~~REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM~~

~~To the Board of Directors~~

ICONIC BRANDS, INC. AND SUBSIDIARIES

CONSOLIDATED FINANCIAL STATEMENTS

Six months Ended June 30, 2019 and

~~Stockholders of Iconic Brands, Inc.~~

We have reviewed the consolidated balance sheets of Iconic Brands, Inc. (a development stage company) as of March 31, 2013, and the related consolidated statements of operations and cash flows for the three-month period then ended, and for the development stage period from January 1, 2011 to March 31, 2013. These consolidated financial statements are the responsibility of the company’s management.

We conducted our review in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with standards of the Public Company Accounting Oversight Board (United States), the objective of which is the expression of an opinion regarding the consolidated financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our reviews, we are not aware of any material modifications that should be made to the accompanying interim consolidated financial statements referred to above for them to be in conformity with accounting principles generally accepted in the United States of America.

We have previously audited, in accordance with auditing standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet of Iconic Brands, Inc. as of December 31, 2012, and the related consolidated statements of operations, stockholders’ deficiency, and cash flows for the year then ended (not presented herein); and in our report dated May 17, 2013, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated balance sheet as of December 31, 2012, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

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

~~ZBS Group, LLP~~

~~Melville, NY~~

~~June 10, 2013~~

~~115 Broad Hollow Road, Suite 350 Melville, New York 11747~~

~~Tel: (516) 394-3344 Fax: (516) 908-7867~~

~~www.zbscpas.com~~

2018

CONTENTS

~~Iconic Brands, Inc. and Subsidiary~~ FINANCIAL STATEMENTS		Page(s)
~~(a development stage company)~~
Consolidated Balance Sheets

March 31, December 31,
2013 2012
(Unaudited)
Assets

Current assets:
Cash and cash equivalents $ - $ -
Current assets of discontinued operations (see Note 8) - -

Total current assets - -

Total assets $ - $ -

Liabilities and Stockholders' Deficiency

Current liabilities:
Current portion of debt $ 259,304 $ 294,040
Accounts payable 91,637 92,009
Accrued interest on Iconic Brands, Inc. debt 30,379 77,233
Current liabilities of discontinued operations (see Note 8) - 3,690,823

Total current liabilities 381,320 4,154,105

Long term debt - 71,869

Long term debt of discontinued operations (see Note 8) - 1,477,338

Series B preferred stock, $2.00 per share stated value; designated 1,000,000 shares,
issued and outstanding 916,603 and 916,603 shares, respectively 1,833,206 1,833,206

Total liabilities 2,214,526 7,536,518

Stockholders' deficiency:
Preferred stock, $.00001 par value; authorized 100,000,000 shares,
Series A, designated 1 share, issued and outstanding 1 and 1 shares, respectively 1 1
Common stock, $.00001 par value; authorized 100,000,000 shares,
issued and committed to be issued and outstanding 54,361,412 and 54,361,412 shares, respectively 544 544
Additional paid-in capital 8,955,666 8,955,666
Accumulated deficit prior to development stage period (16,124,330 ) (16,124,330 )
Retained earnings (accumulated losses) during the development stage period January 1, 2011 to March 31, 2013 4,953,593 (368,399 )

Total stockholders' deficiency (2,214,526 ) (7,536,518 )

Total liabilities and stockholders' deficiency $ - $ -

~~Iconic Brands, Inc.~~ as of June 30, 2019 and ~~Subsidiary~~December 31, 2018		5
~~(a development stage company)~~
Consolidated Statements of Operations for the six months ended June 30, 2019 and 2018	6
~~(Unaudited)~~

Three Months Ended
March 31,

Development Stage
Period January 1, 2011
to March 31,

2013 2012 2013

Sales $ - $ - $ -

Expenses:
   Professional fees 21,500 - 99,620
   Other general and administrative expenses (including stock-based compensation of $0, $4,535 and $36,282, respectively) - 2,881 42,629
   Interest expense on Iconic Brands, Inc. debt (including amortization of debt discounts of $3,490, $4,122 and $36,466, respectively) 10,009 11,509 101,514

   Total expenses 31,509 14,390 243,763

   Loss from continuing operations (31,509 ) (14,390 ) (243,763 )

Income (loss) from discontinued operations (see Note 8) 5,353,501 (19,746 ) 5,197,356

Net income (loss) $ 5,321,992 $ (34,136 ) $ 4,953,593

Basic income (loss) per common share:
   Continuing operations $ (0.00 ) $ (0.00 )
   Discontinued operations 0.10 (0.00 )
   Total $ 0.10 $ (0.00 )

Diluted income (loss) per common share:
   Continuing operations $ (0.00 ) $ (0.00 )
   Discontinued operations 0.00 (0.00 )
   Total $ 0.00 $ (0.00 )

Weighted average number of common shares outstanding:
    Basic 54,361,412 54,361,412
    Diluted 13,126,483,801 54,361,412

~~Iconic Brands, Inc. and Subsidiary~~
~~(a development stage company)~~
Consolidated Statements of Cash Flows for the six months ended June 30, 2019 and 2018		7
~~(Unaudited)~~
Consolidated Statements of Changes in Stockholders Equity (Deficiency) for the Six Months ended June 30, 2019 and 2018	8

Notes to Consolidated Financial Statements	10

Three Months Ended
March 31,

Development Stage
Period January 1, 2011
to March 31,

2013 2012 2013

Cash flows from operating activities
Net income (loss) $ 5,321,992 $ (34,136 ) $ 4,953,593
Loss (income) from discontinued operations (5,353,501 ) 19,746 (5,197,356 )
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of debt discounts charged to interest expense 3,490 4,122 36,466
Stock -based compensation - 4,535 36,282
Legal, audit and accounting, and consulting fees paid by two lenders on behalf of the Company 6,872 - 81,162
Changes in operating assets and liabilities:
Accounts payable (372 ) (1,654 ) 8,796
Accrued expenses and other current liabilities 6,519 7,387 65,048
Net cash used in operating activities - continuing operations (15,000 ) - (16,009 )
Net cash provided by operating activities - discontinued operations - - 784
Net cash used in operating activities (15,000 ) - (15,225 )

Cash flows from investing activities
Loans from continuing operations to discontinued operations - - -
Net cash provided by (used in) investing activities - continuing operations - - -
Net cash provided by (used in) investing activities - discontinued operations - - -
Net cash provided by (used in) investing activities - - -

Cash flows from financing activities:
Increases in debt 15,000 - 15,000
Repayment of debt - - -
Net cash provided by (used in) financing activities - continuing operations 15,000 - 15,000
Net cash provided by (used in) financing activities - discontinued operations - - -
Net cash provided by (used in) financing activities 15,000 - 15,000

Decrease in cash and cash equivalents - - (225 )
Cash and cash equivalents, beginning of period - - 225
Cash and cash equivalents, end of period - - -
Less cash and cash equivalents of discontinued operations at end of period - - -
Cash and cash equivalents of continuing operations at end of period $ - $ - $ -

Supplemental disclosures of cash flow information:

Interest paid $ - $ - $ -

Income taxes paid $ - $ - $ -

Non-cash, operating, investing and financing activities:

Legal, audit and accounting, and consulting fees paid by two lenders on behalf of the Company $ 6,872 $ - $ 81,162
Shares of common stock issued to noteholders in satisfaction of debt and accrued interest $ - $ - $ 3,500

-4-
Table of Contents

Iconic Brands, Inc. and ~~Subsidiary~~Subsidiaries

Consolidated Balance Sheets

	June 30,			December 31,
	2019			2018
	(Unaudited)
Assets

Current assets:
Cash and cash equivalents	$	298,520		$	191,463
Accounts receivable		82,263			113,506
Inventory		192,486			258,270
Prepaid expenses		2,266			-
Total current assets		575,535			563,239

Right-of-use asset		78,387			-
Leasehold improvements		5,000			-
Goodwill		1,450,000
Total assets	$	2,108,922		$	563,239

Liabilities and Stockholders’ Equity (Deficiency)

Current liabilities:
Current portion of operating lease liability	$	48,060		$	-
Accounts payable and accrued expenses		1,447,781			1,311,475
Loans payable to officer and affiliated entities-non interest bearing and due on demand		28,669			28,091
Notes payable		250,000			-

Total current liabilities		1,774,510			1,339,566

Non-current portion of operating lease liability		30,327			-

Derivative liability on warrants		-			2,261,039

Total liabilities		1,804,837			3,600,605

Commitments and contingencies (Note 12)

Stockholders’ equity (deficiency):
Preferred stock, $.001 par value; authorized 100,000,000 shares:
Series A, 1 and 1 share issued and outstanding, respectively		1			1
Series C, 0 and 1,000 shares issued and outstanding, respectively		-			1
Series D, 0 and 10 shares issued and outstanding, respectively		-			-
Series E, 7,167,116 and 6,602,994 shares issued and outstanding, respectively		7,167			6,603

Common stock, $.001 par value; authorized 2,000,000,000 shares, 12,093,874 and 5,440,312 shares issued and outstanding respectively		12,094			5,440

Common stock to be issued to Escrow Agent, $.001 par value; 0 and 534,203 shares, respectively		-			534

Additional paid-in capital		21,634,034			18,798,438

Accumulated deficit		(20,333,818	)		(21,233,083	)

Total Iconic Brands, Inc. stockholders’ equity (deficiency)		1,319,478			(2,422,066	)

Noncontrolling interests in subsidiaries and variable interest		(1,015,393	)		(615,300	)

Total stockholders’ equity (deficiency)		304,085			(3,037,366	)

Total liabilities and stockholders’ equity (deficiency)	$	2,108,922		$	563,239

See notes to consolidated financial statements.

-5-
Table of Contents

Iconic Brands, Inc. and Subsidiaries

Consolidated Statements of Operations

(Unaudited)

	Three Months			Three Months			Six Months			Six Months
	Ended June 30,			Ended June 30,			Ended June 30,			Ended June 30,
	2019			2018			2019			2018

Sales	$	145,294		$	143,551		$	267,207		$	205270
Cost of Sales		68,806			81,844			150,241			119,252
Gross profit		76,488			61,707			116,966			86,018

Operating expenses:
Officers compensation		103,750			3,207			289,500			3,207
Professional and consulting fees		418,566			59,121			867,085			71,407
Royalties		78,279			(75,002	)		153,467			(68,412	)
Special promotion program with customer		-			-			-			597,138
Marketing and advertising		37,414			192,740			83,881			252,055
Occupancy costs		27,932			36,696			55,555			80,494
Travel and entertainment		79,445			68,986			143,714			109,301
Other		110,605			73,309			285,631			103,562

Total operating expenses		855,991			359,057			1,878,833			1,148,752

Income (loss) from operations		(779,503	)		(297,350	)		(1,761,867	)		(1,062,734	)

Other income (expense):
Income (expense) from derivative liability		-			(321,017	)		-			405,848
Interest expense		-			(10,139	)		-			(19,560	)
Amortization of debt discounts		-			(50,055	)		-			(101,711	)
Other expense		-			(1,119	)		-			-

Total other income (expense) - net		-			(382,330	)		-			284,577

Net income (loss)		(779,503	)		(679,680	)		(1,761,867	)		(778,157	)

Net loss (income) attributable to noncontrolling interests in subsidiaries and variable interest entity		90,396			91,352			400,093			439,099

Net income (loss) attributable to Iconic Brands, Inc.	$	(689,107	)	$	(588,328	)	$	(1,361,774	)	$	(339,058	)

Net income (loss) per common share:
Basic and diluted	$	(0.07	)	$	(0.10	)	$	(0.16	)	$	(0.05	)

Weighted average common shares outstanding and to be issued to Escrow Agent:
Basic and diluted		10,543,700			6,118,124			8,351,552			6,224,791

See notes to consolidated financial statements.

