UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended ~~March~~June 3130, 2022

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

For the transition period from ________________ to ________________

Commission File Number: 000-53162

ICONIC BRANDS, INC.

(Exact name of registrant as specified in its charter)

Nevada		13-4362274
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

44 Seabro Avenue Amityville, NY		11701
(Address of principal executive offices)		(Zip Code)

(631) 464-4050

(Registrant’s telephone number, including area code)

N/A

(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
N/A		N/A		N/A

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

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

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated Filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

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

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

As of ~~July~~August 2722, 2022, the registrant had ~~105~~106,~~897~~892,~~794~~138 shares of common stock, $0.001 par value per share, issued and outstanding.

ICONIC BRANDS, INC.

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION		4
ITEM 1	Financial Statements	4
	Consolidated Unaudited Balance Sheets as of March 31, 2022, and December 31, 2021	5
	Condensed Consolidated Unaudited Balance Sheets as of June 30, 2022 and December 31, 2021	4
	Consolidated Unaudited Statements of Operations for the three months ended March 31, 2022 and 2021	6
	Condensed Consolidated Unaudited Statements of Operations for the three and six months ended June 30, 2022 and 2021	5
	Consolidated Unaudited Statements of Changes in Stockholders’ Equity for the three months ended March 31, 2022 and 2021	7
	Condensed Consolidated Unaudited Statements of Changes in Stockholders’ Equity for the three and six months ended June 30, 2022 and 2021	6
	Consolidated Unaudited Statements of Cash Flows for the three months ended March 31, 2022 and 2021	8
	Condensed Consolidated Unaudited Statements of Cash Flows for the six months ended June 30, 2022 and 2021	7
	Notes to Consolidated Unaudited Financial Statements	9
	Notes to Condensed Consolidated Unaudited Financial Statements	8
ITEM 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2322
ITEM 3	Quantitative and Qualitative Disclosures About Market Risk	3130
ITEM 4	Controls and Procedures	3130
PART II - OTHER INFORMATION		32
ITEM 1	Legal Proceedings	3231
ITEM 1A	Risk Factors	3231
ITEM 2	Unregistered Sales of Equity Securities and Use of Proceeds	3231
ITEM 3	Defaults Upon Senior Securities	3231
ITEM 4	Mine Safety Disclosures	3231
ITEM 5	Other Information	3231
ITEM 6	Exhibits	3332
Signatures		3433

Table of Contents

FORWARD-LOOKING STATEMENTS

Statements in this Quarterly Report on Form 10-Q may be “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934.

Forward-looking statements include, but are not limited to, statements that express our intentions, beliefs, expectations, strategies, predictions or any other statements relating to our future activities or other future events or conditions. These statements are often, but not always, made through the use of words or phrases such as “believe,” “will,” “expect,” “anticipate,” “estimate,” “intend,” “plan,” and “would.” These statements are based on current expectations, estimates and projections about our business based in part on assumptions made by management. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may, and are likely to, differ materially from what is expressed or forecasted in the forward-looking statements due to numerous factors, including those set forth in “Item 1A. Risk Factors” in our Annual Report on Form 10-K, and our other filings with the U.S. Securities and Exchange Commission.

You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Quarterly Report on Form 10-Q. Any forward-looking statements speak only as of the date on which they are made, and we disclaim any obligation to publicly update or release any revisions to these forward-looking statements, whether as a result of new information, future events or otherwise, after the date of this Quarterly Report on Form 10-Q or to reflect the occurrence of unanticipated events, except as required by applicable law.

Table of Contents

PART I - FINANCIAL INFORMATION

ITEM 1. Financial Statements

ICONIC BRANDS, INC. AND SUBSIDIARIES

ICONIC BRANDS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)

	June 30, 2022			December 31, 2021
ASSETS
Current assets:
Cash	$	4,697,929		$	2,190,814
Accounts receivable		5,397,624			852,321
Inventory		2,858,992			1,228,351
Prepaid expense and other current assets		526,015			74,517
Total current assets		13,480,560			4,346,003

Right-of-use assets, net		5,312,320			3,074,864
Leasehold improvements, furniture, and equipment, net		7,286,278			5,556,964
Intangible assets		20,016,386			21,609,586
Goodwill		15,976,877			15,976,877
Other assets		421,198			142,362
Total assets	$	62,493,619		$	50,706,656

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued expenses	$	6,221,635		$	2,713,046
Notes payable		5,045,466			5,045,466
Factoring liability		1,470,007			-
Deferred revenue		177,299			135,034
Other current liabilities		177,233			132,234
Current portion of operating lease liability		550,251			380,487
Contingent consideration		-			8,244,642
Total current liabilities		13,641,891			16,650,909

Operating lease liability, long term		5,073,218			2,835,828
Notes payable, long term		147,001			147,001
Contingent consideration, long term		20,204,505			11,959,863
Total liabilities		39,066,615			31,593,601

Stockholders’ and members’ equity:
Preferred stock, $0.001 par value; authorized 100,000,000 shares:
Series A-2, 38,180 shares issued and outstanding at June 30, 2022; 26,623 shares issued and outstanding at December 31, 2021		38			27
Common stock, $0.001 par value; authorized 2,000,000,000 shares, 97,086,968 shares issued and outstanding at June 30, 2022 and 90,542,764 shares issued and outstanding at December 31, 2021		97,088			90,544
Additional paid-in capital		68,300,172			56,749,055
Accumulated deficit		(44,099,244	)		(36,961,344	)
Noncontrolling interests		(871,050	)		(765,227	)
Total stockholders’ equity		23,427,004			19,113,055
Total liabilities and stockholders’ equity	$	62,493,619		$	50,706,656

See accompanying notes to Unaudited Condensed Consolidated Financial Statements.

CONSOLIDATED FINANCIAL STATEMENTS

THREE MONTHS ENDED MARCH 31, 2022 AND 2021

Table of Contents

ICONIC BRANDS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
	March 31, 2022			December 31, 2021
	Three months ended June 30,						Six months ended June 30,
ASSETS
	2022			2021			2022			2021
Current assets:
REVENUE
Cash	$	7,589,114		$	2,190,814
Sales	$	6,654,221		$	584,914		$	10,701,018		$	1,219,447
Accounts receivable		4,030,076			852,321
Cost of goods sold		4,920,674			325,206			7,125,713			643,839
Inventory		3,181,719			1,228,351
Gross Profit		1,733,547			259,708			3,575,305			575,608
Prepaid expense and other current assets		528,071			74,517
OPERATING EXPENSES
Total current assets		15,328,980			4,346,003
General and administrative expenses		5,252,741			1,804,781			9,711,628			2,678,751
Right-of-use assets, net		5,491,085			3,074,864
Selling and marketing		336,485			91,419			688,462			212,587
Leasehold improvements, furniture, and equipment, net		7,312,012			5,556,964
Total operating expenses		5,589,226			1,896,200			10,399,590			2,891,338
Intangible assets		20,812,986			21,609,586
Loss from operations		(3,855,679	)		(1,636,492	)		(6,824,285	)		(2,315,730	)
Goodwill		15,976,877			15,976,877
Other income (expense):
Other assets		223,779			142,362
Gain on forgiveness of PPP loan		-			-			-			28,458
Total assets	$	65,145,719		$	50,706,656
Interest expense		(244,152	)		(30,754	)		(427,286	)		(30,754	)
LIABILITIES AND STOCKHOLDERS’ EQUITY
Other income, net		7,848			-			7,848			-
Current liabilities:
Total other income (expense)		(236,304	)		(30,754	)		(419,438	)		(2,296	)
Accounts payable and accrued expenses	$	4,482,141		$	2,713,046
Net loss	$	(4,091,983	)	$	(1,667,246	)	$	(7,243,723	)	$	(2,318,026	)
Notes payable		5,045,466			5,045,466
Net (loss) income attributable to noncontrolling interests in subsidiaries		(12,004	)		8,772			(105,823	)		24,946
Factoring liability		1,960,604			-
Net loss attributable to Iconic Brands, Inc.		(4,079,979	)		(1,676,018	)		(7,137,900	)		(2,342,972	)
Deferred revenue		145,694			135,034
Basic and diluted loss per share	$	(0.04	)	$	(0.10	)	$	(0.07	)	$	(0.14	)
Other current liabilities		132,234			132,234
Weighted average number of shares outstanding		97,086,968			17,447,474			96,009,340			16,878,261
Current portion of operating lease liability		562,202			380,487
See accompanying notes to Unaudited Condensed Consolidated Financial Statements.
Contingent consideration		-			8,244,642
Total current liabilities		12,328,341			16,650,909
Operating lease liability, long term		5,225,683			2,835,828
Notes payable, long term		147,001			147,001
Contingent consideration, long term		20,204,505			11,959,863
Total liabilities		37,905,530			31,593,601
Stockholders’ and members’ equity:
Preferred stock, $0.001 par value; authorized 100,000,000 shares:
Series A-2, 38,180 shares issued and outstanding at March 31, 2022; 26,623 shares issued and outstanding at December 31, 2021		38			27
Common stock, $0.001 par value; authorized 2,000,000,000 shares, 97,086,968 issued and outstanding at March 31, 2022 and 90,542,764 issued and outstanding at December 31, 2021		97,088			90,544
Additional paid-in capital		68,021,374			56,749,055
Accumulated deficit		(40,019,265	)		(36,961,344	)
Noncontrolling interests		(859,046	)		(765,227	)
Total stockholders’ equity		27,240,189			19,113,055
Total liabilities and stockholders’ equity	$	65,145,719		$	50,706,656
See accompanying notes to Unaudited Condensed Consolidated Financial Statements.

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ICONIC BRANDS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
	Three months ended March 31,
	2022			2021
REVENUE
Sales	$	4,046,797		$	634,533
Cost of goods sold		2,205,039			318,633
Gross Profit		1,841,758			315,900
OPERATING EXPENSES
General and administrative expenses		4,458,387			873,970
Selling and marketing		351,977			121,168
Total operating expenses		4,810,364			995,138
Loss from operations		(2,968,606	)		(679,238	)
Other income (expense):
Gain on forgiveness of PPP loan		-			28,458
Interest expense		(183,134	)		-
Total other income (expense)		(183,134	)		28,458
Net loss	$	(3,151,740	)	$	(650,780	)
Net (loss) income attributable to noncontrolling interests in subsidiaries		(93,819	)		16,174
Net (loss) attributable to Iconic Brands, Inc.		(3,057,921	)		(666,954	)
Basic and diluted loss per share	$	(0.03	)	$	(0.04	)
Weighted average number of shares outstanding		94,923,294			16,309,048
See accompanying notes to Unaudited Condensed Consolidated Financial Statements.

6 Table of Contents

ICONIC BRANDS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(Unaudited)

	Series A Preferred stock				Series EEPreferred ~~Preferred~~ stock				Series FFPreferred ~~Preferred~~ stock				Series G Preferred stock				Series A-2 Preferred stock						Common stock						Treasury stock						Additional paid-in						~~Noncontrolling~~Non-Controlling			Accumulated
	Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Shares			Amount			Shares			Amount			Shares			Amount			capital			Subtotal			interests			Deficit			Total
Balance, December 31, 2020		1	$	1		2,115,224	$	2,115		2,414	$	2,413,750		1,475	$	1,475,000		-			-			17,268,881		$	17,269			(1,000~~,000~~	)	$	(516,528	)	$	22,430,430		$	25,822,037		$	(1,152,810	)	$	(26,497,350	)	$	(1,828,123	)
Issuance of common stock in exchange for services rendered and to be rendered		-		-		-		-		-		-		-		-		-			-			~~401~~1,901,670			~~402~~1,902			-			-			~~180~~767,~~350~~850			~~180~~769,752			-			-			~~180~~769,752
Retirement of treasury stock		-		-		-		-		-		-		-		-		-			-			(1,000,000	)		(1,000	)		1,000~~,000~~			516,528			(515,528	)		-			-			-			-
Net loss		-		-		-		-		-		-		-		-		-			-			-			-			-			-			-			-			1624,~~174~~946			(~~666~~2,~~954~~342,972	)		(~~650~~2,~~780~~318,026	)
Balance, March 31, 2021		1		1		2,115,224		2,115		2,414		2,413,750		1,475		1,475,000		-			-			16,670,551			16,671			-			-			22,095,252			26,002,789			(1,136,636	)		(27,164,304	)		(2,298,151	)
Balance, June 30, 2021		1	$	1		2,115,224	$	2,115		2,414	$	2,413,750		1,475	$	1,475,000		-			-			18,170,551		$	18,171			-		$	-		$	22,682,752		$	26,591,789		$	(1,127,864	)	$	(28,840,322	)	$	(3,376,397	)
Balance, December 31, 2021		-		-		-		-		-		-		-		-		26,623			27			90,542,764			90,544			-			-			56,749,055			56,839,626			(765,227	)		(36,961,344	)		19,113,055
Balance, March 31, 2021		1	$	1		2,115,224	$	2,115		2,414	$	2,413,750		1,475	$	1,475,000		-			-			16,670,551		$	16,671			-		$	-		$	22,095,252		$	26,002,789		$	(1,136,636	)	$	(27,164,304	)	$	(2,298,151	)
Issuance of common stock in exchange for services rendered and to be rendered		-		-		-		-		-		-		-		-		-			-			1,500,000			1,500			-			-			587,500			589,000			-			-			589,000
Net loss		-		-		-		-		-		-		-		-		-			-			-			-			-			-			-			-			8,772			(1,676,018	)		(1,667,246	)
Balance, June 30, 2021		1	$	1		2,115,224	$	2,115		2,414	$	2,413,750		1,475	$	1,475,000		-			-			18,170,551		$	18,171			-		$	-		$	22,682,752		$	26,591,789		$	(1,127,864	)	$	(28,840,322	)	$	(3,376,397	)
Balance, December 31, 2021		-		-		-		-		-		-		-				26,623		$	27			90,542,764		$	90,544			-		$	-		$	56,749,055		$	56,839,626		$	(765,227	)	$	(36,961,344	)	$	19,113,055
Common stock and Series A-2 Preferred stock issued for Cash, net of fees		-		-		-		-		-		-		-		-		12,258			12			4,301,004			4,301			-			-			10,993,763			10,998,076			-			-			10,998,076
Conversion of Series A-2 Preferred Stock for Common Stock		-		-		-		-		-		-		-		-		(701	)		(1	)		2,243,200			2,243			-			-			(2,242	)		(0-	)		-			-			(0-	)
Equity-based compensation		-		-		-		-		-		-		-		-		-			-			-			-			-			-			~~280~~559,~~798~~596			~~280~~559,~~798~~596			-			-			~~280~~559,~~798~~596
Net loss		-		-		-		-		-		-		-		-		-			-			-			-			-			-			-			-			(93105,~~819~~823	)		(37,~~057~~137,~~921~~900	)		(37,~~151~~243,~~740~~723	)
Balance, March 31, 2022		-		-		-		-		-		-		-		-		38,180			38			97,086,968			97,088			-			-			68,021,374			68,118,500			(859,046	)		(40,019,265	)		(27,240,189	)
Balance, June 30, 2022		-		-		-		-		-		-		-		-		38,180		$	38			97,086,968		$	97,088			-		$	-		$	68,300,172		$	68,397,298		$	(871,050	)	$	(44,099,244	)	$	23,427,004
Balance, March 31, 2022		-		-		-		-		-		-		-		-		38,180		$	38			97,086,968		$	97,088			-		$	-		$	68,021,374		$	68,118,500		$	(859,046	)	$	(40,019,265	)	$	27,240,189
Equity-based compensation		-		-		-		-		-		-		-		-		-			-			-			-			-			-			278,798			278,798			-			-			278,798
Net loss		-		-		-		-		-		-		-		-		-			-			-			-			-			-			-			-			(12,004	)		(4,079,979	)		(4,091,983	)
Balance, June 30, 2022		-		-		-		-		-		-		-		-		38,180		$	38			97,086,968		$	97,088			-		$	-		$	68,300,172		$	68,397,298		$	(871,050	)	$	(44,099,244	)	$	23,427,004

