Cover
Cover - USD ($) | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Mar. 29, 2024 | Jun. 30, 2023 | |
Document Type | 10-K | |||
Amendment Flag | false | |||
Document Annual Report | true | |||
Document Transition Report | false | |||
Document Period End Date | Dec. 31, 2023 | |||
Document Fiscal Period Focus | FY | |||
Document Fiscal Year Focus | 2023 | |||
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 | $ 40,216,244 | |||
Entity Common Stock, Shares Outstanding | 45,129,687 | |||
ICFR Auditor Attestation Flag | false | |||
Document Financial Statement Error Correction [Flag] | false | |||
Auditor Firm ID | 468 | 229 | ||
Auditor Name | Rose, Snyder & Jacobs LLP | Daszkal Bolton LLP | ||
Auditor Location | Encino, CA | Florida | ||
Common Stock, $0.001 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, 2023 | Dec. 31, 2022 |
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 |
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 | 0 |
Notes payable, net of discounts | 7,748,518 | 1,080,257 |
Liability to issue shares | 0 | 91,800 |
Shareholder advances | 200,000 | 0 |
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 | 0 | 0 |
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) | (20,472) |
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 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
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 value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 300,000,000 | 300,000,000 |
Common stock, shares issued | 44,330,099 | 41,085,520 |
Common stock, shares outstanding | 44,330,099 | 41,085,520 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Statement [Abstract] | ||
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) | 0 |
Interest income | 2,634 | 6,068 |
Interest expense | (1,856,777) | (251,497) |
Amortization of debt discount | (3,832,628) | 0 |
Total other expense | (5,717,099) | (245,429) |
Provision for income taxes | 0 | 0 |
Net (loss) from continuing operations, net of tax | (21,003,757) | (21,640,062) |
Net (loss) income from discontinued operations, net of tax | 0 | (199,154) |
Gain on discontinued operations | 0 | 148,747 |
Net income (loss) from discontinued operations, net of tax | 0 | (50,407) |
Net loss | (21,003,757) | (21,690,469) |
Other comprehensive loss | ||
Foreign currency translation gain (loss) | 3,889 | (20,472) |
Total comprehensive loss | $ (20,999,868) | $ (21,710,941) |
Consolidated Statements of Op_2
Consolidated Statements of Operations (Parenthetical) - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Statement [Abstract] | ||
Loss per share - continuing operations, Basic | $ (0.49) | $ (0.58) |
Loss per share - continuing operations, Diluted | $ (0.49) | $ (0.58) |
Weighted average number of common shares outstanding - continuing operations, Basic | 42,449,631 | 37,389,990 |
Weighted average number of common shares outstanding - continuing operations, Diluted | 42,449,631 | 37,389,990 |
Income (loss) per share - discontinued operations, Basic | $ 0 | $ 0 |
Income (loss) per share - discontinued operations, Diluted | $ 0 | $ 0 |
Weighted average number of common shares outstanding - continuing operations, Basic | 42,449,631 | 37,389,990 |
Weighted average number of common shares outstanding - continuing operations, Diluted | 42,449,631 | 37,389,990 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | AOCI Attributable to Parent [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2021 | $ 33,596 | $ 99,480,188 | $ (90,640,557) | $ 8,873,227 | |
Beginning 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 | 3,468,937 | ||
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 for 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 | 121,632,547 | (20,472) | (112,331,026) | 9,322,134 |
Ending balance, shares at Dec. 31, 2022 | 41,085,520 | ||||
Note discount created from issuance of common stock and warrants on convertible instruments | $ 2,275 | 4,585,975 | 4,588,250 | ||
Note discount created from issuance of common stock and warrants on convertible instruments, shares | 2,275,000 | ||||
Share based compensation | 840,817 | 840,817 | |||
Conversion of notes payable to common stock | $ 453 | 229,891 | 230,344 | ||
Conversion of notes payable to common stock, shares | 452,914 | ||||
Issuance of common stock for services | $ 516 | 412,481 | 412,997 | ||
Issuance of common stock for services, shares | 516,665 | ||||
Accumulated Comprehensive Income - Translation | 3,889 | 3,889 | |||
Net loss | (21,003,757) | (21,003,757) | |||
Ending balance, value at Dec. 31, 2023 | $ 44,330 | $ 127,701,710 | $ (16,583) | $ (133,334,783) | $ (5,605,326) |
Ending balance, shares at Dec. 31, 2023 | 44,330,099 |
Consolidated Statements Cash Fl
Consolidated Statements Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Statement of Cash Flows [Abstract] | ||
Net loss | $ (21,003,757) | $ (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 | 0 |
Gain from sale of discontinued operation | 0 | 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 operations | 0 | (32,774) |
Cash Flows from Investing Activities: | ||
Capital Expenditures | (14,113) | (102,698) |
Net cash used in investing activities -– continuing operations | (14,113) | (102,698) |
Net cash used in investing activities - discontinued operations | 0 | 0 |
Cash Flows from Financing Activities: | ||
Proceeds from issuance of Common stock | 0 | 11,428,591 |
Cash advance (repayment) from shareholder | 200,000 | (390,500) |
Related party cash advance | 380,000 | 0 |
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 operations | 6,147,720 | 14,446,951 |
