Beeline Holdings, Inc.

To the Stockholders and the Board of Directors of:

Beeline Holdings, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of Beeline Holdings, Inc. and Subsidiaries (the “Company”) as of December 31, 2024, the related consolidated statements of operations and comprehensive loss, changes in stockholders’ equity (deficit) and cash flows for the year then ended, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2024, and the consolidated results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, the Company has incurred recurring losses and negative cash flows from operations since its inception, has a significant working capital deficit, and is dependent on debt and equity financing. These matters raise substantial doubt about the Company’s ability to continue as a going concern. Management’s Plans in regard to these matters are also described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

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

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

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

Critical Audit Matters

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

2295 NW Corporate Blvd., Suite 240 ● Boca Raton, FL 33431-7326

Phone: (561) 995-8270 ● Toll Free: (866) CPA-8500 ● Fax: (561) 995-1920

www.salbergco.com ● info@salbergco.com

Member National Association of Certified Valuation Analysts ● Registered with the PCAOB

Member CPAConnect with Affiliated Offices Worldwide ● Member AICPA Center for Audit Quality

Business Combination

As described in footnote 3 “Business Combinations” and in footnote 4 “Merger”, to the consolidated financial statements, the Company closed on a business acquisition in October 2024. The determination of fair values for assets acquired and liabilities assumed and the fair value of the equity-based purchase consideration involved significant judgement from management. This included the selection of appropriate valuation methodologies and the development of key assumptions and estimates within the selected methodology.

Management utilized the Option Pricing Model (OPM) method to determine the fair value of the equity-based purchase consideration. The application of the OPM required the use of significant estimates and assumptions including volatility, probability estimates, and expected term. In addition, the fair value of certain identifiable intangible assets acquired were determined using various valuation methodologies including the cost approach, multi-period excess earnings method, and relief-from-royalty method. These methods required significant estimates and assumptions by management including projected future cash flows, discount rates, royalty rates and attrition rates. Changes in these estimates and assumptions could have a significant impact on the fair values.

We identified the business combination as a critical audit matter. Auditing management’s judgments regarding the above estimates and assumptions involved a high degree of subjectivity.

The primary procedures we performed to address this critical audit matter included (a) evaluated management’s process for developing its estimates, (b) evaluated if the valuation method used by management was appropriate, (c) evaluated the reasonableness of management’s cash flow forecasts by comparing them to historical information, and/or other supporting contracts or information, (d) assessed the reasonableness of the asset volatility, probability estimates, expected term, discount rates royalty rates and attrition rates used, (e) evaluated other estimates and assumptions as applicable, and (f) recomputed the valuation estimates. We agreed with management’s estimates.

Intangible Asset Impairment Assessment

As described in footnote 3, “Intangible Assets” and in footnote 11, “Intangible Assets” to the consolidated financial statements, the Company’s Intangible Assets included, among others, the Azuñia brand. Intangibles are tested for impairment if there are indicators of impairment, but at least annually. To assess whether impairment existed for the Azuñia brand, management performed a quantitative impairment test using the Relief from Royalty method. Determination of the projected revenues attributable to the brand, royalty rate and discount rate applied to those future cash flows required management to make significant estimates and assumptions. Changes in these assumptions could have a significant impact on the fair value of the intangible asset and the resulting impairment charge.

We identified the Azuñia brand intangible impairment assessment as a critical audit matter. Auditing management’s judgments regarding the assumptions and estimates discussed above involved a high degree of subjectivity.

The primary procedures we performed to address these critical audit matters included (a) gained an understanding of management’s process for developing its estimates, (b) assessed the reasonableness of management’s selection of the valuation method, (c) evaluated the reasonableness of management’s revenue projections by comparing them to historical information and other supporting contracts or information, (d) evaluated the reasonableness of the royalty rate selected, (e) evaluated the reasonableness of the discount rate, and (f) recomputed the value. We agreed with management’s impairment assessment in fiscal year 2024.

/s/ Salberg & Company, P.A.

SALBERG & COMPANY, P.A.

We have served as the Company’s auditor since 2024*.*

Boca Raton, Florida

April 15, 2025

To the Board of Directors and

Stockholders of Beeline Holdings, Inc. (formerly Eastside Distilling, Inc.)

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of Beeline Holdings, Inc and subsidiaries (formerly Eastside Distilling, Inc.) (the Company) as of December 31, 2023, and the related consolidated statements of operations and comprehensive loss, changes in stockholders’ equity (deficit), and cash flows for the year ended December 31, 2023, and the related notes (collectively referred to as the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023, and the results of its operations and its cash flows for the year ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, the Company suffered a net loss from operations and used cash in operations, which raises substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters are also described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

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

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

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

/s/ M&K CPAS, PLLC

We have served as the Company’s auditor from 2017 to 2024.

The Woodlands, TX

April 1, 2024 except for except for presentation of discontinued operations and note 6 for the date which is January 3, 2025