See accompanying notes to Unaudited Condensed Consolidated Financial Statements.

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ICONIC BRANDS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

	Six months ended June 30,
	2022			2021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(7,243,723	)	$	(2,318,026	)
Adjustment to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		341,063			3,981
Amortization of operating lease right-of-use assets		380,018			-
Amortization of debt discount		-			30,032
Gain on forgiveness of PPP loan		-			(28,458	)
Amortization of intangibles		1,593,200			-
Equity based compensation		559,596			769,752
Change in allowance for doubtful accounts		47,000			-
Change in operating assets and liabilities:
Accounts receivable		(4,592,303	)		63,142
Inventory		(1,630,641	)		(138,273	)
Operating lease liabilities		(210,320	)		-
Accounts payable and accrued expenses		3,508,589			510,968
Prepaid expense and other current assets		(451,498	)		-
Other assets		(278,836	)		-
Other current liabilities		44,999			-
Deferred revenue		42,265			-
Net cash used in operating activities		(7,890,591	)		(1,106,882	)

CASH FLOWS USED IN INVESTING ACTIVITIES:
Additions to leasehold improvements, furniture, and equipment		(2,070,377	)		-

CASH FLOWS FROM FINANCING ACTIVITIES:
Common stock and Series A-2 Preferred stock issued for Cash, net of fees		10,998,076			-
Net proceeds from factoring arrangement		1,470,007			-
Proceeds from note payable		-			924,280
Loans payable to officer and affiliated entity		-			(22,760	)
Net cash provided by (used in) financing activities		12,468,083			901,520

Net increase (decrease) in cash		2,507,115			(205,362	)
Cash at beginning of year		2,190,814			457,041
Cash at end of year	$	4,697,929		$	251,679

SUPPLEMENTAL DISCLOSURE OF CASH AND NON-CASH TRANSACTIONS:
Cash paid for interest	$	169,212		$	722
Purchase and retirement of treasury stock		-			516,528
Recognition of right of use asset - operating lease	$	2,617,474		$	-
Conversion of Series A-2 Preferred Stock for Common Stock	$	2,242		$	-

See accompanying notes to Unaudited Condensed Consolidated Financial Statements.

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ICONIC BRANDS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
	Three months ended March 31,
	2022			2021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(3,151,740	)	$	(650,780	)
Adjustment to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		78,348			3,546
Amortization of operating lease right-of-use assets		201,253			-
Gain on forgiveness of PPP loan		-			(28,458	)
Amortization of intangibles		796,600			-
Equity based compensation		280,798			180,752
Change in allowance for doubtful accounts		47,000			-
Change in operating assets and liabilities:
Accounts receivable		(3,244,755	)		106,940
Inventory		(1,953,368	)		(83,482	)
Operating lease liabilities		(45,904	)		-
Accounts payable and accrued expenses		1,769,095			370,182
Prepaid expense and other current assets		(453,554	)		-
Other assets		(81,417	)		-
Deferred revenue		10,660			-
Net cash used in operating activities		(5,726,984	)		(101,300	)
CASH FLOWS USED IN INVESTING ACTIVITIES:
Additions to leasehold improvements, furniture, and equipment		(1,833,396	)		-
CASH FLOWS FROM FINANCING ACTIVITIES:
Common stock and Series A-2 Preferred stock issued for Cash, net of fees		10,998,076			-
Proceeds from factoring arrangement		1,960,604			-
Loans payable to officer and affiliated entity		-			(11,921	)
Net cash provided by (used in) financing activities		12,958,680			(11,921	)
Net increase in cash		5,398,300			(113,221	)
Cash at beginning of year		2,190,814			457,041
Cash at end of year	$	7,589,114		$	343,820
SUPPLEMENTAL DISCLOSURE OF CASH AND NON-CASH TRANSACTIONS:
Cash paid for interest	$	-		$	-
Purchase and retirement of treasury stock	$	-		$	516,528
Recognition of right of use asset - operating lease	$	2,617,474		$	-
Conversion of Series A-2 Preferred Stock for Common Stock	$	2,242		$	-
See accompanying notes to Unaudited Condensed Consolidated Financial Statements.

8 Table of Contents

Iconic Brands, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(Unaudited)

1. ORGANIZATION AND NATURE OF BUSINESS

Iconic Brands, Inc., (“the Company”, or “Iconic”), was incorporated in the State of Nevada on October 21, 2005. As of ~~March~~June 3130, 2022, the subsidiaries of Iconic are wholly-owned TopPop LLC (“TopPop”) and United Spirits Inc., (“United”), 54% owned BiVi LLC (“BiVi”) and Bellissima Spirits LLC (“Bellissima”) and 60% owned Empire Wine and Spirits LLC (“Empire”) which was organized on February 4, 2022.

BiVi is the brand owner of “BiVi 100 percent Sicilian Vodka,” and Bellissima is the brand owner of Bellissima sparkling wines. BiVi was organized in Nevada on May 4, 2015. Bellissima was organized in Nevada on November 23, 2015.

On July 26, 2021, the Company acquired 100% of TopPop. TopPop is organized as a limited liability company in the State of New Jersey on September 5, 2019. TopPop’s primary operation is the manufacture and packaging of alcohol and non-alcohol single-serve, shelf-stable, ready-to-freeze ice pops. TopPop began operations in December 2019 (see note 3). On July 26, 2021, the company purchased all the outstanding stock of United.

Empire was organized in the State of Nevada on February 4, 2022. During the ~~first~~three ~~quarter~~and six months ended ~~March~~June 3130, 2022, there was no business activity or transactions.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a) Principles of Consolidation

The consolidated financial statements include the accounts of Iconic, its two 54% owned subsidiaries BiVi and Bellissima, 60% owned Empire, and its wholly-owned subsidiaries United and TopPop, (collectively, the “Company”). All inter-company balances and transactions have been eliminated in consolidation.

(b) Use of Estimates

The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.

(c) Fair Value of Financial Instruments

Generally accepted accounting principles require disclosing the fair value of financial instruments to the extent practicable for financial instruments which are recognized or unrecognized in the balance sheet. The fair value of the financial instruments disclosed herein is not necessarily representative of the amount that could be realized or settled, nor does the fair value amount consider the tax consequences of realization or settlement.

In assessing the fair value of financial instruments, the Company uses a variety of methods and assumptions, which are based on estimates of market conditions and risks existing at the time. For certain instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued expenses, and notes payable, it was estimated that the carrying amount approximated fair value because of the short maturities of these instruments.

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Accounting guidance on fair value measurements requires that financial assets and liabilities be classified and disclosed in one of the following categories of the fair value hierarchy:

Level 1 – Based on unadjusted quoted prices for identical assets or liabilities in an active market.

Level 2 – Based on observable market-based inputs or unobservable inputs that are corroborated by market data.

Level 3 – Based on unobservable inputs that reflect the entity’s own assumptions about the assumptions that a market participant would use in pricing the asset or liability.

We did not have any transfers between levels during the periods presented.

The following table sets forth the Company’s assets and liabilities which are measured at fair value on a recurring basis by level within the fair value hierarchy. The only financial instrument measured at fair value is the contingent consideration:

	As of March 31, 2022 and December 31, 2021
	As of June 30, 2022
	Quoted Prices in active markets (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)
	QuotedPrices inactivemarkets (Level 1)		Significantotherobservable inputs(Level 2)		Significant unobservableinputs(Level 3)
Contingent consideration	$	-	$	-	$	20,204,505

December 31, 2021

Quoted

Prices in

active

markets

(Level 1)

Significant

other

observable

inputs

(Level 2)

Significant unobservable

inputs

(Level 3)

Contingent consideration

20,204,505

The fair value of the contingent consideration is based on the projected earnings of the business.

(d) Cash

The total amount of bank deposits (checking and savings accounts) that was not insured by the FDIC at ~~March~~June 3130, 2022 was approximately $63,~~789~~757,~~306~~000.

(e) Accounts Receivable, Net of Allowance for Doubtful Accounts

The Company extends unsecured credit to customers in the ordinary course of business but mitigates risk by performing credit checks and by actively pursuing past due accounts. The allowance for doubtful accounts is based on customer historical experience and the aging of the related accounts receivable. At ~~March~~June 3130, 2022 and December 31, 2021, the allowance for doubtful accounts was $47,000 and $0, respectively.

(f) Inventories

Inventories are stated at the lower of cost (first-in, first-out method) or market, with due consideration given to obsolescence and to slow moving items. Inventories at ~~March~~June 3130, 2022 and December 31, 2021 consist of cases of BiVi Vodka and cases of Bellissima sparkling wines purchased from our Italian suppliers and cases of alcoholic beverages. TopPop inventory consists of raw materials, work in process and finished goods relating to the production cycle.

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(g) Revenue Recognition

It is the Company’s policy that revenues from product sales are recognized in accordance with Accounting Standards Codification (“ASC 606”) “Revenue Recognition.” Five basic steps must be followed to recognize revenue; (1) Identify contract(s) with a customer that creates enforceable rights and obligations; (2) Identify performance obligations in the contract, such as promises to transfer goods or services to a customer; (3) Determine the transaction price, (i.e. the amount of consideration in a contract to which an entity believes it is entitled in exchange for transferring promised goods or services to a customer); (4) Allocate the transaction price to the performance obligations in the contract, which requires the Company to allocate the transaction price to each performance obligation on the basis of the relative standalone selling prices of each distinct good or services promised in the contract; and (5) Recognize revenue when (or as) the entity satisfies a performance obligation by transferring a promised good or service to a customer. The amount of revenue recognized is the amount allocated to the satisfied performance obligation. Adoption of ASC 606 has not changed the timing and nature of the Company’s revenue recognition and there has been no material effect on the Company’s consolidated financial statements.

Our revenue (referred to in our consolidated financial statements as “sales”) consists primarily of the sale of wine and spirits imported for cash or otherwise agreed-upon credit terms. Our customers consist primarily of retailers. Our revenue generating activities have a single performance obligation and are recognized at the point in time when control transfers and our obligation has been fulfilled, which is when the related goods are shipped or delivered to the customer, depending upon the method of distribution, and shipping terms. We have elected to treat shipping as a fulfillment activity. Revenue is measured as the amount of consideration we expect to receive in exchange for the sale of our product. The Company has no obligation to accept the return of products sold other than for replacement of damaged products. Other than quantity price discounts negotiated with customers prior to billing and delivery (which are reflected as a reduction in sales), the Company does not offer any sales incentives or other rebate arrangements to customers. Revenue associated with manufacturing and packaging business is recognized at a point in time when obligations under the terms of a contact with a customer are satisfied.

(h) Shipping and Handling Costs

Shipping and handling costs to deliver product to customers are reported as operating expenses in the accompanying statements of operations. Shipping and handling costs to purchase inventory are capitalized and expensed to cost of sales when revenue is recognized on the sale of product to customers.

(i) Equity-Based Compensation

Equity-based compensation is accounted for at fair value in accordance with ASC Topic 718, “Compensation-Stock Compensation”. For the three and six months ended ~~March~~June 3130, 2022, equity-based compensation was $278,798 and $559,596, respectively. For the three and six months ended June 30, 2021, equity-based compensation was and $~~280~~589,~~798~~000 and $~~180~~769,752, respectively.

(j) Income Taxes

Income taxes are accounted for under the assets and liability method. Current income taxes are provided in accordance with the laws of the respective taxing authorities. Deferred income taxes are provided for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is not more likely than not that some portion or all of the deferred tax assets will be realized.

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(k) Net Loss per Share

Basic net loss per shares of common stock is computed on the basis of the weighted average number of shares of common stock outstanding during the period of the financial statements.

Diluted net loss per share of common stock is computed on the basis of the weighted average number of shares of common stock and dilutive securities (such as stock options, warrants, and convertible securities) outstanding. As Atof June ~~March 31~~30, 2022 and 2021, the Company had 25153,~~620~~908,~~245~~ 668 and 32 10,~~564~~655,~~030~~198 potentially dilutive shares of common stock related to common stock options and warrants, respectively~~, as determined using the treasury stock method~~. Dilutive securities having an anti-dilutive effect on diluted net loss per share are excluded from the calculation.

