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 ~~September~~March 3031, ~~2022~~2023

☐	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 ~~exchangeon~~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 ~~November~~ June 29, ~~2022~~2023, the registrant had 107,~~916~~936,138 shares of common stock, $0.001 par value per share (“Common Stock”), issued and outstanding.

ICONIC BRANDS, INC.

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION
ITEM 1	Financial Statements	4
	Condensed Consolidated Unaudited Balance Sheets as of September 30, 2022 and December 31, 2021	4
	Condensed Consolidated Unaudited Balance Sheets as of March 31, 2023 and December 31, 2022	4
	Condensed Consolidated Unaudited Statements of Operations for the three and nine months ended September 30, 2022 and 2021	5
	Condensed Consolidated Unaudited Statements of Operations for the three months ended March 31, 2023 and 2022	5
	Condensed Consolidated Unaudited Statements of Changes in Stockholders’ Equity for the three and nine months ended September 30, 2022 and 2021	6
	Condensed Consolidated Unaudited Statements of Changes in Stockholders’ Equity for the three months ended March 31, 2023 and 2022	6
	Condensed Consolidated Unaudited Statements of Cash Flows for the nine months ended September 30, 2022 and 2021	7
	Condensed Consolidated Unaudited Statements of Cash Flows for the three months ended March 31, 2023 and 2022	7
	Notes to Condensed Consolidated Unaudited Financial Statements	8
ITEM 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2319
ITEM 3	Quantitative and Qualitative Disclosures About Market Risk	3125
ITEM 4	Controls and Procedures	3125
PART II - OTHER INFORMATION
ITEM 1	Legal Proceedings	3226
ITEM 1A	Risk Factors	3226
ITEM 2	Unregistered Sales of Equity Securities and Use of Proceeds	3227
ITEM 3	Defaults Upon Senior Securities	3227
ITEM 4	Mine Safety Disclosures	3227
ITEM 5	Other Information	3227
ITEM 6	Exhibits	3328
Signatures		3429

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
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
	September 30, 2022			December 31, 2021
	March 31, 2023			December 31, 2022
ASSETS
Current assets:
Cash	$	2212,~~798,401~~622		$	2916,~~190,814~~526
Accounts receivable		41,~~632~~058,~~615~~337			~~852~~1,~~321~~302,175
Inventory		1,~~851~~435,~~401~~057			1,~~228~~554,~~351~~693
Prepaid expense and other current assets		~~563~~545,~~525~~572			74550,~~517~~482
Total current assets		93,~~845~~251,~~942~~588			4,~~346~~323,~~003~~876
Right-of-use assets, net		54,~~129~~921,~~412~~695			35,~~074~~086,~~864~~989
Leasehold improvements, furniture, and equipment, net		7,~~553~~621,~~053~~465			57,~~556~~462,~~964~~219
Intangible assets		191,~~219~~009,~~733~~488			211,~~609~~085,~~586~~200
Goodwill		5,282,429			15,976,877
Other assets		398,084			400,464
Other assets		421,198			142,362
Total assets	$	17,202,320		$	18,358,748
Total assets	$	47,451,767		$	50,706,656
LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued expenses	$	67,~~467~~670,~~349~~136		$	26,~~713~~912,~~046~~440
Notes payable		5,~~080~~617,~~467~~701			5,~~045~~068,~~466~~915
Factoring liability		~~1,063,323~~-			-93,249
Deferred revenue		~~136~~336,~~626~~102			~~135~~189,~~034~~195
Other current liabilities		~~177~~45,~~233~~000			~~132~~45,~~234~~000
Current portion of operating lease liability		~~538~~680,~~001~~454			~~380~~670,~~487~~288
Contingent consideration		7,219,844			8,244,642
Total current liabilities		14,349,393			12,979,087
Total current liabilities		20,682,843			16,650,909
Operating lease liability, long term		4,591,923			4,756,660
Operating lease liability, long term		4,916,909			2,835,828
Notes payable, long term		229,663			262,759
Notes payable, long term		158,666			147,001
Total liabilities		19,170,979			17,998,506
Contingent consideration, long term		-			11,959,863
Stockholders’ (deficit) equity:
Total liabilities		25,758,418			31,593,601
Preferred stock, $0.001 par value; authorized 100,000,000 shares:
Stockholders’ and members’ equity:
Series A-2 Preferred Stock, 37,653 shares issued and outstanding at March 31, 2023; 37,753 shares issued and outstanding at December 31, 2022		38			38
Preferred stock, $0.001 par value; authorized 100,000,000 shares:		-			-
Common Stock, $0.001 par value; authorized 500,000,000 shares, 107,596,138 shares issued and outstanding at March 31, 2023 and 107,276,138 shares issued and outstanding at December 31, 2022		107,597			107,277
Series A-2 Preferred Stock, 37,773 shares issued and outstanding at September 30, 2022; 26,623 shares issued and outstanding at December 31, 2021		38			27
Additional paid-in capital		72,250,010			72,045,951
Common Stock, $0.001 par value; authorized 2,000,000,000 shares, 107,212,138 shares issued and outstanding at September 30, 2022 and 90,542,764 shares issued and outstanding at December 31, 2021		107,213			90,544
Accumulated deficit		(73,675,071	)		(70,992,412	)
Additional paid-in capital		71,735,014			56,749,055
Noncontrolling interests		(651,233	)		(800,612	)
Accumulated deficit		(49,276,866	)		(36,961,344	)
Total stockholders’ (deficit) equity		(1,968,659	)		360,242
Noncontrolling interests		(872,050	)		(765,227	)
Total liabilities and stockholders’ (deficit) equity	$	17,202,320		$	18,358,748
Total stockholders’ equity		21,693,349			19,113,055
Total liabilities and stockholders’ equity	$	47,451,767		$	50,706,656
See accompanying notes to Unaudited Condensed Consolidated Financial Statements.

Table of Contents

ICONIC BRANDS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
	Three months ended September 30,						Nine months ended September 30,
	2022			2021			2022			2021
REVENUE				(Restated)						(Restated)
Sales	$	3,162,422		$	2,846,437		$	13,863,440		$	4,065,884
Cost of goods sold		2,546,965			2,151,088			9,672,678			2,794,927
Gross Profit		615,457			695,349			4,190,762			1,270,957
OPERATING EXPENSES
General and administrative expenses		4,493,080			1,355,637			14,204,208			3,843,608
Selling and marketing		148,377			1,256,589			836,839			1,659,956
Total operating expenses		4,641,457			2,612,226			15,041,047			5,503,564
Loss from operations		(4,026,000	)		(1,916,877	)		(10,850,285	)		(4,232,607	)
Other income (expense):
Change in fair value of contingent consideration		12,984,661			-			12,984,661			-
Loss on impairment of Goodwill		(10,694,448	)		-			(10,694,448	)		-
Gain on forgiveness of PPP loan		-			-			-			28,458
Interest expense		(191,764	)		(452,539	)		(619,050	)		(483,293	)
Other income (expense), net		8,935			(22,708	)		16,783			(22,708	)
Total other income (expense)		2,107,384			(475,247	)		1,687,946			(477,543	)
Net loss	$	(1,918,616	)	$	(2,392,124	)	$	(9,162,339	)	$	(4,710,150	)
Net loss attributable to noncontrolling interests in subsidiaries		(1,000	)		(163,024	)		(106,823	)		(138,078	)
Net loss attributable to Iconic Brands, Inc.		(1,917,616	)		(2,229,100	)		(9,055,516	)		(4,572,072	)
Dividend to preferred shareholders		(3,260,006	)		-			(3,260,006	)		-
Net loss attributable to common stockholders		(5,177,622	)		(2,229,100	)		(12,315,522	)		(4,572,072	)
Basic and diluted loss per common share	$	(0.05	)	$	(0.03	)	$	(0.12	)	$	(0.14	)
Weighted average number of shares outstanding, basic and diluted		104,959,149			69,757,489			98,967,135			34,394,031
See accompanying notes to Unaudited Condensed Consolidated Financial Statements.

ICONIC BRANDS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months Ended March 31,
	2023			2022
REVENUE
Sales	$	2,014,919		$	4,046,797

Cost of goods sold		1,124,123			2,205,039

Gross Profit		890,796			1,841,758

OPERATING EXPENSES
General and administrative expenses		3,174,814			4,458,387
Selling and marketing		110,762			351,977
Total operating expenses		3,285,576			4,810,364

Loss from operations		(2,394,780	)		(2,968,606	)

Other income (expense):
Interest expense		(171,040	)		(183,134	)
Other income, net		32,540			-
Total other expense		(138,500	)		(183,134	)

Net loss	$	(2,533,280	)	$	(3,151,740	)

Net income (loss) attributable to noncontrolling interests in subsidiaries		149,379			(93,819	)

Net loss attributable to Iconic Brands, Inc.		(2,682,659	)		(3,057,921	)

Basic and diluted loss per common share	$	(0.03	)	$	(0.03	)

Weighted average number of shares outstanding, basic and diluted		107,301,027			94,923,294

See accompanying notes to Unaudited Condensed Consolidated Financial Statements.

Table of Contents

ICONIC BRANDS, INC. ~~AND SUBSIDIARIES~~ CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' ~~EQUITY~~(DEFICIT) (Unaudited)

	Series APreferred Stock						Series EPreferred Stock						Series FPreferred Stock						Series GPreferred Stock						Series A-2 Preferred Stock						Common Stock						Treasury Stock						Additional paid-in						Non-Controlling			Accumulated
	Series A-2 Preferred stock						Common stock						Treasury stock						Additional
	Shares			Amount			Shares			Amount			Shares			Amount			~~Shares~~paid-in capital			~~Amount~~Subtotal			~~Shares~~Noncontrollinginterests			~~Amount~~Accumulated Deficit			~~Shares~~Total			~~Amount~~			~~Shares~~			~~Amount~~			~~capital~~			~~Subtotal~~			~~interests~~			~~Deficit~~			~~Total~~
Balance, December 31, 2020		-		$	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	)
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		-			-			-			-			-			-			-			-			18,800			19			6,711,997			6,712			-			-			15,003,654			15,010,385			-			-			15,010,385
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
Issuance of common Stock for services		-			-			-			-			-			-			-			-			-			-			3,401,670			3,402			-			-			1,235,100			1,238,502			-			-			1,238,502
Conversion of Series A-2 Preferred Stock for Common Stock		(701	)		(1	)		2,243,200			2,243			-			-			(2,242	)		-			-			-			-
Common Stock issued to purchase TopPop		-			-			-			-			-			-			-			-			-			-			26,009,600			26,010			-			-			10,117,734			10,143,744			-			-			10,143,744
Equity-based compensation		-			-			-			-			-			-			280,798			280,798			-			-			280,798
Common Stock issued for the exchange of Series A Preferred Stock		(1	)		(1	)		-			-			-			-			-			-			-			-			25,600,000			25,600			-			-			(25,599	)		-			-			-			-
Net loss		-			-			-			-			-			-			-			-			(93,819	)		(3,057,921	)		(3,151,740	)
Common and preferred stock issued in exchange for old Series, E, F and G Preferred stock		-			-			(2,115,224	)		(2,115	)		(2,189	)		(2,188,750	)		(1,475	)		(1,475,000	)		3,555			4			2,209,517			2,210			-			-			3,663,651			-			-			-			--
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
Buy back of Series F Preferred stock		-			-			-			-			(225	)		(225,000	)		-			-			-			-			-			-			-			-			225,000			-			-			-			-
Balance, December 31, 2022		37,753			38			107,276,138			107,277			-			-			72,045,951			72,153,266			(800,612	)		(70,992,412	)		360,242
Purchase of United Spirits		-			-			-			-			-			-			-			-			-			-			-			-			-			-			(1,428,465	)		(1,428,465)			428,465						(1,000,000)
Conversion of Series A-2 Preferred Stock for Common Stock		(100	)		-			320,000			320			-			-			(320	)		-			-			-			-
Common Stock issued to settle notes payable		-			-			-			-			-			-			-			-			4,268			4			547,200			547			-			-			5,414,865			5,415,416			-			-			5,415,416
Equity-based compensation		-			-			-			-			-			-			204,379			204,379			-			-			204,379
Shares issued in exchange for old warrants		-			-			-			-			-			-			-			-			-			-			8,283,899			8,284			-			-			(8,284	)		-			-			-			-
Net loss		-			-			-			-			-			-			-			-			149,379			(2,682,659	)		(2,533,280	)
Retirement of treasury stock		-			-			-			-			-			-			-			-			-			-			(1,000,000	)		(1,000	)		1,000,000			516,528			(515,528	)		-			-			-			-
Balance, March 31, 2023		37,653		$	38			107,596,138		$	107,597			-			-		$	72,250,010		$	72,357,645		$	(651,233	)	$	(73,675,071	)	$	(1,968,659	)
Net income (loss)		-			-			-			-			-			-			-			-			-			-			-			-			-			-			-			-			(138,078	)		(4,572,072	)		(4,710,150	)
Balance, September 30, 2021		(1	)	$	-			-		$	-			-		$	-			-		$	-			26,623		$	27			89,032,764		$	89,034			-		$	-		$	56,112,558		$	56,201,619		$	(862,423	)	$	(31,069,422	)	$	24,269,774
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	)
Common Stock and Series A-2 Preferred Stock issued for Cash, net of fees		-			-			-			-			-			-			-			-			18,800			19			6,711,997			6,712			-			-			15,003,654			15,010,385			-			-			15,010,385
Issuance of Common Stock for services		-			-			-			-			-			-			-			-			-			-			1,500,000			1,500			-			-			467,250			468,750			-			-			468,750
Common Stock issued to purchase TopPop		-			-			-			-			-			-			-			-			-			-			26,009,600			26,010			-			-			10,117,734			10,143,744			-			-			10,143,744
Common Stock issued for the exchange of Series A Preferred Stock		(1	)		(1	)		-			-			-			-			-			-			-			-			25,600,000			25,600			-			-			(25,599	)		-			-			-			-
Common and preferred stock issued in exchange for old Series, E, F and G Preferred stock		-			-			(2,115,224	)		(2,115	)		(2,189	)		(2,188,750	)		(1,475	)		(1,475,000	)		3,555			4			2,209,517			2,210			-			-			3,663,651			-			-			-			-
Buy back of Series F Preferred stock		-			-			-			-			(225	)		(225,000	)		-			-			-			-			-			-			-			-			225,000			-			-			-			-
Common Stock and Series A-2 Preferred Stock issued to settle notes payable		-			-			-			-			-			-			-			-			4,268			4			547,200			547			-			-			5,414,865			5,415,416			-			-			5,415,416
Shares issued in exchange for old warrants		-			-			-			-			-			-			-			-			-			-			8,283,899			8,284			-			-			(8,284	)		-			-			-			-
Purchase of United Spirits		-			-			-			-			-			-			-			-			-			-			-			-			-			-			(1,428,465	)		(1428,465	)		428,465			-			1,000,000
Net income (loss)		-			-			-			-			-			-			-			-			-			-			-			-			-			-			-			-			(163,024	)		(2,229,100	)		(2,392,124	)
Balance, September 30, 2021		-		$	-			-		$	-			-		$	-			-		$	-			26,623		$	27			89,032,764		$	89,034			-		$	-		$	56,112,558		$	56,201,619		$	(862,423	)	$	(31,069,422	)	$	24,269,774
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		-			-			-			-			-			-			-			-			(1,108	)		(1	)		3,544,544			3,544			-			-			(3,543	)		-			-			-			-
Equity-based compensation		-			-			-			-			-			-			-			-			-			-			13,000			13			-			-			744,544			744,557			-			-			744,557
Stock dividend issued on Series A-2 Preferred Stock		-			-			-			-			-			-			-			-			-			-			8,810,826			8,811			-			-			3,251,195			3,260,006			-			(3,260,006	)		-
Net loss		-			-			-			-			-			-			-			-			-			-			-			-			-			-			-			-			(106,823	)		(9,055,516	)		(9,162,339	)
Balance, September 30, 2022		-		$	-			-		$	-			-		$	-			-		$	-			37,773		$	38			107,212,138		$	107,213			-		$	-		$	71,735,014		$	71,842,265		$	(872,050	)	$	(49,276,866	)	$	21,693,349
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	)
Equity-based compensation		-			-			-			-			-			-			-			-			-			-			13,000			13			-			-			184,949			184,962			-			-			184,962
Stock dividend issued on Series A-2 Preferred Stock		-			-			-			-			-			-			-			-			-			-			8,810,826			8,811			-			-			3,251,195			3,260,006			-			(3,260,006	)		-
Conversion of Series A-2 Preferred Stock for Common Stock		-			-			-			-			-			-			-			-			(407	)		-			1,301,344			1,301			-			-			(1,301	)		-			-			-			-
Net loss		-			-			-			-			-			-			-			-			-			-			-			-			-			-			-			-			(1,000	)		(1,917,616	)		(1,918,616)
Balance, September 30, 2022		-		$	-			-		$	-			-		$	-			-		$	-			37,773		$	38			107,212,138		$	107,213			-		$	-		$	71,735,014		$	71,842,265		$	(872,050	)	$	(49,276,866	)	$	21,693,349

See accompanying notes to Unaudited Condensed Consolidated Financial Statements.