Net cash provided by financing activities - discontinued operations | 0 | 0 |
Net cash effect of exchange rate changes on cash | 3,889 | (20,472) |
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) | 0 | 1,514,911 |
Convertible notes payable and accrued interest converted to common stock (452,914 shares) | $ 230,000 | $ 0 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Pay vs Performance Disclosure [Table] | ||
Net Income (Loss) Attributable to Parent | $ (21,003,757) | $ (21,690,469) |
Business Organization and Natur
Business Organization and Nature of Operations | 12 Months Ended |
Dec. 31, 2023 | |
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 ® ® 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, 2023 | |
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 3.8 0 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, 2023 and December 31, 2022, our accounts receivable amounts are reflected net of allowances of $ 183,089 13,683 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 66,146 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 $ 153,908 182,886 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. 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 include 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 recognize compensation expense on a straight-line basis over the vesting period of the award. Determining the appropriate fair value of stock-based awards requires the input of subjective assumptions, including the fair value of our common stock, and for stock options and warrants, the expected life of the option and warrant, and expected stock price volatility and exercise price. We used the Black-Scholes option pricing model to value its stock-based awards. The assumptions used in calculating the fair value of stock-based awards represent management’s best estimates and involve inherent uncertainties and the application of management’s judgment. As a result, if factors change and management uses different assumptions, stock-based compensation expense could be materially different for future awards. The expected life of stock options/warrants were estimated using the “simplified method,” which calculates the expected term as the midpoint between the weighted average time to vesting and the contractual maturity, we have limited historical information to develop reasonable expectations about future exercise patterns. The simplified method is based on the average of the vesting tranches and the contractual life of each grant. For stock price volatility, we use comparable public companies as a basis for its expected volatility to calculate the fair value of award. The risk-free interest rate is based on U.S. Treasury notes with a term approximating the expected life of the award. The estimation of the number of awards that will ultimately vest requires judgment, and to the extent actual results or updated estimates differ from the Company’s current estimates, such amounts are recognized as an adjustment in the period in which estimates are revised. Income Taxes 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% 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 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 $ 1,721,547 732,618 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 December 31, 2023 Gross Accumulated Amortization Finite: (in years) Brands $ 4,459,000 $ 891,803 15 Customer Relationships 957,000 191,400 15 License 360,000 233,488 11 Total Intangible Assets $ 5,776,000 $ 1,316,691 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 12 392,068 Schedule of future intangible asset amortization expense useful lives Future Intangible Asset 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 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. |
Liquidity, Capital Resources an
Liquidity, Capital Resources and Going Concern Considerations | 12 Months Ended |
Dec. 31, 2023 | |
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 2023, the Company received $ 6.6 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 10.2 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. |
Notes Payable, Related Party No
Notes Payable, Related Party Notes Payable, and Revenue Financing Arrangements | 12 Months Ended |
Dec. 31, 2023 | |
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 Rate December 31, 2023 December 31, 2022 Notes Payable In March 2014, the Company entered into a short-term loan agreement with an entity in the amount of $ 200,000 272,584 0.94 8 % — 200,000 In December 2020, the Company entered into a 56- month loan with a company in the amount of $ 1,578,237 3.75 4.00 17 % 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 3.30 7 % 168,000 168,000 In May 2021, the Company entered into various six-month loans with individuals totaling in the amount of $ 60,000 3.30 7 % 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 $ 4,000,000 100 1.00 12 % 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 1,500,000 0.85 — % 1,769,656 — In May 2023, the Company entered into various eighteen-month loans with individuals totaling in the amount of $ 800,000 50 1.00 12 % 800,000 — In June 2023, the Company entered into various eighteen-month loans with individuals totaling in the amount of $ 350,000 50 1.00 12 % 350,000 — In July 2023, the Company entered into a twelve-month loan with an individual in the amount of $ 750,000 50 1.00 12 % 750,000 — In July 2023, the Company entered into a twelve-month loan with an individual in the amount of $ 100,000 50 1.00 12 % 100,000 — In August 2023, the Company entered into a twelve-month loan with an individual in the amount