(l) Recently Issued Accounting Pronouncements

Certain other accounting pronouncements have been issued by the FASB and other standard setting organizations which are not yet effective and have not yet been adopted by the Company. The impact on the Company’s financial position and results of operations from adoption of these standards is not expected to be material.

On August 5, 2020, the FASB issued ASU No. 2020-06 which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. ASU 2020-06 simplifies the guidance in U.S. GAAP on the issuer’s accounting for convertible debt instruments. Such guidance includes multiple disparate sets of classification, measurement, and derecognition requirements whose interactions are complex. ASU 2020-06 is effective for annual periods beginning after December 15, 2021 and interim periods within those annual periods, with early adoption permitted. An entity that elects early adoption must adopt all the amendments in the same period. Most amendments within this ASU are required to be applied on a prospective basis, while certain amendments must be applied on a retrospective or modified retrospective basis. The adoption of this new guidance did not have a material impact on our financial statements.

(m) Business Acquisition Accounting

The Company applies the acquisition method of accounting for those that meet the criteria of a business combination. The Company allocates the purchase price of its business acquisition based on the fair value of identifiable tangible and intangible assets. The difference between the total cost of the acquisition and the sum of the fair values of acquired tangible and identifiable intangible assets less liabilities is recorded as goodwill. Transaction costs are expensed as incurred in general and administrative expenses.

(l) Leasehold improvements, furniture, and equipment, net

Leasehold improvements, furniture, and equipment are recorded at cost. Depreciation of furniture and fixtures is provided using the straight-line method, generally over the terms of the lease. Repairs and maintenance expenditures, which do not extend the useful lives of the related assets, are expensed as incurred. Depreciation of machinery and equipment is based on the estimated useful lives of the assets

3. ACQUISITION OF TOPPOP

On July 26, 2021, the Company entered into an acquisition agreement (the “TopPop Acquisition Agreement”) with TopPop, and each of FrutaPop LLC (“Frutapop”), Innoaccel Investments LLC (“Innoaccel”) and Thomas Martin (“Martin” and, together with Frutapop and Innoaccel, the “TopPop Members”), pursuant to which the TopPop Members sold to the Company and the Company acquired, all of the issued and outstanding membership interests of TopPop.

TopPop is a brand owner and contract manufacturing and packaging company specializing in flexible packaging solutions in the food, beverage and health categories. Its first branded and contract products are alcohol-infused ice pops. Its manufacturing facility in Marlton, New Jersey is registered by the Federal Drug Administration and holds a Safe Quality Food certification.

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Upon consummation of the acquisition contemplated by the TopPop Acquisition Agreement, the TopPop Members received, in the aggregate: (a) $3,694,273 in cash by transfer of immediately available funds, (b) 26,009,600 shares of Company’s common stock, par value $0.001 per share, which shares were valued in the aggregate at $10,143,744, or $0.39 per share, (c) $5,042,467 aggregate principal amount of promissory notes of the Company (the “Promissory Notes”) and (d) future additional cash payments as earnout consideration (the “Total Consideration”). The earn-out payments, if any, will be made (i) following the 12-month period commencing on August 1, 2021 (the “First Year”), in an amount (the “First Year Earn-out Amount”) equal to each TopPop Member’s pro rata portion of the excess, if any, of: (A) 1.96 times TopPop’s EBITDA for the First Year over (B) the aggregate amount of the Promissory Notes repaid in cash during the First Year; provided, however, no First Year Earn-out Amount shall be payable if (i)(A) does not exceed (i)(B); and (ii) following the 12-month period commencing on August 1, 2022 (the “Second Year”), in an amount (the “Second Year Earn-out Amount”) equal to each TopPop Member’s pro rata portion of the excess, if any, of: (A) 1.96 times TopPop’s EBITDA for the Second Year over (B) the aggregate amount of the Promissory Notes repaid in cash during the Second Year; provided, however, no Second Year Earn-out Amount shall be payable if (ii)(A) does not exceed (ii)(B). The earn-out payments shall be made, at the election of each TopPop Member, in cash or in shares of common stock or a combination thereof, less any reserve for possible indemnification payments, provided that not less than 45% of the value of each earn-out payment shall be paid in common stock. If paid in shares of common stock, such shares shall be valued at the then-prevailing market rate.

The Company originally calculated the First Year Earn-out Amount to be $8,244,642 and the Second Year Earn-out Amount to be $11,959,863. In connection with the requirement to record the contingent consideration at fair value for every reporting period, information as of and during the period ended ~~March~~June 3130, 2022 required the Company to conclude that there will be no contingent consideration required to be made at the end of the First Year, while the entire amount of contingent consideration previously recorded will be required to be made at the end of the Second Year. This is the result of delays in the revenue targets but no material changes in the underlying projections previously used in connection with the valuation of such contingent consideration. Therefore, the Company estimates that the total contingent consideration is $20,204,505 and will be owed at the end of the Second Year.

The Promissory Notes bear interest at the rate of 10% per annum and mature on July 26, 2022. The Promissory Notes are not subject to pre-payment penalties; however, the Company may not pre-pay any amount on any Promissory Note without pre-paying a pro-rata portion of all Promissory Notes. In connection with the Promissory Notes, the Company granted to the TopPop Members a security interest in all of the Company’s membership interests of TopPop pursuant to certain pledge agreements with each of the TopPop Members, each dated July 26, 2021. The Promissory Notes are not convertible into equity securities of the Company. Under the terms of the Promissory Notes, there is a five-day grace period to July 31, 2022 before an event of default occurs. Upon an event of default, the holders may exercise all rights and remedies available under the terms of the Promissory Notes or applicable laws, including to foreclose on certain collateral consisting of the membership interests of TopPop. ~~The~~Holders ~~Company~~of isapproximately ~~currently~~$3.55 inmillion ~~discussions~~of ~~with~~these ~~holders~~notes ~~regarding~~have ~~possible~~agreed ~~solutions~~to ~~for~~extend the ~~payment~~term offor ~~the~~30 ~~Promissory~~days ~~Notes,~~and ~~including~~have ~~the~~indicated ~~possible~~that they will not seek cash settlement prior to August 2023. The Company expects to be able get further extension of notes if needed. The Company has not received any demand for anpayment ~~additional~~on ~~year~~any of the other notes.

The Company accounted for the Acquisition of TopPop as a business combination using the purchase method of accounting as prescribed in Accounting Standards Codification 805, Business Combinations (“ASC 805”) and ASC 820 – Fair Value Measurements and Disclosures (“ASC 820”). In accordance with ASC 805 and ASC 820, we used our best estimates and assumptions to accurately assign fair value to the tangible assets acquired, identifiable intangible assets and liabilities assumed as of the acquisition dates. Goodwill as of the acquisition date is measured as the excess of purchase consideration over the fair value of tangible and identifiable intangible assets acquired and liabilities assumed.

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Fair value of the acquisition

The following table summarizes the allocation of the purchase price as of the TopPop acquisition:

Purchase price:
Cash, net of cash acquired	$	3,694,273
Fair value of common stock		10,143,744
Contingent consideration		20,204,505
Note payable		5,042,467
Total purchase price		39,084,989

Assets acquired:
Accounts receivable		5,432,608
Furniture and equipment		1,848,580
Inventory		1,194,936
Equipment deposit		320,810
Security deposit		131,529
Tradename / Trademarks		6,867,000
IP/Technology		849,000
Non-compete agreement		807,200
Customer Base		14,414,000
Total assets acquired:		31,865,663

Liabilities assumed:
Accounts payable		(2,435,412	)
Notes payable		(5,927,380	)
Deferred revenue		(394,759	)
Total Liabilities assumed		(8,757,551	)
Net assets acquired		23,108,112
Excess purchase price “Goodwill”	$	15,976,877

The excess purchase price has been recorded as “goodwill” included as part of “Intangible assets” in the amount of $15,976,877. The estimated useful life of the identifiable intangible assets is four to ten years. The goodwill is amortizable for tax purposes.

See Note 14 for the required pro forma information related to the business combination.

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Intangible assets

Intangible assets consist of the following:
	Estimated Useful	March 31,		December 31,
	EstimatedUseful	June 30,		December 31,
	Lives	2022		2021
Tradename - Trademarks	5 years	$	6,867,000	$	6,867,000
Intellectual Property	5 years		849,000		849,000
Customer Base	10 years		14,414,000		14,414,000
Non-Competes	4 years		807,200		807,200
			22,937,200		22,937,200
Less: accumulated amortization			2,~~124~~920,~~214~~814		1,327,614
		$	20,~~812~~016,~~986~~386	$	21,609,586

Intangible assets are amortized on a straight-line basis over the useful lives of the assets. Amortization expense amounted to $796,600 and $01,593,200 for the three and six months ended ~~March~~June 3130, 2022 ~~and 2021~~, respectively. There was no amortization expense during the six months ended June 30, 2021.

Future amortization of intangible assets for the remainder of the current fiscal year and the next five years and thereafter:	Amount
Remainder of the year ended December 31, 2022	$	21,~~389~~593,~~800~~200
2023		3,186,400
2024		3,186,400
2025		3,102,317
2026		2,341,600
Thereafter		6,606,469
2027		1,441,400
Total	$	20,812,986
Thereafter		5,165,069
Total	$	20,016,386

4. LEASEHOLD IMPROVEMENTS, FURNITURE, AND EQUIPMENT, NET

Leasehold improvements, furniture, and equipment, net consisted of the following:
	March 31,			December 31,
	June 30,			December 31,
	2022			2021
Machinery and equipment	$	67,~~950~~114,~~296~~980		$	5,352,009
Leasehold improvements		~~269~~325,~~976~~171			154,389
Supplies		~~221~~238,~~639~~741			140,004
Furniture and fixtures		74,068			36,181
		7,515,979			5,682,583
		7,752,960			5,682,583
Less accumulated depreciation		(~~203~~466,~~967~~682	)		(125,619	)
	$	7,~~312~~286,~~012~~278		$	5,556,964

Depreciation expense related to leasehold improvements, furniture, and equipment amounted to $78262,~~348~~715 and $3341,~~546~~063 for the three and six months ended ~~March~~June 3130, 2022 ~~and 2021~~, respectively.

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5. INVENTORIES

Inventories consisted of:

	March 31,2022		December 31,2021
	June 30,2022		December 31,2021
Finished goods:
Bellissima brands	$	~~686~~965,~~942~~747	$	384,717
TopPop		1929,~~017,136~~121		728,305
Total finished goods		1,~~704~~894,~~078~~868		1,113,022
Work-in-process:
TopPop		~~822~~64,~~328~~313		88,066
Raw materials:
TopPop		~~254~~529,~~713~~211		27,263
Bellissima brands		~~400~~370,600		-
Total raw materials		~~655~~899,~~313~~811		27,263
Total	$	32,~~181~~858,~~719~~922	$	1,228,351

6. ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses consisted of:

	March 31, 2022		December 31, 2021
	June 30, 2022		December 31, 2021
Accounts payable	$	34,~~374~~477,~~900~~452	$	1,~~671~~367,~~161~~787
Accrued officers’ compensation		~~762~~731,~~239~~127		780,701
Accrued royalties		161,244		178,013
Accrued interest		470,949		215,056
Other		183,758		83,171
Accrued commissions		238,755		88,318
Total	$	4,482,141	$	2,713,046
Accrued royalties		172,159		178,013
Other		131,193		83,171
Total	$	6,221,635	$	2,713,046

On April 15, 2022, the Company was late in filing its Annual Report on Form 10-K for the year ended December 31, 2021, which was filed on June 15, 2022. On May 20, 2022, the Company was late in filing it Quarterly Report on Form 10-Q for the period ended March 31, 2022, which was filed on August 2, 2022. Under the terms of the Securities Purchase Agreement signed on July 26, 2021, the Company will incur a late filing penalty. The penalty was calculated at $603,000 and is included on the Balance Sheet and of June 30, 2022 in accounts payable and accrued expenses and classified as general and administrative expenses on the Statement of Operations for the three and six months ended June 30, 2022.

7. NOTES PAYABLE

AsIn connection with the July 2021 acquisition of ~~March~~100% 31of the equity of TopPop, ~~2022~~on July 26, 2021, the Company issued to the sellers promissory notes ~~payable~~in ~~consisted~~the ofaggregate aprincipal amount of $~~150~~4,900,000 ~~SBA~~(the ~~note~~“TopPop ~~and~~Notes”). The TopPop Notes bear interest at the $5rate of 10% per annum,~~042~~ matured on July 26,~~467~~ 2022 and are secured by all of the outstanding membership interest in TopPop. Holders of approximately $3.55 million of these notes have agreed to ~~former~~extend ~~owners~~the term for 30 days and have indicated that they will not seek cash settlement prior to August 2023. The Company expects to be able get further extension of ~~TopPop~~notes if needed. The Company has not received any demand for payment on any of the other notes.

The future payments on principal of notes payable are as follows:	Amount
Remainder of the year ended December 31, 2022	$	5,045,466
Year ending December 31, 2023		3,114
Year ending December 31, 2024		3,233
Year ending December 31, 2025		3,356
Year ending December 31, 2026		3,484
Thereafter		133,814
Total	$	5,192,467

On July 26, 2021, the Company assumed an SBA note from the acquisition of TopPop. The note bears an interest rate of 3.75% per annum and matures on January 22, 2051.

InAs ~~connection with the July 2021 acquisition~~ of ~~100%~~June ~~of the equity of TopPop~~30, ~~on July 26~~2022, ~~2021, the Company issued to the sellers promissory~~ notes inpayable ~~the~~consisted ~~aggregate principal amount~~ of a $4150,~~900,~~000 ~~(the~~SBA ~~“TopPop~~note ~~Notes”).~~and ~~The TopPop Notes bear interest at~~ the ~~rate of 10% per annum~~$5, ~~matured on July 26~~042,467 ~~2022 and are secured by all of the outstanding membership interest in TopPop. Holders of approximately $3.55 million of these~~ notes ~~have agreed~~ to ~~extend~~former ~~the~~owners ~~term for 30 days and have indicated that they will not seek cash settlement prior to August 2023.The Company has not received any demand for payment on any~~ of ~~the other notes~~TopPop.