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ICONIC BRANDS, INC.

CONDENSED CONSOLIDATED ~~BALANCE~~STATEMENTS ~~SHEETS~~OF CASH FLOWS

	Nine Months Ended September 30
	2022			2021
CASH FLOWS FROM OPERATING ACTIVITIES:				(Restated)
Net loss	$	(9,162,339	)	$	(4,710,150	)
Adjustment to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		571,106			36,308
Amortization of operating lease right-of-use assets		562,926			76,801
Amortization of debt discounts		-			30,032
Gain on forgiveness of PPP loan		-			(28,458	)
Change in allowance for doubtful accounts		47,000			-
Provision for excess and obsolete inventory		40,000			-
Amortization of intangibles		2,389,853			-
Equity compensation		744,557			1,238,502
Change in fair value of contingent consideration		(12,984,661	)
Loss on impairment of Goodwill		10,694,448
Change in operating assets and liabilities:
Accounts receivable		(3,827,294	)		2,937,788
Inventory		(663,050	)		87,916
Equipment deposit		-			(1,834,520	)
Operating lease liabilities		(378,879	)		(80,567	)
Accounts payable and accrued expenses		3,754,303			(1,776,018	)
Prepaid expense and other current assets		(489,008	)		(74,116	)
Loans payable to officer and affiliated entity-noninterest bearing and due on demand		-			(15,637	)
Other assets		(278,836	)		(25,935	)
Other current liabilities		44,999			35,713
Deferred revenue		1,592			(43,565	)
Net cash used in operating activities		(8,933,283	)		(4,145,906	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Net cash paid from acquisition of TopPop		-			(3,547,770	)
Cash paid for Acquisition of United Spirits		-			(1,000,000	)
Fixed assets and leasehold improvements		(2,497,195	)		-
Net cash used in investing activities		(2,497,195	)		(4,547,770	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Common Stock and Series A-2 Preferred Stock issued for Cash, net of fees		10,998,076			15,010,385
Net proceeds from factoring arrangement		1,063,323			-
Proceeds from note payable		-			924,280
Repayment of note payable		(23,334	)		(2,015,380	)
Net cash provided by financing activities		12,038,065			13,919,285
Net increase in cash		607,587			5,225,609
Cash and cash at beginning of year		2,190,814			457,041
Cash and cash at end of year	$	2,798,401		$	5,682,650
SUPPLEMENTAL DISCLOSURE OF CASH AND NON-CASH TRANSACTIONS:
Cash paid for interest	$	304,309		$	677,430
Common and preferred stock issued in exchange for old Series, E, F and G Preferred stock	$	-		$	3,665,865
Purchase and retirement of treasury stock	$	-		$	(516,528	)
Common Stock issued to settle notes payable	$	-		$	5,415,416
Recognition of right of use asset - operating lease	$	2,617,474		$	-
Purchase of equipment with promissory note	$	70,000		$	-
Conversion of Series A-2 Preferred Stock for Common Stock	$	3,543		$	-

(Unaudited)

	Three Months Ended March 31
	2023			2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(2,533,280	)	$	(3,151,740	)
Adjustment to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		240,366			78,348
Amortization of operating lease right-of-use assets		165,294			201,253
Amortization of debt discounts		45,312			-
Change in allowance for doubtful accounts		679,141			47,000
Provision for excess and obsolete inventory		40,000			-
Amortization of intangibles		75,712			796,600
Equity-based compensation		204,379			280,798
Change in operating assets and liabilities:
Accounts receivable		(435,303	)		(3,224,755	)
Inventory		79,636			(1,953,368	)
Operating lease liabilities		(154,571	)		(45,904	)
Accounts payable and accrued expenses		757,696			1,769,095
Prepaid expense and other current assets		4,910			(453,554	)
Other assets		2,380			(81,417	)
Deferred revenue		146,907			10,660
Net cash used in operating activities		(681,421	)		(5,726,984	)

CASH FLOWS USED IN INVESTING ACTIVITIES:
Fixed assets and leasehold improvements		(399,612	)		(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
Net proceeds from factoring arrangement		-			1,960,604
Proceeds from note payable		500,000			-
Repayment of factoring arrangement		(93,249	)		-
Repayment of note payable		(29,622	)		-
Net cash provided by financing activities		377,129			12,958,680

Net decrease in cash		(703,904	)		5,398,300
Cash and cash at beginning of year		916,526			2,190,814
Cash and cash at end of year	$	212,622		$	7,589,114

SUPPLEMENTAL DISCLOSURE OF CASH AND NON-CASH TRANSACTIONS:
Cash paid for interest	$	2,273		$	-
Recognition of right of use asset - operating lease	$	-		$	2,617,474
Conversion of Series A-2 Preferred Stock for Common Stock	$	320		$	2,242

See accompanying notes to Unaudited Condensed Consolidated Financial Statements.

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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 ~~September~~June 30, 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 ~~December~~November 123, 2015.

On July 26, 2021, ~~Iconic~~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, ~~Iconic~~ the company purchased all of the outstanding ~~common~~ stock of United.

Empire was organized in the State of Nevada on February 4, 2022. ~~During~~Since ~~the~~its ~~three and nine months ended September 30~~formation, ~~2022,~~there ~~Empire~~has ~~had~~been no business activity or ~~operations~~transactions.

2. LIQUIDITY AND GOING CONCERN

2The Company has continuing losses from operations, net cash used in operating activities, a working capital deficiency of $11,097,805 and an accumulated deficit of $73,675,071. ~~SUMMARY~~These OFconditions ~~SIGNIFICANT~~raise ~~ACCOUNTING~~substantial ~~POLICIES~~doubt about the Company’s ability to continue as a going concern through June 30, 2024. There are no assurances that such additional funding will be achieved and that the company will succeed in its future operations.

~~(a) Basis~~The consolidated financial statements do not include any adjustments relating to the recoverability and classification of ~~Presentation~~recorded asset amounts or amounts of liabilities that might be necessary should the company be unable to continue as a going concern. The company’s inability to obtain required funding in the near future or its inability to obtain funding on favorable terms will have a material adverse effect on its operations and strategic development plan for future growth. If the Company cannot successfully raise additional capital and implement its strategic development plan, its liquidity, financial condition, and business prospects will be materially and adversely affected and the Company may have to cease operations.

~~The~~Between ~~Company~~January ~~has~~1, ~~continuing~~2023 ~~losses~~and ~~from~~June ~~operations~~29, ~~net~~2023, ~~cash~~the ~~used~~Company inraised ~~operating activities~~$1,450,000 aof ~~working~~net ~~capital~~proceeds ~~deficiency~~from the issuance of ~~$10,836,901~~notes ~~and~~payable ~~accumulated~~(see ~~deficit~~note of15—Subsequent ~~$49,276,866~~Events). ~~These~~The ~~conditions~~Company ~~raise~~is ~~substantial~~seeking ~~doubt~~additional ~~about~~funding ~~the~~(either ~~Company’s~~debt ~~ability~~or toequity) ~~continue~~which, aswith cash agenerated ~~going~~from ~~concern~~production activity, ~~for~~would aprovide ~~period~~capital offor ~~twelve months from~~ the ~~filling~~Company ofto ~~this~~become ~~document~~profitable. There ~~are~~is no ~~assurances~~certainty that ~~such~~this ~~additional~~plan ~~funding~~can ~~will~~ be achieved. As ~~and~~of ~~that~~June 27, 2023, the ~~company~~Company has approximately $359,000 of cash available which will ~~succeed~~enable inthe ~~its~~Company ~~future~~to continue their operations. for no longer than three months without any additional equity and/or debt financing.

~~The~~On ~~condensed~~June ~~unaudited~~28, ~~consolidated~~2023, ~~interim~~the ~~financial~~Company ~~statements~~filed doa ~~not~~voluntary ~~include~~petition ~~any~~for ~~adjustments~~its ~~relating~~subsidiary, toTopPop, ~~the~~under ~~recoverability~~Chapter ~~and~~11, ~~classification~~Subchapter V of ~~recorded~~the ~~asset~~bankruptcy ~~amounts~~code orin ~~amounts~~the ofEastern ~~liabilities~~District ~~that~~of ~~might~~New beYork, ~~necessary~~Case ~~should~~No. ~~the~~23-72310. TopPop ~~company~~intends ~~be unable~~ to continue its operations as a ~~going~~debtor ~~concern~~in possession while it reorganizes its debts. The ~~company’s~~bankruptcy ~~inability~~filing toconstitutes ~~obtain~~an ~~required~~event ~~funding~~of indefault ~~the~~under ~~near~~all ~~future~~of orthe ~~its~~Company’s ~~inability~~outstanding todebt ~~obtain~~obligations. ~~funding~~There onwere ~~favorable~~no ~~terms~~other ~~will~~contract ~~have~~violations aand ~~material~~the ~~adverse~~other ~~effect~~wholly onowned ~~its~~subsidiaries will continue operations ~~and~~as ~~strategic~~usual. Creditors ~~development~~of ~~plan~~TopPop ~~for~~may ~~future~~seek ~~growth.~~an Iforder from the ~~Company~~bankruptcy ~~cannot~~court ~~successfully~~to ~~raise~~modify ~~additional~~the ~~capital~~automatic ~~and~~stay ~~implement~~under ~~its~~Section ~~strategic~~362 ~~development~~of ~~plan,~~the ~~its~~bankruptcy ~~liquidity,~~code. ~~financial~~If ~~condition,~~the ~~and~~Creditors ~~business~~are ~~prospects~~successful, ~~will~~they would be ~~materially~~permitted ~~and~~to ~~adversely~~continue ~~affected~~collections ~~and~~against ~~the~~TopPop ~~Company~~including ~~may~~seizing ~~have~~its ~~to cease operations~~assets.

~~The~~3. ~~accompanying~~SUMMARY ~~condensed~~OF ~~unaudited~~SIGNIFICANT ~~consolidated~~ACCOUNTING ~~interim~~POLICIES financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

~~Restatement~~(a) Principles of Consolidation

~~While~~The ~~preparing~~consolidated ~~its~~financial ~~annual~~statements ~~report~~include ~~for~~ the ~~year~~accounts ~~ended~~of ~~December 31~~Iconic, ~~2021, the Company identified an error in~~ its ~~accounting~~two ~~relating~~54% toowned ~~the~~subsidiaries ~~acquisition~~BiVi ofand ~~the~~Bellissima, 60% ~~outstanding~~owned ~~stock of one of the entities that are included in the consolidated financial statements. The Company erroneously recognized a $1~~Empire,~~000,000~~ ~~payment~~and its ~~made~~wholly-owned tosubsidiaries aUnited ~~shareholder~~ and ~~$428~~TopPop,~~465~~ (collectively, ~~balance~~the in“Company”). ~~noncontrolling~~All ~~interest~~inter-company asbalances ~~components of general~~ and ~~administrative expenses. Since these are capital~~ transactions, ~~the amounts should~~ have been ~~recognized~~eliminated in ~~additional paid in capital~~consolidation. The tables below summarize the impact on the restatements described above on the financial information previously reported on the Company's Form 10-Q for the nine months ended September 30, 2021. There was no impact to the cash used in operating expenses during the nine months ended September 30, 2021.

	Three months ended September 30, 2021						Nine months ended September 30, 2021
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS	As Reported			As Restated			As Reported			As Restated
General and administrative expenses		2,784,102			1,355,637			5,272,073			3,843,608
Net loss	$	(3,820,589	)	$	(2,392,124	)	$	(6,138,615	)	$	(4,710,150	)
Basic and diluted loss per share	$	(0.05	)	$	(0.03	)	$	(0.18	)	$	(0.14	)
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
Additional paid-in capital		57,541,023			56,112,558			57,541,023			56,112,558
Accumulated deficit		(32,497,887	)		(31,069,422	)		(32,497,887	)		(31,069,422	)

The Company has continuing losses from operations, net cash used in operating activities, a working capital deficiency of $11,097,805 and an accumulated deficit of $73,675,071. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of twelve months from the filling of this document. There are no assurances that such additional funding will be achieved and that the company will succeed in its future operations.

The accompanying consolidated interim financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

(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 September 30, 2022
	QuotedPrices inactivemarkets (Level 1)		Significantotherobservable inputs(Level 2)		Significant unobservableinputs(Level 3)
Contingent consideration	$	-	$	-	$	7,219,844

	December 31, 2021
	QuotedPrices inactivemarkets (Level 1)		Significantotherobservableinputs(Level 2)		Significant unobservableinputs(Level 3)
Contingent consideration	$	-	$	-	$	20,204,505

The fair value of the contingent consideration is based on the projected earnings of the Company’s business. The TopPop business is a seasonal business in nature and expects largest demand in the third quarter. During the quarter ended September 30, 2022, the Company did not achieve the revenues it expected. Due to the significance of the shortfall during this period, the Company concluded that a triggering event occurred and as such, the Company reassessed the underlying assumptions used in its projected earnings. As a result of that analysis, it was determined that the fair value of the contingent consideration was reduced to $7,219,844 as of September 30, 2022 resulting in a gain from the change in fair value of contingent consideration of $12,984,661 for the three and nine months ended September 30, 2022.

Additionally resulting from the above, the Company recognized a loss on impairment of its goodwill of $10,694,418 during the three and nine months ended September 30, 2022.

(d) Cash

~~The~~As ~~total amount~~ of ~~bank~~March ~~deposits~~31, ~~(checking~~2023, ~~and~~there ~~savings~~were ~~accounts)~~no ~~that~~deposits ~~was~~ not insured by the FDIC ~~at September 30, 2022 was approximately $2,038,000~~.

(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 the customer’s historical experience and the aging of the related accounts receivable. The Company has significantly increased its reserve for uncollectible accounts receivable, which is attributed to two large customers of its wholly owned subsidiary TopPop LLC. Issues relating to production quality and minimum order quantities were resolved in the first quarter of 2023, resulting in negotiated lower accounts receivable balances. During the quarter ended March 31, 2023, the Company wrote off $679,141 of previously reserved accounts receivable. At ~~September~~March 3031, ~~2022~~2023 and December 31, ~~2021~~2022, the allowance for doubtful accounts was $4768,000 and $32747,~~000~~141, 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 ~~September~~March 3031, ~~2022~~2023 and December 31, ~~2021~~2022 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~~products 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 Accounting Standards Codification (“ASC”) Topic 718, “Compensation-Stock Compensation”. For the three ~~and nine~~ months ended ~~September~~March 3031, 2023 and 2022, equity-based compensation was $~~184~~204,~~962 and $744~~379,~~557,~~ ~~respectively.~~net ~~For~~of ~~the~~forfeitures ~~three~~of ~~and nine months ended September 30~~$95, ~~2021~~093, ~~equity-based compensation was~~ and $~~468~~280,~~750~~798 ~~and $1,238,502,~~ 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 share 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 of ~~September~~March 3031, ~~2022~~2023 and ~~2021~~2022, the Company had ~~136~~94,~~519~~962,~~866~~016 and 8725,~~593~~620,~~083~~245 potentially dilutive shares of Common Stock related to Common Stock options and warrants, respectively. Dilutive securities having an anti-dilutive effect on diluted net loss per share are excluded from the calculation.

l)10 ~~Recently~~Table ~~Issued~~of ~~Accounting Pronouncements~~ Contents

~~Certain~~(l) ~~other~~Business ~~accounting~~Acquisition 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.Accounting

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.