of $ 300,000 150,000 0.85 — 300,000 — In October 2023, the Company entered into a three-month loan with an individual in the amount of $ 500,000 10 % 500,000 — In October 2023, the Company entered into a loan with an individual in the amount of $ 196,725 — 91,785 — In October 2023, the Company entered into a loan with an individual in the amount of $ 130,000 17 — 88,431 — In October 2023, the Company entered into a eighteen-month loan with individuals totaling in the amount of $ 1,250,000 100 1.00 12 % 1,250,000 — In December 2023, we entered into a 2.5-month loan with an individual in the amount of $ 450,000 10 % 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 Interest expense on notes payable was $ 1,836,377 246,090 1,714,646 141,591 The Company’s effective interest rate was 60.17 As of December 31, 2023, the Company’s convertible note balances are convertible into 11,127,500 Notes discount of $ 2,876,387 1,898,265 Schedule of notes payable Interest Rate December December Shareholder Notes Payable In February 2023, we entered into a loan with an individual in the amount of $ 200,000 12 12 200,000 — Less current portion (200,000 ) — Long-term notes payable $ — $ — Interest expense on related party notes payable was $ 20,400 5,407 |
Licensing Agreement and Royalty
Licensing Agreement and Royalty Payable | 12 Months Ended |
Dec. 31, 2023 | |
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 2023 and 2022, we are required to make monthly payments of $ 55,000 54,450 There were no 660,000 653,400 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 ® 10 |
Stockholders_ Equity
Stockholders’ Equity | 12 Months Ended |
Dec. 31, 2023 | |
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 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 4,259,008 1.13 2,846,068 Total 4,259,008 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 1,679,812 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 The following is a summary of the Company’s stock option activity: Schedule of stock option activity Options December 31, 2023 December 31, 2022 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 4,259,008 $ 1.13 1,151,000 $ 2.56 Exercisable – December 31, 2023 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 146,000 336,926 In the three months ending June 30, 2023, the Company granted 3,376,008 1.13 6.0 264.3 3.6 4,134,008 1.12 2.56 6.3 266.7 3.6 7,348 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, 2023 December 31, 2022 Risk-free interest rates 0.84 % 0.84 % Exercise price $ 1.08 1.36 $ 2.60 Expected life 5 5 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 0 840,817 1,146,965 At December 31, 2023, there was approximately $ 300,000 0.84 The following is a summary of the Company’s Warrant activity Schedule of warrant activity Warrants December 31, 2023 December 31, 2022 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 December 31, 2023 December 31, 2022 Risk-free interest rates 3.84 % 3.99 % Exercise price $ 0.55 $ 0.96 Expected life 5 5 Expected volatility 228.3 % 228.3 % Expected dividends — — |
Related Parties
Related Parties | 12 Months Ended |
Dec. 31, 2023 | |
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 ® 1,578,237 371,693 989,702 757,554 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 $ 165,000 241,725 99,185 There were related party advances from our chief executive officer in the amount of $ 0.4 200,000 |
Investment in Salt Tequila USA,
Investment in Salt Tequila USA, LLC | 12 Months Ended |
Dec. 31, 2023 | |
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 |
Lease
Lease | 12 Months Ended |
Dec. 31, 2023 | |
Lease | |
Lease | 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 $ 363,890 315,980 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 Incremented borrowing rate 5.0 % |
Segment Reporting
Segment Reporting | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
Segment Reporting | 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, For the Year Ended, December 31, 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 operations 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 December 31, 2023 December 31, 2022 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. |
Commitment and Contingencies
Commitment and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
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, 2023 | |
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 Representative’s Warrants to purchase up to an aggregate of 150,000 4.60 |
Tax Provision
Tax Provision | 12 Months Ended |
Dec. 31, 2023 | |
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 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 90,921,071 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 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 — 380 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. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 14 – Subsequent Events In January 2024, the Company entered into a convertible note with an individual in the amount of $ 250,000 18 12 0.50 0.25 In January 2024, the Company entered into a commercial loan in the amount of $ 500,000 250,000 6.97 In February 2024, the Company entered into a convertible note with an individual in the amount of $ 150,000 18 12 0.40 0.25 In March 2024, the Company received a $ 109,000 0 We have notes that expire in 2024 that we plan to extend or payoff. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
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 3.8 0 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, 2023 and December 31, 2022, our accounts receivable amounts are reflected net of allowances of $ 183,089 13,683 |