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The future payments on principal of notes payable are as follows:	Amount
Remainder of the year ending December 31, 2022	$	5,045,466
Year ending December 31, 2023		3,114
Year ending December 31, 2024		3,233
Year ending December 31, 2025		3,356
Year ending December 31, 2026		3,484
Thereafter		133,814
Total	$	5,192,467

Interest expense on these notes for the three and six months ended June 30, 2022 was $125,308 and $249,261, respectively. Interest expense on notes payable for the three and six months ended June 30, 2021 was $30,754 for both periods.

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8. FACTORING LIABILITY

During the ~~three~~six months ended ~~March~~June 3130, 2022, the Company entered into a purchase and sale agreement with Prestige Capital Finance, LLC (“Prestige”). Under the agreement, Prestige buys all of the Company’s right, title, and interest in specific accounts receivable. Prestige has full recourse against the Company for advances if payments are not received for any reason. All credit risk is borne by the Company and not by Prestige. Prestige pays a down payment to the Company of 80% of the face value of the specified receivables. The maximum outstanding balance of the advance is $2,000,000. Prestige’s final purchase price of the accounts receivable is at a discount which is deducted from the face value of each account upon collection. The discount fee is based upon the number of days the account receivable is outstanding from the date of the down payment. The discount fee ranges from 1.95% if the receivable is paid within 30 days to 5.85% if paid within 90 days, plus an additional 1.5% for each 10-day period thereafter until the account is paid in full.

The outstanding balance is secured by an interest in virtually all assets of the Company, with a first security interest in accounts receivable. The agreement remains in effect through ~~January10~~January 10, 2023 and will be automatically renewed for successive periods of one year each unless either party terminates the agreement in writing at least 60 days prior to the expiration of the initial term or any renewal term. Prestige may cancel the agreement at any time upon 60 days’ notice.

The Company accounts for this agreement as a financing arrangement, with the down payments recorded as debt and repayment made when the applicable receivable is collected. As of ~~March~~June 3130, 2022, there was an outstanding balance of $1,~~960~~470,~~604~~007 and accrued interest of $566,~~883~~922. Interest expense for incurred during the three and six months ended June 30, 2022 was $132,905 and $189,787, respectively.

9. CAPITAL STOCK

Treasury Stock

During the first quarter in 2021, the Company retired 1,000,000 shares of treasury stock with a value of $516,528.

Preferred Stock and Common Stock

On July 26, 2021, the Company filed a Certificate of Designation, Preferences and Rights of the Series A-2 Convertible Preferred Stock, par value $0.001 per share (“Series A-2 Preferred Stock”) with the Secretary of State of Nevada, designating up to 45,000 shares of the Company’s preferred stock as Series A-2 Preferred Stock. The holders shall be entitled to receive, and the Company shall pay, dividends on shares of Series A-2 Preferred Stock equal (on an as-if-converted-to common stock basis) to and in the same form as dividends actually paid on shares of common stock when, as and if such dividends are paid on shares of common stock. The Series A-2 Preferred Stock shall have no voting rights.

On January 5, 2022, the Company closed the second tranche of the equity financing and issued 12,258 shares of Series A-2 Preferred Stock, 4,301,004 shares of common stock and warrants to purchase 40,018,583 shares of common stock for gross proceeds of approximately $12.2 million and net proceeds of approximately $10.9 million after deduction of placement agent commissions and expenses of the offering. Such net proceeds are expected to be used by the Company for domestic and international expansion of its Bellissima brand, the expansion of the production facilities of the Company’s TopPop subsidiary, new product launches, marketing, and other general working capital purposes.

Between January 2022 and March 2022, stockholders converted 701 shares of Series A-2 Preferred Stock into 2,243,200 shares of common stock, par value $.001 per share, at $0.31 per share.

On March 23, 2021, the Company issued 401,670 shares of its common stock to an investors relations firm for services rendered to the Company. The $180,752 fair value of the 401,670 shares of common stock was expensed as ~~investors~~investor relations ~~in the three months ended March 31, 2021~~.

On May 12, 2021, the Company issued a total of 1,100,000 shares of its common stock to 10 individuals for prior services rendered to the Company. The $429,000 fair value of the 1,100,000 shares of Iconic common stock was expensed as consulting fees in the six months ended June 30, 2021.

On May 19, 2021, the Company issued 300,000 shares of its common stock to Richard DeCicco and 100,000 shares of its common stock to Roseann Faltings for prior services rendered to the Company. The $160,000 fair value of the 400,000 shares of Iconic common stock was expensed as officers’ compensation in the six months ended June 30, 2021.

Warrants

In connection with the second tranche of the equity financing, on January 5, 2022, the Company granted 40,018,583 warrants to purchase common stock. The warrants expire in five years and have an exercise price of $0.31 per share.

A summary of warrant activity for the period ~~December~~January 311, ~~2021~~2022, to ~~March~~June 3130, 2022, as follows:

	Warrants		~~Weighted Average Exercise Price~~WeightedAverageExercisePrice		~~Weighted Average Contractual Term Outstanding~~WeightedAverageContractualTermOutstanding
Outstanding at December 31, 2021		87,593,083	$	0.31		4.23
Outstanding at January 1, 2022		87,593,083	$	0.31		4.23
Granted		40,018,583		0.31		4.7752
Outstanding at March 31, 2022		127,611,666		0.31		4.46
Outstanding at June 30, 2022		127,611,666		0.31		4.21

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Options

During the three and six months ended ~~March~~June 3130, 2022, the Company recognized $~~280~~278,798 and $559,596, respectively, of expense for the option awards. There were no options outstanding as of ~~March~~June 3130, 2021.

The following table summarizes the activity of our stock options for the ~~three~~six months ended ~~March~~June 3130, 2022:

	Shares		~~Weighted AverageExercise Price~~WeightedAverageExercisePrice		~~Weighted Average Contractual Term Outstanding~~WeightedAverageContractualTermOutstanding
Outstanding at December 31, 2021		7,408,200	$	0.45		9.79
Granted		-		-		-
Exercised		-		-		-
Forfeited or expired		-80,000		-0.45		-9.29
Outstanding at March 31, 2022		7,408,200		0.45		9.54
Outstanding at June 30, 2022		7,328,200		0.45		9.29

The aggregate intrinsic value of outstanding options as of December 31, 2021 was $298,544. The outstanding options had no aggregate intrinsic value as of ~~March~~June 3130, 2022. The intrinsic value is calculated as the difference between the market value and the exercise price of the shares on balance sheet date. The market values based on the closing bid price as of ~~March~~June 3130, 2022 and December 31, 2021 was $0.3928 and $0.49, respectively.

As of ~~March~~June 3130, 2022, there was approximately $2,~~800~~537,000 of unrecognized compensation cost related to unvested stock options granted and outstanding, net of estimated forfeitures. The cost is expected to be recognized on a weighted average basis over a period of approximately three years.

10. LEASES

On November 12, 2019, TopPop executed a lease agreement with Plymouth 4 East Stow LLC to rent approximately 26,321 square feet of warehouse space in Marlton, NJ. The lease provided a term of five years commencing upon January 1, 2020 and terminating on December 31, 2024. The lease also provided for a monthly payment to Plymouth 4 East Stow LLC for common area use of $4,430 and a security deposit to the Landlord of $45,864.

Effective November 6, 2020, TopPop executed a lease agreement with Warehouse4Biz LLC to rent approximately 14,758 square feet of warehouse space in Bellmawr, NJ. The lease provided a lease term of two years commencing upon December 1, 2020 and terminating on November 30, 2022. The lease provided a security deposit to Warehouse4Biz LLC of $20,734.

On January 1, 2021, Iconic executed a cancellable Lease Agreement with Dan Kay International (an entity controlled by Richard DeCicco) for the lease of the Company’s office and warehouse space in North Amityville, NY. The agreement has a term of three years from January 1, 2021 to January 1, 2024 and provides for monthly rent of $4,893.

Effective May 19, 2021, TopPop executed a lease agreement with Industrial Opportunities II LLC to rent approximately 63,347 square feet of warehouse space in Pennsauken, NJ. The lease provided a lease term of 76 months commencing upon September 1, 2021 and terminating on December 31, 2027. The lease provided a security deposit to Industrial Opportunities II LLC of $64,931.

Effective February 9, 2022, TopPop executed a lease agreement to rent approximately 82,000 square feet of warehouse space in Pennsauken, NJ. The lease provided a lease term of 74 months (the first two months are rent free) commencing upon February 9, 2022 and terminating on March 31, 2028. The lease provided a security deposit to the landlord of $92,250 Per the lease agreement, TopPop was also required to post an additional deposit of $184,500. On May 31, 2022, ~~TopPopsent~~TopPop sent the deposit to an escrow account held by the landlord’s counsel.

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The future undiscounted minimum lease payments under the noncancellable leases for the remainder of the current fiscal year and the next five years and thereafter are as follows:

	As of March 31, 2022
	As of June 30, 2022
Remainder of the year ended December 31, 2022	$	915,669
Remainder of the year ending December 31, 2022	$	607,919
Year ending December 31, 2023		1,168,312
Year ending December 31, 2024		1,142,884
Year ending December 31, 2025		1,177,170
Year ending December 31, 2026		1,212,485
Thereafter		2,673,963
Year ending December 31, 2027		1,248,889
Total undiscounted finance lease payments	$	8,290,483
Thereafter		1,425,074
Less: Imputed interest		2,502,598
Total undiscounted finance lease payments	$	7,982,733
Present value of finance lease liabilities		5,787,885
Less: Imputed interest		2,359,264
Present value of finance lease liabilities	$	5,623,469

The operating lease liabilities of $5,~~787~~623,~~885~~469 and $3,216,315 as of ~~March~~June 3130, 2022 and December 31, 2021, respectively, represents the discounted (at a 10% estimated incremental borrowing rate) value of the future lease payments at ~~March~~June 3130, 2022 and December 31, 2021. The Company’s weighted-average remaining lease term relating to its operating leases is 54.4729 years.

For the ~~quarters~~three and six months ended ~~March~~June 3130, 2022 ~~and 2021~~, occupancy expense attributed to these leases were $~~450~~395,~~138~~324 and $25845,~~508~~462, respectively

For the three and six months ended June 30, 2021, occupancy expense was $28,332 and $53,840, respectively,

Effective June 1, 2022, the Company entered into a sublease agreement to rent out 30,000 square feet of space at one of its warehouses. The gross rent is $9 per square foot, or $22,500 per month for 36 months. During the three and six months ended June 30, 2022, the Company recognized $22,500 of rental income that is presented with general and administrative expenses on the Statement of Operations.

11. COMMITMENTS AND CONTINGENCIES

a. Iconic Guarantees

On May 26, 2015, BiVi entered into a license agreement with Neighborhood Licensing, LLC (the “BiVi Licensor”), an entity owned by Chazz Palminteri (“Palminteri”), to use Palminteri’s endorsement, signature and other intellectual property owned by the BiVi Licensor. The Company has agreed to guarantee and act as surety for BiVi’s obligations under certain sections of the license agreement and to indemnify the BiVi Licensor and Palminteri against third party claims.

On November 12, 2015, Bellissima Spirits entered into a license agreement with Christie Brinkley, Inc. (the “Bellissima Licensor”), an entity owned by Christie Brinkley (“Brinkley”), to use Brinkley’s endorsement, signature, and other intellectual property owned by the Bellissima Licensor. The Company has agreed to guarantee and act as surety for Bellissima’s obligations under certain sections of the license agreement and to indemnify the Bellissima Licensor and Brinkley against third party claims.

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b. Royalty Obligations of BiVi and Bellissima

Pursuant to the license agreement with the Bivi Licensor (see Note 11a. above), BiVi is obligated to pay the BiVi Licensor a Royalty Fee equal to 5% of monthly gross sales of BiVi Brand products payable monthly subject to an annual Minimum Royalty Fee of $100,000 in year 1, $150,000 in year 2, $165,000 in year 3, $181,500 in year 4, $199,650 in year 5, and $219,615 in year 6 and each subsequent year. The Minimum Royalty Fee has been waived until such time as the parties agree to reinstate the Minimum Royalty Fee. As of the date of this filing, the Minimum Royalty Fee was not reinstated.

Pursuant to the license agreement and Amendment No. 1 to the license agreement effective September 30, 2017 with the Bellissima Licensor (see Note 11a. above), Bellissima is obligated to pay the Bellissima Licensor a Royalty Fee equal to 10% of monthly gross sales (12.5% for sales in excess of defined Case Break Points) of Bellissima Brand products payable monthly. The Bellissima Licensor has the right to terminate the endorsement if Bellissima fails to sell 10,000 cases of Bellissima Brand products in year 1, 15,000 cases in year 2, or 20,000 cases in year 3 and each subsequent year. These appropriate thresholds were met during the year.

c. Brand Licensing Agreement relating to Hooters Marks

On July 23, 2018, United executed a Brand Licensing Agreement (the “Hooters Agreement”) with HI Limited Partnership (the “Licensor”). The Hooters Agreement provides United a license to use certain “Hooters” Marks to manufacture, market, distribute, and sell alcoholic products.

On November 1, 2021, the Company amended its agreement with Hooters (the “Amended Hooters Agreement”) which will be effective until December 31, 2025 with an option to extend until 2028. Under the Amended Hooters Agreement, the Company must pay Hooters 10% of net sales of all products during the term.

d. Marketing and Order Processing Services Agreement

During October 2019, United executed a Marketing and Order Processing Services Agreement (the “QVC Agreement”) with QVC, Inc. (“QVC”). Among other things, the QVC Agreement provides for United’s grant to QVC of an exclusive worldwide right to promote the Bellissima products through direct response television programs.