-6-
Table of Contents

Iconic Brands, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

(Unaudited)

	Six Months Ended June 30,
	2019			2018
Operating Activities:
Net income (loss) attributable to Iconic Brands, Inc.	$	(1,361,774	)	$	(339,058	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Net income (loss) attributable to noncontrolling interests in subsidiaries and variable interest entity		(400,093	)		(439,099	)
Note payable to consultant issued February 7, 2019 and charged to consulting fees		50,000			-
Stock-based consulting fees		775,700			23,250
Expense (income) from derivative liability		-			(405,848	)
Amortization of debt discounts		-			101,711
Changes in operating assets and liabilities:
Accounts receivable		31,243			117,381
Inventory		65,784			(146,940	)
Prepaid expenses		(2,266	)		5,000
Accounts payable and accrued expenses		136,385			(241,029	)
Accrued interest payable		-			19,560

Net cash used in operating activities		(705,021	)		(1,305,072	)

Investing Activities:
Leasehold improvements		(5,000	)		-
Net cash used in investting activities		(5,000	)		-

Financing Activities :
Proceeds from sale of Series E Preferred Stock and warrants		509,300			300,000
Proceeds from exercise of warrants		307,200
Loans payable to officer and affiliated entity		578			62,107

Net cash provided by financing activities		817,078			362,107

Increase (decrease) in cash and cash equivalents		107,057			(942,965	)

Cash and cash equivalents, beginning of period		191,463			1,237,432

Cash and cash equivalents, end of period	$	298,520		$	294,467

SUPPLEMENTAL CASH FLOW INFORMATION:
Income taxes paid	$	-		$	-
Interest paid	$	-		$	-

NON-CASH INVESTING AND FINANCING
ACTIVITIES:

Issuance of common stock to Escrow Agent in connection with Settlement Agreement and Amended Settlement Agreement	$	534		$	344,922

Series E Preferred Stock to be issued in exchange for common stock pursuant to Share Exchange Agreement dated May 21, 2018	$	-		$	120,000

Issuance of common stock in exchange for surrender of Series C and Series D Preferred Stock	$	2,000		$	-

Issuance of common stock in exchange for Series E Preferred Stock on April 23, 2019 and May 17, 2019	$	589		$	-

Issuance of common stock and note payable in connection with acquisition of 51% of Green Grow Farms, Inc.	$	1,450,000		$	-

See notes to consolidated financial statements

-7-

Table of Contents

Iconic Brands, Inc. and Subsidiaries

Consolidated Statements of Changes in Stockholders Equity (Deficiency)

~~(a development stage company)~~(Unaudited)

Series A Preferred Stock$.001 par

Series C
Preferred Stock
$.001 par

Series D
Preferred Stock
$.001 par

Series E
Preferred Stock
$.001 par

Common Stock
$.001 par

Common Stock
to be issued to Escrow Agent
$0.001 par

Additional Paid-in

Noncontrolling Interests in Subsidiaries and Variable Interest

Accumulated

Shares

Amount

Shares

Amount

Shares

Amount

Shares

Amount

Shares

Amount

Shares

Amount

Capital

Entity

Deficit

Total

Six Months Ended June 30, 2019

Balances, January 1, 2019 (as previously reported)

1

$ 1

1,000

$ 1

10

$ -

6,602,994

$ 6,603

5,440,312

$ 5,440

534,203

$ 534

$ 18,798,438

$ (615,300 ) $ (21,233,083 ) $ (3,037,366 )

Cumulative effect adjustment relating to reduction of derivative liability on warrants, pursuant to ASU 2017-11

-

-

-

-

-

-

-

-

-

-

-

-

-

-

2,261,039

2,261,039

Balance, January 1, 2019 (as adjusted)

1

1

1,000

1

10

-

6,602,994

6,603

5,440,312

5,440

534,203

534

18,798,438

(615,300 )

(18,972,044 )

(776,327 )

Common stock issued to Escrow Agent

-

-

-

-

-

-

-

-

534,203

534

(534,203 )

(534 )

-

-

-

-

Sale of Series E Preferred Stock and warrants in connection with Securities Purchase Agreement dated September 27, 2018

-

-

-

-

-

-

1,362,520

1,363

-

-

-

-

339,267

-

-

340,630

Issuance of common stock in connection with Settlement and Release Agreement dated Febuary 7, 2019

-

-

-

-

-

-

-

-

120,000

120

-

-

91,080

-

-

91,200

Issuance of common stock in connection with Business Development Agreement dated March 15, 2019

-

-

-

-

-

-

-

-

150,000

150

-

-

199,350

-

-

199,500

Issuance of common stock in exchange for the surrender of Series C Preferred Stock on March 27, 2019

-

-

(1,000 )

(1 )

-

-

-

-

1,000,000

1,000

-

-

(999 )

-

-

Issuance of common stock in exchange for the surrender of Series D Preferred Stock on March 27, 2019

-

-

-

-

(10 )

-

-

-

1,000,000

1,000

-

-

(1,000 )

-

-

-

Adjustment

(1 )

258

257

Net income (loss)

-

-

-

-

-

-

-

-

-

-

-

-
��

-

(309,697 )

(672,667 )

(982,364 )

Balance, March 31, 2019

1

1

-

-

-

-

7,965,514

7,966

8,244,515

8,244

-

-

19,426,135

(924,997 )

(19,644,453 )

(1,127,104 )

Sale of Series E Preferred Stock and warrants in connection with Securities Purchase Agreement dated September 27, 2018

-

-

-

-

-

-

675,000

675

-

-

-

-

168,075

-

-

168,750

-8-
Table of Contents

	Series A Preferred Stock$.001 par			Series C Preferred Stock $.001 par				Series D Preferred Stock $.001 par				Series E Preferred Stock $.001 par						Common Stock $.001 par						Common Stock to be issued to Escrow Agent $0.001 par						Additional Paid-in			Noncontrolling Interests in Subsidiaries and Variable Interest			Accumulated
	Shares	Amount		Shares		Amount		Shares		Amount		Shares			Amount			Shares			Amount			Shares			Amount			Capital			Entity			Deficit			Total
Issuance of common stock in exchange for Series E Preferred Stock on April 23, 2019 and May 17, 2019	-		-		-		-		-		-		(1,473,398	)		(1,473	)		589,359			589			-			-			884			-			-			-

Exercise of warrants at $0.32 per share pursuant to Warrant Exercise Agreements dated May 9, 2019	-		-		-		-		-		-		-			-			960,000			960			-			-			306,240			-			-			307,200

Issuance of common stock in connection with Share Exchange Agreement dated April 17, 2019	-		-		-		-		-		-		-			-			2,000,000			2,000			-			-			1,248,000			-			-			1,250,000

Issuance of common stock in connection with Consulting Agreement dated April 15, 2019	-		-		-		-		-		-		-			-			50,000			50			-			-			94,950			-			-			95,000

Issuance of common stock in connection with Consulting Agreement dated May 23, 2019	-		-		-		-		-		-		-			-			250,000			250			-			-			389,750			-			-			390,000
Adjustment																												��									(258	)		(258	)
Net income (loss)	-		-		-		-		-		-		-			-			-			-			-			-			-			(90,396	)		(689,107	)		(779,503	)

Balance, June 30, 2019	1	$	1		-	$	-		-	$	-		7,167,116		$	7,167			12,093,874		$	12,094			-		$	-		$	21,634,034		$	(1,015,393	)	$	(20,333,818	)	$	304,085

Six Months Ended June 30, 2018
Balance, January 1, 2018	1	$	1		1,000	$	1		10	$	-		-		$	-			4,417,567		$	4,417			1,913,890		$	1,914		$	15,760,206		$	78,064		$	(17,075,829	)	$	(1,231,226	)

Common stock issued to Escrow Agent	-		-		-		-		-		-		-			-			446,240			446			(446,240	)		(446	)		-			-			-			-

Net income (loss)	-		-		-		-		-		-		-			-			-			-			-			-			-			(347,747	)		349,602			1,855

Balance , March 31, 2018	1		1		1,000		1		10		-		-			-			4,863,807			4,863			1,467,650			1,468			15,760,206			(269,683	)		(16,726,227	)		(1,229,371	)

Common stock issued to Escrow Agent	-		-		-		-		-		-		-			-			933,447			934			(933,447	)		(934	)		-			-			-			-

Sales of Series E Preferred Stock and warrants	-		-		-		-		-		-		1,200,000			1,200			-			-			-			-			298,800			-			-			300,000

Share Exchange Agreement dated May 21, 2018	-		-		-		-		-		-		1,200,000			1,200			(480,000	)		(480	)		-			-			(720	)		-			-			-

Warrants issued to law firm for services	-		-		-		-		-		-		-			-			-			-			-			-			23,250			-			-			23,250

Net income (loss)	-		-		-		-		-		-		-			-			-			-			-			-			-			(91,352	)		(688,660	)		(780,012	)

Balance at June 30, 2018	1	$	1		1,000	$	1		10	$	-		2,400,000		$	2,400			5,317,254		$	5,317			534,203		$	534		$	16,081,536		$	(361,035	)	$	(17,414,887	)	$	(1,686,133	)

See Notes to consolidated financial statements

-9-
Table of Contents

Iconic Brands, Inc.

Notes to Consolidated Financial Statements

~~March 31, 2013~~

Six months ended June 30, 2019 and 2018

(Unaudited)

1. ORGANIZATION AND NATURE OF BUSINESS

Iconic Brands, Inc., formerly Paw Spa, Inc. (“Iconic Brands” or “Iconic”), was incorporated in the State of Nevada on October 21, 2005. ~~Our plan was~~Effective December 31, 2016, Iconic closed on a May 15, 2015 agreement to provide mobile grooming and spa services for cats and dogs. Our services were going to include bathing, hair cutting and styling, brushing/combing, flea and tick treatments, nail maintenance and beautification, ear cleaning, teeth cleaning, hot oil treatments, and massage. We did not have any business operations and failed to generate any revenues. We abandoned this business, as we lacked sufficient capital resources. On June 10, 2009, the Company acquired Harbrew Imports, Ltd.acquire a 51% interest in BiVi LLC (“~~Harbrew New York”~~BiVi”), a New York corporation incorporated on September 8, 1999 which was a wholly owned subsidiary of Harbrew Imports, Ltd. Corp. (“Harbrew Florida”), a Florida corporation incorporated on January 4, 2007. On the Closing Date, pursuant to the terms of the Merger Agreement, the Company issued to the designees of Harbrew New York 27,352,301 shares of our Common Stock at the Closing, or approximately 64% of the 42,510,301 shares outstanding subsequent to the merger. After the merger, Harbrew New York continued as the surviving company under the laws of the state of New York and became the wholly owned subsidiary of the Company.

In anticipation of the merger between Iconic Brands, Inc. and Harbrew New York, on May 1, 2009 the Board of Directors and a majority of shareholders of Harbrew New York approved the amendment of its Articles of Incorporation changing its name to Iconic Imports, Inc. (“Iconic Imports”). On June 22, 2009, this action was filed with the New York State Department of State.

Prior to the merger on June 10, 2009, Iconic Brands had no assets, liabilities, or business operations. Accordingly, the merger has been treated for accounting purposes as a recapitalization by the accounting acquirer Harbrew New York/Iconic Imports and the financial statements reflect the assets, liabilities, and operations of Harbrew New York/Iconic Imports from its inception on September 8, 1999 to June 10, 2009 and are combined with Iconic Brands thereafter. Iconic Brands and its wholly-owned subsidiary Harbrew New York/Iconic Imports are hereafter referred to as the “Company”.

~~The Company was a~~ brand owner of ~~self-developed alcoholic beverages. Furthermore,~~“BiVi 100 percent Sicilian Vodka,” and closed on a December 13, 2016 agreement to acquire a 51% interest in Bellissima Spirits LLC (“Bellissima”), the brand owner of Bellissima sparkling wines. These transactions involved entities under common control of the Company’s chief executive officer and represented a change in reporting entity. The financial statements of the Company ~~imported, marketed~~have been retrospectively adjusted to reflect the operations at BiVi and ~~sold these beverages throughout~~Bellissima from their inception.

BiVi was organized in Nevada on May 4, 2015. Bellissima was organized in Nevada on November 23, 2015.

Reverse Stock Split

Effective January 18, 2019, the ~~United States and globally.~~

~~Effective June 10, 2009, prior to the merger, Harbrew Florida affected~~Company effectuated a ~~1-for-1,000~~1 share for 250 shares reverse stock split ~~of its common stock, reducing~~which reduced the issued and outstanding shares of common stock at December 31, 2018 from ~~24,592,160~~1,359,941,153 shares to ~~24,909, which includes a total of 317 shares resulting from the rounding of fractional~~5,440,312 shares. ~~All share information has~~The accompanying financial statements have been ~~retroactively~~retrospectively adjusted to reflect this reverse stock split.

On August 20, 2010, the Company and Seven Cellos LLC terminated a License Agreement relating to the distribution of an alcoholic beverage known as “Danny DeVito’s Premium Limoncello”. In the year ended December 31, 2010, this brand accounted for approximately 96% of total sales.

On August 20, 2010, Capstone Capital Group I, LLC, a holder of a Promissory Note with a then remaining balance of approximately $233,000, delivered a Formal Notice of Default to the Company demanding payment of the balance on or before September 1, 2010. On September 16, 2010, Capstone delivered a Notification of Disposition of Collateral to the Company notifying the Company of its attachment of the Collateral (including cash, accounts receivable, inventories, equipment, and contract rights) and its intent to sell the Collateral to the highest qualified bidder in a public sale on September 28, 2010. On September 28, 2010, Capstone acquired the Collateral in exchange for the Promissory Note at the public auction sale; there were no other bidders.