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, 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 66,146 |
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 $ 153,908 182,886 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 | 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 | 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 | 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 include 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 recognize compensation expense on a straight-line basis over the vesting period of the award. Determining the appropriate fair value of stock-based awards requires the input of subjective assumptions, including the fair value of our common stock, and for stock options and warrants, the expected life of the option and warrant, and expected stock price volatility and exercise price. We used the Black-Scholes option pricing model to value its stock-based awards. The assumptions used in calculating the fair value of stock-based awards represent management’s best estimates and involve inherent uncertainties and the application of management’s judgment. As a result, if factors change and management uses different assumptions, stock-based compensation expense could be materially different for future awards. The expected life of stock options/warrants were estimated using the “simplified method,” which calculates the expected term as the midpoint between the weighted average time to vesting and the contractual maturity, we have limited historical information to develop reasonable expectations about future exercise patterns. The simplified method is based on the average of the vesting tranches and the contractual life of each grant. For stock price volatility, we use comparable public companies as a basis for its expected volatility to calculate the fair value of award. The risk-free interest rate is based on U.S. Treasury notes with a term approximating the expected life of the award. The estimation of the number of awards that will ultimately vest requires judgment, and to the extent actual results or updated estimates differ from the Company’s current estimates, such amounts are recognized as an adjustment in the period in which estimates are revised. |
Income Taxes | 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% 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 |
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 that have not been exercised totaling 74,007,680 |
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 $ 1,721,547 732,618 |
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. 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 December 31, 2023 Gross Accumulated Amortization Finite: (in years) Brands $ 4,459,000 $ 891,803 15 Customer Relationships 957,000 191,400 15 License 360,000 233,488 11 Total Intangible Assets $ 5,776,000 $ 1,316,691 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 12 392,068 Schedule of future intangible asset amortization expense useful lives Future Intangible Asset 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 | 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 a foreign currency translation net gain during the year ended December 31, 2023 of $ 3,889 20,472 |
Recent Accounting Pronouncements | 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. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule of property and equipment | 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 |
Schedule of identifiable intangible assets | Schedule of identifiable intangible assets December 31, 2023 Gross Accumulated Amortization Finite: (in years) Brands $ 4,459,000 $ 891,803 15 Customer Relationships 957,000 191,400 15 License 360,000 233,488 11 Total Intangible Assets $ 5,776,000 $ 1,316,691 |
Schedule of future intangible asset amortization expense useful lives | Schedule of future intangible asset amortization expense useful lives Future Intangible Asset 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 |
Notes Payable, Related Party _2
Notes Payable, Related Party Notes Payable, and Revenue Financing Arrangements (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Short-Term Debt [Line Items] | |
Schedule of notes payable | Schedule of notes payable Interest Rate December 31, 2023 December 31, 2022 Notes Payable In March 2014, the Company entered into a short-term loan agreement with an entity in the amount of $ 200,000 272,584 0.94 8 % — 200,000 In December 2020, the Company entered into a 56- month loan with a company in the amount of $ 1,578,237 3.75 4.00 17 % 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 3.30 7 % 168,000 168,000 In May 2021, the Company entered into various six-month loans with individuals totaling in the amount of $ 60,000 3.30 7 % 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 $ 4,000,000 100 1.00 12 % 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 1,500,000 0.85 — % 1,769,656 — In May 2023, the Company entered into various eighteen-month loans with individuals totaling in the amount of $ 800,000 50 1.00 12 % 800,000 — In June 2023, the Company entered into various eighteen-month loans with individuals totaling in the amount of $ 350,000 50 1.00 12 % 350,000 — In July 2023, the Company entered into a twelve-month loan with an individual in the amount of $ 750,000 50 1.00 12 % 750,000 — In July 2023, the Company entered into a twelve-month loan with an individual in the amount of $ 100,000 50 1.00 12 % 100,000 — In August 2023, the Company entered into a twelve-month loan with an individual in the amount of $ 300,000 150,000 0.85 — 300,000 — In October 2023, the Company entered into a three-month loan with an individual in the amount of $ 500,000 10 % 500,000 — In October 2023, the Company entered into a loan with an individual in the amount of $ 196,725 — 91,785 — In October 2023, the Company entered into a loan with an individual in the amount of $ 130,000 17 — 88,431 — In October 2023, the Company entered into a eighteen-month loan with individuals totaling in the amount of $ 1,250,000 100 1.00 12 % 1,250,000 — In December 2023, we entered into a 2.5-month loan with an individual in the amount of $ 450,000 10 % 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 |