The initial license period commenced October 2019 and expires in December 2021 (i.e., two years after first airing of a Bellissima product). Unless either party notifies the other party in writing at least 30 days prior to the end of the Initial License Period or any Renewal License Period of its intent to terminate the QVC Agreement, the License continually renews for additional two-year periods. The license automatically renewed on January 1, 2022.

The QVC Agreement provides for United’s payment of “Marketing Fees” (payable no less than monthly) to QVC in amounts agreed to between United and QVC from time to time. For the ~~three~~six months ended ~~March~~June 3130, 2022 and 2021, the Marketing Fees expense (payable to QVC) was $3686,~~027~~153 and $81131,~~102~~450, respectively, and the direct response sales generated from QVC programs was $~~142~~414,~~689~~567 and $~~405~~687,~~510~~006, respectively.

e. Concentration of sales

For the three and six months ended ~~March~~June 3130, 2022 and 2021, sales consisted of:

	2022		2021
	Three Months Ended		Six Months Ended		Three Months Ended		Six Months Ended
Bellissima product line:
	June 30,		June 30,		June 30,		June 30,
QVC direct response sales	$	142,689	$	405,510
	2022		2022		2021		2021
Other		390,406		206,732
Bellissima product line:
Total Bellissima		533,095		612,242
QVC direct response sales	$	271,878	$	414,567	$	281,497	$	687,006
TopPop		3,513,702		-
Other		638,084		1,028,490		288,124		494,857
Hooters product line		-		22,291
Total Bellissima		909,962		1,443,057		569,620		1,181,862
Total	$	4,046,797	$	634,533
BiVi product line		-		-		-		-
TopPop		5,744,259		9,257,961		-		-
Hooters product line		-		-		15,294		37,585
Total	$	6,654,221	$	10,701,018	$	584,914	$	1,219,447

TopPop’s sales to one customer consisted of 9263% and 6551% of its total sales for the ~~three~~six months ended ~~March~~June 3130, 2022 and 2021, respectively. As of ~~March~~June 3130, 2022 and December 31, 2021, 9382% and 9%, respectively, of TopPop’s accounts receivables were from that same customer.

f. Commission Agreements

On July 10, 2019, the Company executed a Commission Agreement with CAA-GBA USA, LLC (“CAA-GBG”). The agreement provides CAA-GBG to receive 5% revenue generated with respect to the co-packing or related manufacturing deal for Anheuser-Busch, LLC. Additionally, CAA-GBG is also entitled to receive 5% of revenue for new business identified. The initial agreement expired on July 31, 2021 and automatically renews every year. No commissions were incurred under this agreement since the date of acquisition of TopPop (July 26, 2021) through ~~March~~June 3130, 2022. On May 23, 2022,CAA-GBG received notice of termination and the Commission Agreement ~~will~~ended ~~end~~ on July 31, 2022.

Effective December 11, 2019, the Company executed a Commission Agreement with Christopher J. Connolly. Mr. Connolly had agreed to provide sales representation services to Company for alcohol ice pop packing opportunities in exchange for commission. The agreement provides a commission 5% of gross revenue collected. The initial term is one year from the effective date. The agreement will renew automatically for 1-year terms unless the agreement is terminated. The Company has decided to keep this agreement in place and no commissions were incurred under this agreement since the date of acquisition of TopPop (July 26, 2021) through ~~March~~June 3130, 2022.

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12. RELATED PARTY TRANSACTIONS

On December 6, 2019 the Company executed a Financial Services Agreement with InnoAccel, a controlling member of the TopPop. InnoAccel had agreed to provide financial and administrative services for the company in exchange for hourly compensations.

The Company has agreed to keep this agreement in place and for the ~~three~~six months ended ~~March~~June 3130, 2022 the Company has recorded consulting expense of $4592,~~000~~894.

13. SEGMENT REPORTING

FASB Codification Topic 280, Segment Reporting, establishes standards for reporting financial and descriptive information about an enterprise’s reportable segments. The Company has two reportable segments: sale of branded alcoholic beverages and specialty packaging. The segments are determined based on several factors, including the nature of products and services, the nature of production processes, customer base, delivery channels and similar economic characteristics.

An operating segment’s performance is evaluated based on its pre-tax operating contribution, or segment income. Segment income is defined as net sales less cost of sales, segment selling, general and administrative expenses, research and development costs and stock-based compensation. It does not include other charges (income), net and interest and other, net.

	Branded Beverages			Specialty Packaging (TopPop)			Corporate			Total
Balance sheet at March 31, 2022
Balance sheet at June 30, 2022
Assets	$	96,~~339~~647,~~214~~516		$	55,~~806~~846,~~505~~103		$	-		$	6562,~~145~~493,~~719~~619
Liabilities	$	23,~~361~~059,~~276~~337		$	3536,~~544~~007,~~254~~278		$	-		$	3739,~~905~~066,~~530~~615
Balance sheet at December 31, 2021
Assets	$	2,925,694		$	47,780,962		$	-		$	50,706,656
Liabilities	$	2,447,005		$	29,146,596		$	-		$	31,593,601
Income Statement for the three months ended March 31, 2022:	Branded Beverages			Specialty Packaging			Corporate			Total
Income Statement for the six months ended June 30, 2022:		Branded Beverages			Specialty Packaging			Corporate			Total
Net Sales	$	~~533~~1,~~095~~391,995		$	39,~~513~~309,~~702~~023		$	-		$	410,~~046~~701,~~797~~018
Cost of sales	$	~~214~~597,~~341~~503		$	16,~~990~~528,~~698~~210		$	-		$	27,~~205~~125,~~039~~713
Total operating expenses	$	14,~~617~~066,~~885~~371		$	25,~~834~~695,~~905~~860		$	~~357~~637,~~574~~359		$	410,~~810~~399,~~364~~590
Loss from operations	$	(13,~~299~~271,~~131~~879	)	$	(12,~~311~~915,~~901~~047	)	$	(~~357~~637,~~574~~359	)	$	(26,~~968~~824,~~606~~585	)
Interest expense	$	-		$	~~183~~427,~~134~~286		$	-		$	~~183~~427,~~134~~286
Depreciation and amortization	$	15,~~141~~628		$	77335,~~207~~437		$	-		$	78341,~~348~~065
Income Statement for the three months ended March 31, 2021:
Income Statement for the six months ended June 30, 2021:
Net Sales	$	~~634~~1,~~533~~219,447		$	-		$	-		$	~~634~~1,~~533~~219,447
Cost of Goods Sold	$	~~318~~643,~~633~~839		$	-		$	-		$	~~318~~643,~~633~~839
Total operating expenses	$	~~891~~2,~~388~~649,965		$	-		$	~~103~~241,~~750~~373		$	~~995~~2,~~138~~891,338
Loss from operations	$	(~~575~~2,~~488~~074,357	)	$	-		$	(~~103~~241,~~750~~373	)	$	(~~679~~2,~~238~~315,730	)
Depreciation and amortization	$	3,~~546~~981		$	-		$	-		$	3,~~546~~981

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Income Statement for the three months ended June 30, 2022:	Branded Beverages			Specialty Packaging			Corporate			Total
Net Sales	$	858,900		$	5,795,321		$	-		$	6,654,221
Cost of sales	$	383,162		$	4,537,512		$	-		$	4,920,674
Total operating expenses	$	2,448,486		$	2,860,955		$	279,785		$	5,589,226
Loss from operations	$	(1,972,748	)	$	(1,603,146	)	$	(279,785	)	$	(3,855,679	)
Interest expense	$	-		$	244,152		$	-		$	244,152
Depreciation and amortization	$	4,487		$	258,228		$	-		$	262,715

Income Statement for the three months ended June 30, 2021:
Net Sales	$	584,914		$	-		$	-		$	584,914
Cost of Goods Sold	$	325,206		$	-		$	-		$	325,206
Total operating expenses	$	1,758,577		$	-		$	137,623		$	1,896,200
Loss from operations	$	(1,498,869	)	$	-		$	(137,623	)	$	(1,636,492	)
Depreciation and amortization	$	435		$	-		$	-		$	435

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14. PROFORMA FINANCIAL STATEMENTS (UNAUDITED)

Unaudited Supplemental Pro Forma Data

Unaudited pro forma results of operations for the quarters ended ~~March~~June 3130, 2022 and 2021:

	Quarter EndedMarch 31, 2022			Quarter EndedMarch 31, 2021
	Three Months Ended June 30,						Six Months Ended June 30,
Sales	$	4,046,797		$	3,002,597
	2021			2022			2021			2022
Cost of sales		2,205,039			1,753,016
Sales	$	6,441,386		$	6,654,221		$	9,443,983		$	10,701,018
Gross Profit		1,841,758			1,249,581
Cost of sales		3,989,510			4,920,674			5,742,526			7,125,713
General and administrative expenses		4,458,387			2,773,708
Gross Profit		2,451,876			1,733,547			3,701,457			3,575,305
Selling and marketing		351,977			197,029
General and administrative expenses		3,732,607			5,252,741			6,506,315			9,711,128
Total operating expenses		4,810,364			2,970,737
Selling and marketing		258,951			336,485			455,980			688,462
Operating income (loss)		(2,968,606	)		(1,721,156	)
Total Operating expenses		3,991,558			5,589,226			6,962,295			10,399,590
Interest expense		(183,134	)		(384,544	)
Operating income (loss)		(1,539,682	)		(3,855,679	)		(3,260,838	)		(6,824,285	)
Gain on forgiveness of PPP loan		-			28,458
Amortization of intangibles		-			-			-			-
Total other expense		(183,134	)		(356,086	)
Interest expense		(274,879	)		(244,152	)		(659,423	)		(427,286	)
Net Loss	$	(3,151,740	)	$	(2,077,242	)
Other income		-			7,848			-			7,848
Net (loss) income attributable to noncontrolling interests in subsidiaries		(93,819	)		16,174
Gain on forgiveness of PPP loan		-			-			28,458			-
Net Loss attributable to common stockholders:	$	(3,057,921	)	$	(2,093,416	)
Total other expense		(274,879	)		(244,152	)		(630,965	)		(419,438	)
Basic and Diluted Loss Per Common Share	$	(0.03	)	$	(0.13	)
Net Loss	$	(1,814,561	)	$	(4,091,983	)	$	(3,891,803	)	$	(7,243,723	)
Weighted Average Shares Outstanding- basic and diluted		94,923,294			86,624,446
Net (loss) income attributable to noncontrolling interests in subsidiaries		8,772			(12,004	)		24,946			(105,823	)
Net Loss attributable to common stockholders:		(1,823,333	)		(4,079,979	)		(3,916,749	)		(7,137,900	)
Basic and Diluted Loss Per Common Share	$	(0.02	)	$	(0.04	)	$	(0.05	)	$	(0.07	)
Weighted Average Shares Outstanding- basic and diluted		87,532,764			97,086,968			86,336,883			95,850,224

These pro forma results are based on estimates and assumptions, which the Company believes are reasonable. They are not necessarily indicative of our consolidated results of operations in future periods or the results that actually would have been realized had we been a combined company during the periods presented. The pro forma results include adjustments in the quarter ended ~~March~~June 3130, 2021, related to amortization of acquired intangible assets of $~~796~~1,~~601~~593,200, interest expense on notes payable of $~~122~~246,~~500~~361, and officer compensation of $~~127~~254,~~384~~800. There are no proforma adjustments for the ~~period~~three ~~ending~~and ~~March~~six 31months ended June 30, 2022.

15. SUBSEQUENT EVENTS

~~Pursuant~~On toJuly ~~an amended licensing agreement entered into on April 22~~1, 2022, ~~the~~under ~~Company will grant 1,500,000 options to purchase common stock, subject to approval by~~ the ~~Board~~terms of ~~Directors~~the ofCertificate ~~Iconic, and subject to approval~~ of ~~Iconic’s~~Designation ~~stock~~for ~~option~~the ~~and~~Series ~~grant~~A-2 Preferred ~~plan~~Stock ~~(as~~filed ~~may~~on beJuly ~~amended~~26, ~~from time to time~~2021, the ~~“Plan”)~~Company bycalculated ~~its~~that ~~stockholders.~~it ~~The~~is ~~exercise~~obligated ~~price~~to ~~per~~pay ~~share~~a ofone-time ~~the~~6% ~~Option~~dividend ~~will~~on ~~be equal to~~ the ~~fair~~subscription ~~market~~ value of ~~Iconic’s~~the ~~common~~initially ~~stock~~issued onSeries ~~the~~A-2 ~~date~~Preferred ~~the~~Stock. ~~Option~~On isJuly ~~granted~~19, as2022, ~~determined~~the inCompany ~~good~~issued ~~faith~~shares ~~by its Board~~ of ~~Directors.~~common ~~The~~stock ~~Option~~to ~~will~~satisfy bethis ~~subject~~dividend torequirement ~~the terms~~ and ~~conditions,~~has ~~including~~calculated ~~vesting~~the ~~terms~~number ~~(two year~~of ~~vesting~~shares into ~~equal~~be ~~quarterly installments)~~issued as 8,810,826 at ~~as set forth in a stock option agreement~~$0. As37 per ~~of the date of this filing, the options were not yet granted~~share.

As of ~~April~~July 151, 2022~~, the~~ ~~Company was late in filing its Annual Report on Form 10-K for~~ the ~~year ended December 31, 2021, which was filed on June 15, 2022. As of May 20, 2022 the~~ Company was late in filing it Quarterly Report on Form 10-Q for the period ended March 31, 2022 and under the terms of the Securities Purchase Agreement signed on July 26, 2021, the Company will incur a late filing penalty. ~~Once~~ On August 2, 2022, the ~~late~~Company ~~filing~~was in compliance with this requirement. There is ~~completed, the~~an additional penalty ~~will~~of be$105,000 ~~calculated~~that atwill ~~a monthly~~be ~~rate~~accrued as of 1%and offor the ~~subscription~~three ~~amount~~month ofperiod ~~the~~ended ~~Securities~~September ~~offering~~30, 2022.