On September 14, 2010, the Second District Court of Suffolk County New York issued a Warrant of Eviction removing the Company from its Lindenhurst, New York office and the Company ceased its business operations.

On September 23, 2011, Iconic Imports, Inc. (“Imports”), a wholly owned subsidiary of Iconic Brands, Inc., filed a voluntary petition for relief under Chapter 7 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Eastern District of New York. On March 28, 2013, the Company was advised by counsel that the case (Case No. 8-11-76814) was closed March 13, 2013 and that the claims scheduled were discharged. See Notes 6 and 8.

~~Iconic Brands, Inc. and Subsidiary~~

~~(a development stage company)~~

~~Notes to Consolidated Financial Statements~~

~~March 31, 2013~~

~~(Unaudited)~~

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a) ~~Basis~~Principles of ~~Presentation~~

Consolidation

The consolidated financial statements include the accounts of Iconic, its three 51% owned subsidiaries BiVi, Bellissima, and Green Grow Farms Inc. (“Green Grow”), and United Spirits, Inc., a variable interest entity of Iconic (see Note 5) (collectively, the “Company”). All inter-company balances and transactions have been ~~prepared on a “going concern” basis, which contemplates the realization~~eliminated in consolidation.

(b) Use of ~~assets and liquidation~~Estimates

The preparation of liabilities in the normal course of business. However, as of March 31, 2013, the Company had negative working capital of $381,320 and a stockholders’ deficiency of $2,214,526. Further, from inception to March 31, 2013, the Company incurred losses of $11,170,737. These factors create substantial doubt as to the Company’s ability to continue as a going concern. The Company plans to improve its financial condition by reorganizing and acquiring a new business. However, there is no assurance that the Company will be successful in accomplishing this objective. The consolidated financial statements ~~do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.~~

~~(b) Interim Financial Statements~~

~~The unaudited financial statements as of March 31, 2013 and for the three months ended March 31, 2013 and 2012 have been prepared~~ in ~~accordance~~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 financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.

Generally accepted accounting principles require disclosing the fair value of financial instruments to the extent practicable for ~~interim~~ financial ~~information~~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, and accounts payable and accrued expenses, it was estimated that the carrying amount approximated fair value because of the short maturities of these instruments. All debt is carried at face value less any unamortized debt discounts.

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Iconic Brands, Inc.

Notes to Consolidated Financial Statements

Six months ended June 30, 2019 and 2018

(Unaudited)

(d) Cash and Cash Equivalents

The Company considers all liquid investments purchased with ~~instructions~~original maturities of ninety days or less to ~~Form 10-Q.~~ be cash equivalents.

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

The Company extends unsecured credit to customers in the ordinary course of business but mitigates risk by performing credit checks and by actively pursuing past due accounts. The allowance for doubtful accounts is based on customer historical experience and the aging of the related accounts receivable. At June 30, 2019 and December 31, 2018, the allowance for doubtful accounts was $18,168 and $0, respectively.

(f) Inventories

Inventories are stated at the lower of cost (first-in, first-out method) or market, with due consideration given to obsolescence and to slow moving items. Inventory at June 30, 2019 and December 31, 2018 consists of cases of BiVi Vodka and cases of Bellissima sparkling wines purchased from our Italian suppliers.

(g) Revenue Recognition

In May 2014, the FASB issued ASU 2014-09 “Revenue from Contracts with Customers” (Topic 606) which establishes revenue recognition standards. ASU 2014-19 was effective for annual reporting periods beginning after December 15, 2017. We adopted ASU 2014-09 effective January 1, 2018. ASU 2014-09 has not had a significant effect on the Company’s financial position and results of operations.

Revenue from product sales is recognized when all of the following criteria are met: (1) persuasive evidence of an arrangement exists, (2) the price is fixed or determinable, (3) collectability is reasonably assured, and (4) delivery has occurred. Persuasive evidence of an arrangement and fixed price criteria are satisfied through purchase orders. Collectability criteria are satisfied through credit approvals. Delivery criteria are satisfied when the products are shipped to a customer and title and risk of loss passes to the customer in accordance with the terms of sale. 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.

(h) Shipping and Handling Costs

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

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Iconic Brands, Inc.

Notes to Consolidated Financial Statements

Six months ended June 30, 2019 and 2018

(Unaudited)

(i) Stock-Based Compensation

Stock-based compensation is accounted for at fair value in accordance with Accounting Standards Codification (“ASC”) Topic 718, “Compensation-Stock Compensation”. For the six months ended June 30, 2019 and 2018, stock-based compensation was $775,700 and $23,250, 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, ~~the unaudited financial statements have been prepared on the same basis as the annual financial statements and reflect~~it is not more likely than not that some portion or all adjustments necessary to present fairly the financial position as of March 31, 2013 and the results of operations and cash flows for the periods ended March 31, 2013 and 2012. The financial data and other information disclosed in these notes to the interim financial statements related to these periods are unaudited. The results for the three months ended March 31, 2013 are not necessarily indicative of the ~~results to~~deferred tax assets will be ~~expected for any subsequent quarter of the entire year ending December 31, 2013. The balance sheet at December 31, 2012 has been derived from the audited financial statements at that date.~~

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to the Securities and Exchange Commission’s rules and regulations. These unaudited consolidated financial statements should be read in conjunction with our audited consolidated financial statements and notes thereto for the year ended December 31, 2012 included in our Form 10-K filed May 20, 2013.

~~(c)~~realized.

(k) Net Income (Loss) per Share

Basic net income (loss) per common share is computed on the basis of the weighted average number of common shares outstanding and to be issued to Escrow Agent (see Note 10) during the ~~period.~~

period of the financial statements.

Diluted net income (loss) per common share is computed on the basis of the weighted average number of common shares and to be issued to Escrow Agent (see Note 10) and dilutive securities (such as stock options, warrants, and convertible securities) outstanding. Dilutive securities having an anti-dilutive effect on diluted net income (loss) per share are excluded from the calculation.

~~The following table provides a reconciliation of the basic and diluted net income per common share computation for the three months ended March 31, 2013:~~

Numerator:
Net income – basic $ 5,321,992
Add: Interest expense on convertible notes 10,069
Net income – diluted $ 5,332,061

Denominator:
Weighted average shares outstanding – basic 54,361,412
6% convertible notes and accrued interest 3,533,200,000
12% convertible notes and accrued interest 9,487,000,000
Series B preferred stock owned by Capstone Capital Group I, LLC 50,922,389
Warrants 1,000,000
Weighted average shares outstanding - diluted 13,126,483,801

~~(d)~~

(l) Recently Issued Accounting Pronouncements

Effective January 1, 2019, we adopted ASU 2016-2 (Topic 842) which establishes a new lease accounting model for lessees. Under the new guidance, lessees are required to recognize right of use assets and liabilities for most leases having terms of 12 months or more. We adopted this new accounting guidance using the effective date transition method, which permits entities to apply the new lease standards using a modified retrospective transition approach at the date of adoption. As such, historical periods will continue to be measured and presented under the previous guidance while current and future periods are subject to this new accounting guidance. Upon adoption we recorded a $100,681 right-of-use asset related to our one operating lease (see Note 12 F) and a $100,681 lease liability.

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Iconic Brands, Inc.

Notes to Consolidated Financial Statements

Six months ended June 30, 2019 and 2018

(Unaudited)

On July 13, 2017, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (“ASU”) 2017-11. Among other things, ASU 2017-11 provides guidance that eliminates the requirement to consider “down round” features when determining whether certain financial instruments or embedded features are indexed to an entity’s stock and need to be classified as liabilities. ASU 2017-11 provides for entities to recognize the effect of a down round feature only when it is triggered and then as a dividend and a reduction to income available to common stockholders in basic earnings per share. The guidance is effective for annual periods beginning after December 15, 2018; early adoption is permitted. Accordingly, effective January 1, 2019, the Company has reflected a $2,261,039 reduction of the derivative liability on warrants (see Note 9) and a $2,261,039 cumulative effect adjustment reduction of accumulated deficit.

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

~~(e) Reclassifications~~

~~Certain prior year amounts~~

(m) Going Concern

The accompanying financial statements have been ~~reclassified~~prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Company has sustained significant net losses which have resulted in an accumulated deficit at June 30, 2019 of $20,333,818 and has experienced periodic cash flow difficulties, all of which raise substantial doubt regarding the Company’s ability to ~~conform~~continue as a going concern.

Continuation of the Company as a going concern is dependent upon obtaining additional working capital. The management of the Company has developed a strategy which it believes will accomplish this objective through additional equity investments which will enable the Company to continue operations for the coming year. However, there is no assurance that these objectives will be met. These financial statements do not include any adjustments relating to the ~~current year presentation.~~

recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from the outcome of this uncertainty.

3. INVESTMENT IN BIVI LLC

On May 15, 2015, Iconic entered into a Securities Exchange Agreement by and among the members of BiVi LLC, a Nevada limited liability company (“BiVi”), under which Iconic acquired a 51% majority interest in BiVi in exchange for the issuance of (a) 4,000 shares of restricted common stock and (b) 1,000 shares of newly created Series C Convertible Preferred Stock.

Prior to May 15, 2015, BiVi was beneficially owned and controlled by Richard DeCicco, the controlling shareholder and chief executive officer of Iconic Brands, Inc.

4. INVESTMENT IN BELLISSIMA SPIRITS LLC

On December 13, 2016, Iconic entered into a Securities Purchase Agreement with Bellissima Spirits LLC (“Bellissima”) and ~~Subsidiary~~

(Bellissima’s members under which Iconic acquired a ~~development stage company)~~

51% majority interest

in Bellissima in exchange for the issuance of a total of 10 shares of newly designated Iconic Series D Convertible Preferred Stock. Each share of Iconic Series D Convertible Preferred Stock was convertible into the equivalent of 5.1% of Iconic common stock issued and outstanding at the time of conversion.

Prior to December 13, 2016, Bellissima was controlled by Richard DeCicco, the controlling shareholder and chief executive officer of Iconic.

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Iconic Brands, Inc.

Notes to Consolidated Financial Statements

~~March 31, 2013~~

Six months ended June 30, 2019 and 2018

(Unaudited)

~~3. DEBT~~

~~Debt relating~~

5. UNITED SPIRITS, INC.

United Spirits, Inc. (“United”) is owned and managed by Richard DeCicco, the controlling shareholder and chief executive officer of Iconic. United provides distribution services for BiVi and Bellissima (see Note 12)and is considered a variable interest entity (“VIE”) of Iconic. Since Iconic has been determined to ~~continuing operations:~~

~~Debt relating to~~ be the primary beneficiary of United, we have included United’s assets, liabilities, and operations in the accompanying consolidated financial statements of Iconic. Summarized financial information of United follows:

June 30,

December 31,

2019

2018

Balance Sheets:

Cash and cash equivalents

$ 26,694

$ 38,793

Intercompany receivable from Iconic (A)

133,394

204,461

Right-of-use asset

78,387

-

Total assets

$ 238,475

$ 243,254

Accounts payable and accrued expense

$ 196,950

$ 11,338

Loans payable to officer and affiliated entity

71,115

71,037

Intercompany payable to Bellissima (A)

297,787

335,257

Intercompany payable to BiVi (A)

66,876

56,854

Operating lease liability

78,387

-

Total Liabilities

711,115

474,487

Noncontrolling interest in VIE

(472,640 )

(231,333 )
Total liabilities and stockholders’ deficiency

$ 238,475

$ 243,153

Six months ended June 30,

Statements of operations:

2019

2018

Intercompany distribution income (A)

$ 4,542

$ 3,619

Royalty expense

127,500

-

Officers' compensation

82,000

-

Other operating expenses- net

36,450

9,044

Total operating expenses

245,950

9,044

Net income (loss)

$ (241,408 )

$ (5,425 )

(A) Eliminated in consolidation

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Iconic Brands, Inc. ~~consisted~~

Notes to Consolidated Financial Statements

Six months ended June 30, 2019 and 2018

(Unaudited)

6. GOODWILL AND ACQUISITION OF 51% OF GREEN GROW FARMS, INC.

On May 9, 2019, Iconic closed on a Share Exchange Agreement (the “Agreement”) with Green Grow Farms, Inc. (“Green Grow”) and NY Farms Group Inc. (“NY Farms”). Pursuant to the Agreement, Iconic acquired a 51% equity interest in Green Grow in exchange for (i) cash consideration of $200,000 (which was paid on July 24, 2019), and (ii) 2,000,000 shares of Company common stock. In addition, the Company has agreed to issue up to an additional 6,000,000 shares based upon gross revenues reached by Green Grow (at a rate of 120,000 shares per $1,000,000 of gross revenues up to a maximum of $50,000,000) within 36 months of the ~~following at March 31, 2013 and December 31, 2012:~~

March 31,
2013

December 31,
2012

Convertible promissory note, interest at 7%, due September 13, 2014, net of
unamortized discount of $0 and $28,131, respectively (A) $ - $ 71,869

Loans payable, interest at 0%, due on demand (C) 144,112 137,540

Convertible promissory note, interest at 6%, due June 30, 2010 (B) 30,000 30,000

Convertible promissory notes, interest at 12%, due June 30, 2010 (B) 70,000 70,000

Convertible promissory note, interest at 8% (default rate of 22%), due
February 7, 2011 (in default) (A) - 56,500

Convertible promissory note, interest at 9%, due January 31, 2014, net of
unamortized discount of $1,308 at March 31, 2013 (D) 15,192 -

Total 259,304 365,909

Less current portion of debt (259,304 ) (294,040 )

Long term debt $ - $ 71,869

~~(A)~~Closing. The ~~$100,000 face~~$1,450,000 total consideration (i.e., the $200,000 note payable plus the $1,250,000 fair value of the 7%2,000,000 shares of Iconic common stock) of the acquisition over the $0 identifiable net assets of Green Grow at May 9, 2019 has been recognized as goodwill.