Related Party Notes Payable [Member] | |
Short-Term Debt [Line Items] | |
Schedule of notes payable | Schedule of notes payable Interest Rate December December Shareholder Notes Payable In February 2023, we entered into a loan with an individual in the amount of $ 200,000 12 12 200,000 — Less current portion (200,000 ) — Long-term notes payable $ — $ — |
Stockholders_ Equity (Tables)
Stockholders’ Equity (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
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 4,259,008 1.13 2,846,068 Total 4,259,008 1.13 2,846,068 |
Schedule of stock option activity | Schedule of stock option activity Options December 31, 2023 December 31, 2022 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 4,259,008 $ 1.13 1,151,000 $ 2.56 Exercisable – December 31, 2023 3,910,787 $ 1.12 732,746 $ 2.58 * These prices are reflective of the price modification made on April 24, 2023. |
Schedule of stock option assumption | Schedule of stock option assumption December 31, 2023 December 31, 2022 Risk-free interest rates 0.84 % 0.84 % Exercise price $ 1.08 1.36 $ 2.60 Expected life 5 5 Expected volatility 160.0 % 160.0 % Expected dividends — — |
Schedule of warrant activity | Schedule of warrant activity Warrants December 31, 2023 December 31, 2022 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 |
Schedule of assumptions used in Black-Scholes option pricing model | Schedule of assumptions used in Black-Scholes option pricing model December 31, 2023 December 31, 2022 Risk-free interest rates 3.84 % 3.99 % Exercise price $ 0.55 $ 0.96 Expected life 5 5 Expected volatility 228.3 % 228.3 % Expected dividends — — |
Lease (Tables)
Lease (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Lease | |
Schedule of operating lease liabilities | 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 |
Schedule of lease costs | 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 |
Schedule of lease- related terms and discount rates | Schedule of lease- related terms and discount rates Remaining term on leases 30 Incremented borrowing rate 5.0 % |
Segment Reporting (Tables)
Segment Reporting (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
Schedule of segment reporting information | Schedule of segment reporting information Revenue For the Year Ended, December 31, For the Year Ended, December 31, 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 operations 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 December 31, 2023 December 31, 2022 Splash Beverage Group $ 9,188,213 $ 14,723,553 E-Commerce 710,555 2,581,150 Total Assets $ 9,898,768 $ 17,304,703 |
Tax Provision (Tables)
Tax Provision (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of effective income tax rate reconciliation | 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 — — |
Schedule of deferred tax assets or liabilities | Schedule of deferred tax assets or liabilities 2023 2022 Deferred Tax Assets: Net Operating Losses $ 27,606,474 $ 22,758,336 Deferred Rent — 380 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 $ — $ — |
Business Organization and Nat_2
Business Organization and Nature of Operations (Details Narrative) - Copa Di Vino Corporation [Member] | 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, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, at cost | $ 2,178,095 | $ 2,163,983 |
Accumulated depreciation | (1,828,293) | (1,674,385) |
Property and equipment, net | 349,802 | 489,597 |
Auto [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, at cost | 45,420 | 45,420 |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, at cost | 1,160,578 | 1,108,870 |
Building [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, at cost | 233,323 | 282,988 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, at cost | 723,638 | 713,068 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, at cost | 5,979 | 0 |
Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, at cost | $ 9,157 | $ 13,636 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details 1) | Dec. 31, 2023 USD ($) |
Finite-Lived Intangible Assets [Line Items] | |
Total Intangible Assets | $ 5,776,000 |
Total Intangible assets accumulated amortization | 1,316,691 |
Brands [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Total Intangible Assets | 4,459,000 |
Total Intangible assets accumulated amortization | $ 891,803 |
Amortization period | 15 years |
Customer Relationships [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Total Intangible Assets | $ 957,000 |
Total Intangible assets accumulated amortization | $ 191,400 |
Amortization period | 15 years |
License [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Total Intangible Assets | $ 360,000 |
Total Intangible assets accumulated amortization | $ 233,488 |
Amortization period | 11 years |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details 2) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Accounting Policies [Abstract] | ||