OnDuring the period from July 1, 2022, to ~~under~~August ~~the terms of the Certificate of Designation for the Series A2 Preferred Stock filed on July 26~~22, ~~2021,~~2022 the Company ~~calculated~~issued ~~that~~981,344 itshares isof ~~obligated~~restricted tocommon ~~pay~~stock ain ~~one-time~~connection 6%with ~~dividend~~three onshareholders ~~the~~converting ~~subscription value of the initially issued~~ Series A-2 Preferred Stock. into ~~On July 19, 2022, the Company issued shares of~~ common stock ~~to satisfy this dividend requirement and has calculated the number of shares to be issued as 8,810,826 at $0~~.~~37 per share.~~

22On ~~Table~~August 8, 2022 the Company issued 13,000 shares of ~~Contents~~restricted common stock to an employee as part of an employment agreement.

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ITEM 2: Management’s Discussion and Analysis of Financial Condition and Results of Operations

Our Management’s Discussion and Analysis contains not only statements that are historical facts, but also statements that are forward-looking (within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934). Forward-looking statements are, by their very nature, uncertain and risky. These risks and uncertainties include international, national and local general economic and market conditions; demographic changes; our ability to sustain, manage, or forecast growth; our ability to successfully make and integrate acquisitions; existing government regulations and changes in, or the failure to comply with, government regulations; adverse publicity; competition; fluctuations and difficulty in forecasting operating results; changes in business strategy or development plans; business disruptions; the ability to attract and retain qualified personnel; the ability to protect technology; and other risks that might be detailed from time to time in our filings with the Securities and Exchange Commission (the “SEC”).

Although the forward-looking statements in this Quarterly Report reflect the good faith judgment of our management, such statements can only be based on facts and factors currently known by them. Consequently, and because forward-looking statements are inherently subject to risks and uncertainties, the actual results and outcomes may differ materially from the results and outcomes discussed in the forward-looking statements. You are urged to carefully review and consider the various disclosures made by us in this report and in our other reports as we attempt to advise interested parties of the risks and factors that may affect our business, financial condition, and results of operations and prospects.

You should read the following discussion and analysis of our financial condition and plan of operations together with and our consolidated financial statements and the related notes appearing elsewhere in this Quarterly Report on Form 10-Q. In addition to historical information, this discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results may differ materially from those discussed below. Factors that could cause or contribute to such differences include, but are not limited to, those identified below, those discussed in the section titled “Risk Factors” included elsewhere in this Quarterly Report on Form 10-Q and the risks described in ~~Part I. Item 1A. Risk Factors,” in~~ our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 and our Quarterly Report on Form 10-Q for the quarter ended March 31, 2022. All amounts in this report are in U.S. dollars, unless otherwise noted.

Summary Overview

We are engaged in the development and sale of alcohol and non-alcohol brands that are “better-for-you” (“BFY”) and “better-for-the-planet”. TopPop, our wholly owned subsidiary, produces low calorie, “ready to go” products, ready-to-freeze (“RTF”) products and ready-to-drink (“RTD”) products in sustainable, flexible and stand-up pouch packaging. TopPop also produces “cocktails-to-go” pouches and alcohol ice-pops. Our brands include “Bellissima” by Christie Brinkley, a premium BFY collection of Prosecco, Sparkling Wines, and Still Wines, all certified vegan and made with organic grapes. Bellissima is strategically positioned with its Zero Sugar Wines. We operate in multiple states, sell and distribute across the globe and have Fortune 500 customers that include some of the world’s largest alcohol beverage companies and brands. United is our 100% owned subsidiary that sells our Bellissima, Bella, Sonja Sangria and other alcohol beverages to state distributors. United holds all applicable state and federal licenses in order to sell these products to state distributors in accordance with the United States three tier distribution platform.

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We have expertise in developing, from product inception to wholesale distribution or direct to consumer through the QVC distribution channel, and in branding alcohol beverages for our company and for third parties. We market and place products into national distribution through long-standing industry relationships approximately 45 national or regional alcoholic beverage distributors. We currently market and sell the following product lines:

· Bellissima Prosecco – these products comprise a line of all-natural and vegan Prosecco and Sparkling Wines made with organic grapes, including a Zero Sugar, Zero Carb option, a DOC Brut and a Sparkling Rose. The Bellissima line of Prosecco and Sparkling Wines includes two new flavor profiles, a Zero Sugar/Zero Carb Sparkling Rose and a Rose Prosecco; · Bellissima Zero Sugar Still Wines – this line of five still wines was launched in March 2022 and are certified vegan and are made with organic grapes.; · Bella Sprizz Aperitifs – these products comprise a line of aperitifs consisting of three different expressions, a classic Italian aperitif, an all-natural elderflower aperitif and a classic Italian bitter; · Sonja Sangria – a celebrity Sangria that we have sold since the second quarter of 2021. This product is actively being marketed but does not represent a significant part of our sales; · Ready-to-Freeze and Ready-to-Drink Alcoholic Products – these products are currently produced under contract for third-party national and regional brands and for our Boozy Pops® product line; and · BiVi Vodka – a celebrity-branded vodka that we have sold since 2018 under the brand “BiVi 100 percent Sicilian Vodka” and which currently does not represent a material portion of our sales.

In addition, we develop and market private label spirits for established domestic and international chains.

As a result of our July 2021 acquisition of 100% of the equity of TopPop, we are now a vertically integrated company that develops, produces and distributes alcoholic brands. TopPop is a premier product development, contract manufacturing and packaging company that specializes in flexible packaging applications in the food, beverage and health categories. It has the federal and state licenses necessary to manufacture and blend malt, wine and spirits-based products. In June 2020, TopPop opened a 27,000-square-foot FDA-approved manufacturing facility in Marlton, New Jersey with a Safe Quality Food certification. In September 2021, TopPop leased ana ~~additional 65~~64,000 square ~~feet~~foot facility for manufacturing in Pennsauken, New Jersey. Construction is now complete, and the facility reached full-scale production capability at the end of March 2022. The facility includes approximately $4 million of high-speed packaging equipment and is expected to triple our production capacity. In February 2022, TopPop leased an 82,000 square foot warehouse in Pennsauken, NJ.

For its first product line, TopPop identified the single serve, RTD and RTF as an opportunity for product and packaging innovation. TopPop introduced an alcohol-infused ice pop in June 2020 and began marketing the concept to major alcohol companies. In addition, it developed its own product line trademarked under the name BoozyPopz^®which is expected to be sold through e-commerce platforms and wholesaled directly to sports and entertainment venues. TopPop manufactured approximately eight million ice pops from its launch in June 2020 through December 31, 2020 and manufactured approximately 42 million ice pops during the year ended December 31, 2021. TopPop has also developed a pipeline for the single serve, RTD alcohol cocktail market and anticipates launching a line of products in this market in 2022. TopPop designs and markets flexible packaging for its RTD and RTF products with formulations that are low calorie and contain healthy and natural ingredients. With the opening of TopPop’s new facility at the end of the first quarter of 2022, we expect to have the capacity to manufacture over 150 million units by the end of 2022.

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We believe TopPop brings to us additional synergies and opportunities for cross-promoting new and existing products to a broader customer base and better positions our company to establish and support our brands and to create sustainable packaging solutions to the consumable goods market. We believe our focus on lifestyle branding and the rising “Better-for-You,” “Better-for-the-Planet” consumer categories has made us a leader in developing celebrity brands worldwide, such as our Bellissima Prosecco by Christie Brinkley. Our mission is to be an industry leader in the brand development, marketing and sales of alcoholic beverages and related products by capitalizing on our ability to procure products from around the world and to develop unique and innovative packaging to create brand and product line extensions. We plan to leverage our relationships to add value to our products and to create brand awareness in unbranded niche categories.

Recent Developments

COVID-19

As a result of COVID-19, we have seen a shift away from the traditional brick-and-mortar business to a direct-to-consumer business. Although we expect brick-and-mortar to rebound, we also expect the director-to-consumer model to stay post-COVID-19, as consumers embrace the convenience of having their alcoholic beverages delivered to their doorstep. As we expand our relationship with QVC and our own direct-to-consumer platform through our website, we believe we are well positioned to execute on this opportunity.

~~TopPop~~Results ~~Acquisition~~of Operations for the Three Months Ended June 30, 2022 and 2021

On July 26, 2021, we completed the acquisition of TopPop. In connection with such acquisition, the former TopPop members received, in the aggregate(a) $3,694,273 in cash, net of cash acquired, by transfer of immediately available funds, (b) 26,009,600 shares of our common stock, which shares were valued in the aggregate at $10,143,744, or $0.39 per share, (c) $5,042,467 aggregate principal amount of our promissory notes and (d) future additional payments as earnout consideration valued at $20,204,505 to be paid in cash and stock. The earn-out payments, if any, will be made (i) following the 12-month period commencing on August 1, 2021, in an aggregate amount equal to the excess, if any, of: (A) 1.96 times TopPop’s EBITDA for the period over (B) the aggregate amount of the closing promissory notes repaid in cash during period; provided, however, no such amount shall be payable if (i)(A) does not exceed (i)(B); and (ii) following the 12-month period commencing on August 1, 2022, in an aggregate amount equal to the excess, if any, of: (A) 1.96 times TopPop’s EBITDA for such period over (B) the aggregate amount of the closing promissory notes repaid in cash during the period; provided, however, no such amount shall be payable if (ii)(A) does not exceed (ii)(B). The earn-out payments will be made, at the election of each former TopPop member, in cash or in shares of our common stock or a combination thereof, less any reserve for possible indemnification payments, provided that not less than 45% of the value of each earn-out payment shall be paid in common stock. If paid in shares of common stock, such shares shall be valued at the then-prevailing market rate.

Series A-2 Convertible Preferred Stock Financing

On July 26, 2021, we entered into securities purchase agreements dated as of July 26, 2021 with certain accredited investors for the sale of our newly-created Series A-2 Preferred Stock, shares of common stock, and warrants to purchase shares of common stock.

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Pursuant to the purchase agreements, the shares of Series A-2 Preferred Stock, common stock and warrants were sold in two tranches, the first of which closed on July 26, 2021 for gross proceeds of $18,372,354 for the sale of an aggregate of 18,800 shares of Series A-2 Preferred Stock, an aggregate of 6,711,997 shares of common stock, and warrants to purchase an aggregate of 73,338,203 shares of common stock. Of the $18,372,354 gross proceeds we received upon the closing of the first tranche, $15,603,385 was paid in cash net of fees of $2,808,320.

The second tranche closed on January 5, 2022 in which the Company issued 12,257.76 shares of Series A-2 Preferred Stock, 4,301,004 shares of common stock and warrants to purchase 40,018,583 shares of common stock for gross proceeds of approximately $12.2 million and net proceeds of approximately $11 million after deducting placement agent commissions and expenses of the offering. Such net proceeds are expected to be used by the Company for domestic and international expansion of its Bellissima brand, the expansion of the production facilities of TopPop, new product launches, marketing, and other general working capital purposes.

The warrants are exercisable for a period of five years from the date of issuance at an exercise price of $0.3125 per share. The Warrants may be exercised on a cashless basis if the shares of common stock underlying the warrants are not then registered for resale pursuant to an effective registration statement under the Securities Act.

In connection with this offering, we entered into a Placement Agency Agreement with Dawson James Securities, Inc. (the “Placement Agent”), pursuant to which at the closing of the first tranche under the purchase agreements we paid to the Placement Agent a cash fee in the amount of $2,050,000 and at the closing of the second tranche under the purchase agreements we paid to the Placement Agent a cash fee in the amount of $1,150,000. In addition, we agreed to pay to the Placement Agent a fee in connection with any cash exercise of any of the Warrants in an amount equal to 10% of the cash amount received by us upon any such exercise. Pursuant to the Placement Agency Agreement, as additional consideration for the services of the Placement Agent, we also issued to the Placement Agent or its designees in connection with the closing of the first tranche under the purchase agreements 2,194 shares of Series A-2 Preferred Stock and an additional 1,096 shares of Series A-2 Preferred Stock in connection with the closing of the second tranche under the purchase agreements. The fees paid to the Placement Agent were accounted for as financing costs and reduces the additional paid in capital from the financing.

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Amended and Restated LLC Agreements of Bellissima Spirits LLC and BiVi LLC

On July 26, 2021, we, and each other member identified therein, including Mr. DeCicco and Rosanne Faltings, our vice president of sales and a member of the Board, entered into an Amended and Restated Limited Liability Company Agreement dated as of July 26, 2021 of Bellissima and BiVi. Such agreement provides that the manager of Bellissima and BiVi, currently Mr. DeCicco, may cause Bellissima and BiVi to make distributions of available cash flow to the members pro rata in accordance with their cash flow ratios, of which we are entitled to 100% of any such distribution of available cash flow. Such agreement also provides that the manager shall cause Bellissima and BiVi to make distributions of net proceeds attributable to certain capital events to members pro rata in accordance with their membership interest percentage, of which we are entitled to 54% of any such distribution of net proceeds and Mr. DeCicco and Ms. Faltings are entitled to 15.34% and 15.33%, respectively. Transfers of membership interests in Bellissima and BiVi are generally restricted and such agreement provides for preemptive rights, rights of first refusal, and rights of co-sale, in each case, in accordance with the terms and conditions set forth therein.

On April 22, 2022 we entered into a Second Amended and Restated Limited Liability Company Agreement of Bellissima, which provides that upon (i) a sale of all or substantially all of our assets, (ii) a change of control of us, (iii) a sale of equity following which our shareholders immediately prior to such transaction do not own, immediately following such transaction, a majority of the voting and economic rights in us, or (iv) a merger, consolidation or similar transaction involving us, each of Mr. DeCicco and Ms. Faltings will be entitled to sell their interest in Bellissima to us in exchange for the value of their equity interest in Bellissima that they would have received upon the sale of their equity interest in Bellissima, upon the sale of Bellissima, which value will be determined by an independent third-party appraiser.