Green Grow was incorporated in New York on February 28, 2019 and has had no revenues since inception. On June 6, 2019, Green Grow was granted a license by New York State to grow hemp. On June 11, 2019, Green Grow signed a Sublease Agreement and Operating Agreement with Romanski Farms, Inc. to use certain real property in Baiting Hollow, New York to plant and grow hemp for CBD extraction. The lease has a term of one year and provides for monthly rent of $1,133 to be paid by Green Grow.

7. ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses consist of:

	June 30, 2019		December 31, 2018
Accounts payable	$	81,822	$	175,405
Accrued officers compensation		1,018,750		811,250
Accrued royalties		300,508		174,985
Other		46,701		149,835
Total	$	1,447,781	$	1,311,475

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Iconic Brands, Inc.

Notes to Consolidated Financial Statements

Six months ended June 30, 2019 and 2018

(Unaudited)

8. DEBT

Effective October 4, 2018, the then remaining debt and accrued interest thereon was satisfied through (1) the issuance of a total of 2,077,994 shares of our Series E convertible ~~note outstanding at December 31, 2012 was~~preferred stock (which are convertible into a total of 831,198 shares of common stock) plus warrants to acquire 831,198 shares of our common stock (for $519,499 debt and accrued interest), (2) the ~~Company’s~~issuance of a total of 122,510 shares of our common stock (for $76,569 debt and accrued interest), and (3) cash (for $90,296 debt and accrued interest).

At June 30, 2019, notes payable consist of:

Amount due New York Farms Group Inc. pursuant to Share Exchange Agreement dated April 17, 2019 (closed May 9, 2019) relating to the acquisition of 51% of Green Grow Farms, Inc. (paid July 24, 2019)	$	200,000
Amount due to a former Bellissima consultant pursuant to a Settlement and Release Agreement dated February 7, 2019, due December 31, 2019		50,000
Total	$	250,000

9. DERIVATIVE LIABILITY ON CONVERTIBLE DEBT

In September 2018, the then Company entered into Securities Exchange Agreements and other agreements with holders of all convertible debt then outstanding to have such debt satisfied (which occurred effective October 4, 2018 – see Note 8). Accordingly, the Company reduced the then derivative liability from $255,294 at September 30, 2018 to $0.

10. DERIVATIVE LIABILITY ON WARRANTS

From September 2017 to November 2017, in connection with the sale of a total of 480,000 shares of common stock (see Note 11), the Company issued a total of 480,000 Common Stock Purchase Warrants (the “Warrants”) to the respective investors. The Warrants were exercisable into ICNB common stock at a price of $0.50 per share. The $56,500 face value of the 8% convertible note outstanding at December 31, 2012 was convertible into shares of the Company’s common stock at a variable conversion price equal to 60% of the Market Price, as defined. As a result of the discharge of the claims scheduled in the voluntary petition for relief under Chapter 7 of the United States Bankruptcy Code on March 13, 2013 (see Notes 6 and 8), we have reversed this debt and recognized a gain from the United States Bankruptcy Court Discharge of Indebtedness (included in income from discontinued operations).

(B) These promissory notes were issued to the same entity lender on April 15, 2010. The notes provide that upon an event of default that is not cured within the allotted time, the holder shall have the option to convert the outstanding principal and interest into shares of common stock at a conversion price of $0.00001 per share. The Company has defaulted on all three notes and has failed to cure the defaults within the time allotted specified in the note default provisions.

While the Company has not received any notice or indication from the lender of its intention to convert the $100,000 debt (or a portion thereof), if the lender does elect to convert the $100,000 of debt and related accrued interest at March 31, 2013 at the $0.00001$2.50 per share, ~~conversion rate it would require~~were to expire five years from date of issuance, and contained “down round” price protection.

Effective May 21, 2018, in connection with the Company to issue 13,020,200,000 common shares to this lender (or over 99% of the 13,074,561,412 shares of Company Common Stock outstanding after this lender’s conversion). However, by virtue of his ownership of the 1 share of Series A Preferred Stock, Mr. DeCicco would retain voting control of the Company.

~~Also, the notes provided for the grant~~sale of a total of ~~1,200,000 warrants exercisable at an exercise price~~120,000 shares of $0.20 per share for 3 years. The $51,600 fair value of the warrants (valued using the Black-Scholes option pricing model and the following assumptions: stock price of $0.092 per share, exercise price of $0.20 per share, term of 3 years, risk-free interest rate of 1.62%Series E Preferred Stock (see Note 11), and expected volatility of 100%) and the remaining $45,400 intrinsic value of the beneficial conversion feature arising from the default provisions in the three promissory notes due to this lender described in the two preceding paragraphs (the total debt discounts are limited to the amount of proceeds allocated to the convertible instrument) were recorded initially as a debt discount and amortized as interest expense over the term of the notes ended June 30, 2010.

~~Iconic Brands, Inc. and Subsidiary~~

~~(a development stage company)~~

~~Notes to Consolidated Financial Statements~~

~~March 31, 2013~~

~~(Unaudited)~~

(C) For the periods presented, two entity lenders (one holding $134,112 of the 0% loans payable aggregating $144,112 and one holding $10,000 of the 0% loans payable aggregating $144,112, the $30,000 6% convertible promissory note and the $70,000 12% convertible promissory notes at March 31, 2013) paid legal, audit and accounting, and consulting fees on behalf of the Company as follows:

Three Months ended March 31, Year Ended December 31,
2013 2012 2011
Legal fees $ 2,500 $ 5,270 $ 27,500
Audit and accounting fees 2,500 7,500 17,500
Company’s stock transfer agent 1,872 10,432 -
Consulting fees - 2,038 4,050

Total $ 6,872 $ 25,240 $ 49,050

~~The amounts advanced bear no interest and are due on demand, but are not evidenced by a promissory note.~~

~~(D) On February 14, 2013,~~ the Company issued a Convertible Promissory Note in the amount of $15,000 in exchange for the lender's payment of legal and audit and accounting fees totaling $15,000 on behalf of the Company. The Note bears interest at 9%, is due January 31, 2014, and is convertible at the holder's option into Company common stock at a conversion price of $.02 per share (or a total of ~~750,000 shares of common stock). Additionally, in consideration for making this loan, the Company shall pay~~480,000 Warrants to the holder a Lender Fee equal to 10% of the original principal amount ($1,500) of this Note on the Maturity Date, which is also convertible at a conversion price of $.02 per share (or a total of 75,000 shares of common stock).

~~At March 31, 2013, the debt relating to Iconic Brands, Inc. is due as follows:~~

Past due $ 100,000
Year ending March 31, 2014 160,612

Total 260,612
Less debt discounts (1,308 )
Net $ 259,304

~~Accrued interest payable on debt relating to Iconic Brands, Inc. consisted of:~~

March 31,
2013

December 31,
2012

Convertible note, interest at 7% $ - $ 23,088
Convertible note, interest at 6% 5,332 4,889
Convertible notes, interest at 12% 24,877 22,805
Convertible note, interest at 8% (default rate of 22%) - 26,451
Convertible note, interest at 9% 170 -

Total $ 30,379 $ 77,233

~~Debt relating to discontinued operations:~~

~~Iconic Brands, Inc. and Subsidiary~~

~~(a development stage company)~~

~~Notes to Consolidated Financial Statements~~

~~March 31, 2013~~

~~(Unaudited)~~

~~Debt relating to the Company’s wholly-owned subsidiary Iconic Imports consisted of the following at March 31, 2013 and December 31, 2012:~~

March 31,
2013

December 31,
2012

Promissory note, interest at 20%, due January 29, 2009 (in default) $ - $ 100,000

Convertible promissory notes, interest at 10%, due October 25, 2007
to November 27, 2007 (in default) (A) - 75,000

Promissory notes, interest at 13%, due May 31, 2010 (in default) (B) - 220,000

Due Donald Chadwell (5% stockholder at December 31, 2012), interest at 0%,
no repayment terms - 763,000

Due Richard DeCicco (officer, director and 29% stockholder at December 31,
2012) and affiliates, interest at 0%, no repayment terms - 714,338

Convertible notes, interest at 7% (default rate of 14%), due August 27, 2012
to November 27, 2012 (in default) (A) - 150,000

Total - 2,022,338

Less current portion of debt - (545,000 )

Long term debt $ - $ 1,477,338

~~(A) $225,000 total face value of convertible notes outstanding at December 31, 2012 was convertible~~exercisable into ~~shares of the Company’s~~ICNB common stock at a price of ~~$0.50~~$2.50 per ~~share.~~

~~(B)~~ share, were to expire five years from date of issuance, and contained “down round” price protection.

The 13% promissory notes specify that the loan proceeds were for the purpose of purchasing containers of Danny DeVito’s Premium Limoncello and that the holder would have been repaid the principal from the receivablesdown round provision of the ~~sales~~above Warrants required a reduction in the exercise price if there were future issuances of common stock equivalents at a lower price than the $2.50 exercise price of the ~~Danny DeVito Premium Limoncello product~~Warrants. Accordingly, we recorded the $2,261,039 fair value of the Warrants at December 31, 2018 as ~~they were collected by~~a derivative liability. The $1,565,039 increase in the ~~Company.~~

fair value of the derivative liability from $696,000 at December 31, 2017 to $2,261,039 at December 31, 2018 was charged to expense from derivative liability.

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Iconic Brands, Inc. ~~and Subsidiary~~

~~(a development stage company)~~

Notes to Consolidated Financial Statements

~~March 31, 2013~~

Six months ended June 30, 2019 and 2018

(Unaudited)

~~Accrued interest payable on debt relating~~

Assumptions used to ~~Iconic Imports, Inc (included in current liabilities of discontinued operations in~~calculate the ~~accompanying consolidated balance sheets) consisted of:~~

March 31,
2013

December 31,
2012

Convertible note, interest at 7% $ - $ 69,877
Promissory note, interest at 20% - 70,080
Promissory notes, interest at 13% - 87,736
Convertible promissory notes, interest at 10% - 47,270

Total $ - $ 274,963

~~4. STOCKHOLDERS’ EQUITY~~

~~On June 10, 2009, pursuant to the terms~~fair value of the ~~Merger Agreement,~~Warrants at December 31, 2018 include (1) stock price of $0.95 per share, (2) exercise prices from $0.625 to $2.50 per share, (3) terms ranging from 2.25 years to 4.5 years, (4) expected volatility of 148%, and (5) risk free interest rates range from 2.46% to 2.51%.

Effective January 1, 2019 (see Note 2), the Company ~~issued~~adopted ASU 2017-11 and reduced the $2,261,039 derivative liability on warrants at December 31, 2018 to ~~the designees~~$0 and recognized a $2,261,039 cumulative effect adjustment reduction of ~~Harbrew New York 27,352,301 shares of Common Stock at the Closing. Of this amount:~~

1)	~~24,909 shares were issued to Harbrew Florida stockholders,~~

2)	19,634,112 shares valued at $1,963,411 were issued to Company management and employees for services, including 15,972,359 shares to the Company’s Chief Executive Officer, 100,000 shares to the Company’s Chief Financial Officer, and 2,586,753 shares to Donald Chadwell,

3)	~~2,086,973 shares valued at $208,697 were issued to Danny DeVito and affiliates for services,~~

4)	~~4,606,307 shares were issued to noteholders in satisfaction of $2,125,625 of debt and $177,529 of accrued interest, and~~

5)	~~1,000,000 shares were issued to Capstone as part of the Termination Agreement.~~

~~Also, pursuant to the terms of the Merger Agreement, the Company issued~~ accumulated deficit.