(nm) 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

Schedule of estimated useful lives
		Years
Machinery and equipment		3 - 10
Leasehold improvements		Lesser of term of lease or useful life
Furniture and fixtures		3 - 5

~~On July 26, 2021, Iconic entered into an acquisition agreement~~ (~~the “TopPop Acquisition Agreement”~~n) ~~with~~New ~~TopPop,~~accounting ~~and~~pronouncements ~~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 Iconic and Iconic acquired, all of the issued and outstanding membership interests of TopPop.policies

~~TopPop~~Effective isJanuary a1, ~~brand~~2023, ~~owner~~the ~~and~~Company ~~contract~~adopted ~~manufacturing~~ASU ~~and~~2016-13 ~~packaging~~Financial ~~company~~Instruments ~~specializing~~— inCredit ~~flexible~~Losses ~~packaging~~(Topic ~~solutions~~326): inMeasurement ~~the~~of ~~food~~Credit Losses on Financial Instruments, ~~beverage~~using ~~and~~a ~~health~~modified ~~categories~~retrospective approach. ~~Its~~ASU ~~first~~2016-13 ~~branded~~replaces ~~and~~the ~~contract~~incurred ~~products~~loss ~~are~~impairment ~~alcohol-infused~~model ~~ice~~with ~~pops~~an expected credit loss impairment model for financial instruments, including trade receivables. ~~Its~~The ~~manufacturing~~guidance ~~facility~~requires entities to consider forward-looking information to estimate expected credit losses, resulting in ~~Marlton~~earlier recognition of losses for receivables that are current or not yet due. Upon adoption, ~~New~~changes ~~Jersey~~in isthe ~~registered~~allowance bywere not material for the ~~Federal~~transition ~~Drug~~period ~~Administration~~starting ~~and~~January ~~holds~~1, a2023 ~~Safe~~through ~~Quality~~the ~~Food~~three ~~certification~~months ending March 31, 2023.

4. INTANGIBLE ASSETS

Intangible assets consist of the following:
	Estimated Useful	March 31,		December 31,
	Lives	2023		2022
Tradename - Trademarks	5 years	$	2,896,850	$	2,896,850
Intellectual Property	5 years		374,550		374,550
Customer Base	10 years		2,041,983		2,041,983
Non-Competes	4 years		285,884		285,884
			5,599,267		5,599,267
Less: accumulated amortization			4,589,779		4,514,067
		$	1,009,488	$	1,085,200

Intangible assets are amortized on a straight-line basis over the useful lives of the assets. Amortization expense amounted to $75,712 and $796,600 for the three months ended March 31, 2023 and 2022, respectively.

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, 2023	$	227,134
2024		302,847
2025		302,847
2026		176,660
Total	$	1,009,488

5. LEASEHOLD IMPROVEMENTS, FURNITURE, AND EQUIPMENT, NET

Leasehold improvements, furniture, and equipment, net consisted of the following:

	March 31,			December 31,
	2023			2022
Machinery and equipment	$	7,372,559		$	7,324,600
Deposits on equipment		586,403			260,701
Leasehold improvements		423,154			397,202
Supplies		239,407			239,407
Furniture and fixtures		152,842			152,843
		8,774,365			8,374,753
Less accumulated depreciation		(1,152,900	)		(912,534	)
	$	7,621,465		$	7,462,219

Depreciation expense related to leasehold improvements, furniture, and equipment amounted to $240,366 and $78,348 for the three months ended March 31, 2023 and 2022, respectively.

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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 Common Stock, which shares were valued in the aggregate at $10,143,744, or $06.39 ~~per~~INVENTORIES 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”). Under the TopPop acquisition agreement, earn-out payments, if any, were to 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 shares of 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, results as of and during the period ended September 30, 2022 required the Company to conclude that the value of the contingent consideration required to be made at the end of the Second Year must be decreased. The TopPop business is a seasonal business in nature and expects its largest demand in the third quarter. During the quarter ended September 30, 2022, the Company did not achieve the revenues it expected. Due to the significance of the shortfall during this period, the Company concluded that a triggering event occurred and as such, the Company reassessed the underlying assumptions used in its projected earnings. As a result of that analysis, it was determined that the fair value of the contingent consideration was reduced to $7,219,844 as of September 30, 2022. The change resulted in a gain from the change in fair value of the contingent consideration of $12,984,661 for the three and nine months ended September 30, 2022, as stated on the Consolidated Statement of Operations. Because of this triggering event, the Company further analyzed the value of its goodwill on the Balance Sheet as discussed further in this Note.

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. 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. Holders of approximately $3.55 million of these notes have agreed to extend the term until December 1, 2022, 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.

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.

As a result of delays in the revenue targets, management conducted a reassessment during the quarter ended September 30, 2022 and identified indicators of impairment related to the acquisition of TopPop. Upon completion, management compared the carrying values to the non-discounted pre-tax cash flow value of the TopPop business unit and it was determined that the intangibles were not impaired, but upon review of discounted cash flow value of the TopPop business unit, the fair value did not exceed the carrying value indicating an impairment of goodwill. During the three and nine months ended September 30, 2022, the Company recorded an impairment charge of $10,694,448 for goodwill.

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Changes in the value of goodwill:

Balance of goodwill as of January 1, 2022	$	15,976,877
Impairment of goodwill		(10,694,448	)
Balance of goodwill as of September 30, 2022	$	5,282,429

Intangible assets

Intangible assets consist of the following:
	EstimatedUseful	September 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			3,717,467		1,327,614
		$	19,219,733	$	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 $2,389,853 for the three and nine months ended September 30, 2022, respectively. There was no amortization expense during the nine months ended September 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	$	796,600
2023		3,186,400
2024		3,186,400
2025		3,102,317
2026		2,341,600
2027		1,441,400
Thereafter		5,165,016
Total	$	19,219,733

4. LEASEHOLD IMPROVEMENTS, FURNITURE, AND EQUIPMENT, NET

Leasehold improvements, furniture, and equipment, net consisted of the following:
	September 30,			December 31,
	2022			2021
Machinery and equipment	$	7,544,093		$	5,352,009
Leasehold improvements		374,429			154,389
Supplies		239,407			140,004
Furniture and fixtures		74,068			36,181
		8,231,997			5,682,583
Less accumulated depreciation		(678,944	)		(125,619	)
	$	7,553,053		$	5,556,964

Depreciation expense related to leasehold improvements, furniture, and equipment amounted to $227,307 and $571,106 for the three and nine months ended September 30, 2022, respectively.

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5. INVENTORIES

Inventories consisted of:

	September 30,2022		December 31,2021
	March 31,2023		December 31,2022
Finished goods:
Bellissima brands	$	~~982~~914,~~925~~936	$	~~384~~1,~~717~~005,029
TopPop		~~292~~225,~~665~~681		~~728~~202,~~305~~814
Total finished goods		1,~~275~~140,~~590~~617		1,~~113~~207,~~022~~843
Work-in-process:
TopPop		~~109~~75,~~472~~460		8818,~~066~~168
Raw materials:
TopPop		958,~~739~~685		2713,~~263~~379
Bellissima brands		~~370~~210,~~600~~295		-315,303
Total raw materials		466,339		27,263
Total	$	1,435,057	$	1,554,693
Total	$	1,851,401	$	1,228,351

67. ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses consisted of:

	September 30, 2022		December 31, 2021
	March 31,2023		December 31,2022
Accounts payable	$	45,~~641~~699,~~936~~259	$	15,~~367~~111,~~787~~079
Accrued officers’ compensation		~~677~~676,~~136~~195		~~780~~676,~~701~~195
Accrued interest		594,707		215,056
Accrued royalties		141,334		138,796
Accrued commissions		~~213~~197,~~622~~645		88204,~~318~~132
Accrued royalties		111,458		178,013
Accrued interest		845,828		725,601
Other		~~228~~109,~~490~~875		8356,~~171~~637
Total	$	67,~~467~~670,~~349~~136	$	26,~~713~~912,~~046~~440

~~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~~8. On ~~May~~NOTES 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 incurred a late filing penalty. Due to the penalty, the Company recognized $173,211 and $776,211 expenses for the three and nine months ended September 30, 2022, respectively, leaving a balance of $776,211 on the Balance Sheet as of September 30, 2022.PAYABLE

7.The ~~NOTES~~changes ~~PAYABLE~~in notes payable consisted of:

In connection with the July 2021 acquisition of 100% of the equity of TopPop, on July 26, 2021, the Company 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. Holders of approximately $3.55 million of these notes have agreed to extend the term until December 1, 2022, 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.

Balance as of December 31, 2022	$	5,331,674
Issuances of principal		550,000
Amortization of debt discount		(4,688	)
Payments toward promissory note		(29,622	)
Balance as of March 31, 2023	$	5,847,364

On ~~July~~March 262, ~~2021~~2023, the Company ~~assumed~~entered ainto two $110,000 ~~Small~~and ~~Business~~one ~~Administration~~$330,000 short (term original discount promissory notes with three investors totaling $550,000, one of whom is the ~~“SBA~~Company's Chairman ($110,000 note”) ~~from~~and ~~the~~two ~~acquisition~~are ofinvestors ~~TopPop~~in the Company. The ~~note~~notes ~~bears~~were andue April ~~interest~~3, ~~rate~~2023 ~~of 3~~and are in default.~~75%~~ ~~per~~As ~~annum~~of ~~and~~the ~~matures~~date onof ~~January~~this 22report was filed, ~~2051~~there have been no demands for payment by the noteholders.

OnIn ~~August~~connection ~~29,~~with ~~2022,~~our July 2021 acquisition of 100% of the ~~Company~~equity ~~issued~~of aTopPop ~~$70~~LLC (“TopPop”),~~000~~ ~~promissory~~on ~~note~~July to26, a2021, ~~third~~we ~~party~~issued into ~~exchange~~the ~~for~~sellers ~~machinery.~~promissory ~~Under~~notes in the ~~terms~~aggregate principal amount of $4,900,000 (the ~~note,~~“TopPop Notes”). The TopPop Notes bear interest at the ~~Company~~rate ~~will~~of ~~make~~10% ~~six~~per ~~monthly~~annum, ~~payments~~matured ~~beginning~~on ~~September~~July 526, 2022~~. In~~ and are secured by all of the outstanding membership interest in TopPop. Upon an event of default under the TopPop Notes, the ~~entire~~holders ~~balance~~of ~~becomes~~such ~~due~~TopPop ~~immediately~~Notes may exercise all rights and ~~will~~remedies ~~accrue~~available 6%under ~~interest~~the ~~thereafter. As~~terms of ~~September~~the 30TopPop Notes or applicable laws, including to foreclose on certain collateral consisting of the membership interests of TopPop. On July 26, 2022, the ~~balance~~total ofprincipal amount outstanding under the ~~promissory~~TopPop ~~note~~Notes was $464,~~666~~900,000, ~~with~~exclusive noof accrued and unpaid interest.

AsThe TopPop Notes are now in default and we are currently in discussions with holders of ~~September~~the ~~30,~~TopPop ~~2022,~~Notes ~~notes~~regarding ~~payable~~possible ~~consisted~~solutions for the payment of ~~$150~~the TopPop Notes,~~000~~ ~~outstanding~~including ~~under~~the possible extension of the ~~SBA~~maturity ~~note~~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, ~~$46~~the noteholders will be able to seek judgement for the full amount due and may seek to foreclose on our assets. If this occurs,~~666~~ ~~outstanding~~any ~~under~~such remedy will have a ~~promissory~~material ~~note~~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 $53.55 million of these notes have agreed to extend the term until December 1,~~042~~ 2022,~~467~~ ~~outstanding~~and ~~under~~have ~~notes~~indicated ~~held~~that they will not seek cash settlement prior to August 2023. As of March 31, 2023, no further extensions have been granted by ~~former~~the ~~owners~~noteholders. As of ~~TopPop~~the date of this report was filed, there have been no demands for payment by the noteholders.

The future payments on principal of notes payable are as follows:	Amount
Remainder of the year ending December 31, 2022	$	5,080,467
Year ending December 31, 2023		14,779
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	$	5,239,133

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~~Interest~~As ~~expense~~of onMarch ~~these~~31, 2023, notes ~~for~~payable consisted of $150,000 outstanding under the ~~three~~SBA ~~and~~note, ~~nine~~$545,312 ~~months~~outstanding ~~ended~~under ~~September~~the 30notes payable to shareholders, ~~2022~~net ~~was~~of discount of $~~191~~4,~~764~~688, $109,585 outstanding under the finance agreement and $~~619~~5,~~050~~042,467 ~~respectively.~~outstanding ~~Interest~~under ~~expense~~notes onheld ~~notes~~by ~~payable~~former ~~for~~owners ~~the~~of ~~three~~TopPop. ~~and~~During ~~nine~~the three months ended ~~September~~March 3031, ~~2021~~2023 ~~was~~and 2022, the Company recognized interest expense on notes payable of $~~452~~169,~~539~~238 and $~~483~~123,~~293~~954, respectively.

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The future payments on principal of notes payable are as follows:	Amount
Year ending December 31, 2023	$	5,609,959
Year ending December 31, 2024		32,077
Year ending December 31, 2025		35,204
Year ending December 31, 2026		32,543
Year ending December 31, 2027		3,617
Thereafter		133,964
Total	$	5,847,364

89. FACTORING LIABILITY

~~During~~On ~~the~~January ~~nine months ended September 30~~10, 2022, the Company entered into a purchase and sale agreement with Prestige Capital Finance, LLC (“Prestige”). Under the agreement, Prestige has agreed to buy 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 has agreed to pay 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~~Company ~~balance~~accounts isfor ~~secured~~this byagreement anas ~~interest~~a infinancing ~~virtually~~arrangement, ~~all~~with ~~assets of~~ the ~~Company,~~down ~~with~~payments arecorded ~~first~~as ~~security~~debt ~~interest~~and inrepayment ~~accounts~~made ~~receivable.~~when ~~The~~the ~~agreement~~applicable ~~remains~~receivable inis ~~effect~~collected. ~~through~~As ~~January~~of 10March 31, 2023 and ~~will~~December be31, ~~automatically~~2022, ~~renewed~~there ~~for~~was ~~successive~~an ~~periods~~outstanding balance of ~~one~~$0 ~~year~~and ~~each~~$93,249, ~~unless~~respectively ~~either~~and ~~party~~accrued ~~terminates~~interest ~~the~~of ~~agreement~~$0 inand ~~writing~~$2,273, atrespectively. ~~least~~Interest 60expense ~~days~~for ~~prior~~incurred toduring the ~~expiration~~three ofmonths ~~the~~ended ~~initial~~March ~~term~~31, or2023 ~~any~~and ~~renewal~~2022 ~~term.~~was ~~Prestige~~$0 ~~may~~and ~~cancel~~$56,882, ~~the agreement at any time upon 60 days’ notice~~respectively.

The ~~Company~~outstanding ~~accounts~~balance ~~for~~is ~~this~~secured ~~agreement~~by asan ainterest ~~financing~~in ~~arrangement,~~virtually ~~with~~all ~~the~~assets ~~down~~of ~~payments~~the ~~recorded~~Company, aswith ~~debt~~a ~~and~~first ~~repayment~~security ~~made~~interest ~~when~~in ~~the~~accounts ~~applicable~~ receivable ~~is collected~~. AsThe ofbalance ~~September 30, 2022, there~~ was anpaid ~~outstanding~~off ~~balance~~in ofJanuary ~~$1,063,323~~2023 and ~~accrued interest of $5,458. Interest expense for incurred during~~ the ~~three~~agreement ~~and~~remains ~~nine~~in ~~months~~effect ~~ended~~until ~~September~~January ~~30, 2022 was $133,632 and $309,767, respectively~~2024.