2024 | $ 392,068 | |
2025 | 392,068 | |
2026 | 392,068 | |
2027 | 392,068 | |
2028 | 363,580 | |
Thereafter | 2,527,457 | |
Total | $ 4,459,309 | $ 4,851,377 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Line Items] | ||
Cash equivalents | $ 0 | $ 0 |
Federally insured amount | 250,000 | 3,800,000 |
Cash uninsured amount | 0 | 1,941 |
Accounts receivable allowances | 183,089 | 13,683 |
Inventory valuation reserves | 290,524 | 66,146 |
Depreciation expense | $ 153,908 | 182,886 |
Effective income tax rate reconciliation percentage | 50% | |
Warrant shares granted | 74,007,680 | |
Advertising expense | $ 1,721,547 | 732,618 |
Allocation period | 12 months | |
Amortization expense intangible assets | $ 392,068 | 392,068 |
Foreign currency translation net gain (loss) | $ 3,889 | $ 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 Millions | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Proceeds from issuance of common stock | $ 6.6 |
Net loss | 21 |
Cash flows from operating activities | $ 10.2 |
Notes Payable, Related Party _3
Notes Payable, Related Party Notes Payable, and Revenue Financing Arrangements (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Short-Term Debt [Line Items] | ||
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 |
Notes Payables 1 [Member] | ||
Short-Term Debt [Line Items] | ||
Debt instrument face amount | $ 200,000 | |
Warrant issued | 272,584 | |
Share price | $ 0.94 | |
Interest rate | 8% | |
Total notes payable | $ 0 | 200,000 |
Notes Payables 2 [Member] | ||
Short-Term Debt [Line Items] | ||
Debt instrument face amount | $ 1,578,237 | |
Interest rate | 17% | |
Total notes payable | $ 371,693 | 1,044,445 |
Notes Payables 2 [Member] | Through November 2022 [Member] | ||
Short-Term Debt [Line Items] | ||
Interest rate | 3.75% | |
Notes Payables 2 [Member] | Through September 2025 [Member] | ||
Short-Term Debt [Line Items] | ||
Interest rate | 4% | |
Notes Payables 3 [Member] | ||
Short-Term Debt [Line Items] | ||
Debt instrument face amount | $ 168,000 | |
Interest rate | 7% | |
Total notes payable | $ 168,000 | 168,000 |
Conversion price | $ 3.30 | |
Notes Payables 4 [Member] | ||
Short-Term Debt [Line Items] | ||
Debt instrument face amount | $ 60,000 | |
Interest rate | 7% | |
Total notes payable | $ 60,000 | 60,000 |
Conversion price | $ 3.30 | |
Notes Payables 5 [Member] | ||
Short-Term Debt [Line Items] | ||
Debt instrument face amount | $ 45,420 | |
Interest rate | 2.35% | |
Total notes payable | $ 32,996 | 42,396 |
Notes Payables 6 [Member] | ||
Short-Term Debt [Line Items] | ||
Debt instrument face amount | $ 4,000,000 | |
Interest rate | 12% | |
Total notes payable | $ 4,000,000 | 4,000,000 |
Conversion price | $ 1 | |
Warrant coverage percentage | 100% | |
Notes Payables 7 [Member] | ||
Short-Term Debt [Line Items] | ||
Debt instrument face amount | $ 2,000,000 | |
Interest rate | 0% | |
Total notes payable | $ 1,769,656 | 0 |
Conversion price | $ 0.85 | |
Issuance of common stock | 1,500,000 | |
Notes Payables 8 [Member] | ||
Short-Term Debt [Line Items] | ||
Debt instrument face amount | $ 800,000 | |
Interest rate | 12% | |
Total notes payable | $ 800,000 | 0 |
Conversion price | $ 1 | |
Warrant coverage percentage | 50% | |
Notes Payables 9 [Member] | ||
Short-Term Debt [Line Items] | ||
Debt instrument face amount | $ 350,000 | |
Interest rate | 12% | |
Total notes payable | $ 350,000 | 0 |
Conversion price | $ 1 | |
Warrant coverage percentage | 50% | |
Notes Payables 10 [Member] | ||
Short-Term Debt [Line Items] | ||
Debt instrument face amount | $ 750,000 | |
Interest rate | 12% | |
Total notes payable | $ 750,000 | 0 |
Conversion price | $ 1 | |
Warrant coverage percentage | 50% | |
Notes Payables 11 [Member] | ||
Short-Term Debt [Line Items] | ||
Debt instrument face amount | $ 100,000 | |
Interest rate | 12% | |
Total notes payable | $ 100,000 | 0 |
Conversion price | $ 1 | |
Warrant coverage percentage | 50% | |
Notes Payables 12 [Member] | ||
Short-Term Debt [Line Items] | ||
Debt instrument face amount | $ 300,000 | |
Interest rate | 0% | |
Total notes payable | $ 300,000 | 0 |
Conversion price | $ 0.85 | |
Issuance of common stock | 150,000 | |
Notes Payables 13 [Member] | ||
Short-Term Debt [Line Items] | ||
Debt instrument face amount | $ 500,000 | |
Interest rate | 10% | |
Total notes payable | $ 500,000 | 0 |
Notes Payables 14 [Member] | ||
Short-Term Debt [Line Items] | ||
Debt instrument face amount | $ 196,725 | |
Interest rate | 0% | |
Total notes payable | $ 91,785 | 0 |
Notes Payables 15 [Member] | ||
Short-Term Debt [Line Items] | ||
Debt instrument face amount | $ 130,000 | |
Interest rate | 0% | |
Total notes payable | $ 88,431 | 0 |
Loan payment percentage | 17% | |
Notes Payables 16 [Member] | ||
Short-Term Debt [Line Items] | ||
Debt instrument face amount | $ 1,250,000 | |
Interest rate | 12% | |
Total notes payable | $ 1,250,000 | 0 |
Conversion price | $ 1 | |
Warrant coverage percentage | 100% | |
Notes Payables 17 [Member] | ||
Short-Term Debt [Line Items] | ||
Debt instrument face amount | $ 450,000 | |
Interest rate | 10% | |
Total notes payable | $ 450,000 | $ 0 |
Notes Payable, Related Party _4
Notes Payable, Related Party Notes Payable, and Revenue Financing Arrangements (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Short-Term Debt [Line Items] | ||
Total notes payable | $ 11,082,561 | $ 5,514,841 |
Less current portion | (200,000) | 0 |
Long-term notes payable | 0 | 0 |
Related Parties Notes Payable 1 [Member] | ||
Short-Term Debt [Line Items] | ||
Principal amount | $ 200,000 | |
Annual interest rate | 12% | |