1 ~~share of Series A~~ 1. CAPITAL STOCK

Preferred Stock ~~valued at $100,000 to the Company’s Chief Executive Officer for services and 916,603 shares of Series B Preferred Stock valued at $1,833,206 to Capstone as part of the Termination Agreement.~~

The one share of Series A Preferred Stock, which was issued to Richard DeCicco on June 10, 2009, entitles the holder to two votes for every share of Common Stock Deemed Outstanding and has no conversion or dividend rights.

The 1000 shares of Series C Preferred Stock, which were issued to Richard DeCicco on May 15, 2015 pursuant to the Securities Exchange Agreement (see Note 3) for the Company’s 51% investment in BiVi, entitled the holder in the event of a Sale (as defined) to receive out of the proceeds of such Sale (in whatever form, be it cash, securities, or other assets), a distribution from the Company equal to 76.93% of all such proceeds received by the Company prior to any distribution of such proceeds to all other classes of equity securities, including any series of preferred stock designated subsequent to this Series C Preferred Stock. Effective March 27, 2019, pursuant to a Preferred Stock Exchange Agreement, Mr. DeCicco exchanged the 1,000 shares of Series C Preferred Stock for 1,000,000 shares of Company common stock.

The 10 shares of Series D Preferred Stock, which were issued to Richard DeCicco and Roseann Faltings (5 shares each) on December 13, 2016 pursuant to the Securities Purchase Agreement (See Note 4) for the Company’s 51% investment in Bellissima, entitled the holders to convert each share of Series D Preferred Stock to the equivalent of 5.1% of the common stock issued and outstanding at the time of conversion. Effective March 27, 2019, pursuant to a Preferred Stock Exchange Agreement, Mr. DeCicco and Ms. Faltings exchanged the 10 shares of Series D Preferred Stock for 1,000,000 shares of Company common stock (500,000 shares each).

Effective May 21, 2018, the Company entered into a Share Purchase Agreement with the four investors who purchased 480,000 shares of common stock pursuant to a Securities Purchase Agreement dated October 27, 2017. The Exchange Agreement provided for the exchange of the 480,000 shares of common stock for 1,200,000 shares of Series E Preferred stock. Each share of ~~the~~ Series BE Preferred Stock ~~has a liquidation preference of $2.00 per share, has no voting rights, and~~ is convertible into ~~Common~~0.4 shares of common stock, is entitled to 0.4 votes on all matters to come before the common stockholders or shareholders generally, is entitled to dividends on an as-converted-to-common stock basis, is entitled to a distribution preference of $0.25 upon liquidation, and is not redeemable.

Also effective May 21, 2018, the Company sold a total of 1,200,000 shares of Series E Preferred Stock atand 480,000 warrants to the ~~lower~~four investors referred to in the preceding paragraph for $300,000 cash pursuant to an Amendment No. 1 to Securities Purchase Agreement.

Effective October 4, 2018, the Company closed on the first tranche of ~~(1) $2.00~~the Securities Purchase Agreement dated September 27, 2018 with nine (9) accredited investors for the sale of an aggregate of 4,650,000 shares of our Series E convertible preferred stock and warrants to acquire 1,860,000 shares of our common stock (at an exercise price of $1.25 per share ~~or, (2) the volume weighted average price per share (“VWAP”)~~ for ~~the 20 trading days immediately prior~~a period of five years) for gross proceeds of $1,162,500. The first tranche sale was for 1,550,000 shares of our Series E Preferred stock and warrants to the Conversion Date. The Series B Preferred Stock has been classified as a liability (pursuant to ASC 480-10-25-14(a)) since it embodies a conditional obligation that the Company may settle by issuing a variable numberacquire 620,000 shares of ~~equity shares and the monetary value~~our common stock for gross proceeds of ~~the obligation is based on a fixed monetary amount known at inception.~~

$387,500.

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Iconic Brands, Inc. ~~and Subsidiary~~

~~(a development stage company)~~

Notes to Consolidated Financial Statements

Six months ended June 30, 2019 and 2018

(Unaudited)

As a condition to the closing at the first tranche, the Company entered into Securities Exchange Agreements with holders of convertible notes totaling $519,499 who exchanged their convertible notes for an aggregate of 2,077,994 shares of our Series E Preferred stock plus warrants to acquire 831,198 shares of our common stock. Also, holders of convertible notes totaling $76,569 exchanged their notes for an aggregate of 122,510 shares of our common stock and holders of convertible notes totaling $90,296 were paid off with cash.

On November 30, 2018 and December 20, 2018, the Company received two payments of $71,875 and $71,875 respectively (totaling $143,750) in exchange for 287,500 and 287,500 shares of Series E Preferred Stock (totaling 575,000 shares) respectively at $0.25 per share. These payments represented advance payments in connection with the second tranche of the Securities Purchase Agreement dated September 27, 2018 which closed February 7, 2019.

Effective February 7, 2019, the Company closed on the second tranche of the Securities Purchase Agreement dated September 27, 2018. The Company received the remaining $243,750 (of the $387,500 total second tranche proceeds) and issued the investors the remaining total of 975,000 shares of Series E Preferred Stock (of the 1,550,000 total second tranche shares) and warrants to acquire 620,000 shares of our common stock.

On February 12, 2019 and March ~~31, 2013~~

~~(Unaudited)~~

18, 2019, the Company received two payments of $71,880 and $25,000 respectively (totaling $96,880) in exchange for 287,520 and 100,000 shares of Series E Preferred Stock (totaling 387,520 shares) respectively at $0.25 per share. These payments represent advance payments in connection with the third tranche of the Securities Purchase Agreement dated September 27, 2018. The third tranche of $387,500 is expected to occur when certain closing conditions are satisfied.

On ~~January 18, 2011,~~April 25, 2019 and June 4, 2019, the Company received payments of $71,875 and $96,875 respectively (totaling $168,750) in exchange for 287,500 and 387,500 shares of Series E Preferred Stock (totaling 675,000 shares) respectively at $0.25 per share. These payments represent advance payments in connection with the third tranche of the Securities Purchase Agreement dated September 27, 2018. The third tranche of $387,500 is expected to occur when certain closing conditions are satisfied.

On April 23, 2019, a stockholder converted 673,398 shares of Series E Preferred Stock into 269,359 shares of Iconic common stock.

On May 17, 2019, a stockholder converted 800,000 shares of Series E Preferred Stock into 320,000 shares of Iconic common stock.

Common Stock

On March 28, 2017, the Company executed a Settlement Agreement and Release (the “Settlement Agreement”) with 4 holders of convertible notes payable. Notes payable and accrued interest totaling $892,721 were satisfied through the Company’s agreement to irrevocably reserve a total of 1,931,707 shares of its common stock and to deliver such shares in separate tranches to the Escrow Agent upon receipt of a conversion notice delivered by the Escrow Agent to the Company.

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Iconic Brands, Inc.

Notes to Consolidated Financial Statements

Six months ended June 30, 2019 and 2018

(Unaudited)

On May 5, 2017, the Company executed an Amended Settlement Agreement and Release (the “Amended Settlement Agreement”) replacing the Settlement Agreement and Release dated March 28, 2017 (see preceding paragraph). The Amended Settlement Agreement is with 5 holders of convertible notes payable (the 4 holders who were parties to the Settlement Agreement and Release dated March 28, 2017 and one additional holder) and provided for the satisfaction of notes payable and accrued interest totaling $1,099,094 (a $206,373 increase from the $892,721 amount per the Settlement Agreement and Release dated March 28, 2017) through the Company’s agreement to irrevocably reserve a total of 2,452,000 shares of its common stock (a 520,293 shares increase from the 1,931,707 shares per the Settlement Agreement and Release dated March 28, 2017) and deliver such shares in separate tranches to the Escrow Agent upon receipt of a conversion notice delivered by the Escrow Agent to the Company.

In the quarterly period ended June 30, 2017, the Company issued ~~1,842,105~~an aggregate of 284,777 shares of its common stock to the Escrow Agent pursuant to the Amended Settlement Agreement. In the quarterly period ended September 30, 2017, the Company issued an aggregate of 253,333 shares of its common stock to the Escrow Agent pursuant to the Amended Settlement Agreement.

From September 2017 to November 2017, pursuant to a Securities Purchase Agreement dated October 27, 2017 (the “SPA”), the Company issued a total of 480,000 shares of its common stock and 480,000 warrants to four investors for a total of $300,000 cash. The Warrants are exercisable into ICNB common stock at a price of $2.50 per share, expire five years from date of issuance, and contain “down round” price protection (see Note 10).

On January 2, 2018, the Company issued 103,447 shares of its common stock to the Escrow Agent pursuant to the Amended Settlement Agreement.

On January 19, 2018, the Company issued 216,127 shares of its common stock to the Escrow Agent pursuant to the Amended Settlement Agreement.

On March 14, 2018, the Company issued 126,667 shares of its common stock to the Escrow Agent pursuant to the Amended Settlement Agreement.

On April 5, 2018, the Company issued 172,000 shares of its common stock to the Escrow Agent pursuant to the Amended Settlement Agreement.

On April 9, 2018, the Company issued 280,296 shares of its common stock to the Escrow Agent pursuant to the Amended Settlement Agreement.

On April 12, 2018, the Company issued 481,151 shares of its common stock to the Escrow Agent pursuant to the Amended Settlement Agreement.

On August 14, 2018, the Company issued 51,938 shares of its common stock in settlement of convertible notes payable and accrued interest payable totaling $32,461.

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Iconic Brands, Inc.

Notes to Consolidated Financial Statements

Six months ended June 30, 2019 and 2018

(Unaudited)

On September 7, 2018, the Company issued 70,572 shares of its common stock in settlement of convertible notes payable and accrued interest payable totaling $44,108.

Effective May 21, 2018, the Company entered into a Share Purchase Agreement with the four investors who purchased 480,000 shares of common stock pursuant to a Securities Purchase Agreement dated October 27, 2017. The Exchange Agreement provided for the exchange of the 480,000 shares of common stock for 1,200,000 shares of Series E Preferred stock. Each share of Series E Preferred Stock is convertible into 0.4 shares of common stock, is entitled to 0.4 votes on all matters to come before the common stockholders or shareholders generally, is entitled to dividends on an as-converted-to-common stock basis, is entitled to a distribution preference of $0.25 upon liquidation, and is not redeemable.

On January 16, 2019, the Company issued 436,125 shares of its common stock to the Escrow Agent pursuant to the Amended Settlement Agreement.

On January 24, 2019, the Company issued 98,078 shares of its common stock to the Escrow Agent pursuant to the Amended Settlement Agreement. This issuance completed the Company’s obligation to deliver shares of our common stock to the Escrow Agent.

On February 7, 2019, the Company agreed to issue 120,000 shares of its common stock (issued April 18, 2019) and a $50,000 note payable due December 31, 2019 to a former Bellissima consultant pursuant to a Settlement and Release Agreement. The $141,200 total fair value of the note ($50,000) and the 120,000 shares of common stock ($91,200) was expensed as consulting fees in the three months ended June 30, 2019.

On March 15, 2019, the Company agreed to issue 150,000 shares of its common stock (issued April 8, 2019) to a consulting firm entity pursuant to a Business Development Agreement. The $199,500 fair value of the 150,000 shares of common stock was expensed as consulting fees in the three months ended June 30, 2019.

On March 27, 2019, the Company issued 1,000,000 shares of its common stock to Chief Executive Officer Richard DeCicco in exchange for the surrender of the 1,000 shares of Series C Preferred Stock owned by Mr. DeCicco.

On March 27, 2019, the Company issued a total of 1,000,000 shares of its common stock (500,000 shares to Chief Executive Officer Richard DeCicco; 500,000 shares to Vice President Roseann Faltings) in exchange for the surrender of the 5 shares each of Series D Preferred Stock owned by Mr. DeCicco and Ms. Faltings.

Effective April 15, 2019 the Company issued 50,000 shares of its common stock to a consulting firm entity pursuant to a Consulting Agreement. The $95,000 fair value of the 50,000 shares of Iconic common stock to Asher Enterprises, Inc. (“Asher”) pursuant to Asher’s Notice of Conversion to convert $3,500 debt at a price of $0.0019 per share, resulting in the reduction of debt due to Asher from $60,000 to $56,500.

~~Of the 54,361,412 shares of common stock issued and committed to be issued at March 31, 2013 and December 31, 2012, 4,806,350 shares were committed to be issued but not yet issued,~~was expensed as ~~follows:~~

	~~Number of Shares~~
April 19, 2010 satisfaction of $455,635 debt in exchange for Company commitment to issue to the respective 5 creditors a total of 4,556,350 shares of its common stock and 4,556,350 three year warrants exercisable at $0.20 per share		~~4,556,350~~

April 19, 2010 commitment to issue 250,000 shares of its common stock to a noteholder in consideration of the noteholder’s extension of the due date from March 31, 2010 to May 31, 2010 of a $110,000 promissory note		~~250,000~~

~~Total~~		~~4,806,350~~

~~5. INCOME TAXES~~

~~No provision for income taxes was recorded~~consulting fees in the three months ended June 30, 2019.