910. 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

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 are entitled to receive, and the Company is obligated to 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 TopPop, new product launches, marketing, and other general working capital purposes.

During the ~~nine~~three months ended ~~September~~March 3031, ~~2022~~2023, stockholders converted ~~1,108~~100 shares of Series A-2 Preferred Stock into 3320,~~544,544~~000 shares of Common Stock, par value $.001 per share~~, at $0~~.~~31 per share.~~

Common Stock

OnBetween ~~March~~January ~~23,~~2022 ~~2021,~~and ~~the~~March ~~Company~~2022, ~~issued~~stockholders ~~401,670~~converted 701 shares of ~~its~~Series ~~Common~~A-2 Preferred Stock tointo 2,243,200 shares anof ~~investors~~common ~~relations firm for services rendered to the Company. The $180~~stock,~~752~~ ~~fair~~par value of$.001 ~~the~~per ~~401~~share,~~670~~ at ~~shares of~~$0.31 ~~Common~~per ~~Stock was expensed as investor relations~~share.

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 Common Stock was expensed as consulting fees in the nine months ended September 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 Common Stock was expensed as officers’ compensation in the nine months ended September 30, 2021.

On July 26, 2021, the Company entered into an acquisition agreement with TopPop and each of FrutaPop LLC, Innoaccel Investments LLC and Thomas Martin (collectively, 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 (see note 3). Upon consummation of the acquisition, the Company issued 26,009,600 shares of Common Stock, valued at $10,143,744.

The following events also occurred on July 26, 2021:

The Company sold 18,800 shares of Series A-2 Preferred Stock and 6,711,997 shares of Common Stock for an aggregate of $15,603,385, net of fees.

The Company issued 4,268 shares of Series A-2 Preferred Stock and 547,200 shares of Common Stock to settle $4,438,708 of notes payable.

The Company entered into securities exchange agreements (collectively, the “Exchange Agreement”) with the holders of the Company’s outstanding (a) Series E Convertible Preferred Stock, Series F Convertible Preferred Stock and Series G Convertible Preferred Stock, and (b) Series E Common Stock Purchase Warrants, Series F Common Stock Purchase Warrants and Series G Common Stock Purchase Warrants, pursuant to which the Holders exchanged (i) all existing Preferred Stock held by each Holder for shares of Series A-2 Preferred Stock and Warrants, and (ii) all existing warrants held by each Holder for shares of Common Stock (the “Exchange”). In connection with the Exchange, the Holders exchanged all of their existing securities for an aggregate of 3,555 shares of Series A-2 Preferred Stock, warrants to purchase 14,304,880 shares of Common Stock, and 2,209,517 shares of Common Stock.

The Company entered into a securities exchange agreement dated as of July 26, 2021 (the “Series A Preferred Exchange Agreement”), with Richard DeCicco, who, at the time of execution and delivery of such agreement, was the Company’s Chief Executive Officer, Chief Financial Officer, chairman of the Company’s board of directors (the “Board”) and the holder of the Company’s one issued and outstanding share of Series A Preferred Stock. Pursuant to the Series A Preferred Exchange Agreement, Mr. DeCicco exchanged his one share of Series A Preferred Stock for 25,600,000 shares of Common Stock. Upon such exchange, the Series A Preferred Stock, which previously gave Mr. DeCicco two votes for every one vote of the Company’s outstanding voting securities, was cancelled and all contractual (or similar) rights, preferences and obligations relating to such Series A Preferred Stock became null and void and of no further effect whatsoever.

During the nine months ended September 30, 2021, the Company issued and aggregate 3,401,670 shares of Common Stock to vendors for services and for officer’s compensation. The aggregate value of the Common Stock was $1,238,502.

During the nine months ended September 30, 2021, the Company issued 8,283,899 shares of Common Stock in exchange for retiring outstanding warrants.

On July 1, 2022, under the terms of the Certificate of Designation for the Series A-2 Preferred Stock filed on July 26, 2021, the Company calculated that it is obligated to pay a one-time 6% dividend on the subscription value of the initially issued Series A-2 Preferred Stock. On July 19, 2022, the Company issued shares of Common Stock to satisfy this dividend requirement and has calculated the number of shares of Common Stock to be issued as 8,810,826 at $0.37 per share.

On August 8, 2022, the Company issued 13,000 shares of restricted Common Stock to an employee pursuant to such employee’s employment agreement.

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 January 1, 2022, to ~~September~~March 3031, 2022, as follows:

	Warrants		WeightedAverageExercisePrice		WeightedAverageContractualTermOutstanding
Outstanding at January 1, 2022		87,593,083	$	0.31		4.23
Granted		40,018,583		0.31		4.5277
Outstanding at September 30, 2022		127,611,666		0.31		4.21
Outstanding at March 31, 2022		127,611,666		0.31		4.46

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A summary of warrant activity for the period January 1, 2023, to March 31, 2023, as follows:

	Warrants		Weighted Average Exercise Price		Weighted Average Contractual Term Outstanding
Outstanding at January 1, 2023		127,611,666	$	0.31		3.71
Granted		-		-		-
Outstanding at March 31, 2023		127,611,666		0.31		3.71

Options

~~During~~On ~~the~~March ~~three and nine months ended September 30~~21, ~~2022~~2023, the Company ~~recognized $278~~granted 1,~~798 and $559~~000,~~596,~~000 stock ~~respectively,~~options ofto ~~expense~~a ~~for~~sales ~~the~~consultant ~~option~~with ~~awards.~~an ~~There~~exercise ~~were~~price noof ~~options~~$0.3125, ~~outstanding~~vesting asin of90 ~~September~~days ~~30,~~with ~~2021~~a five year term.

~~The~~During ~~following~~the ~~table~~three ~~summarizes~~months ~~the~~ended ~~activity~~March of31, ~~our~~2023 ~~stock~~and ~~options~~2022, ~~for~~ the ~~nine~~Company ~~months~~recognized ~~ended~~$204,379 ~~September~~and 30$280,798, ~~2022:~~respectively, of expense for the option awards.

	Shares			WeightedAverageExercisePrice		WeightedAverageContractualTermOutstanding
Outstanding at December 31, 2021		7,408,200		$	0.45		9.79
Granted		1,500,000			0.41		9.85
Forfeited or expired		(1,034,200	)		0.45		9.04
Outstanding at September 30, 2022		7,874,000			0.45		9

The following table summarizes the activity of our stock options for the three months ended March 31, 2023:

The outstanding options had no aggregate intrinsic value as of September 30, 2022. 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 September 30, 2022 was $0.17.

	Shares			Weighted Average Exercise Price		Weighted Average Contractual Term Outstanding
Outstanding at December 31, 2022		7,767,333		$	0.45		8.95
Granted		1,000,000		$	0.31		4.98
Exercised		-
Forfeited or expired		(520,000	)	$	0.45		8.54
Outstanding at March 31, 2023		8,247,333		$	0.43		8.26

AsThe ofoutstanding ~~September~~options ~~30,~~had ~~2022,~~no ~~there~~aggregate ~~was~~intrinsic ~~approximately~~value ~~$2,537,000~~as of ~~unrecognized~~March ~~compensation~~31, ~~cost~~2023. ~~related~~Intrinsic tovalue ~~unvested~~is ~~stock~~calculated ~~options~~as ~~granted~~the difference between the market value and ~~outstanding,~~the ~~net~~exercise price of ~~estimated~~the ~~forfeitures.~~shares ~~The~~on ~~cost~~balance issheet ~~expected~~date. toThe bemarket ~~recognized~~value based on athe ~~weighted~~closing ~~average~~bid ~~basis~~price ~~over~~as aof ~~period~~March of31, ~~approximately~~2023 ~~three~~was ~~years~~$0.06.

10As of March 31, 2023, there was approximately $1,789,992 of unrecognized compensation cost related to unvested stock options granted and outstanding, net of estimated forfeitures. ~~LEASES~~The cost is expected to be recognized on a weighted average basis over a period of approximately 1.45 years.

~~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~~11. 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.LEASES

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, TopPop sent the deposit to an escrow account held by the landlord’s counsel.

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~~The~~At March 31, 2023, 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 September 30, 2022
	As ofMarch 31,2023
Remainder of the year ending December 31, 2022	$	300,169
Remainder of the year ending December 31, 2023	$	879,348
Year ending December 31, 2023		1,168,312
Year ending December 31, 2024		1,201,600
Year ending December 31, 2024		1,142,884
Year ending December 31, 2025		1,235,886
Year ending December 31, 2025		1,177,170
Year ending December 31, 2026		1,271,201
Year ending December 31, 2026		1,212,485
Year ending December 31, 2027		1,248,889
Thereafter		1,425,074
Year ending December 31, 2028		325,461
Total undiscounted finance lease payments	$	7,674,983
Thereafter		1,099,614
Less: Imputed interest		2,220,073
Total undiscounted finance lease payments	$	7,261,999
Present value of finance lease liabilities	$	5,454,910
Less: Imputed interest		1,989,622
Present value of finance lease liabilities	$	5,272,377

The operating lease liabilities of $5,~~454~~272,~~910~~377 and $35,~~216~~426,~~315~~948 as of ~~September~~March 3031, ~~2022~~2023 and December 31, ~~2021~~2022, respectively, ~~represents~~represent the discounted (at a 10% estimated incremental borrowing rate) value of the future lease payments at ~~September~~March 3031, ~~2022~~2023 and December 31, ~~2021~~2022. The Company’s weighted-average remaining lease term relating to its operating leases is 4.2989 years.

For the three ~~and nine~~ months ended ~~September~~March 3031, 2023 and 2022, occupancy expense attributed to these leases were $~~463~~320,~~062~~801 and $1450,~~308~~138,~~524,~~ respectively.

~~For~~12. ~~the~~COMMITMENTS ~~three~~AND ~~and nine months ended September 30, 2021, occupancy expense was $115,161 and $169,001, respectively,~~CONTINGENCIES

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 nine months ended September 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 ~~nine~~three months ended ~~September~~March 3031, ~~2022~~2023 and ~~2021~~2022, the Marketing Fees expense (payable to QVC) was $86100,~~153~~025 and $~~131~~160,~~450~~140, respectively, and the direct response sales generated from QVC programs was $~~414~~295,~~567~~977 and $~~687~~142,~~006~~690, respectively.

e. Concentration of sales

For the three ~~and nine~~ months ended ~~September~~March 3031, ~~2022~~2023 and ~~2021~~2022, sales consisted of:

	Three Months Ended		Nine months Ended		Three Months Ended		Nine months Ended
	Three Months Ended March 31,2023		Three Months Ended March 31,2022
	September 30,		September 30,		September 30,		September 30,
Bellissima product line:
	2022		2022		2021		2021
QVC direct response sales	$	295,977	$	142,689
Bellissima product line:
Other		785,254		390,406
QVC direct response sales	$	236,329	$	650,896	$	338,483	$	1,025,488
Total Bellissima		1,081,231		533,095
Other		614,867		1,643,357		462,454		957,311
TopPop		933,688		3,513,702
Total Bellissima		851,196		2,294,253		800,937		1,982,799
Total	$	2,014,919	$	4,046,797
BiVi product line		-		-		-		-
TopPop		2,311,226		11,569,187		2,045,500		2,045,500
Hooters product line		-		-		-		37,585
Total	$	3,162,422	$	13,863,440	$	2,846,437	$	4,065,884

~~TopPop’s~~Accounts ~~sales~~receivable todue ~~one~~from ~~customer~~QVC ~~consisted~~direct ofresponse ~~54% and 52% of its total~~ sales ~~for~~were ~~the nine months ended September 30~~$162,522 ~~2022~~ and ~~2021~~$327,933 ~~respectively.~~as As of ~~September~~March 3031, ~~2022~~2023 and December 31, ~~2021~~2022, ~~60% and 7%,~~ 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 ~~September~~March 3031, ~~2022~~2023. On May 23, 2022, CAA-GBG received notice of termination and the Commission Agreement ended 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 ~~September~~March 3031, ~~2022~~2023.

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1213. RELATED PARTY TRANSACTIONS

On ~~December~~March 62, ~~2019~~2023, the Company ~~executed~~entered ainto ~~Financial~~two ~~Services~~$110,000 and ~~Agreement~~one $330,000 short term original discount promissory notes with ~~InnoAccel,~~three ainvestors ~~controlling~~totaling ~~member~~$550,000, one of ~~the~~whom ~~TopPop.~~is ~~InnoAccel~~Richard ~~had~~DeCicco, ~~agreed~~the toCompany’s ~~provide~~Chairman, ~~financial~~($110,000 note) and ~~administrative~~the ~~services~~other ~~for~~two ~~the~~are ~~company~~current investors in ~~exchange~~the ~~for~~Company. ~~hourly~~The ~~compensations~~notes were due April 3, 2023 and the Company is currently negotiating terms of extension.

~~The~~On July 26, 2021, the Company ~~has~~entered ~~agreed~~into toa ~~keep~~securities ~~this~~purchase agreement inwith ~~place~~Mr. ~~and~~Richard ~~has~~DeCicco, ~~recorded~~Chairman, ~~consulting~~pursuant ~~expense~~to ofwhich ~~$45~~the Company purchased from Mr. DeCicco,~~000~~ and ~~$137~~Mr. DeCicco sold,~~894~~ ~~for~~all of the ~~three~~issued and ~~nine~~outstanding ~~months~~capital ~~ended~~stock ~~September~~of ~~30,~~United ~~2022,~~(See ~~respectively.~~Note 1).

13On December 6, 2019, the Company executed a Financial Services Agreement with InnoAccel Solutions (“InnoAccel”), LLC, a controlling member of the TopPop. ~~SEGMENT~~InnoAccel ~~REPORTING~~had agreed to provide financial and administrative services for the company in exchange for hourly compensation.

The Company has agreed to keep this agreement in place and for the three months ended March 31, 2023 and 2022 the company has recorded consulting expenses of $27,600 and $45,000, respectively.