Interest Rate | 12% | |
Total notes payable | $ 200,000 | $ 0 |
Notes Payable, Related Party _5
Notes Payable, Related Party Notes Payable, and Revenue Financing Arrangements (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Short-Term Debt [Line Items] | ||
Accrued interest amount | $ 1,714,646 | $ 141,591 |
Number of shares converted | 11,127,500 | |
Notes discount | $ 2,876,387 | 1,898,265 |
Notes Payables [Member] | ||
Short-Term Debt [Line Items] | ||
Interest expense | $ 1,836,377 | 246,090 |
Effective interest rate | 60.17% | |
Related Parties Notes Payable [Member] | ||
Short-Term Debt [Line Items] | ||
Interest expense | $ 20,400 | $ 5,407 |
Licensing Agreement and Royal_2
Licensing Agreement and Royalty Payable (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Licensing Agreement And Royalty Payable | ||
Royalty payments | $ 55,000 | $ 54,450 |
Unpaid amount of royalties | 0 | 0 |
Royalty paid | $ 660,000 | $ 653,400 |
Amortized useful life | 10 years |
Stockholders' Equity (Details)
Stockholders' Equity (Details) | 12 Months Ended |
Dec. 31, 2023 $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of Shares to be Issued Upon Exercise or Vesting of Outstanding Stock Options | 4,259,008 |
Weighted Average Exercise Price of Outstanding Stock Options | $ / shares | $ 1.13 |
Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans | 2,846,068 |
Equity Compensation Plan [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of Shares to be Issued Upon Exercise or Vesting of Outstanding Stock Options | 4,259,008 |
Weighted Average Exercise Price of Outstanding Stock Options | $ / shares | $ 1.13 |
Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans | 2,846,068 |
Stockholders' Equity (Details 1
Stockholders' Equity (Details 1) - Options Held [Member] - $ / shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | ||
Offsetting Assets [Line Items] | |||
Options outstanding balance, After price modification | [1] | 1,151,000 | |
Weighted average exercise price, After price modification | [1] | $ 1.12 | |
Options outstanding beginning balance | 1,151,000 | 1,065,000 | |
Weighted average exercise price at beginning | $ 2.56 | $ 2.60 | |
Options granted | 3,441,008 | 146,000 | |
Weighted average exercise price granted | $ 1.13 | $ 2.31 | |
Options exercised | 0 | 0 | |
Weighted average exercise price exercises | $ 0 | $ 0 | |
Options cancelled | 333,000 | 60,000 | |
Weighted average exercise price cancelled | $ 1.18 | $ 2.60 | |
Options outstanding ending balance | 4,259,008 | 1,151,000 | |
Weighted average exercise price at ending | $ 1.13 | $ 2.56 | |
Options, Exercisable | 3,910,787 | 732,746 | |
Weighted average exercise price, Exercisable | $ 1.12 | $ 2.58 | |
[1]These prices are reflective of the price modification made on April 24, 2023. |
Stockholders' Equity (Details 2
Stockholders' Equity (Details 2) - Options [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Risk-free interest rates | 84% | 84% |
Exercise price | $ 2.60 | |
Expected life | 5 years | 5 years |
Expected volatility | 160% | 160% |
Expected dividends | 0% | 0% |
Minimum [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Exercise price | $ 1.08 | |
Maximum [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Exercise price | $ 1.36 |
Stockholders' Equity (Details 3
Stockholders' Equity (Details 3) - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Granted | 74,007,680 | |
Warrant [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Warrant outstanding beginning balance | 14,343,896 | 10,143,896 |
Weighted average exercise price, beginning balance | $ 1.85 | $ 2.51 |
Granted | 2,250,000 | 4,200,000 |
Weighted average exercise price, Granted | $ 0.58 | $ 0.25 |
Exercises | 68,146 | 0 |
Weighted average exercise price, Exercises | $ 2.19 | $ 0 |
Cancelled | 2,345,677 | 0 |
Weighted average exercise price, Cancelled | $ 2.32 | $ 0 |
Warrant outstanding ending balance | 14,180,073 | 14,343,896 |
Weighted average exercise price, ending balance | $ 1.56 | $ 1.85 |
Stockholders' Equity (Details 4
Stockholders' Equity (Details 4) - Warrant [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Risk-free interest rates | 384% | 3.99% |
Exercise price | $ 0.55 | $ 0.96 |
Expected life | 5 years | 5 years |
Expected volatility | 228.30% | 228.30% |
Expected dividends | 0% | 0% |
Stockholders_ Equity (Details N
Stockholders’ Equity (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||
Apr. 24, 2023 | Jan. 31, 2023 | Jul. 31, 2022 | May 31, 2022 | Jan. 31, 2022 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Number of shares issued | 300,000 | |||||||
Purchase of common stock | 4,000,000 | |||||||
Purchase of common stock price per share | $ 0.25 | |||||||
Weighted average remaining years | 10 months 2 days | |||||||
Fair value options granted | $ 1,060,602 | |||||||
Intrinsic value of stock options | 0 | |||||||
Share-based compensation expense | 840,817 | $ 1,146,965 | ||||||
Unrecognized compensation costs | $ 300,000 | |||||||
Employees And Directors [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Option granted | 4,134,008 | 3,376,008 | ||||||
Weighted average strike price | $ 2.56 | $ 1.13 | ||||||
Weighted average remaining years | 6 years 3 months 18 days | 6 years | ||||||
Volatility | 266.70% | 264.30% | ||||||
Risk-free rate | 3.60% | 3.60% | ||||||
Share price | $ 1.12 | |||||||
Recognized incremental expense | $ 7,348 | |||||||
Common Stock [Member] | Employees [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Option granted | 146,000 | |||||||
Option vest | $ 336,926 | |||||||