On April 23, 2019, a stockholder converted 673,398 shares of Series E Preferred Stock into 269,359 shares of Iconic common stock.

On May 8, 2019, Iconic executed Warrant Exercise Agreements with four holders of Company warrants. The holders exercised a total of 960,000 warrants at an agreed price of $0.32 per share and paid the Company a total of $307,200. Pursuant to the Warrant Exercise Agreements, the holders were issued a total of 1,920,000 New Warrants which are exercisable into Company common stock at a price of $2.25 per share for a period of five years.

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Iconic Brands, Inc.

Notes to Consolidated Financial Statements

Six months ended June 30, 2019 and 2018

(Unaudited)

On May 9, 2019, Iconic closed on a Share Exchange Agreement (the “Agreement”) with Green Grow Farms, Inc. (“Green Grow”) and NY Farms Group Inc. (“NY Farms”). Pursuant to the Agreement, Iconic acquired a 51% equity interest in Green Grow in exchange for (i) cash consideration of $200,000 (which was paid on July 24, 2019), and (ii) 2,000,000 shares of Company common stock. In addition, the Company has agreed to issue up to an additional 6,000,000 shares based upon gross revenues reached by Green Grow (at a rate of 120,000 shares per $1,000,000 of gross revenues up to a maximum of $50,000,000) within 36 months of the Closing. The $1,450,000 total consideration (i.e., the $200,000 note payable plus the $1,250,000 fair value of the 2,000,000 shares of Iconic common stock) of the acquisition over the $0 identifiable net assets of Green Grow at May9, 2019 has been recognized as goodwill (see Note 6).

On May 17, 2019, a stockholder converted 800,000 shares of Series E Preferred Stock into 320,000 shares of Iconic common stock.

Effective May 23, 2019, the Company issued 250,000 shares of its common stock to a consulting firm entity pursuant to a Consulting Agreement. The $390,000 fair value of the 250,000 shares of Iconic common stock was expensed as consulting fees in the three months ended June 30, 2019.

Warrants

A summary of warrants activity for the period January 1, 2017 to June 30, 2019 follows:

Common shares Equivalent
Balance, January 1, 2017
-
Issued in year ended December 31, 2017
534,000
Balance, December 31, 2017
534,000
Issued in year ended December 31, 2018
2,361,198
Balance, December 31, 2018
2,895,198
Issued in the three months ended March 31, 2019
620,000
Balance, March 31, 2019
3,515,198
Exercise of warrants in connection with Warrant
Exercise Agreements dated May 8, 2019
(960,000 )
Issuance of New Warrants in connection with
Warrant Exercise Agreements dated May 8, 2019
1,920,000
Balance, June 30, 2019
4,475,198

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Iconic Brands, Inc.

Notes to Consolidated Financial Statements

Six months ended June 30, 2019 and 2018

(Unaudited)

Issued and outstanding warrants at June 30, 2019 consist of:

Year Granted	Number Common Shares Equivalent		Exercise Price Per Share		Consist of Expiration Date
2017		54,000	$	2.50	June 22, 2022 to June 30, 2022
2018		400,000	$	0.625	March 28, 2021
2018		30,000	$	2.50	May 21, 2023
2018		831,198	$	1.25	September 20, 2023
2018		620,000	$	1.25	September 20, 2023
2019		620,000	$	1.25	February 7, 2024
2019		1,920,000	$	2.25	May 8,2024

Total		4,475,198

* - Substantially all of the warrants will be repriced to $0.625 per share as a result of the Series F Preferred Stock financing, which closed on August 2, 2019 (see Note 14).

In connection with the Company’s issuance of a total of $135,019 convertible notes payable in the three months ended June 30, 2017, the Company issued a total of 54,000 Common Stock Purchase Warrants (the ‘Warrants”) to the respective lenders. The Warrants are exercisable into ICNB common stock at a price of $2.50 per share and expire at dates ranging from June 22, 2022 to June 30, 2022.

As discussed in Note 9, the Company issued a total of 480,000 warrants to four investors from September 2017 to November 2017. The Warrants were exercisable into ICNB common stock at a price of $2.50 per share and were to expire five years from date of issuance.

Effective March ~~31, 2013~~28, 2018, the Company issued 400,000 warrants to a lawyer for services rendered. The warrants are exercisable into ICNB common stock at a price of $0.625 per share and ~~2012~~expire three years from date of issuance. The $250,000 fair value of the warrants was expensed in the three months ended June 30, 2018.

Effective May 21, 2018, the Company issued 30,000 warrants to a law firm for services rendered. The warrants are exercisable into ICNB common stock at a price of $2.50 per share and expire five years from date of issuance. The $23,250 fair value of the warrants was expensed in the three months ended June 30, 2018.

As discussed in Preferred Stock above, the Company issued a total of 480,000 warrants to four investors effective May 21, 2018 in connection with the sale of 1,200,000 shares of Series E Preferred stock for $300,000 cash. These warrants were exercisable into ICNB common stock at a price of $2.50 per share and were to expire five years from date of issuance.

Effective October 4, 2018, the remaining debt (see Note 8) and accrued interest thereon was satisfied through (1) the issuance of a total of 2,077,994 shares of our Series E convertible preferred stock (which are convertible into a total of 831,198 shares of common stock) plus warrants to acquire 831,198 shares of our common stock (for $519,499 debt and accrued interest), (2) the issuance of a total of 122,510 shares of our common stock (for $76,569 debt and accrued interest), and (3) cash (for $90,296 debt and accrued interest).

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Iconic Brands, Inc.

Notes to Consolidated Financial Statements

Six months ended June 30, 2019 and 2018

(Unaudited)

Effective October 4, 2018, the Company closed on the first tranche of the Securities Purchase Agreement dated September 27, 2018 with nine (9) accredited investors for the sale of an aggregate of 4,650,000 shares of our Series E convertible preferred stock and warrants to acquire 1,860,000 shares of our common stock (at an exercise price of $1.25 per share for a period of five years) for gross proceeds of $1,162,500. The first tranche sale was for 1,550,000 shares of our Series E convertible preferred stock and warrants to acquire 620,000 shares of our common stock for gross proceeds of $387,500. The second tranche of $387,500 closed on February 7, 2019 and also was for 1,550,000 shares of our Series E convertible preferred stock and warrants to acquire 620,000 shares of our common stock.

On May 8, 2019, Iconic executed Warrant Exercise Agreements with four holders of Company warrants. The holders exercised a total of 960,000 warrants (which were acquired from September 2017 to November 2017 and on May 21, 2018) at an agreed price of $0.32 per share and paid the Company a total of $307,200. Pursuant to the Warrant Exercise Agreements, the holders were issued a total of 1,920,000 New Warrants which are exercisable into Company common stock at a price of $2.25 per share for a period of five years.

12. INCOME TAXES

No income taxes were recorded in the periods presented since the Company ~~incurred net~~had taxable losses in these periods.

The provision for (benefit from) income taxes differs from the amount computed by applying the statutory United States federal income tax rate of 21% for the periods presented to income (loss) before income taxes. The sources of the difference are as follows:

	Six months ended June 30,
	2019			2018
Expected tax at 21%	$	(369,992	)	$	(163,413	)
Nondeductible stock-based compensation		162,897			-
Nondeductible expense (nontaxable income) from derivative liability		-			(85,228	)
Nondeductible amortization of debt discount		-			21,359
Increase (decrease) in valuation allowance		207,095			227,282

Income tax provision	$	-		$	-

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Iconic Brands, Inc.

Notes to Consolidated Financial Statements

Six months ended June 30, 2019 and 2018

(Unaudited)

Significant components of the Company’s deferred income tax assets are as follows:

June 30,
2019

December 31,
2018

Net operating loss carry forward

$ 3,965,503

$ 3,758,408

Less valuation allowance

(3,965,503 )

(3,758,408 )

Deferred income tax assets - net

$ -

$ -

Based on management’s present assessment, the Company has not yet determined ~~it to be more likely than not~~ that a deferred tax asset attributable to the future utilization of the net operating loss carryforward as of ~~March 31, 2013~~June 30, 2019 will be realized. Accordingly, the Company has maintained a 100% valuation allowance against the deferred tax asset in the ~~consolidated~~ financial statements at ~~March 31, 2013.~~June 30, 2019. The Company will continue to review this valuation allowance and make adjustments as appropriate.

Current United States income tax laws limit the amount of loss available to be offset against future taxable income when a substantial change in ownership occurs. Therefore, the amount available to offset future taxable income may be limited.

All tax years remain subject to examination by major taxing jurisdictions.

13. COMMITMENTS AND CONTINGENCIES

a. Iconic Guarantees

On May 26, 2015, BiVi LLC (“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. Iconic 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 LLC (“Bellissima”) 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. Iconic 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. Also, Brinkley was granted a 24 month option to purchase 1% of the outstanding shares of Iconic common stock on a fully diluted basis (as of the date of Brinkley’s exercise of the option) at an exercise price of $0.001 per share.

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Iconic Brands, Inc. ~~and Subsidiary~~

~~(a development stage company)~~

Notes to Consolidated Financial Statements

~~March~~

Six months ended June 30, 2019 and 2018

(Unaudited)

b. Royalty Obligations of BiVi and Bellissima

Pursuant to the License Agreement with the Bivi Licensor (see Note 13a. 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.

Pursuant to the License Agreement and Amendment No. 1 to the License Agreement effective June 30, 2017 with the Bellissima Licensor (see Note 13a. 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.

c. Brand Licensing Agreement relating to Hooters Marks

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

The Initial Term of the Agreement is from July 23, 2018 through December 31, ~~2013~~

~~(Unaudited)~~

2020. Provided that United is not in breach of any terms of the Agreement, United may extend the Term for an additional 3 years through December 31, 2023.

The ~~cumulative tax effect~~Agreement provides for United’s payment of Royalty Fees (payable quarterly) to the Licensor equal to 6% of the net sales of the licensed products subject to a minimum royalty fee of $65,000 for Agreement year 1 (ending December 31, 2018), $255,000 for Agreement year 2, $315,000 for Agreement year 3 and 4, $360,000 for Agreement year 5, and $420,000 for Agreement year 6.

The Agreement also provided for United’s payment of an advance payment of $30,000 to the Licensor to be credited towards royalty fees payable to Licensor. On September 6, 2018, the $30,000 advance payment was paid to the Licensor. The Agreement also provides for United’s payment of a marketing contribution equal to 2% of the prior year’s net sales of the Licensed Products. If United fails to spend the required marketing contribution in any calendar year, the deficiency will be paid to Licensor.

For the three and six months ended June 30, 2019, royalties expense under this Agreement was $63,750 and $127,500, respectively (equal to 25% and 50%, respectively, of the year 2019 minimum royalty fee).

d. Distribution Agreements

On May 1, 2015, BiVi entered into a Distribution Agreement with United Spirits, Inc. (“United”) for United to distribute and wholesale BiVi’s product and to act as the licensed importer and wholesaler. The Distribution Agreement provides United the exclusive right for a term of ten years to sell BiVi’s product for an agreed distribution fee equal to $1.00 per case of product sold. United is owned and managed by Richard DeCicco, the controlling shareholder and chief executive officer of Iconic.

In November 2015, Bellissima and United agreed to have United distribute and wholesale Bellissima’s Products under the same terms contained in the Distribution Agreement with BiVi described in the preceding paragraph.

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Iconic Brands, Inc.

Notes to Consolidated Financial Statements

Six months ended June 30, 2019 and 2018

(Unaudited)

e. Compensation Arrangements

Effective April 1, 2018, the Company executed Employment Agreements with its Chief Executive Officer Richard DeCicco (“DeCicco”) and its Vice President of Sales and Marketing Roseann Faltings (“Faltings”). Both agreements have a term of 24 months (to June 30, 2020). The DeCicco Employment Agreement provides for a base salary at the ~~expected~~ rate of ~~34%~~$265,000 per annum and a compensation stock award of ~~significant items comprising our net deferred tax amount is as follows:~~

March 31,
2013

March 31,
2012

Federal income tax benefit attributable to:
Net operating loss carryover $ 3,798,051 $ 5,556,669
Less: variation allowance $ 3,798,051 $ 5,556,669
Net provision for Federal income taxes $ 0 $ 0

300,000 shares of Iconic common stock issuable upon the effective date of the planned reverse stock split. The ~~Company reviews tax positions taken to determine if it is more likely than not that~~Faltings Employment Agreement provides for a base salary at the ~~position would be sustained~~rate of $150,000 per annum and a compensation stock award of 100,000 shares of Iconic common stock issuable upon examination resulting in an uncertain tax position. The Company did not have any material unrecognized tax benefit at March 31, 2013. The Company recognizes interest accrued and penalties related to unrecognized tax benefits in tax expense. Duringthe effective date of the planned reverse stock split. For the year ended December 31, ~~2012,~~2018, we accrued a total of $311,250 officers compensation pursuant to these two Employment Agreements. In 2018, the accrued compensation was allocated 50% to Iconic ($155,625), 40% to Bellissima ($124,500), and 10% to BiVi ($31,125). For the six months ended June 30, 2019, we accrued a total of $207,500 officers compensation pursuant to these two Employment Agreements which was allocated 50% to Iconic ($103,750), 40% to Bellissima ($83,000), and 10% to BiVi ($20,750).