14. 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 September 30, 2022
Balance sheet at March 31, 2023
Assets	$	42,~~817~~574,~~568~~510		$	4214,~~634~~627,~~199~~810		$	-		$	4717,~~451~~202,~~767~~320
Liabilities	$	39,~~417~~729,~~081~~512		$	229,~~341~~441,~~337~~467		$	-		$	2519,~~758~~170,~~418~~979
Balance sheet at December 31, 2021
Balance sheet at December 31, 2022
Assets	$	23,~~925~~460,~~694~~100		$	4714,~~780~~898,~~962~~648		$	-		$	5018,~~706~~358,~~656~~748
Liabilities	$	28,~~447~~961,~~005~~870		$	299,~~146~~036,~~596~~636		$	-		$	3117,~~593~~998,~~601~~506
Income Statement for the three months ended March 31, 2023:	Branded Beverages			Specialty Packaging			Corporate			Total
Net Sales	$	1,081,231		$	933,688		$	-		$	2,014,919
Cost of sales	$	402,792		$	721,331		$	-		$	1,124,123
Total operating expenses	$	1,142,178		$	1,694,028		$	449,370		$	3,285,576
Loss from operations	$	(463,739	)	$	(1,481,671	)	$	(449,370	)	$	(2,394,780	)
Interest expense	$	-		$	171,040		$	-		$	171,040
Depreciation and amortization	$	4,436		$	235,930		$	-		$	240,366
Income Statement for the three months ended March 31, 2022:
Net Sales	$	533,095		$	3,513,702		$			$	4,046,797
Cost of Goods Sold	$	214,341		$	1,990,698		$			$	2,205,039
Total operating expenses	$	1,457,271		$	2,834,905		$	518,188		$	4,810,364
Loss from operations	$	(1,138,517	)	$	(1,311,901	)	$	(518,188	)	$	(2,968,606	)
Interest expense		-			183,134						183,134
Depreciation and amortization	$	1,141		$	77,207		$			$	78,348

Income Statement for the three months ended September 30, 2022:	Branded Beverages			Specialty Packaging			Corporate			Total
Net Sales	$	902,258		$	2,260,164		$	-		$	3,162,422
Cost of sales	$	531,278		$	2,015,687		$	-		$	2,546,965
Total operating expenses	$	1,629,357		$	2,764,116		$	247,984		$	4,641,457
Loss from operations	$	(1,258,377	)	$	(2,519,639	)	$	(247,984	)	$	(4,026,000	)
Interest expense	$	-		$	191,764		$	-		$	191,764
Depreciation and amortization	$	4,535		$	225,508		$	-		$	230,043
Change in fair value of contingent consideration	$	-		$	12,984,661		$	-		$	12,984,661
Loss on impairment of Goodwill	$	-		$	(10,694,448	)	$	-		$	(10,694,448	)
Income Statement for the three months ended September 30, 2021 (Restated):
Net Sales	$	800,937		$	2,045,500		$	-		$	2,846,437
Cost of Goods Sold	$	(122,972	)	$	2,274,060		$	-		$	2,151,088
Total operating expenses	$	1,723,695		$	727,616		$	160,915		$	2,612,226
Loss from operations	$	(799,786	)	$	(956,176	)	$	(160,915)		$	(1,916,877	)
Depreciation and amortization	$	6,182		$	26,145		$	-		$	32,327

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Income Statement for the nine months ended September 30, 2022:	Branded Beverages			Specialty Packaging			Corporate			Total
Net Sales	$	2,294,253		$	11,569,187		$	-		$	13,863,440
Cost of sales	$	1,128,781		$	8,543,897		$	-		$	9,672,678
Total operating expenses	$	5,695,728		$	8,459,976		$	885,343		$	15,041,047
Loss from operations	$	(4,530,255	)	$	(5,434,686	)	$	(885,343	)	$	(10,850,285	)
Interest expense	$	-		$	619,050		$	-		$	619,050
Depreciation and amortization	$	10,163		$	560,943		$	-		$	571,106
Change in fair value of contingent consideration	$	-		$	12,984,661		$	-		$	12,984,661
Loss on impairment of Goodwill	$	-		$	(10,694,448	)	$	-		$	(10,694,448	)
Income Statement for the nine months ended September 30, 2021 (Restated):
Net Sales	$	2,020,384		$	2,045,500		$	-		$	4,065,884
Cost of Goods Sold	$	520,867		$	2,274,060		$	-		$	2,794,927
Total operating expenses	$	4,534,575		$	727,616		$	241,373		$	5,503,564
Loss from operations	$	(3,035,058	)	$	956,176		$	(241,373	)	$	(4,232,607	)
Depreciation and amortization	$	10,163		$	26,145		$	-		$	36,308

15. SUBSEQUENT EVENTS

21On ~~Table~~June 28, 2023, the Company filed a voluntary petition for its subsidiary, TopPop, under Chapter 11, Subchapter V of ~~Contents~~the bankruptcy code in the Eastern District of New York, Case No. 23-72310. TopPop intends to continue its operations as a debtor in possession while it reorganizes its debts. The bankruptcy filing constitutes an event of default under all of the Company’s outstanding debt obligations. There were no other contract violations and the other wholly owned subsidiaries will continue operations as usual. Creditors of TopPop may seek an order from the bankruptcy court to modify the automatic stay under Section 362 of the bankruptcy code. If the Creditors are successful, they would be permitted to continue collections against TopPop including seizing its assets.

14On March 2, 2023, the Company entered into three Original Issue Discount Promissory Notes in the aggregate principal amount of $550,000 (the “OID Notes”). ~~PROFORMA~~ ~~FINANCIAL~~The ~~STATEMENTS~~OID Notes had a maturity date of April 3, 2023, and upon any Event of Default (~~UNAUDITED~~as defined in the OID Notes), including the failure to make timely payment, the full principal amount of the OID Notes becomes immediately due and payable, at the holder’s discretion, and the interest rate on the OID Notes is increased from 0% to 18% per annum. On May 31, 2023, the Company received notices of default from two holders of the OID Notes for failure to make timely payment, and that the holders of the OID Notes were calling the entire amount under the OID Notes immediately due and payable. At this time, the Company is unable to pay off the entire balance that is currently due pursuant to the OID Notes ($564,918 as of June 27, 2023). Prior to the notices of default, the Company was attempting to reach a negotiated settlement with holders of the OID Notes, and the Company remains in discussions with the holders of the OID Notes to remedy these events of default.

~~Unaudited~~On ~~Supplemental~~April ~~Pro~~26, ~~Forma~~2023, ~~Data~~a shareholder loaned the Company $250,000 on a short-term basis while the Company was negotiating additional financing. The loan was repaid from the proceeds of the Note (defined below).

~~Unaudited~~On ~~pro~~May ~~forma~~11, ~~results~~2023, the Company entered into a 10% Original Issue Discount (OID) Convertible Promissory Note (the “Note”), in the aggregate principal amount of ~~operations~~$660,000 ~~for~~with a shareholder (the ~~quarters~~“OID ~~ended~~Shareholder”). ~~September~~The 30Company received a total of $600,000 ~~2022~~in net ~~and~~proceeds ~~2021:~~from the Note, taking into account the 10% original issue discount. The Note matures on August 11, 2023 (the “Maturity Date”). The Note bears interest at 12% per annum beginning on the 90th day following execution, if not repaid. The Company may prepay the Note at any time, with no penalty.

	Three Months Ended September 30,						Nine Months Ended September 30,
	2021			2022			2021			2022
Sales	$	4,515,648		$	3,162,422		$	13,959,631		$	13,863,440
Cost of goods sold		3,568,367			2,546,965			9,310,893			9,672,678
Gross Profit		947,281			615,457			4,648,738			4,190,762
General and administrative expenses		3,416,493			4,493,080			9,922,808			14,204,208
Selling and marketing		1,482,981			148,377			1,938,961			836,839
Total Operating expenses		4,899,474			4,641,457			11,861,769			15,041,047
Operating income (loss)		(3,952,193	)		(4,026,000	)		(7,213,031	)		(10,850,285	)
Amortization of intangibles		-			-			-			-
Change in fair value of contingent consideration		-			12,984,661			-			12,984,661
Loss on impairment of Goodwill		-			(10,694,448	)		-			(10,694,448	)
Interest expense		(481,071	)		(191,764	)		(1,140,494	)		(619,050	)
Gain on forgiveness of PPP loan		-			8,935			28,458			16,783
Total other expense		(481,071	)		2,107,384			(1,112,036	)		1,687,946
Net Loss	$	(4,433,264	)	$	(1,918,616	)	$	(8,325,067	)	$	(9,162,339	)
Net (loss) income attributable to noncontrolling interests in subsidiaries		(163,024	)		(1,000	)		(138,078	)		(106,823	)
Net Loss attributable to Iconic Brands, Inc.	$	(4,270,241	)	$	(1,917,616	)	$	(8,186,990	)	$	(9,055,516	)
Dividend of common stock to preferred shareholders		-			(3,260,006)						(3,260,006)
Net loss attributable to common and preferred shareholders		(4,270,241	)		(5,177,622	)		(8,186,990	)		(12,315,522	)
Basic and Diluted Loss Per Common Share	$	(0.05	)	$	(0.05	)	$	(0.09	)	$	(0.12	)
Weighted Average Shares Outstanding- basic and diluted		88,632,764			104,959,149			87,098,148			98,967,135

In addition, if at any time after the Maturity Date any portion of the Note remains outstanding, the OID Shareholder may elect to convert all or any portion of the amount outstanding under the Note into Common Stock of the Company. Pursuant to the terms of the Note, the price at which the Note may be converted into Common Stock will be equal to the lesser of (i) $0.0001 per share of Common Stock, or (ii) for each share of Common Stock, 50% of the lowest closing price of the Common Stock in the 30 trading days prior to the conversion notice. If, at any time the Note is outstanding, the Company issues Common Stock for a price per share less than the then applicable conversion price under the Note, then the conversion price of the Note will be reduced to such lower price. The Note contains customary events of default, including, but not limited to, failure to observe covenants under the Note and suspension or delisting of the Company’s Common Stock from the over-the-counter market. Upon the occurrence of an event of default, all obligations under the Note will become immediately due and payable within five days. The Note’s current conversion price ($0.0001 per share) is lower than the par value of the Company’s Common Stock ($0.001 per share). Any issuance of Common Stock upon conversion of the Notes for a price per share less than the Common Stock’s par value ($0.001) would violate applicable Nevada law. As of June 29, 2023, there have been no conversions under this note.

~~These~~On ~~pro~~May ~~forma~~24, ~~results~~2023, ~~are~~the ~~based~~Company onreceived ~~estimates~~a ~~and~~notice ~~assumptions,~~of ~~which~~default from the ~~Company~~OID ~~believes~~Shareholder ~~are~~listing ~~reasonable.~~defaults ~~They~~that ~~are~~the ~~not~~OID ~~necessarily~~Shareholder ~~indicative~~believed ofhave ~~our~~occurred, ~~consolidated~~including, ~~results~~the ofCompany’s ~~operations~~failure into ~~future~~reserve ~~periods~~a orsufficient ~~the~~number ~~results~~of ~~that~~shares ~~actually~~of ~~would~~its ~~have~~Common ~~been~~Stock ~~realized~~for ~~had~~a weconversion ~~been~~of athe ~~combined~~Note ~~company~~if ~~during~~was ~~the~~not ~~periods~~paid ~~presented~~upon its maturity. ~~The~~Based ~~pro~~on ~~forma~~its ~~results~~asserted ~~include~~defaults, ~~adjustments~~the inOID Shareholder has given notice to the ~~quarter~~Company ~~ended~~that ~~September~~the 30$660,000 ~~2021,~~plus ~~related~~interest todue ~~amortization~~under ofthe ~~acquired~~Note ~~intangible~~is ~~assets~~immediately ofdue $1and payable,~~858,733~~ and ~~interest~~the ~~expense~~OID onShareholder ~~notes~~has ~~payable~~reserved ofany ~~$338,917.~~and ~~There~~all ~~are~~remedies noavailable ~~proforma~~to ~~adjustments~~it ~~for~~as ~~the~~a ~~three~~result ~~and~~of ~~nine~~such ~~months~~defaults. ~~ended~~As ~~September~~of 30June 29, ~~2022~~2023 there have been no conversions under this note.

~~During~~As ~~the~~of ~~period~~June ~~from~~29, ~~October 1~~2023, ~~2022~~ the Company is unable to ~~October~~pay ~~24,~~off ~~2022,~~the ~~our~~entire ~~stockholders~~loan ~~converted~~balance ~~220~~due to the OID Shareholder or reserve sufficient shares satisfy a conversion of ~~Series~~the ~~A-2~~Note ~~Preferred~~into Common Stock. ~~into~~Prior ~~704,000~~to ~~shares~~the notice of ~~Common~~default ~~Stock~~from the OID Shareholder, the Company was attempting to reach a negotiated settlement with the OID Shareholder, and the Company remains in discussions with the OID Shareholder to remedy these events of default.

22On ~~Table~~May 26, 2023, six investors (the “Exchange Investors”) that purchased the Company’s Series A-2 Convertible Preferred Stock, par value $0.001 per share (the “Series A-2 Preferred Stock”), pursuant to a securities purchase agreement dated as of ~~Contents~~July 26, 2021 (the “Purchase Agreement”), delivered notices to the Company of their desire to exercise their rights under the Purchase Agreement, which allows them to convert their shares of Series A-2 Preferred Stock into 10% Original Issue Discount (OID) Convertible Promissory Notes with the same terms as the Note (the “Exchange Notes”) with an aggregate principal amount of $17,446,000.

The Exchange Notes would have the same terms as the Note, including, but not limited to, a maturity date of August 11, 2023; interest at 12% per annum beginning on the 90^th day following execution, if not repaid; the ability for the Company to prepay with no penalty; if at any time after the maturity date any portion of the Exchange Notes remain outstanding, the Exchange Investors may elect to convert all or any portion of the amount outstanding into Common Stock; the price at which the Exchange Notes will convert into Common Stock will be equal to the lesser of (i) $0.0001 per share of Common Stock, or (ii) for each share of Common Stock, 50% of the lowest closing price of the Common Stock in the 30 trading days prior to the conversion notice; if, at any time the Exchange Notes are outstanding, the Company issues Common Stock for a price per share less than the then applicable conversion price under the Exchange Notes, then the conversion price of the Exchange Notes shall be reduced to such lower price; customary events of default, including, but not limited to, failure to observe covenants under the Note and suspension or delisting from the over-the-counter market; and upon the occurrence of an event of default, all obligations under the Exchange Notes shall become immediately due and payable within five days. Similar to the Note, the Exchange Notes’ conversion price will be lower than the par value of the Company’s Common Stock ($0.001 per share), which would cause the conversion of the Exchange Notes to Common Stock at such price to violate applicable Nevada law. If the Company issues the Exchange Notes, pursuant to the term of the Purchase Agreement, the Company would be required to issue Exchange Notes in the original principal amount of $17,446,000.

In addition, upon entry into the Exchange Notes, the Company will be in default of the Exchange Notes for, among other things, the Company’s failure to authorize and reserve a sufficient number of shares of its Common Stock for conversion. At this time, the Company would be unable to pay off the entire loan balance due pursuant to the Exchange Note or meet its reserve share obligations required in the Exchange Notes. The Company remains in discussion with the Exchange Investors to remedy these events of default.

On June 8, 2023, a shareholder converted 100 shares of Series A-2 Preferred Shares into 320,000 shares of Common Stock.

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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 our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2021, our Quarterly Report on Form 10-Q for the quarter ended March 31,~~ 2022 ~~and our Quarterly Report on Form 10-Q for the quarter ended June 30, 2022~~. All amounts in this report are in U.S. dollars, unless otherwise noted.

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.

23 Table of Contents

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 May 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~~own ~~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.

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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 a 64,000 square 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, approximately 50% of which is currently being sub-let.

~~For~~We ~~its~~believe ~~first product line,~~ TopPop ~~identified~~brings ~~the~~to ~~single~~us ~~serve,~~additional ~~RTD~~synergies and ~~RTF~~opportunities ~~as an opportunity~~ for ~~product~~cross-promoting new and ~~packaging~~existing ~~innovation.~~products ~~TopPop~~to ~~introduced~~a anbroader ~~alcohol-infused~~customer ~~ice~~base ~~pop in June 2020~~ and ~~began~~better ~~marketing~~positions ~~the~~our ~~concept~~company to ~~major~~establish ~~alcohol~~and ~~companies.~~support Inour ~~addition,~~brands itand ~~developed~~to ~~its~~create ~~own~~sustainable ~~product~~packaging ~~line~~solutions ~~trademarked~~to ~~under~~ the ~~name~~consumable ~~BoozyPopz® which~~goods ismarket. ~~expected~~We tobelieve beour ~~sold~~focus ~~through~~on ~~e-commerce~~lifestyle ~~platforms~~branding and ~~wholesaled~~the ~~directly~~rising to“Better-for-You,” ~~sports~~“Better-for-the-Planet” ~~and~~consumer ~~entertainment~~categories ~~venues.~~has ~~TopPop~~made ~~manufactured~~us ~~approximately~~a ~~eight~~leader ~~million ice pops from its launch~~ in ~~June~~developing ~~2020~~celebrity ~~through~~brands ~~December 31~~worldwide, ~~2020~~such ~~and~~as ~~manufactured~~our ~~approximately~~Bellissima 42Prosecco ~~million~~by ~~ice~~Christie ~~pops~~Brinkley. ~~during~~Our ~~the~~mission ~~year~~is ~~ended~~to ~~December~~be ~~31,~~an ~~2021.~~industry ~~TopPop~~leader ~~has~~in ~~also developed a pipeline for~~ the ~~single~~brand ~~serve~~development, ~~RTD~~marketing ~~alcohol cocktail market~~ and ~~anticipates~~sales ~~launching a line~~ of ~~products~~alcohol inbeverages ~~this market in 2022. TopPop designs~~ and ~~markets~~related ~~flexible~~products ~~packaging~~by ~~for~~capitalizing ~~its~~on ~~RTD~~our ~~and~~ability ~~RTF~~to procure products ~~with~~from ~~formulations~~around ~~that~~the ~~are~~world ~~low calorie~~ and ~~contain~~to ~~healthy~~develop unique and ~~natural~~innovative ~~ingredients.~~packaging ~~With~~to ~~the~~create ~~opening~~brand ofand ~~TopPop’s~~product ~~new~~line ~~facility~~extensions. atWe ~~the~~plan ~~end~~to ofleverage ~~the~~our ~~first~~relationships ~~quarter~~to ofadd ~~2022,~~value ~~we expect~~ to ~~have~~our ~~the~~products ~~capacity~~and to ~~manufacture~~create ~~over~~brand ~~150~~awareness ~~million~~in ~~units~~unbranded byniche ~~the end of 2022~~categories.