Results of Operations for the Three Months Ended March 31, 2022 and 2021

Introduction

We had sales of $46,~~046~~654,~~797~~221 for the three months ended ~~March~~June 3130, 2022, and $~~634~~584,~~533~~914 for the three months ended ~~March~~June 3130, 2021, an increase of $36,~~412~~069,~~264~~307. Our operating expenses were $ 45,~~810~~589,~~364~~226 for the three months ended ~~March~~June 3130, 2022, compared to $~~995~~1,~~138~~896,200 for the three months ended ~~March~~June 3130, 2021, an increase of $3,~~815~~693,~~226~~026 or approximately ~~383~~195%. Our net operating loss was $23,~~968~~855,~~606~~679 for the three months ended ~~March~~June 3130, 2022, compared to $~~679~~1,~~238~~636,492 for the three months ended ~~March~~June 3130, 2021, an increase of $2,~~289~~219,~~368~~187 or approximately ~~337~~136%. A significant amount of these increases relate to the inclusion of the results of TopPop for the three months ended ~~March~~June 3130, 2022 and are detailed below.

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Revenues and Net Operating Loss

Our operations for the three months ended ~~March~~June 3130, 2022, and 2021 were as follows:

ICONIC BRANDS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
	Three Months Ended March 31,
	Three Months Ended June 30,						Increase /
	2022			2021			~~Increase /~~ (Decrease)
REVENUE
Sales	$	46,~~046~~654,~~797~~221		$	~~634~~584,~~533~~914		$	36,~~412~~069,~~264~~307
Cost of goods sold		24,~~205~~920,~~039~~674			~~318~~325,~~633~~206			14,~~886~~595,~~406~~468
Gross Profit		1,~~841~~733,~~758~~547			~~315~~259,~~900~~708			1,~~525~~473,~~858~~839
OPERATING EXPENSES
Officers’ compensation		~~225~~257,~~461~~285			~~103~~263,750			~~121~~(6,~~711~~465	)
Professional and consulting fees		~~536~~557,~~911~~128			~~158~~922,~~903~~429			~~378~~(365,~~008~~301	)
Royalties		3360,~~231~~915			99107,~~128~~407			(6546,~~897~~492	)
Fulfillment costs		~~122~~212,~~820~~051			~~140~~31,~~000~~752			~~(17,~~180,299	)
Travel and entertainment		87150,~~755~~553			126,~~843~~185			74144,~~912~~368
Other operating expenses, including occupancy		3,452,209			359,346			3,092,863
Payroll		1,139,272			143,727			995,545
General and administrative expenses:		4,458,387			873,970			3,584,417
Amortization expense		796,600			-			796,600
Selling and marketing		351,977			121,168			230,809
Other operating expenses, including occupancy		2,078,937			329,531			1,749,406
Total operating expenses		4,810,364			995,138			3,815,226
General and administrative expenses:		5,252,741			1,804,781			3,447,960
Loss from operations		(2,968,606	)		(679,238	)		(2,289,368	)
Selling and marketing		336,485			91,419			245,066
Total operating expenses		5,589,226			1,896,200			3,693,026
Loss from operations		(3,855,679	)		(1,636,492	)		(2,219,187	)
Other income (expense):
Interest expense		(~~183~~244,~~134~~152	)		-(30,754	)		(~~183~~213,~~134~~398	)
Gain on forgiveness of PPP loan		-			28,458			(28,458	)
Other income (expense)		7,848			-			7,848
Total other income (expense)		(~~183~~236,~~134~~304	)		28(30,~~458~~754	)		(~~211~~205,~~592~~550	)
Net loss	$	(34,~~151~~091,~~740~~983	)	$	(~~650~~1,~~780~~667,246	)	$	(2,~~500~~424,~~960~~737	)
Net (loss) income attributable to noncontrolling interests in subsidiaries	$	(9312,~~819~~004	)	$	168,~~174~~772		$	(~~109~~20,~~993~~776	)
Net (loss) attributable to Iconic Brands, Inc.	$	(34,~~057~~079,~~921~~979	)	$	(~~666~~1,~~954~~676,018	)	$	(2,~~390~~403,~~967~~961	)

Sales

Our sales are comprised of sales of BiVi Sicilian Vodka, Bellissima Prosecco and Sparkling Wine, the line of Hooters brand products and our ready to freeze (“RTF”) TopPop products. Sales were $46,~~046~~654,~~797~~221 for the three months ended ~~March~~June 3130, 2022, and $~~634~~584,~~533~~914 for the three months ended ~~March~~June 3130, 2021, an increase of $36,~~412~~069,~~264~~307 or ~~538~~1,038%. The increase is due primarily to a $5,795,321 in sales from our newly acquired TopPop products.

The increase is due primarily to a $3,513,702 in sales from our newly acquired TopPop products.

Cost of Sales

Cost of sales was $24,~~205~~920,~~039~~674, or approximately 5474% of sales, for the three months ended ~~March~~June 3130, 2022 and $~~318~~325,~~633~~206, or approximately 5056% of sales, for the three months ended ~~March~~June 3130, 2021. Cost of sales includes the cost of the products purchased from our suppliers, freight-in costs and import duties. The significant increase in cost of goods as a percentage of sales, year over year, is due to the change in product mix in 2021 as a result of our TopPop acquisition. Cost of goods for the three months ended ~~March~~June 3130, 2022 for our alcohol sales remains at approximately 4045%, which is similar to the prior year, while the costs associated with our TopPop acquisition were approximately 5178% during the three months ended ~~March~~June 3130, 2022.

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Officers’ Compensation

Officers’ compensation was $~~225~~257,~~461~~285 for the three months ended ~~March~~June 3130, 2022 and $~~103~~263,750 for the three months ended ~~March~~June 3130, 2021. ~~This increase of $121,711 was due to the hiring of additional executives.~~

Professional and Consulting Fees

Professional and consulting fees were $~~536~~557,~~911~~128 for the three months ended ~~March~~June 3130, 2022 and $~~158~~922,~~903~~429 for the three months ended ~~March~~June 3130, 2021, ana ~~increase~~decrease of $~~378~~365,~~008~~301. Professional and consulting fees consist primarily of legal and, accounting and auditing services. The ~~increase~~decrease was ~~primarily~~due ~~related~~to approximately $429,000 of stock issued to ~~costs~~consultants in ~~2022~~the ~~incurred~~three bymonths ~~newly-acquired~~ended ~~TopPop~~June 30, 2021. There was no stock issued to consultants during the three months ended June 30, 2022.

Royalties

We expensed royalties of $3360,~~231~~915 for the three months ended ~~March~~June 3130, 2022 compared to $99107,~~128~~407 for the three months ended ~~March~~June 3130, 2021, a decrease of $6546,~~897~~492. Royalties decreased due primarily to lack of Hooters sales in 2022 compared to 2021.

Fulfillment costs

Fulfillment costs expenses were $122,820 for the three months ended March 31, 2022 and $140,000 for the three months ended March 31, 2021. The decrease was related to lower QVC sales in 2022 compared to 2021.

Travel and Entertainment

Travel and entertainment expenses were $87150,~~755~~553 for the three months ended ~~March~~June 3130, 2022 and $126,~~843~~185 for the three months ended ~~March~~June 3130, 2021, an increase of $74144,~~912~~368. The increase was a result of limited travel during the three months ended ~~March~~June 3130, 2021 due to the COVID-19 environment. During the three months ended ~~March~~June 3130, 2022, our personnel attended numerous product development events.

Payroll Expenses

Payroll expenses for the three months ended June 30, 2022 and 2021 were $1,139,272 and $143,727, respectively. The significant increase is due to the hiring of personnel and additional employees from TopPop.

Amortization expense

The amortization expense of $796,600 was related to the amortization of intangibles from the TopPop acquisition in 2021. There was no amortization expense during the six months ended June 30, 2021.

Other Operating Expenses

Other operating expenses were $32,~~452~~078,~~209~~937 for the ~~three~~six months ended ~~March~~June 3130, 2022 and $~~359~~329,~~346~~531 for the ~~three~~six months ended ~~March~~June 3130, 2021, an increase of $31,~~092~~749,~~863~~406 or approximately ~~861~~531%. The increase ~~was~~is primarily ~~related~~due to ~~$796,600~~the oflate ~~amortization~~filing penalties of ~~intangibles, and~~ $~~280~~603,~~798~~000 ~~of equity based compensation expense~~ and approximately $~~1.9~~950,000 ~~million~~ of general and administrative expenses of ~~newly-acquired~~ TopPop, which ~~consists~~includes of approximately $~~896~~400,000 of ~~payroll~~rent ~~and~~expense, ~~related~~$258,000 ~~expenses~~of ~~and~~depreciation ~~approximately~~expense and $~~400~~227,000 of ~~rent~~facility ~~expense~~expenses.

Selling and marketing

Marketing and advertising expenses were $~~351~~336,~~977~~485 for the three months ended ~~March~~June 3130, 2022, and $~~121~~91,~~168~~419 for the three months ended ~~March~~June 3130, 2021, an increase of $~~230~~245,~~809~~066. The increase resulted primarily from related expenses of TopPop as well as spending to increase the visibility of our products through website design and distributor promotions.

Net operating loss

We had a loss from operations of $23,~~968~~855,~~606~~679 for the three months ended ~~March~~June 3130, 2022 and $~~679~~1,~~238~~636,492 for the three months ended ~~March~~June 3130, 2021, an increase of $2,~~289~~219,~~368~~187, or approximately ~~337~~136%. InOur ~~the categories above there were non-cash expenses that totaled $1,403,999 and are included in the~~ loss of from operations ~~of $2~~increased,~~968,606~~ as ~~compared~~set toforth ~~a loss from operations in 2021 of $679,238, which included non-cash items of $155,840~~above.

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Other Income and Expense

We had interest expense of $~~183~~244,~~134~~152 and $30,754 for the three months ended ~~March~~June 3130, 2022 and ~~gain~~2021. onThe ~~forgiveness~~increase ofin ~~PPP~~2021 ~~loan~~is ofdue ~~$28,458~~to ~~for~~ the ~~three~~interest ~~months~~accrued ~~ended~~on ~~March~~the ~~31,~~factoring ~~2021~~liability and TopPop Note.

Net (income) loss attributable to Noncontrolling Interests in Subsidiaries

Net income (loss) attributable to noncontrolling interests in subsidiaries represented 49% of the net loss of Bellissima and BiVi (of which we own 51%) and is accounted for as a reduction in the net loss attributable to our Company. Net loss for the three months ended ~~March~~June 3130, 2022 was $9312,~~819~~004 compared to a net income of $168,~~174~~772 for the three months ended ~~March~~June 3130, 2021.

Net Loss Attributable to Iconic Brands, Inc.

The net loss attributable to Iconic was $34,~~057~~079,~~921~~979 for the three months ended ~~March~~June 3130, 2022 and $~~666~~1,~~954~~676,018 for the three months ended ~~March~~June 3130, 2021, an increase of $2,~~390~~403,~~967~~961 or approximately ~~358~~143%. The net loss from Iconic increased primarily as a result of the items described above.

Results of Operations for the Six Months Ended June 30, 2022 and 2021

Our operations for the six months ended June 30, 2022 and 2021 were as follows:

	June 30,			June 30,			Increase /
	2022			2021			(Decrease)

Sales	$	10,701,018		$	1,219,447		$	9,481,571
Cost of Sales		7,125,713			643,839			6,481,874
Gross Profit		3,575,305			575,608			2,999,697

Operating expenses:
Officers compensation		482,746			367,500			115,246
Professional and consulting		1,131,152			1,081,332			49,820
Royalties		94,146			206,535			(112,389	)
Fulfillment costs		334,871			171,752			163,119
Travel and entertainment		238,308			19,028			219,280
Amortization expense		1,593,200			-			1,593,200
Payroll expense		2,367,337			287,454			2,079,883
Other operating expenses, including occupancy		3,469,368			545,150			2,924,218
General and administrative expenses		9,711,128			2,678,751			7,032,377
Selling and marketing		688,462			212,587			475,875
Total operating expenses		10,399,590			2,891,338			7,508,252

Loss from operations		(6,824,285	)		(2,315,730	)		(4,508,555	)

Other income (expense):
Gain on forgiveness of PPP loan		-			28,458			(28,458	)
Interest expense		(427,286	)		(30,754	)		(396,532	)
Other income (expense)		7,848			-			7,848
Total other income (expense)		(419,438	)		(2,296	)		(417,142	)

Net loss	$	(7,243,723	)	$	(2,318,026	)	$	(4,925,697	)

Net (loss) income attributable to noncontrolling interests in subsidiaries	$	(105,823	)	$	24,946		$	(130,769	)

Net (loss) attributable to Iconic Brands, Inc.	$	(7,137,900	)	$	(2,342,972	)	$	(4,794,928	)

Table of Contents

Sales

Our sales are comprised of sales of BiVi Sicilian Vodka, Bellissima Prosecco and Sparkling Wine, the line of Hooters brand products and our RTF TopPop products. Sales were $10,701,018 for the six months ended June 30, 2022, and $1,219,447 for the six months ended June 30, 2021, an increase of $9,481,571 or 778%.

Cost of Sales

Cost of sales was $7,125,713, or approximately 67% of sales, for the six months ended June 30, 2022 and $643,839, or approximately 53% of sales, for the six months ended June 30, 2021. Cost of sales includes the cost of the products purchased from our suppliers, freight-in costs and import duties. The significant increase in cost of goods as a percentage of sales, year over year, is due to the change in product mix in 2021 as a result of our TopPop acquisition. Cost of goods for the six months ended June 30, 2022 for our alcohol sales remains at approximately 43%, which is similar to the prior year, while the costs associated with our TopPop acquisition were approximately 70% during the six months ended June 30, 2022.

Officers Compensation

Officers’ compensation was $482,746 for the six months ended June 30, 2022 and $367,500 for the six months ended June 30, 2021. This increase of $115,246 was due to the hiring of additional executives.

Professional and Consulting Fees

Professional and consulting fees were $1,131,152 for the six months ended June 30, 2022 and $1,081,332 for the six months ended June 30, 2021, an increase of $49,820. Professional and consulting fees consist primarily of legal, accounting and auditing services.