Prior to April 1, 2018, the Company ~~recognized no interest~~used the services of its chief executive officer Richard DeCicco and ~~penalties.~~

its assistant secretary Roseann Faltings under informal compensation arrangements (without any employment agreements).

As of June 30, 2019 and December 31, 2018, accrued officers compensation was $1,018,750 and $811,250, respectively.

f. Lease Agreements

On March 27, 2018, United Spirits, Inc. executed a lease extension for the Company’s office and warehouse space in North Amityville New York. The ~~Company is subject~~extension has a term of three years from February 1, 2018 to ~~income tax~~January 31, 2021 and provides for monthly rent of $4,478.

At June 30, 2019, the future minimum lease payments under this non-cancellable operating lease were:

Year ending December 31, 2019

$ 26,868

Year ending December 31, 2020

53,736

Year ending December 31, 2021

4,478

Total

$ 85,082

The operating lease liability of $78,387 at June 30, 2019 as presented in the ~~U.S., and certain state jurisdictions. The Company has not been audited by~~Consolidated Balance Sheet represents the U.S. Internal Revenue Service, or any states in connection with income taxes. The periods from December 31, 2004 to December 31, 2012 remain open to examination by the U.S. Internal Revenue Service, and state authorities. In addition, federal and state tax authorities can generally reducediscounted (at our ~~net operating loss (but not create taxable income) for a period outside~~10% estimated incremental borrowing rate) value of the ~~statue~~future lease payments of ~~limitations~~$85,082 at June 30, 2019.

Green Grow signed a Sublease Agreement and Operating Agreement with Romanski Farms, Inc. to use certain real property in ~~order~~Baiting Hollow, New York to ~~determine~~plant and grow hemp for CBD extraction. The lease has a term of one year and provides for monthly rent of $1,133 to be paid by Green Grow.

g. Major customers.

For the ~~correct amount of net operating loss which may be allowed as a deduction against income for a period within the statue of limitations. The Company has not filed its 2011 tax return.~~

~~6. COMMITMENTS AND CONTINGENCIES~~

~~Litigation~~

The Company is party to a variety of legal proceedings brought by suppliers and creditors. We accrue for these items as losses become probable and can be reasonably estimated. Most of the amounts sought have already been provided for through previous charges to operations and were included in Company liabilities at December 31, 2012.

Most of the amounts sought relate to our subsidiary Iconic Imports, Inc. (“Imports”). We believe that those claims applicable to Imports have been discharged as a result of the closure of Imports’ Petition for Relief under Chapter 7 of the United States Bankruptcy Code on March 13, 2013 (see Notes 1 and 8). As a result, we have reversed those loss accruals (as well as all other liabilities) applicable to Imports (and recognized a Gain from United States Bankruptcy Court Discharge of Indebtedness of $5,366,639) in the threesix months ended ~~March 31, 2013.~~

June 30, 2019, three customers accounted for 21%, 21% and 14%, respectively of sales.

-26-
Table of Contents

Iconic Brands, Inc. ~~and Subsidiary~~

~~(a development stage company)~~

Notes to Consolidated Financial Statements

~~March 31, 2013~~

~~(Unaudited)~~

~~7. STOCK OPTIONS AND WARRANTS~~

~~A summary of stock option~~

Six months ended June 30, 2019 and ~~warrant activity~~2018

(Unaudited)

14. SUBSEQUENT EVENTS

On July 18, 2019, Iconic entered into Securities Purchase Agreements with certain accredited investors (the “Investors”) for the sale of an aggregate of 3,125 shares of newly designated Series F Convertible Preferred Stock plus 5,000,000 warrants at a price of $1,000 per share of Series F Convertible Preferred Stock or for a total of $3,125,000 (which was collected in full from July 18, 2019 to August 2, 2019). On August 2, 2019, Iconic paid $322,500 in commissions and expenses to the placement agent of this offering. Each share of Series F Convertible Preferred Stock has a stated value of $1,000, is convertible into 1,600 shares of common stock (subject to adjustment under certain circumstances), has no voting rights, is entitled to dividends on an as-converted-to common stock basis, is entitled to a distribution preference of $1,000 upon liquidation, and is not redeemable. Each warrant is exercisable into one share of common stock at an exercise price of $0.625 per share (subject to adjustment under certain circumstances) for a period of five years ~~ended~~from the date of issuance.

We also entered into separate Registration Rights Agreements with the Investors, pursuant to which the Company agreed to undertake to file a registration statement to register the resale of the shares underlying the Series F Convertible Preferred Stock and Warrants within thirty (30) days following the closing date (the “Filing Date”), to cause such registration statement to be declared effective within 60 days following the earlier of (i) the date that the registration statement is filed with the Securities and Exchange Commission and (ii) the Filing Date, and to maintain the effectiveness of the registration statement until all of such shares of Common Stock have been sold or are otherwise able to be sold pursuant to Rule 144 under the Securities Act, without any restrictions. If we fail to file the registration statement or have it declared effective by the dates set forth above, among other things, the Company is obligated to pay the Investors liquidated damages in the amount of 1% of their subscription amount, per month, until such events are satisfied.

Concurrently with the closing of the financing transaction described above, we entered into Securities Exchange Agreements with certain holders of our Series E Convertible Preferred Stock to exchange their Series E Convertible Preferred Stock for an aggregate of 1,090 shares of our Series F Convertible Preferred Stock. After the exchanges, 1,125,000 shares of our Series E Convertible Preferred Stock will be outstanding.

On July 26, 2019, our 51% owned subsidiary Green Grow Farms Inc (“Green Grow”) entered into a Sublease Agreement and a Contract Farming Agreement with a third party entity (the “Farmer”) to use 5 acres of property located in Riverhead, New York to plant and grow hemp for CBD Extraction. The lease has a term of five months and provides for monthly rent of $3,000 to be paid by Green Grow. The Contract Farming Agreement has a term ending December 31, ~~2011~~2019 and ~~2012 and~~provides for Green Grow payments to the ~~three months ended March 31, 2013 follows:~~

Stock
Options Warrants

Outstanding at December 31, 2010 1,300,000 20,722,184

Granted and Issued - -
Exercised - -
Forfeited/expired/cancelled (300,000 ) (1,400,000 )

Outstanding at December 31, 2011 1,000,000 19,322,184

Granted and issued - -
Exercised - -
Forfeited/expired/cancelled - (5,162,500 )

Outstanding at December 31, 2012 1,000,000 14,159,684

Granted and issued - -
Exercised - -
Forfeited/expired/cancelled - (385,000 )

Outstanding at March 31, 2013 1,000,000 13,774,684

~~Stock options outstanding at March 31, 2013 consist of:~~

Date Number Number Exercise Expiration
Granted Outstanding Exercisable Price Date

January 1, 2008 1,000,000 - $ 0.10 (a) June 30, 2013

Total 1,000,000 -

~~(a) Estimated since exercise price is to be determined~~Farmer of per acre fees based on ~~future stock price.~~

~~The aggregate intrinsic value~~the potency of the ~~1,000,000 fully vested stock options at March 31, 2013 is $0.~~

~~Iconic Brands, Inc. and Subsidiary~~

~~(a development stage company)~~

~~Notes to Consolidated Financial Statements~~

~~March 31, 2013~~

~~(Unaudited)~~

~~Warrants outstanding at March 31, 2013 consist of:~~

Date Number Number Exercise Expiration
Issued Outstanding Exercisable Price Date
June 10, 2008 27,500 27,500 $ 1.00 June 10, 2013
June 10, 2008 27,500 27,500 $ 1.50 June 10, 2013
June 10, 2008 25,000 25,000 $ 1.00 December 10, 2013
June 10, 2008 25,000 25,000 $ 1.50 December 10, 2013
June 11, 2008 30,000 30,000 $ 1.00 December 11, 2013
June 11, 2008 30,000 30,000 $ 1.50 December 11, 2013
July 2, 2008 110,000 110,000 $ 1.00 January 2, 2014
July 2, 2008 110,000 110,000 $ 1.50 January 2, 2014
July 23, 2008 50,000 50,000 $ 1.00 January 23, 2014
July 23, 2008 50,000 50,000 $ 1.50 January 23, 2014
August 11, 2008 1,000,000 1,000,000 $ 1.00 August 11, 2013
August 12, 2009 400,000 400,000 $ 1.00 August 12, 2014
August 12, 2009 533,334 533,334 $ 1.50 August 12, 2014
August 19, 2009 1,000,000 1,000,000 $ 0.01 August 19, 2014
August 19, 2009 1,000,000 1,000,000 $ 1.00 August 19, 2014
September 14, 2009 200,000 200,000 $ 1.00 September 14, 2014
September 14, 2009 200,000 200,000 $ 1.50 September 14, 2014
January 6, 2010 100,000 100,000 $ 0.22 January 6, 2015
January 13, 2010 100,000 100,000 $ 0.23 January 13, 2015
February 8, 2010 500,000 500,000 $ 1.00 February 8, 2015
February 8, 2010 500,000 500,000 $ 1.50 February 8, 2015
March 16, 2010 2,000,000 2,000,000 $ 0.25 March 16, 2015
April 15, 2010 1,200,000 1,200,000 $ 0.20 April 15, 2013
April 19, 2010 4,556,350 4,556,350 $ 0.20 April 19, 2013

Total 13,774,684 13,774,684

~~8. DISCONTINUED OPERATIONS~~

On September 14, 2010 (see Note 1), the Company ceased operations of the Company’s wholly owned subsidiary Iconic Imports. Accordingly, the assets and liabilities and operations of Iconic Imports, Inc. have been presented as discontinued operations in the accompanying consolidated financial statements for the periods presented.

~~Iconic Brands, Inc. and Subsidiary~~

~~(a development stage company)~~

~~Notes to Consolidated Financial Statements~~

~~March 31, 2013~~

~~(Unaudited)~~

~~For the three months ended March 31, 2013 and 2012, income (loss) from discontinued operations consisted of:~~

2013 2012
Revenues $ - $ -

Cost of goods sold - -

Gross profit - -

Selling, general and administrative expenses - -

Operating income - -

Gain from United States Bankruptcy Court discharge of indebtedness 5,366,639 -

Interest expense (including amortization of debt discounts of $0 and $3,143, respectively) (13,138 ) (19,746 )

Income (loss) before income tax provision 5,353,501 (19,746 )

Income tax provision - -

Income (loss) from discontinued operations $ 5,353,501 $ (19,746 )

~~Iconic Brands, Inc. and Subsidiary~~

~~(a development stage company)~~

~~Notes to Consolidated Financial Statements~~

~~March 31, 2013~~

~~(Unaudited)~~

~~The assets and liabilities of Iconic Imports at March 31, 2013 and December 31, 2012 consisted of:~~

2013 2012
Assets
Current assets $ - $ -

Total assets $ - $ -

Liabilities
Current portion of debt $ - $ 545,000
Accounts payable - 1,219,768
Accrued interest payable - 274,963
Other accrued expenses and other current liabilities - 1,651,092
Current liabilities - 3,690,823
Long – term debt - 1,477,338
Total liabilities - 5,168,161

Net liabilities $ - $ (5,168,161 )

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

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

Large accelerated filer	o ¨	Accelerated filer	o ¨
Non-accelerated filer	o x	Smaller reporting company	x
~~(Do not check if a smaller reporting company)~~		Emerging growth company	¨

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

PART I – FINANCIAL INFORMATION		~~Financial Statements~~		3
~~Item 2.~~
ITEM 1	Financial Statements		4

ITEM 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations		19 28
~~Item 3.~~
ITEM 3	Quantitative and Qualitative Disclosures About Market Risk		21 38
~~Item 4.~~
ITEM 4	Controls and Procedures		21 36

PART II – ~~Other Information~~OTHER INFORMATION

~~Item 1.~~ ITEM 1	Legal Proceedings		22 37
~~Item 1A.~~	~~Risk Factors~~		22
~~Item 2.~~ ITEM 1A	Risk Factors		37