24For ~~Table~~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 which is expected to be sold through e-commerce platforms and wholesaled directly to sports and entertainment venues. TopPop manufactured approximately 42 million ice pops during the year ended December 31, 2021 and approximately 40 million ice pops during the year ended December 31, 2022. We currently expect to have the capacity to manufacture over 100 million units by the end of ~~Contents~~2023. Although we continue to believe that we benefit and will continue to benefit from the synergies and growth opportunities related to the TopPop Acquisition, during 2022 we encountered significant operational difficulties in producing large quantities of product and installing new machinery. These obstacles led to the loss of our two largest customers and an inability to achieve our targeted margins. We expect 2023 revenue to be in line with that in 2022; however this is significantly less than we originally anticipated when we acquired TopPop, and therefore at December 31, 2022, we impaired certain intangible assets related to the acquisition , along with cancelling certain contingent liabilities. TopPop does not have purchase orders in 2023 from its two largest customers in 2021 and 2022, and the loss of these customers is expected to significantly reduce our 2023 estimated sales that were projected when we acquired them in July 2021.

We20 ~~believe~~Table 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.Contents

Recent Developments

~~Results~~On ofJune ~~Operations~~28, 2023, the Company filed a voluntary petition for its subsidiary, TopPop, under Chapter 11, Subchapter V of the ~~Three~~bankruptcy ~~Months~~code ~~Ended~~in ~~September~~the 30Eastern District of New York, ~~2022~~Case No. 23-72310. TopPop intends to continue its operations as a debtor in possession while it reorganizes its debts. The bankruptcy filing constitutes an event of default under all of the Company’s outstanding debt obligations. There were no other contract violations and ~~2021~~the other wholly owned subsidiaries will continue operations as usual. Creditors of TopPop may seek an order from the bankruptcy court to modify the automatic stay under Section 362 of the bankruptcy code. If the Creditors are successful, they would be permitted to continue collections against TopPop including seizing its assets.

~~Introduction~~On March 2, 2023, the Company entered into three Original Issue Discount Promissory Notes in the aggregate principal amount of $550,000 (the “OID Notes”). The OID Notes had a maturity date of April 3, 2023, and upon any Event of Default (as defined in the OID Notes), including the failure to make timely payment, the full principal amount of the OID Notes becomes immediately due and payable, at the holder’s discretion, and the interest rate on the OID Notes is increased from 0% to 18% per annum. On May 31, 2023, the Company received notices of default from two holders of the OID Notes for failure to make timely payment, and that the holders of the OID Notes were calling the entire amount under the OID Notes immediately due and payable. At this time, the Company is unable to pay off the entire balance that is currently due pursuant to the OID Notes ($564,918 as of June 27, 2023). Prior to the notices of default, the Company was attempting to reach a negotiated settlement with holders of the OID Notes, and the Company remains in discussions with the holders of the OID Notes to remedy these events of default.

WeOn ~~had~~April ~~sales of $3~~26,~~162,422~~ ~~for the three months ended September 30~~2023, ~~2022,~~a ~~and~~shareholder ~~$2,846,437~~loaned ~~for~~ the ~~three~~Company ~~months ended September 30, 2021, an increase of~~ $~~315~~250,~~985.~~000 ~~Our~~on ~~operating~~a ~~expenses~~short-term ~~were~~basis ~~$4,641,457~~while ~~for~~ the ~~three~~Company ~~months~~was ~~ended~~negotiating ~~September~~additional ~~30, 2022, compared to $2,612,226 for the three months ended September 30, 2021, an increase of $2,029,231 or approximately 78%~~financing. ~~Our~~The ~~net~~loan ~~operating loss~~ was ~~$4,026,000~~repaid ~~for~~from the ~~three~~proceeds ~~months~~of ~~ended September 30, 2022, compared to $1,916,877 for~~ the ~~three~~Note ~~months~~(defined ~~ended September 30, 2021, an increase of $2,109,123 or approximately 110%~~below).

25On ~~Table~~May 11, 2023, the Company entered into a 10% Original Issue Discount (OID) Convertible Promissory Note (the “Note”), in the aggregate principal amount of ~~Contents~~$660,000 with a shareholder (the “OID Shareholder”). The Company received a total of $600,000 in net proceeds from the Note, taking into account the 10% original issue discount. The Note matures on August 11, 2023 (the “Maturity Date”). The Note bears interest at 12% per annum beginning on the 90th day following execution, if not repaid. The Company may prepay the Note at any time, with no penalty. In addition, if at any time after the Maturity Date any portion of the Note remains outstanding, the OID Shareholder may elect to convert all or any portion of the amount outstanding under the Note into Common Stock of the Company. Pursuant to the terms of the Note, the price at which the Note may be converted into Common Stock will be equal to the lesser of (i) $0.0001 per share of Common Stock, or (ii) for each share of Common Stock, 50% of the lowest closing price of the Common Stock in the 30 trading days prior to the conversion notice. If, at any time the Note is outstanding, the Company issues Common Stock for a price per share less than the then applicable conversion price under the Note, then the conversion price of the Note will be reduced to such lower price. The Note contains customary events of default, including, but not limited to, failure to observe covenants under the Note and suspension or delisting of the Company’s Common Stock from the over-the-counter market. Upon the occurrence of an event of default, all obligations under the Note will become immediately due and payable within five days. The Note’s current conversion price ($0.0001 per share) is lower than the par value of the Company’s Common Stock ($0.001 per share). Any issuance of Common Stock upon conversion of the Notes for a price per share less than the Common Stock’s par value ($0.001) would violate applicable Nevada law.

On May 24, 2023, the Company received a notice of default from the OID Shareholder listing defaults that the OID Shareholder believed have occurred, including, the Company’s failure to reserve a sufficient number of shares of its Common Stock for a conversion of the Note if was not paid upon its maturity. Based on its asserted defaults, the OID Shareholder has given notice to the Company that the $660,000 plus interest due under the Note is immediately due and payable, and the OID Shareholder has reserved any and all remedies available to it as a result of such defaults.

On May 26, 2023, six investors (the “Exchange Investors”) that purchased the Company’s Series A-2 Convertible Preferred Stock, par value $0.001 per share (the “Series A-2 Preferred Stock”), pursuant to a securities purchase agreement dated as of July 26, 2021 (the “Purchase Agreement”), delivered notices to the Company of their desire to exercise their rights under the Purchase Agreement, which allows them to convert their shares of Series A-2 Preferred Stock into 10% Original Issue Discount (OID) Convertible Promissory Notes with the same terms as the Note (the “Exchange Notes”) with an aggregate principal amount of $17,446,000.

As of June 29, 2023, the Company is unable to pay off the entire loan balance due to the OID Shareholder or reserve sufficient shares satisfy a conversion of the Note into Common Stock. Prior to the notice of default from the OID Shareholder, the Company was attempting to reach a negotiated settlement with the OID Shareholder, and the Company remains in discussions with the OID Shareholder to remedy these events of default.

Results of Operations for the Three Months Ended March 31, 2023 and 2022

We had sales of $2,014,919 and $4,046,797 for the three months ended March 31, 2023 and 2022, respectively. Our cost of sales was $1,124,123 and $2,205,039 for the three months ended March 31, 2023 and 2022, respectively. Our operating expenses were $3,285,576 and $4,810,364, for the three months ended March 31, 2023 and 2022, respectively. Our operating expenses consisted mostly of salaries, professional fees, royalties and fulfilment costs along with marketing and advertising costs, occupancy costs, and travel and entertainment.

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Revenues and Net Operating Loss

Our operations for the three months ended ~~September~~March 3031, ~~2022~~2023, and ~~2021~~2022 were as follows:

ICONIC BRANDS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
	Three Months Ended September 30,						Increase /
	Three Months Ended March 31,						Increase /
	2022			2021			(Decrease)
	2023			2022			(Decrease)
REVENUE
Sales	$	32,~~162~~014,~~422~~919		$	24,~~846~~046,~~437~~797		$	~~315~~(2,~~985~~031,878	)
Cost of goods sold		21,~~546~~124,~~965~~123			2,~~151~~205,~~088~~039			~~395~~(1,~~877~~080,916	)
Gross Profit		~~615~~890,~~457~~796			~~695~~1,~~349~~841,758			(79950,~~892~~962	)
OPERATING EXPENSES
Officers’ compensation		~~224~~204,~~942~~311			51225,~~875~~461			~~173~~(21,~~067~~150	)
Professional and consulting fees		~~529~~301,~~052~~782			~~337~~536,~~988~~911			~~191~~(235,~~064~~129	)
Royalties		6452,~~300~~539			~~135~~33,~~766~~231			~~(71~~19,~~466~~308	)
Fulfillment costs		~~138~~152,~~612~~861			~~161~~122,~~471~~820			~~(22~~30,~~859~~041	)
Travel and entertainment		9274,~~974~~742			~~118~~87,~~682~~755			(2513,~~708~~013	)
Payroll		1,~~042~~087,~~004~~063			~~861~~1,~~637~~228,065			~~180~~(141,~~367~~002	)
Amortization expense		~~796~~75,~~600~~712			-796,601			~~796~~(720,~~600~~889	)
Other operating expenses, including occupancy		1,604,596			873,842			730,754
Rent and facilities expenses		552,721			687,895			(135,174	)
General and administrative expenses:		4,493,080			2,541,261			1,951,819
Other operating expenses		673,083			739,648			(66,565	)
Selling and marketing		148,377			70,965			77,412
General and administrative expenses:		3,174,814			4,458,387			(1,283,573	)
Total operating expenses		4,641,457			2,612,226			2,029,231
Selling and marketing		110,762			351,977			(241,215	)
Loss from operations		(4,026,000	)		(1,916,877	)		(2,109,123	)
Total operating expenses		3,285,576			4,810,364			(1,524,788	)
Loss from operations		(2,394,780	)		(2,968,606	)		573,826
Other income (expense):
Change in fair value of contingent consideration		12,984,661			-			12,984,661
Interest expense		(171,040	)		(183,134	)		12,094
Loss on impairment of Goodwill		(10,694,448	)		-			(10,694,448	)
Other income (expense)		32,540			-			32,540
Interest expense		(191,764	)		(452,539	)		260,775
Total other income (expense)		(138,500	)		(183,134	)		44,634
Other income (expense)		8,935			(22,708	)		31,643
Net loss	$	(2,533,280	)	$	(3,151,740	)	$	618,460
Total other income (expense)		2,107,384			(475,247	)		2,582,631
Net loss income attributable to noncontrolling interests in subsidiaries	$	149,379		$	(93,819	)	$	243,198
Net loss	$	(1,918,616	)	$	(2,392,124	)	$	473,508
Net loss attributable to Iconic Brands, Inc.	$	(2,682,659	)	$	(3,057,921	)	$	375,262
Net loss attributable to noncontrolling interests in subsidiaries		(1,000	)		(163,024	)		162,024
Net loss attributable to Iconic Brands, Inc.	$	(1,917,616	)	$	(2,229,100	)	$	311,484
Dividend to preferred shareholders		(3,260,006	)		-			(3,260,006	)
Net loss attributable to common stockholders		(5,177,622	)		(2,229,100	)		(2,948,522	)

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~~For ~~were $3,162,422 for~~ the three months ended ~~September~~March 3031, ~~2022,~~2023 and ~~$2,846,437~~2022 the sales for ~~the~~these ~~three~~products ~~months~~were ~~ended~~$2,014,919 ~~September~~and 30$4,046,797, ~~2021~~respectively, anresulting ~~increase~~in a 50% decrease of $~~315~~2,~~985 or 11%~~031,878. The ~~increase~~primary isreason for this decrease was due to ~~marginally~~the ~~increased~~loss ~~sales~~of ~~from~~ TopPop’s ~~products~~two ~~and~~largest ~~wine~~customers in the third quarter of 2022, partially offset by an increase in sales from Iconic.

Cost of Sales

Cost of sales was $21,~~546~~124,~~965~~123, or approximately 8156% of sales, for the three months ended ~~September~~March 3031, ~~2022~~2023 and $2,~~151~~205,~~088~~039, or approximately 7654% of sales, for the three months ended ~~September~~March 3031, ~~2021~~2022. Cost of sales includes the cost of the products purchased from our suppliers, freight-in costs and import duties.

2622 Table of Contents

Officers’ Compensation

Officers’ compensation was $~~224~~204,~~942~~311 for the three months ended ~~September~~March 3031, ~~2022~~2023 and $51225,~~875~~461 for the three months ended ~~September~~March 3031, ~~2021~~2022. ~~The~~ ~~increase~~This decrease of $~~173~~21,~~067~~150 was due to an executive officer leaving the ~~hiring~~Company ofin ~~additional~~the ~~executives~~fourth quarter of 2022.

Payroll expenses

Payroll expenses were $1,087,063 for the three months ended March 31, 2023 and $1,228,065 for the three months ended March 31, 2022. The decrease of $141,002 was due to a fewer employees in 2023 as compared to the same period in 2022.

Fulfillment Costs

Fulfillment costs were $152,861 for the three months ended March 31, 2023 and $122,820 for the three months ended March 31, 2022. This increase of $30,041 was primarily due to higher QVC sales in 2023 as compared to the same period in 2022.

Professional and Consulting Fees

Professional and consulting fees were $~~529~~301,~~052~~782 for the three months ended ~~September~~March 3031, ~~2022~~2023, and $~~337~~536,~~988~~911 for the three months ended ~~September~~March 3031, ~~2021~~2022, ana ~~increase~~decrease of $~~191~~235,~~064~~129. The ~~Professional~~decrease ~~and~~was ~~consulting~~primarily ~~fees~~related ~~consist~~to ~~primarily~~fewer ofindependent ~~legal~~contractors ~~and,~~in ~~accounting~~2023 ~~and~~compared ~~auditing~~to ~~services.~~the same period in 2022.

Royalties

We expensed royalties of $6452,~~300~~539 for the three months ended ~~September~~March 3031, ~~2022~~2023 compared to $~~135~~33,~~766~~231 for the three months ended ~~September~~March 3031, ~~2021~~2022, aan ~~decrease~~increase of $7119,~~466~~308. Royalties ~~decreased~~increased due primarily to ~~lack~~an ofincrease ~~Hooters~~in QVC sales in ~~2022~~2023 as compared to ~~2021~~2022.

Selling and Marketing

Selling and marketing expenses were $110,762 and $351,977 for the three months ended March 31, 2023 and 2022, respectively, which was a decrease of $241,215, or 69%. The decrease is primarily due to less advertising and marketing spending during the first quarter of 2023 in order to preserve cash.

Travel and Entertainment

Travel and entertainment expenses were $9274,~~974~~742 ~~for the three months ended September 30, 2022~~ and $~~118~~87,~~682~~755 for the three months ended ~~September~~March 3031, ~~2021~~2023 and 2022, respectively, a decrease of $2513,~~708.~~013, ~~The~~or ~~increase~~15%, ~~was~~between athe ~~result our personnel attended numerous product development events~~periods.

Payroll Expenses

Payroll expenses for the three months ended September 30, 2022 and 2021 were $1,042,004 and $861,637, respectively. The increase is due to the hiring of additional personnel at 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 three months ended September 30, 2021.

