Tax Provision (Details Narrativ
Tax Provision (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforward | $ 89,794,180 | |
Provision for income taxes | $ 0 | $ 0 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) shares in Thousands | 1 Months Ended | |||
Feb. 28, 2023 | Mar. 29, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Subsequent Event [Line Items] | ||||
Notes Payable, Current | $ 1,080,257 | $ 2,667,812 | ||
Cash insured limit | $ 250,000 | |||
Cash uninsured limit | $ 1,941 | |||
Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Notes Payable, Current | $ 200,000 | |||
Repayments of Notes Payable | 302,667 | |||
Proceeds from convertible notes | $ 2,000,000 | |||
Conversion of shares, shares | 3,500 | |||
Cash insured limit | $ 250,000 | |||
Cash uninsured limit | $ 563,498 |