Royalties

Royalties were $94,146 for the six months ended June 30, 2022 and $206,535 for the six months ended June 30, 2021, a decrease of $112,389. Royalties decreased due primarily to lack of Hooters sales in 2022 compared to 2021.

Fulfillment costs

Fulfillment costs expenses were $334,871 for the six months ended June 30, 2022 and $171,752 for the six months ended June 30, 2021. The increase was a result of higher QVC sales compared to the same period last year.

Travel and Entertainment

Travel and entertainment expenses were $238,308 for the six months ended June 30, 2022 and $19,028 for the six months ended June 30, 2021, an increase of $219,280. The increase was a result of limited travel during the six months ended June 30, 2021 due to the COVID-19 environment. During the six months ended June 30, 2022, our personnel attended numerous product development events.

Payroll Expenses

Payroll expenses for the six months ended June 30, 2022 and 2021 was $2,367,337 and $287,454, respectively. The significant increase is due to the hiring of personnel and the additional employees from TopPop.

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Amortization expense

The amortization expense of $1,593,200 was related to the amortization of intangibles from the TopPop acquisition in 2021. There was no amortization expense during the six months ended June 30, 2021.

Other Operating Expenses

Other operating expenses were $3,469,368 for the six months ended June 30, 2022 and $545,150 for the six months ended June 30, 2021, an increase of $2,924,218 or approximately 536%. The increase is primarily due to the equity based compensation expense of $559,596, late filing penalties of $603,000 and approximately $1.8 million of general and administrative expenses of TopPop, which included approximately $770,000 of rent expense, $335,000 of depreciation expense and $465,000 of facility expenses.

Selling and marketing

Marketing and advertising expenses were $688,462 for the six months ended June 30, 2022, and $212,587 for the three months ended June 30, 2021, an increase of $475,875. The increase resulted primarily from related expenses of TopPop as well as spending to increase the visibility of our products through website design and distributor promotions.

Income (Loss) from Operations

We had a loss from operations of $6,824,285 for the six months ended June 30, 2022 and $2,315,730 for the six months ended June 30, 2021, an increase of $4,508,555, or approximately 195%. Our loss from operations increased, as set forth above.

Liquidity and Capital Resources

Introduction

During the ~~three~~six months ended ~~March~~June 3130, 2022 and 2021, we had negative operating cash flows. Our cash on hand as of ~~March~~June 3130, 2022, was $74,~~589~~697,~~114~~929. We raised $11 million, net of fees, through the funding of the second tranche of the equity financing on January 5, 2022. We have strong medium- to long-term cash needs. We anticipate that these needs will be satisfied through our cash flows from operations and additional financing activities, as necessary. Furthermore, of the $47,~~458~~243,~~387~~723 of general and administrative expenses, $12,~~403~~920,~~999~~877 was non-cash related and we expect to increase sales in future periods.

Our cash, current assets, total assets, current liabilities, and total liabilities as of ~~March~~June 3130, 2022 and December 31, 2021, respectively, were as follows:

	March 31,		December 31,
	June 30,		December 31,
	2022		2021		Change
Cash	$	74,~~589~~697,~~114~~929	$	2,190,814	$	52,~~398~~507,~~300~~115
Total Current Assets		1513,~~328~~480,~~980~~560		4,346,003		109,~~982~~134,~~977~~557
Total Assets		6562,~~145~~493,~~719~~619		50,706,656		1411,~~439~~786,~~063~~963
Total Current Liabilities		1213,~~328~~641,~~341~~891		16,650,909		(43,~~322~~009,~~568~~018	)
Total Liabilities	$	3739,~~905~~066,~~530~~615	$	31,593,601	$	67,~~311~~473,~~929~~014

Our cash increased $52,~~398~~507,~~300~~115 and total current assets increased $1011,~~982~~786,~~977~~963. Our total current liabilities decreased $43,~~322~~009,~~568~~018, which represents our recognition of the contingent consideration from current to noncurrent liability of approximately $8.2 million, partially offset by increase in accounts payable and notes payable. Our total liabilities increased $67,~~311~~473,~~929~~014 as a result of an increase in operating lease liability of $2.6 million from the new TopPop lease, an increase of approximately $21.5 million in notes payable and an increase in accounts payable and accrued expenses of approximately $13.85 million. Our stockholders’ equity increased from $19,113,055 to $2723,~~240~~427,~~189~~004 due primarily to recognition of certain intangible assets associated with the TopPop acquisition (see full Balance Sheet for comparison).

In order to repay our obligations in full or in part when due, we may be required to raise significant capital from other sources and to execute on our business plans for TopPop. There is no assurance that we will be successful in these efforts.

Cash Requirements

Our cash on hand as of ~~June~~July 3031, 2022 was approximately $4,~~839~~194,000. We anticipate that the funding from financing activities and product sales will be enough to sustain us for the next 12 months. In addition, holders approximately $3.55 million of the TopPop Notes have indicated that they will not seek cash settlement prior to August 2023. The Company has not received any demand for payment on any of the other notes. We expect to be able get further extension of these notes, if needed.

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Sources and Uses of Cash

Operations

Our net cash used in operating activities for the ~~three~~six months ended ~~March~~June 3130, 2022 and 2021 was $57,~~726~~890,~~984~~591 and $~~101~~1,~~300~~106,882, respectively, an increase of $56,~~625~~783,~~684~~709. Changes to working capital included increases of $34,~~177~~592,~~755~~303 related to accounts receivable and $1,~~953~~630,~~368~~641 for inventory, partially offset by a decrease of $13,~~769~~508,~~095~~589 related to accounts payable and accrued expenses. The net loss was further offset by non-cash transactions of $~~280~~559,~~798~~596 related to equity compensation, $~~796~~1,~~600~~593,200 related to amortization of intangibles, $~~201~~380,~~253~~018 of amortization of right of use assets and $78341,~~348~~063 of depreciation of fixed assets.

Investments

For the ~~three~~six months ended ~~March~~June 3130, 2022 we used cash for investing activities of $12,~~833~~070,~~396~~377 for the purchase of fixed assets and leasehold improvements. There was no cash used during the ~~three~~six months ended ~~March~~June 3130, 2021.

Financing

Our net cash provided from financing activities for the ~~three~~six months ended ~~March~~June 3130, 2022 was $1210,~~958~~998,~~680~~076 compared to cash used of $11901,~~921~~520 for the ~~three~~six months ended ~~March~~June 3130, 2021. The large inflow of cash in 2022 resulted from the Financing Transaction (detailed herein under “Recent Developments”) of the second tranche on January 5, 2022.

ITEM 3 Quantitative and Qualitative Disclosures About Market Risk

As a smaller reporting company, we are not required to provide the information required by this Item.

ITEM 4 Controls and Procedures

(a) Disclosure Controls and Procedures

We carried out an evaluation, under the supervision and with the participation of our management, including our Principal Executive Officer and our Principal Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined) in Exchange Act Rules 13a - 15(c) and 15d - 15(e). Based upon that evaluation, our Principal Executive Officer and our Principal Financial Officer concluded that, as of the end of the period covered in this report, our disclosure controls and procedures were not effective because of the material weaknesses in our internal control over financial reporting as described in Item 9A in our Annual Report on Form 10-K for the fiscal ended December 31, 2021, filed with the SEC on June 15, 2022.

Our Principal Executive Officer and our Principal Financial Officer do not expect that our disclosure controls or internal controls will prevent all error and all fraud. Although our disclosure controls and procedures were designed to provide reasonable assurance of achieving their objectives and our Principal Executive Officer and our Principal Financial Officer have determined that our disclosure controls and procedures are effective at doing soFurther, a control system, no matter how well conceived and operated, can provide only reasonable, not absolute assurance that the objectives of the system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented if there exists in an individual a desire to do so. There can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Furthermore, smaller reporting companies face additional limitations. Smaller reporting companies employ fewer individuals and find it difficult to properly segregate duties. Often, one or two individuals control every aspect of the company’s operation and are in a position to override any system of internal control. Additionally, smaller reporting companies tend to utilize general accounting software packages that lack a rigorous set of software controls.

(b) Changes in Internal Control over Financial Reporting

No change in our system of internal control over financial reporting occurred during the period covered by this report, ~~the three month period ended March 31, 2022,~~ that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION

ITEM 1 Legal Proceedings

From time to time, we may be subject to litigation and claims arising in the ordinary course of business. We are not currently a party to any material legal proceedings and we are not aware of any pending or threatened legal proceeding against us that we believe will have a material adverse effect on our business, operating results, cash flows or financial condition.

On April 7, 2022, the Office of the Attorney General of the State of New Jersey, Department of Law and Public Safely, Division of Alcoholic Beverage Control issued to TopPop a Notice of Charges (the “Notice”) wherein the New Jersey Division of Alcoholic Beverage Control Board (the “Division”) alleged that TopPop has committed certain violations of its permit issued by the Division for TopPop’s manufacturing facilities located in Marlton, New Jersey. In the Notice, the Division alleged that TopPop (i) allowed such manufacturing facilities to be used in furtherance of, or to aid, an illegal activity or enterprise, and (ii) sold and delivered, or allowed the sale, service, delivery and consumption, of alcoholic beverages beyond the scope of TopPop’s license, and conducted business with companies outside the scope of the license in an area which was not designated or described by TopPop in its license application as a place to be licensed for such sale, service or delivery of alcoholic beverages. The total penalty sought by the Division is a 90-day suspension of TopPop’s permit for that manufacturing facility.

WeOn ~~are~~July in28, ~~preliminary~~2022, ~~discussions~~we ~~with~~entered ~~the Division regarding~~ a ~~possible~~plea ~~settlement~~ of ~~these~~non-vult ~~proceedings. We intend~~ to ~~investigate~~all ~~the~~charges, ~~claims of the Division~~ and, ~~depending~~received ~~upon our findings, to seek~~ a ~~mutually~~Consent ~~acceptable~~Order ~~resolution~~from ~~to this matter. Although~~ the ~~results~~Division ofwhereby ~~our~~we ~~investigation~~have ~~and~~agreed ofto ~~our~~pay ~~future~~a ~~discussions~~fine ~~with~~of ~~the~~$63,284, ~~Division~~payable ~~cannot~~on beor ~~predicted~~before ~~with~~December ~~certainty~~6, we2022. ~~plan~~We tohave ~~vigorously~~also ~~pursue~~submitted a ~~settlement~~Corrective ~~option~~Action ~~and~~Plan ~~believe~~addressing measures that ~~the~~we ~~final outcome of this matter~~ will ~~not~~take ~~have~~in athe ~~material~~future ~~adverse~~to ~~effect~~prevent onfuture ~~our~~similar ~~business, results of operations or financial condition~~offenses.

ITEM 1A Risk Factors

There have been no material changes in our risk factors from those disclosed in ~~“Part I. Item 1A. Risk Factors” in~~ our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 ~~except~~and our Quarterly Report on Form 10-Q for the ~~risk~~quarter ~~noted~~ended ~~below~~March 31, 2022. The risk factors described in our Annual Report on Form 10-K and our Quarterly Report on Form 10-Q for the quarter ended March 31, 2022 could materially affect our business operations, financial condition, or liquidity. Additional risks and uncertainties not currently known to us or that we currently believe are immaterial may also impair our business operations, financial condition, and liquidity.

We are currently in default on our 10% promissory notes, and if we are unable to resolve such default, it could have an adverse impact on our business, results of operations and financial condition and is likely to negatively impact the price of our common stock.

In connection with our July 2021 acquisition of 100% of the equity of TopPop, on July 26, 2021, we issued to the sellers promissory notes in the aggregate principal amount of $4,900,000 (the “TopPop Notes”). The TopPop Notes bear interest at the rate of 10% per annum, matured on July 26, 2022 and are secured by all of the outstanding membership interest in TopPop. Under the terms of the TopPop Notes, we have a five-day grace period to July 31, 2022 before an event of default under the TopPop Notes occurs. Upon an event of default under the TopPop Notes, the holders of such TopPop Notes may exercise all rights and remedies available under the terms of the TopPop Notes or applicable laws, including to foreclose on certain collateral consisting of the membership interests of TopPop. On July 26, 2022, the total principal amount outstanding under the TopPop Notes was $4,900,000, exclusive of accrued and unpaid interest.

We are currently in discussions with holders of the TopPop Notes regarding possible solutions for the payment of the TopPop Notes, including the possible extension of the maturity date of the TopPop Notes for an additional year. There can be no assurance that our discussions will be successful and if we are not successful in finding an acceptable resolution to the existing default or the impending event of default, the noteholders will be able to seek judgement for the full amount due and may seek to foreclose on our assets. If this occurs, any such remedy will have a material adverse effect on our business, results of operations and financial condition and is likely to negatively impact the price of our common stock. Holders of approximately $3.55 million of these notes have agreed to extend the term for 30 days and have indicated that they will not seek cash settlement prior to August 2023. We expect to be able get further extension of the notes if needed.

ITEM 2 Unregistered Sales of Equity Securities and Use of Proceeds

We had no unregistered sales of equity securities during the three and six months ended ~~March~~June 3130, 2022 that have not been previously disclosed.

ITEM 3 Defaults Upon Senior Securities

None.

ITEM 4 Mine Safety Disclosures

Not applicable.

ITEM 5 Other Information

None.

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ITEM 6 Exhibits

(a) Exhibits

		Incorporated by Reference
Exhibit No.	Description of Exhibits	Form	Filing Date	Exhibit Number

31.1	Certification by Principal Executive Officer pursuant to Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification by Principal Financial Officer pursuant to Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS	Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).
101.SCH	Inline XBRL Taxonomy Extension Schema Document.
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB	Inline XBRL Taxonomy Extension Labels Linkbase Document.
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104	Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	Iconic Brands, Inc.
Dated: August 2, 2022	By:	/s/ Tom Martin
Dated: August 22, 2022	By:	/s/ Tom Martin
		Tom Martin
	Its:	Chief Executive Officer

Dated: August 2, 2022	By:	/s/ David Allen
Dated: August 22, 2022	By:	/s/ David Allen
		David Allen
	Its:	Chief Financial Officer

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Filing Compare · Iconic Brands, Inc.