Other Operating Expenses

Other operating expenses were $1,604,596 for the three months ended September 30, 2022 and $873,842 for the three months ended September 30, 2021, an increase of $730,754 or approximately 84%. The other operating expenses for the three months ended September 30, 2022 primarily includes the late filing penalties of $173,211 and approximately $463,000 of rent expense, $226,000 of depreciation expense, $178,000 of facility expenses and $185,000 of equity based compensation.

	Three months ended
	March 31, 2023			March 31, 2022		Increase (Decrease)
Bad debt (recovery) expense	$	(7,865	)	$	17,899	$	(25,764	)
Depreciation		240,367			78,347		162,020
Insurance		155,039			122,229		32,810
Equity based compensation		204,379			280,798		(76,419	)
Other expenses		81,163			240,375		(159,212	)
Total other operating expenses	$	673,083		$	739,648	$	(66,565	)

~~Selling~~Other operating expenses were $673,083 and ~~marketing~~$739,648 for the three months ended March 31, 2023 and 2022, respectively, a decrease of $66,565, or 9%, between the periods. The decrease was primarily related to a decrease in stock option expense of $76,419, decrease in bad debt expense of $25,764 and a decrease in other expenses of $159,212 offset by an increase in depreciation expense of $162,020 and increase in insurance expense of $32,810.

~~Marketing~~Net ~~and~~Operating advertising expenses were $148,377 for the three months ended September 30, 2022, and $70,965 for the three months ended September 30, 2021, an increase of $77,412. 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.Loss

We had a loss from operations of $2,394,780 for the three months ended March 31, 2023, and $2,968,606 for the three months ended March 31, 2022, a decrease of $573,826 or approximately 19%. Net operating loss decreased as set forth above.

We23 ~~had~~Table ~~a loss from operations~~ of $4,026,000 for the three months ended September 30, 2022 and $1,916,877 for the three months ended September 30, 2021, an increase of $2,109,123, or approximately 110%. Our loss from operations increased, as set forth above.Contents

27Other ~~Table~~Income ~~of Contents~~(Expense)

We had other nonoperating loss of $138,500 for the three months ended March 31, 2023, primarily due to interest expense of $171,040, partially offset by other income of $32,540. Other ~~Income~~expenses ~~and~~for ~~Expense~~the three months ended March 31, 2022 consisted of interest expense of $183,134.

WeNet ~~had~~Loss ~~interest~~attributable ~~expense~~to ofNoncontrolling ~~$191,764~~Interests ~~and $452,539 for the three months ended September 30, 2022 and 2021. The increase~~ in ~~2021~~Subsidiaries ~~is due to the interest accrued on the factoring liability and TopPop Note.~~

~~Loss~~Net income (loss) attributable to noncontrolling interests in subsidiaries represented 49% of the net income of Bellissima and BiVi (of which we own 51%) and is accounted for as an increase in the net loss attributable to us. Net loss attributable to noncontrolling interests in subsidiaries for the three months ended March 31, 2023 was $(149,379) compared to net loss of $93,819 for the three months ended March 31, 2022. In the three-month period ending on ~~impairment~~March 31, 2023, there was a net income attributable to noncontrolling interest, which is a positive financial outcome. This is in contrast to the same period in the previous fiscal year, where there was a net loss. This change can be attributed to the sales of ~~Goodwill~~Bellissima, which increased from around $533,000 in 2022 to $1,081,000 in 2023. With the acquisition of United, there is no longer a noncontrolling interest associated with this entity, as it is now a 100%-owned subsidiary, see note 1 in the Notes to the Unaudited Consolidated Financial Statements.

During the three months ended September 30, 2022, we recognized a loss on impairment of goodwill of $10,694,448 (see note 3 to the financial statements). There were no such gains or losses during the three months ended September 30, 2021.

Change in fair value of contingent consideration

During the three months ended September 30, 2022, we recognized a gain from the change in fair value of contingent consideration of $12,984,661 (see note 3 to the financial statements). There were no such gains or losses during the three months ended September 30, 2021.

Net (income) loss attributable to Noncontrolling Interests in Subsidiaries

Net loss attributable to noncontrolling interests in subsidiaries represented 46% of the net loss of Bellissima and BiVi and is accounted for as a reduction in the net loss attributable to our Company. Net loss for the three months ended September 30, 2022 was $1,000 compared to a net loss of $163,024 for the three months ended September 30, 2021.

Net Loss Attributable to Iconic Brands, Inc.

The net loss attributable to Iconic Brands, Inc. was $12,~~917~~682,~~616~~659 for the three months ended ~~September~~March 3031, ~~2022~~2023 and $23,~~229~~057,~~100~~921 for the three months ended ~~September~~March 3031, ~~2021~~2022, aan ~~decrease~~increase of $~~311~~375,~~484~~262 or approximately 1412%. The net loss from Iconic ~~decrease~~Brands increased primarily asbecause ~~a result~~ of the items described above.

Net loss attributable to common stockholders

The net loss attributable to common and preferred shareholders was $5,177,622 for the three months ended September 30, 2022 and $2,229,100 for the three months ended September 30, 2021, an increase of $2,948,522 or approximately 132%. The increase in net loss from the prior period is a result of the items described above and from the $3,200,006 common stock dividend to preferred shareholders.

Results of Operations for the Nine months Ended September 30, 2022 and 2021

Introduction

We had sales of $13,863,440 for the nine months ended September 30, 2022, and $4,065,884 for the nine months ended September 30, 2021, an increase of $9,797,556. Our operating expenses were $15,041,047 for the nine months ended September 30, 2022, compared to $5,503,564 for the nine months ended September 30, 2021, an increase of $9,537,483 or approximately 173%. Our net operating loss was $10,850,285 for the nine months ended September 30, 2022, compared to $4,232,607 for the nine months ended September 30, 2021, an increase of $6,617,678 or approximately 156%.

Our operations for the nine months ended September 30, 2022 and 2021 were as follows:

	September 30,			September 30,			Increase /
	2022			2021			(Decrease)
Sales	$	13,863,440		$	4,065,884		$	9,797,556
Cost of Sales		9,672,678			2,794,927			6,877,751
Gross Profit		4,190,762			1,270,957			2,919,805
Operating expenses:
Officers compensation		707,688			419,375			288,313
Professional and consulting		1,660,204			1,631,440			28,764
Royalties		158,446			339,908			(181,462	)
Fulfillment costs		473,483			333,222			140,261
Travel and entertainment		331,282			87,710			243,572
Amortization expense		2,389,801			-			2,389,801
Payroll expense		3,409,341			1,202,193			2,207,148
Other operating expenses, including occupancy		5,073,963			1,187,136			3,886,827
General and administrative expenses		14,204,208			5,200,984			9,003,224
Selling and marketing		836,839			302,580			534,259
Total operating expenses		15,041,047			5,503,564			9,537,483
Loss from operations		(10,850,285	)		(4,232,607	)		(6,617,678	)
Other income (expense):
Change in fair value of contingent consideration		12,984,661			-			12,984,661
Loss on impairment of Goodwill		(10,694,448	)		-			(10,694,448	)
Gain on forgiveness of PPP loan		-			28,458			(28,458	)
Interest expense		(619,050	)		(483,293	)		(135,757	)
Other income (expense)		16,783			(22,708	)		39,491
Total other income (expense)		1,687,946			(477,543	)		2,165,489
Net loss	$	(9,162,339	)	$	(4,710,150	)	$	(4,452,189	)
Net loss attributable to noncontrolling interests in subsidiaries		(106,823	)		(138,078	)		31,255
Net loss attributable to Iconic Brands, Inc.	$	(9,055,516	)	$	(4,572,072	)	$	(4,483,444	)
Dividend to preferred shareholders		(3,260,006	)		-			(3,260,006	)
Net loss attributable to common stockholders		(12,315,522	)		(4,572,072	)		(7,743,450	)

28 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 $13,863,440 for the nine months ended September 30, 2022, and $4,065,884 for the nine months ended September 30, 2021, an increase of $9,797,556 or 241%.

Cost of Sales

Cost of sales was $9,672,678, or approximately 70% of sales, for the nine months ended September 30, 2022 and $2,794,927, or approximately 69% of sales, for the nine months ended September 30, 2021. Cost of sales includes the cost of the products purchased from our suppliers, freight-in costs and import duties.

Officers Compensation

Officers’ compensation was $707,688 for the nine months ended September 30, 2022 and $419,375 for the nine months ended September 30, 2021. This increase of $288,313 was due to the hiring of additional executives.

Professional and Consulting Fees

Professional and consulting fees were $1,660,204 for the nine months ended September 30, 2022 and $1,631,440 for the nine months ended September 30, 2021, an increase of $28,764. Professional and consulting fees consist primarily of legal, accounting and auditing services and investor relations.

Royalties

Royalties were $158,446 for the nine months ended September 30, 2022 and $339,908 for the nine months ended September 30, 2021, a decrease of $181,462. Royalties decreased due primarily to lack of Hooters sales in 2022 compared to 2021.

Fulfillment costs

Fulfillment costs expenses were $473,483 for the nine months ended September 30, 2022 and $333,222 for the nine months ended September 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 $331,282 for the nine months ended September 30, 2022 and $87,710 for the nine months ended September 30, 2021, an increase of $243,572. The increase was a result of limited travel during the nine months ended September 30, 2021 due to the COVID-19 environment. During the nine months ended September 30, 2022, our personnel attended numerous product development events.

Payroll Expenses

Payroll expenses for the nine months ended September 30, 2022 and 2021 was $3,409,341 and $1,202,193, respectively. The significant increase is due to the hiring of personnel and the additional employees from TopPop.

29 Table of Contents

Amortization expense

The amortization expense of $2,389,801 was related to the amortization of intangibles from the TopPop acquisition in 2021. There was no amortization expense during the three months ended September 30, 2021.

Other Operating Expenses

Other operating expenses were $5,073,963 for the three months ended September 30, 2022 and $1,187,136 for the three months ended September 30, 2021, an increase of $3,886,827 or approximately 327%. The increase is primarily due to late filing penalties of $776,221 and approximately $1,309,000 of rent expense, $571,000 of depreciation expense, $661,000 of facility expenses, $417,082 of insurance related expenses. The expenses recorded during the nine months ended September 30, 2022 include nine months of activity from TopPop while the same period in 2021 only includes the activity from July 26, 2021, the acquisition date.

Selling and marketing

Marketing and advertising expenses were $836,839 for the nine months ended September 30, 2022, and $302,580 for the nine months ended September 30, 2021, an increase of $534,259. 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 $10,850,285 for the nine months ended September 30, 2022 and $4,232,607 for the nine months ended September 30, 2021, an increase of $6,617,678, or approximately 156%. Our loss from operations increased, as set forth above.

Other Income and Expense

We had interest expense of $619,050 and $483,293 for the nine months ended September 30, 2022 and 2021. The increase in 2021 is due to the interest accrued on the factoring liability and TopPop Note.

Loss on impairment of Goodwill

During the nine months ended September 30, 2022, we recognized a loss on impairment of goodwill of $10,694,448 (see note 3 to the financial statements). There were no such gains or losses during the nine months ended September 30, 2021.

Change in fair value of contingent consideration

During the nine months ended September 30, 2022, we recognized a gain from the change in fair value of contingent consideration of $12,984,661 (see note 3 to the financial statements). There were no such gains or losses during the nine months ended September 30, 2021.

Net (income) loss attributable to Noncontrolling Interests in Subsidiaries

Net loss attributable to noncontrolling interests in subsidiaries represented 46% of the net loss of Bellissima and BiVi and is accounted for as a reduction in the net loss attributable to our Company. Net loss for the nine months ended September 30, 2022 was $106,823 compared to a net loss of $138,078 for the nine months ended September 30, 2021.

Net Loss Attributable to Iconic Brands, Inc.

The net loss attributable to Iconic was $9,055,516 for the nine months ended September 30, 2022 and $4,572,072 for the nine months ended September 30, 2021, an increase of $4,483,444 or approximately 98%. The net loss from Iconic decrease primarily as a result of the items described above.

Net loss attributable to common stockholders

The net loss attributable to common and preferred shareholders was $12,315,522 for the nine months ended September 30, 2022 and $4,572,072 for the nine months ended September 30, 2021, an increase of $7,743,450 or approximately 169%. The increase in net loss from the prior period is a result of the items described above and from the $3,200,006 common stock dividend to preferred shareholders.

Liquidity and Capital Resources

~~Introduction~~We believe that our available cash balance as of the date of this filing will not be sufficient to fund our anticipated level of operations for at least the next 12 months. Management believes that our ability to continue our operations depends on our ability to sustain and grow our revenue and results of operations as well as our ability to access the capital markets when necessary to accomplish our strategic objectives. However, as we believe we will continue to incur operating losses for the immediate future, our ability to continue our operations and to remain a going concern is dependent upon our ability to receive additional equity or debt financing and to restructure our existing indebtedness to cure our existing defaults. We will need additional equity or debt financing until we can achieve profitability and positive cash flows from operating activities, if ever. There is no assurance that such additional funding will be achieved, that we will succeed in our future operations, or that any additional funding will be available on terms favorable to us. Furthermore, any additional capital raised through the sale of equity or equity-linked securities will dilute our current stockholders’ ownership in us and could also result in a decrease in the market price of our common stock. The terms of any securities issued by us in future capital transactions will likely be more favorable to new investors and may include the issuance of warrants or other derivative securities, which may have a further dilutive effect. We also may be required to recognize non-cash expenses in connection with certain securities we issue, such as convertible notes and warrants, which may adversely impact our financial condition. Furthermore, any debt financing, if available, may subject us to restrictive covenants and significant interest costs. There can be no assurance that we will be able to raise additional capital, when needed, to continue operations in their current form.

~~During~~On June 28, 2023, the ~~nine~~Company ~~months~~filed ~~ended~~a ~~September~~voluntary ~~30,~~petition ~~2022~~for ~~and~~its ~~2021~~subsidiary, weTopPop, ~~had~~under ~~negative~~Chapter ~~operating~~11, ~~cash~~Subchapter ~~flows.~~V ~~Our~~of ~~cash~~the onbankruptcy ~~hand~~code asin the Eastern District of ~~September~~New 30York, ~~2022,~~Case ~~was~~No. ~~$2,798,401~~23-72310. TopPop Weintends ~~raised~~to ~~$11~~continue ~~million,~~its ~~net~~operations ofas ~~fees,~~a ~~through~~debtor ~~the~~in ~~funding~~possession ofwhile ~~the~~it ~~second~~reorganizes ~~tranche~~its ofdebts. The ~~the~~bankruptcy ~~equity~~filing ~~financing~~constitutes onan ~~January~~event 5,of ~~2022.~~default Weunder ~~have~~all ~~strong~~of ~~medium-~~the toCompany’s ~~long-term~~outstanding ~~cash~~debt ~~needs~~obligations. WeCreditors ~~anticipate~~of ~~that~~TopPop ~~these~~may ~~needs~~seek ~~will~~an beorder ~~satisfied~~from ~~through~~the ~~our~~bankruptcy ~~cash~~court ~~flows~~to ~~from~~modify ~~operations~~the ~~and~~automatic ~~additional~~stay ~~financing~~under ~~activities,~~Section as362 ~~necessary. Furthermore,~~ of the ~~$14,204,208~~bankruptcy ofcode. ~~general~~If ~~and~~the ~~administrative~~Creditors ~~expenses,~~are ~~approximately $4~~successful,~~355,000~~ ~~was~~they ~~non-cash~~would ~~related~~be ~~and~~permitted weto ~~expect~~continue tocollections ~~increase~~against ~~sales~~TopPop inincluding ~~future~~seizing ~~periods~~its assets.

~~Our~~Between ~~cash~~January 1, ~~current~~2023 ~~assets,~~and ~~total~~June ~~assets~~29, ~~current~~2023, ~~liabilities~~the Company raised $1,450,000 ~~and~~of ~~total~~net ~~liabilities~~proceeds asfrom the issuance of ~~September~~notes 30payable (see note 15—Subsequent Events). The Company is seeking additional funding (either debt or equity) which, ~~2022~~with ~~and~~cash ~~December~~generated 31from production activity, ~~2021~~would provide capital for the Company to become profitable. There is no certainty that this plan can be achieved. As of June 29, ~~respectively~~2023, ~~were~~the asCompany ~~follows:~~has approximately $359,000 of cash available which will enable the Company to continue their operations for no longer than three months without any additional equity and/or debt financing.