Stock Incentive 2020 Plan [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Number of shares issued | 2,054,276 | 1,679,812 | ||||||
Number of shares authorized | 2,846,068 | |||||||
IPO [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Number of shares issued | 1,834,404 | |||||||
Settlement Litigation [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Number of shares issued | 380,959 | |||||||
Convertible Instruments [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Number of shares issued | 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] | ||||||||
Number of shares issued | 100,000 | 200,000 | ||||||
Shares issued price per share | $ 1.10 | $ 1 | ||||||
Warrant coverage percentage | 100% | |||||||
Common Stock [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Number of shares issued | 4,596,129 | |||||||
Number of shares issued | 516,665 | 2,215,363 |
Related Parties (Details Narrat
Related Parties (Details Narrative) - USD ($) | 12 Months Ended | ||
Sep. 29, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Related Party Transaction [Line Items] | |||
Gross amount | $ 1,578,237 | ||
Credit facility outstanding amount | 371,693 | ||
Credit facility accrued interest | 989,702 | ||
Penalties associated with the agreement | 757,554 | ||
Related party advances | 380,000 | $ 0 | |
Shareholder [Member] | |||
Related Party Transaction [Line Items] | |||
Shareholder notes payable | 200,000 | ||
Chief Executive Officer [Member] | |||
Related Party Transaction [Line Items] | |||
Related party advances | 400,000 | ||
Loan And Security Agreement [Member] | |||
Related Party Transaction [Line Items] | |||
Gross amount | $ 165,000 | ||
Credit facility outstanding amount | $ 99,185 | ||
Credit facility accrued interest | $ 241,725 |
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, 2023 |
Investment interest rate | 22.50% |
Ownership percentage | 37.50% |
Leases (Details)
Leases (Details) | Dec. 31, 2023 USD ($) |
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 |
Leases (Details 1)
Leases (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Operating lease cost: | ||
Amortization of leased assets | $ 330,728 | |
Interest of lease liabilities | 33,162 | |
Total operating lease cost | $ 363,890 | $ 315,980 |
Leases (Details 2)
Leases (Details 2) | Dec. 31, 2023 |
Lease | |
Remaining term on leases | 30 months |
Incremental borrowing rate | 5% |
Lease (Details Narrative)
Lease (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Lease | ||
Operating lease cost | $ 363,890 | $ 315,980 |
Segment Reporting (Details)
Segment Reporting (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Revenue from External Customer [Line Items] | ||
Total net revenues continuing operations | $ 18,850,152 | $ 18,087,486 |
Total net revenues discontinued operations | 0 | 385,174 |
Total Contribution after Marketing expenses continuing operations | 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 | 9,898,768 | 17,304,703 |
Splash Beverage Group [Member] | ||
Revenue from External Customer [Line Items] | ||
Total net revenues continuing operations | 5,072,479 | 4,759,586 |
Total Contribution after Marketing expenses continuing operations | (1,749,163) | (2,202,790) |
Total assets | 9,188,213 | 14,723,553 |
E Commerce [Member] | ||
Revenue from External Customer [Line Items] | ||
Total net revenues continuing operations | 13,777,673 | 13,327,900 |
Total Contribution after Marketing expenses continuing operations | 4,824,338 | 5,314,767 |
Total assets | $ 710,555 | $ 2,581,150 |
Registration Statement (Details
Registration Statement (Details Narrative) - USD ($) $ / shares in Units, $ in Millions | Sep. 22, 2022 | Jun. 15, 2021 |
Commitments and Contingencies Disclosure [Abstract] | ||
Sale of stock | 2,296,129 | |
Gross proceeds | $ 3.6 | |
Net proceeds | $ 3.1 | |
Number of warrants purchased | 150,000 | |
Exercise price of warrants | $ 4.60 |
Tax Provision (Details)
Tax Provision (Details) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Federal Statutory Tax Rate | 21% | 21% |
Permanent Differences | (0.89%) | (3.80%) |
Change in Valuation Allowance | (20.11%) | (17.20%) |
Net deferred tax asset | 0% | 0% |
Tax Provision (Details 1)
Tax Provision (Details 1) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred Tax Assets: | ||
Net Operating Losses | $ 27,606,474 | $ 22,758,336 |
Deferred Rent | 0 | 380 |
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 | $ 0 | $ 0 |
Tax Provision (Details Narrativ
Tax Provision (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Tax Credit Carryforward [Line Items] | ||
Net operating loss carryforward | $ 90,921,071 | |
Provision for income taxes | 0 | $ 0 |
Federal Income Tax [Member] | ||
Tax Credit Carryforward [Line Items] | ||
Net operating loss carryforward | $ 108,922,763 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | 1 Months Ended | ||
Mar. 31, 2024 | Feb. 29, 2024 | Jan. 31, 2024 | |
Forecast [Member] | |||
Subsequent Event [Line Items] | |||
Interest rate | 0% | ||
Cash advance received | $ 109,000 | ||
Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Convertible note amount | $ 150,000 | $ 250,000 | |
Convertible note term | 18 months | 18 months | |
Accrues interest | 12% | ||
Commercial loan amount | $ 500,000 | ||
Total cost of loan | $ 250,000 | ||
Interest rate | 6.97% | ||
Subsequent Event [Member] | Common Stock [Member] | |||
Subsequent Event [Line Items] | |||
Accrues interest | 12% | ||
Conversion price per share | $ 0.0040 | $ 0.0050 | |
Subsequent Event [Member] | Warrants [Member] | |||
Subsequent Event [Line Items] | |||
Conversion price per share | $ 0.0025 | $ 0.0025 |