	September 30,		December 31,
	2022		2021		Change
Cash	$	2,798,401	$	2,190,814	$	607,587
Total Current Assets		9,845,942		4,346,003		5,499,939
Total Assets		47,451,767		50,706,656		(3,254,889	)
Total Current Liabilities		20,682,843		16,650,909		4,031,934
Total Liabilities	$	25,758,418	$	31,593,601	$	(5,835,183	)

Cash Flows

~~Our~~During ~~cash~~the ~~increased~~three ~~$607~~months ended March 31,~~587~~ 2023 and ~~total~~2022, ~~current~~we ~~assets~~had ~~increased~~negative ~~$5,499,939~~operating cash flows. Our ~~total~~cash ~~current~~on ~~liabilities~~hand ~~increased~~as of March 31, 2023, was $4212,~~031~~622. We raised $500,~~934~~000, ~~which~~net ~~represents~~of andiscount, ~~increase~~through inthe ~~accounts~~issuance of notes payable. ~~and~~If ~~accrued~~we ~~expenses~~cannot ~~and~~satisfy ~~factoring~~our ~~liability.~~cash ~~Our~~needs ~~total~~through ~~liabilities~~our ~~decreased~~cash ~~$5,835,183~~flows asfrom aoperations ~~result~~we ofwill arequire ~~change~~funding inthough ~~fair~~additional ~~value~~financing activities. Furthermore, of ~~contingent~~the ~~consideration~~$3,174,814 ~~partially~~of ~~offset~~general byand ~~increase~~administrative inexpenses, ~~accounts~~$839,064 ~~payable~~was non-cash related and ~~accrued~~we ~~expenses~~expect to increase sales in future periods.

Our cash, current assets, total assets, current liabilities, and total liabilities as of March 31, 2023 and December 31, 2022, respectively, were as follows:

	March 31,		December 31,
	2023		2022		Change

Cash	$	212,622	$	916,526	$	(703,904	)
Total Current Assets		3,251,588		4,323,876		(1,072,288	)
Total Assets		17,202,320		18,358,748		(1,156,428	)
Total Current Liabilities		14,349,393		12,979,087		1,370,306
Total Liabilities	$	19,170,979	$	17,998,506	$	1,172,473

Our cash decreased $703,904 and total current assets decreased $1,072,288. Our total current liabilities increased $1,370,306 as a result of an increase in accounts payable and notes payable. Our total liabilities increased $1,172,473 as a result of an increase of approximately $500,000 in notes payable and an increase in accounts payable and accrued expenses of approximately $758,000. Our stockholders’ equity decreased from $360,242 to a $(1,968,659) deficit due primarily to the net loss of $2,533,280 for the three months ended March 31, 2023.

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 ~~November~~June 3029, ~~2022~~2023 was approximately $1359,~~770,~~000. We anticipate that funding from product sales will not be sufficient to sustain our operations for ~~the~~no ~~next~~longer 12than three months. We ~~intend~~will need to raise funds through ~~equipment~~debt ~~financing~~or ofequity ~~already-purchased equipment, and plan to satisfy certain obligations by issuing capital stock~~financing; however, there is no guarantee that we will be successful in these efforts. These conditions raise substantial doubt about our ~~the Company’s~~ ability to continue as a going concern for a period of twelve months from the ~~filling~~filing of this ~~document~~Report on Form 10-Q which is June 29, 2023.

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Sources and Uses of Cash

Operations

Our net cash used in operating activities for the ~~nine~~three months ended ~~September~~March 3031, ~~2022~~2023 and ~~2021~~2022 was $8681,~~933,283~~421 and $45,~~145~~726,~~906~~984, respectively, ana ~~increase~~decrease of $45,~~787~~045,~~377~~563. Changes to working capital included ~~increases~~increase of $3757,~~827,294~~696 related to accounts ~~receivable~~payable and accrued expenses and $~~663~~548,~~050~~786 for ~~inventory~~notes payable, partially offset by a decrease of $3243,~~754,303~~838 related to accounts ~~payable~~receivable, $126,124 decrease related to the current portion of lease liability and ~~accrued~~a ~~expenses~~decrease of $119,636 related to inventory. The net loss was further offset by non-cash transactions of $12720,~~984,661~~888 ~~gain~~decrease related to ~~change~~amortization ~~in fair value~~ of ~~contingent consideration~~intangibles, $1076,~~694,448~~419 decrease related to ~~loss~~equity oncompensation ~~impairment~~and increase of ~~goodwill,~~ $2162,~~389,853~~018 ofrelated ~~amortization~~to ofdepreciation ~~intangibles and $744,557~~ of ~~stock-based~~fixed ~~compensation~~assets.

Investments

For the ~~nine~~three months ended ~~September~~March 3031, ~~2022~~2023 and ~~2021~~2022 we used cash for investing activities of $2399,~~497,195~~612 and 4$1,~~547~~833,~~770~~396, respectively, for the purchase of fixed assets and leasehold improvements.

Financing

Our net cash provided from financing activities for the ~~nine~~three months ended ~~September~~March 3031, ~~2022~~2023 was $12377,~~038,065~~129 compared to cash ~~used~~provided of $1312,~~919~~958,~~285~~680 for the ~~nine~~three months ended ~~September~~March 3031, ~~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~~2022, filed with the SEC on ~~June~~March 1531, ~~2022~~2023.

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. Further, 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 typically employ fewer individuals and may 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 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

On June 28, 2023, the Company filed a voluntary petition for its subsidiary, TopPop, under Chapter 11, Subchapter V of the bankruptcy code in the Eastern District of New York, Case No. 23-72310 (the “Chapter 11 Case”).

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.

On July 28, 2022, we entered a plea of non-vult to all charges, and received a Consent Order from the Division whereby we have agreed to pay a fine of $63,284, payable on or before December 6, 2022. We have also submitted a Corrective Action Plan addressing measures that we will take in the future to prevent future similar offenses.

ITEM 1A Risk Factors

~~Other~~Risk ~~than~~Factors asRelating ~~described~~to ~~below, there have been no material changes in our risk factors from those disclosed in our Annual Report on Form 10-K for~~ the ~~fiscal~~TopPop year ended December 31, 2021 and our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2022 and June 30, 2022. The risk factors described in our Annual Report on Form 10-K and our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2022 and June 30, 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.Bankruptcy

WeThe ~~are~~Chapter ~~currently~~11 inCase ~~default~~could have a material adverse effect on our ~~10%~~business, ~~promissory~~financial ~~notes~~condition, results of operations, and ifcash weflows. ~~are~~TopPop ~~unable~~is toconducting ~~resolve~~its ~~such~~business ~~default~~under Bankruptcy Court protection and operating as a debtor‑in‑possession, itDuring ~~could~~the ~~have~~pendency anof ~~adverse~~the ~~impact~~Chapter on11 Case, our ~~business,~~management ~~results~~may be required to spend a significant amount of ~~operations~~time and ~~financial~~effort ~~condition~~dealing ~~and~~with isrestructuring ~~likely~~matters rather than focusing exclusively on our business operations. The Chapter 11 Case may also make it more difficult to ~~negatively~~retain ~~impact~~management and the ~~price~~key personnel necessary to the success of our ~~Common~~business. ~~Stock~~In addition, during the pendency of the Chapter 11 Case, TopPop’s customers and vendors might lose confidence in its ability to reorganize its business and may terminate their relationships with TopPop. If this occurs, TopPop may experience a significant decline in its revenues, profitability, and related cash flow.

~~In connection with our July 2021 acquisition of 100% of the equity of~~ TopPop, onmay ~~July~~not ~~26,~~be ~~2021,~~able ~~we issued~~ to ~~the~~successfully ~~sellers~~reorganize ~~promissory~~its ~~notes in the aggregate principal amount of $4~~business,~~900,000~~ ~~(the~~which ~~“TopPop~~may ~~Notes”).~~result ~~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~~sale ~~grace period to July 31, 2022 before an event~~ of ~~default~~its ~~under~~assets ~~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~~closing of ~~the~~this ~~TopPop Notes or applicable laws, including to foreclose on certain collateral consisting of the membership interests of TopPop~~business. If Onthis ~~July 26~~occurs, ~~2022,~~ the ~~total~~Company’s ~~principal~~future ~~amount~~revenues ~~outstanding~~would ~~under~~be ~~the~~materially ~~TopPop~~negatively ~~Notes was $4,900,000, exclusive of accrued and unpaid interest~~impacted.

WeIf ~~are~~TopPop ~~currently~~successfully inconfirms ~~discussions~~a ~~with~~plan ~~holders~~ of ~~the~~reorganization ~~TopPop~~in ~~Notes regarding possible solutions for~~ the ~~payment~~Chapter of11 ~~the TopPop Notes~~Case, ~~including~~its ~~the~~future ~~possible~~net ~~extension~~revenue ofwould ~~the~~first ~~maturity date of the TopPop Notes for an additional year. There can~~ be noallocated ~~assurance that our discussions will be successful and if we are not successful in finding an acceptable resolution~~ to ~~the~~repaying ~~existing~~its ~~default~~creditors orbefore ~~the~~it ~~impending~~would ~~event of default, the noteholders will~~ be ~~able~~available to ~~seek~~meet ~~judgement~~other 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 until December 1, 2022, and have indicated that they will not seek cash ~~settlement~~needs ~~prior to August 2023. We expect to be able get further extension~~ of the ~~notes if needed~~Company.

Further, under Chapter 11, transactions outside the ordinary course of business require the prior approval of the Bankruptcy Court, which may limit TopPop’s ability to respond in a timely manner to certain events, to take advantage of certain opportunities, or adapt to changing market or industry conditions.

Creditors of TopPop may seek an order from the bankruptcy court to modify the automatic stay under Section 362 of the bankruptcy code. If the Creditors are successful, they would be permitted to continue collections against TopPop including seizing its assets.

There is substantial doubt about our ability to continue as a going concern.

Our cash on hand, which at ~~September~~on 30June 29, ~~2022~~2023 was approximately $2359,~~798,~~000, is ~~not~~ expected to be sufficient to sustain our operations for ~~the~~no ~~next~~longer 12than three months. Our ability to continue as a going concern is dependent upon our ability in the future to generate revenue and achieve profitable operations and, in the meantime, to obtain the necessary financing to meet our obligations and repay our liabilities when they become due. External financing, predominantly by the issuance of equity and debt, will be sought to finance our operations; however, there can be no certainty that such funds will be available at terms acceptable to us.

If we cannot raise the money that we need to continue to operate our business ~~beyond~~during the period indicated above, we may be forced to delay, scale back or eliminate some or all of our proposed operations. If any of these were to occur, there is a substantial risk that our business would fail. If we are unsuccessful in raising additional financing, we may need to curtail, discontinue, or cease operations. These conditions indicate the existence of material uncertainties that may cast significant doubt about our ability to continue as a going concern.

We are currently in default on substantially all of our outstanding debt securities, and our inability to resolve such defaults will likely have a material 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 LLC (“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. 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 until December 1, 2022, and have indicated that they will not seek cash settlement prior to August 2023. As of March 31, 2022, no further extensions have been granted by the noteholders. As of the date of this report was filed, there have been no demands for payment by the noteholders.

Table of Contents

On March 2, 2023, the Company entered into two $110,000 and one $330,000 short term original discount promissory notes with three investors totaling $550,000, one of whom is Richard DeCicco, the Company’s Chairman, ($110,000 note) and the other two are current investors in the Company. Two of the holders, totaling an aggregate principal amount of $440,000, provided notices of default on May 31, 2023, for failure to make timely payment, and that the holders of the notes were calling the entire amount under the notes immediately due and payable. At this time the Company is unable to pay off the entire balance due pursuant to the notes. Prior to the notices of default, the Company was attempting to reach a negotiated settlement with holders of the notes, and the Company remains in discussion with holders of the notes to remedy these events of default. 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.

On May 11, 2023, the Company entered into a 10% Original Issue Discount (OID) Convertible Promissory Note (the “Note”), in the aggregate principal amount of $660,000 with a shareholder (the “OID Shareholder”). The Company received a total of $600,000 in net proceeds from the Note, taking into account the 10% original issue discount. The Note matures on August 11, 2023 (the “Maturity Date”). The Note bears interest at 12% per annum beginning on the 90^th day following execution, if not repaid. The Company may prepay the Note at any time, with no penalty. In addition, if at any time after the Maturity Date any portion of the Note remains outstanding, the OID Shareholder may elect to convert all or any portion of the amount outstanding under the Note into Common Stock of the Company. Pursuant to the terms of the Note, the price at which the Note may be converted into Common Stock will be equal to the lesser of (i) $0.0001 per share of Common Stock, or (ii) for each share of Common Stock, 50% of the lowest closing price of the Common Stock in the 30 trading days prior to the conversion notice. If, at any time the Note is outstanding, the Company issues Common Stock for a price per share less than the then applicable conversion price under the Note, then the conversion price of the Note will be reduced to such lower price. The Note contains customary events of default, including, but not limited to, failure to observe covenants under the Note and suspension or delisting of the Company’s Common Stock from the over-the-counter market. Upon the occurrence of an event of default, all obligations under the Note will become immediately due and payable within five days. The Note’s current conversion price ($0.0001 per share) is lower than the par value of the Company’s Common Stock ($0.001 per share). Any issuance of Common Stock upon conversion of the Notes for a price per share less than the Common Stock’s par value ($0.001) would violate applicable Nevada law.

On May 24, 2023, the Company received a notice of default from the OID Shareholder listing defaults that the OID Shareholder believed have occurred, including, the Company’s failure to reserve a sufficient number of shares of its Common Stock for a conversion of the Note if was not paid upon its maturity. Based on its asserted defaults, , the OID Shareholder has given notice to the Company that the $660,000 plus interest due under the Note is immediately due and payable, and the OID Shareholder has reserved any and all remedies available to it as a result of such defaults.

At this time the Company is unable to pay off the entire loan balance due to the OID Shareholder or meet its reserve share obligations required in the Note. Prior to the notice of default from the OID Shareholder, the Company was attempting to reach a negotiated settlement with the OID Shareholder, and the Company remains in discussion with the OID Shareholder to remedy these events of default. 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.

Upon entry into the Exchange Notes, the Company will be in default of the Exchange Notes for, among other things, the Company’s failure to authorize and reserve a sufficient number of shares of its Common Stock for conversion. At this time the Company would be unable to pay off the entire loan balance due pursuant to the Exchange Note or meet its reserve share obligations required in the Exchange Notes. The Company remains in discussion with the Exchange Investors to remedy these events of default. 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.

ITEM 2 Unregistered Sales of Equity Securities and Use of Proceeds

~~During~~On ~~the~~March ~~three months ended September 30~~24, ~~2022~~2023, ~~the~~100 ~~company issued 13,000~~ shares ~~restricted common stock to an employee for services, 8,810,826 shares~~ of ~~restricted~~Series ~~common~~A-2 ~~stock for the payment of a 6% dividend on~~ Preferred ~~Series~~Stock A2were ~~stock~~converted ~~and~~into 1320,~~301,344~~000 shares of ~~commons stock in exchange for~~ the ~~conversion~~ ofCompany’s ~~407~~common ~~shares of Preferred Series A2~~stock.

ITEM 3 Defaults Upon Senior Securities

~~None~~The Company is currently in default under substantially all of its outstanding debt securities. The information set forth above under Note 8 and Note 15 to the Company’s unaudited financial statements is incorporated by reference herein.

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 and Principal Financial 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 and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 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: December 2, 2022	By:	/s/ Tom Martin
Dated: June 29, 2023	By:	/s/ Richard DeCicco
		Tom Martin
		Richard DeCicco
	Its:	Chief Executive Officer and principal financial officer and principal accounting officer

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

Filing Compare · Iconic Brands, Inc.