ITEM 2	Unregistered Sales of Equity Securities and Use of Proceeds		22 37
~~Item 3.~~
ITEM 3	Defaults Upon Senior Securities		22 37

ITEM 4	Mine Safety Disclosures		37

ITEM 5	Other Information		37

ITEM 6	Exhibits		38

Signatures			39

Certifications


~~Item 4.~~-2-	~~Mine Safety Disclosures~~	22

~~Item 5.~~	~~Other Information~~	22

~~Nevada~~		~~13-4362274~~ ICONIC BRANDS, INC.
(Exact name of registrant as specified in its charter)

	March 31,			December 31,
	2013			2012
	(Unaudited)
Assets

Current assets:
Cash and cash equivalents	$	-		$	-
Current assets of discontinued operations (see Note 8)		-			-

Total current assets		-			-

Total assets	$	-		$	-

Liabilities and Stockholders' Deficiency

Current liabilities:
Current portion of debt	$	259,304		$	294,040
Accounts payable		91,637			92,009
Accrued interest on Iconic Brands, Inc. debt		30,379			77,233
Current liabilities of discontinued operations (see Note 8)		-			3,690,823

Total current liabilities		381,320			4,154,105

Long term debt		-			71,869

Long term debt of discontinued operations (see Note 8)		-			1,477,338

Series B preferred stock, $2.00 per share stated value; designated 1,000,000 shares,
issued and outstanding 916,603 and 916,603 shares, respectively		1,833,206			1,833,206

Total liabilities		2,214,526			7,536,518

Stockholders' deficiency:
Preferred stock, $.00001 par value; authorized 100,000,000 shares,
Series A, designated 1 share, issued and outstanding 1 and 1 shares, respectively		1			1
Common stock, $.00001 par value; authorized 100,000,000 shares,
issued and committed to be issued and outstanding 54,361,412 and 54,361,412 shares, respectively		544			544
Additional paid-in capital		8,955,666			8,955,666
Accumulated deficit prior to development stage period		(16,124,330	)		(16,124,330	)
Retained earnings (accumulated losses) during the development stage period January 1, 2011 to March 31, 2013		4,953,593			(368,399	)

Total stockholders' deficiency		(2,214,526	)		(7,536,518	)

Total liabilities and stockholders' deficiency	$	-		$	-

	Three Months Ended March 31,						Development Stage Period January 1, 2011 to March 31,
	2013			2012			2013

Sales	$	-		$	-		$	-

Expenses:
Professional fees		21,500			-			99,620
Other general and administrative expenses (including stock-based compensation of $0, $4,535 and $36,282, respectively)		-			2,881			42,629
Interest expense on Iconic Brands, Inc. debt (including amortization of debt discounts of $3,490, $4,122 and $36,466, respectively)		10,009			11,509			101,514

Total expenses		31,509			14,390			243,763

Loss from continuing operations		(31,509	)		(14,390	)		(243,763	)

Income (loss) from discontinued operations (see Note 8)		5,353,501			(19,746	)		5,197,356

Net income (loss)	$	5,321,992		$	(34,136	)	$	4,953,593

Basic income (loss) per common share:
Continuing operations	$	(0.00	)	$	(0.00	)
Discontinued operations		0.10			(0.00	)
Total	$	0.10		$	(0.00	)

Diluted income (loss) per common share:
Continuing operations	$	(0.00	)	$	(0.00	)
Discontinued operations		0.00			(0.00	)
Total	$	0.00		$	(0.00	)

Weighted average number of common shares outstanding:
Basic		54,361,412			54,361,412
Diluted		13,126,483,801			54,361,412

	Series A Preferred Stock$.001 par			Series C Preferred Stock $.001 par						Series D Preferred Stock $.001 par					Series E Preferred Stock $.001 par				Common Stock $.001 par				Common Stock to be issued to Escrow Agent $0.001 par						Additional Paid-in			Noncontrolling Interests in Subsidiaries and Variable Interest			Accumulated
	Shares	Amount		Shares			Amount			Shares			Amount		Shares		Amount		Shares		Amount		Shares			Amount			Capital			Entity			Deficit			Total
Six Months Ended June 30, 2019
Balances, January 1, 2019 (as previously reported)	1	$	1		1,000		$	1			10		$	-		6,602,994	$	6,603		5,440,312	$	5,440		534,203		$	534		$	18,798,438		$	(615,300	)	$	(21,233,083	)	$	(3,037,366	)

Cumulative effect adjustment relating to reduction of derivative liability on warrants, pursuant to ASU 2017-11	-		-		-			-			-			-		-		-		-		-		-			-			-			-			2,261,039			2,261,039

Balance, January 1, 2019 (as adjusted)	1		1		1,000			1			10			-		6,602,994		6,603		5,440,312		5,440		534,203			534			18,798,438			(615,300	)		(18,972,044	)		(776,327	)

Common stock issued to Escrow Agent	-		-		-			-			-			-		-		-		534,203		534		(534,203	)		(534	)		-			-			-			-

Sale of Series E Preferred Stock and warrants in connection with Securities Purchase Agreement dated September 27, 2018	-		-		-			-			-			-		1,362,520		1,363		-		-		-			-			339,267			-			-			340,630

Issuance of common stock in connection with Settlement and Release Agreement dated Febuary 7, 2019	-		-		-			-			-			-		-		-		120,000		120		-			-			91,080			-			-			91,200

Issuance of common stock in connection with Business Development Agreement dated March 15, 2019	-		-		-			-			-			-		-		-		150,000		150		-			-			199,350			-			-			199,500

Issuance of common stock in exchange for the surrender of Series C Preferred Stock on March 27, 2019	-		-		(1,000	)		(1	)		-			-		-		-		1,000,000		1,000		-			-			(999	)					-			-

Issuance of common stock in exchange for the surrender of Series D Preferred Stock on March 27, 2019	-		-		-			-			(10	)		-		-		-		1,000,000		1,000		-			-			(1,000	)		-			-			-

Adjustment																														(1	)					258			257
Net income (loss)	-		-		-			-			-			-		-		-		-		-		-			-	��		-			(309,697	)		(672,667	)		(982,364	)

Balance, March 31, 2019	1		1		-			-			-			-		7,965,514		7,966		8,244,515		8,244		-			-			19,426,135			(924,997	)		(19,644,453	)		(1,127,104	)

Sale of Series E Preferred Stock and warrants in connection with Securities Purchase Agreement dated September 27, 2018	-		-		-			-			-			-		675,000		675		-		-		-			-			168,075			-			-			168,750

Numerator:
Net income – basic	$	5,321,992
Add: Interest expense on convertible notes		10,069
Net income – diluted	$	5,332,061

Denominator:
Weighted average shares outstanding – basic		54,361,412
6% convertible notes and accrued interest		3,533,200,000
12% convertible notes and accrued interest		9,487,000,000
Series B preferred stock owned by Capstone Capital Group I, LLC		50,922,389
Warrants		1,000,000
Weighted average shares outstanding - diluted		13,126,483,801

	Six months ended June 30,
Statements of operations:	2019			2018

Intercompany distribution income (A)	$	4,542		$	3,619

Royalty expense		127,500			-
Officers' compensation		82,000			-
Other operating expenses- net		36,450			9,044
Total operating expenses		245,950			9,044
Net income (loss)	$	(241,408	)	$	(5,425	)

		March 31, 2013			December 31, 2012

Convertible promissory note, interest at 7%, due September 13, 2014, net of
unamortized discount of $0 and $28,131, respectively	(A)	$	-		$	71,869

Loans payable, interest at 0%, due on demand	(C)		144,112			137,540

Convertible promissory note, interest at 6%, due June 30, 2010	(B)		30,000			30,000

Convertible promissory notes, interest at 12%, due June 30, 2010	(B)		70,000			70,000

Convertible promissory note, interest at 8% (default rate of 22%), due
February 7, 2011 (in default)	(A)		-			56,500

Convertible promissory note, interest at 9%, due January 31, 2014, net of
unamortized discount of $1,308 at March 31, 2013	(D)		15,192			-

Total			259,304			365,909

Less current portion of debt			(259,304	)		(294,040	)

Long term debt		$	-		$	71,869

	Three Months ended March 31,		Year Ended December 31,
	2013		2012		2011
Legal fees	$	2,500	$	5,270	$	27,500
Audit and accounting fees		2,500		7,500		17,500
Company’s stock transfer agent		1,872		10,432		-
Consulting fees		-		2,038		4,050

Total	$	6,872	$	25,240	$	49,050

Past due	$	100,000
Year ending March 31, 2014		160,612

Total		260,612
Less debt discounts		(1,308	)
Net	$	259,304

	March 31, 2013		December 31, 2012

Convertible note, interest at 7%	$	-	$	23,088
Convertible note, interest at 6%		5,332		4,889
Convertible notes, interest at 12%		24,877		22,805
Convertible note, interest at 8% (default rate of 22%)		-		26,451
Convertible note, interest at 9%		170		-

Total	$	30,379	$	77,233


~~Item 6.~~-3-	~~Exhibits~~
		23

	March 31, 2013		December 31, 2012

Promissory note, interest at 20%, due January 29, 2009 (in default)	$	-	$	100,000

Convertible promissory notes, interest at 10%, due October 25, 2007
to November 27, 2007 (in default) (A)		-		75,000

Promissory notes, interest at 13%, due May 31, 2010 (in default) (B)		-		220,000

Due Donald Chadwell (5% stockholder at December 31, 2012), interest at 0%,
no repayment terms		-		763,000

Due Richard DeCicco (officer, director and 29% stockholder at December 31,
2012) and affiliates, interest at 0%, no repayment terms		-		714,338

Convertible notes, interest at 7% (default rate of 14%), due August 27, 2012
to November 27, 2012 (in default) (A)		-		150,000

Total		-		2,022,338

Less current portion of debt		-		(545,000	)

Long term debt	$	-	$	1,477,338

	Common shares Equivalent
Balance, January 1, 2017		-
Issued in year ended December 31, 2017		534,000

Balance, December 31, 2017		534,000
Issued in year ended December 31, 2018		2,361,198

Balance, December 31, 2018		2,895,198
Issued in the three months ended March 31, 2019		620,000

Balance, March 31, 2019
		3,515,198
Exercise of warrants in connection with Warrant
Exercise Agreements dated May 8, 2019		(960,000	)

Issuance of New Warrants in connection with
Warrant Exercise Agreements dated May 8, 2019		1,920,000

Balance, June 30, 2019		4,475,198

	June 30, 2019			December 31, 2018

Net operating loss carry forward	$	3,965,503		$	3,758,408

Less valuation allowance		(3,965,503	)		(3,758,408	)

Deferred income tax assets - net	$	-		$	-

	March 31, 2013		March 31, 2012
Federal income tax benefit attributable to:
Net operating loss carryover	$	3,798,051	$	5,556,669
Less: variation allowance	$	3,798,051	$	5,556,669
Net provision for Federal income taxes	$	0	$	0

Year ending December 31, 2019	$	26,868
Year ending December 31, 2020		53,736
Year ending December 31, 2021		4,478

Total	$	85,082

	Stock
	Options			Warrants

Outstanding at December 31, 2010		1,300,000			20,722,184

Granted and Issued		-			-
Exercised		-			-
Forfeited/expired/cancelled		(300,000	)		(1,400,000	)

Outstanding at December 31, 2011		1,000,000			19,322,184

Granted and issued		-			-
Exercised		-			-
Forfeited/expired/cancelled		-			(5,162,500	)

Outstanding at December 31, 2012		1,000,000			14,159,684

Granted and issued		-			-
Exercised		-			-
Forfeited/expired/cancelled		-			(385,000	)

Outstanding at March 31, 2013		1,000,000			13,774,684

Date	Number		Number		Exercise		Expiration
Issued	Outstanding		Exercisable		Price		Date
June 10, 2008		27,500		27,500	$	1.00	June 10, 2013
June 10, 2008		27,500		27,500	$	1.50	June 10, 2013
June 10, 2008		25,000		25,000	$	1.00	December 10, 2013
June 10, 2008		25,000		25,000	$	1.50	December 10, 2013
June 11, 2008		30,000		30,000	$	1.00	December 11, 2013
June 11, 2008		30,000		30,000	$	1.50	December 11, 2013
July 2, 2008		110,000		110,000	$	1.00	January 2, 2014
July 2, 2008		110,000		110,000	$	1.50	January 2, 2014
July 23, 2008		50,000		50,000	$	1.00	January 23, 2014
July 23, 2008		50,000		50,000	$	1.50	January 23, 2014
August 11, 2008		1,000,000		1,000,000	$	1.00	August 11, 2013
August 12, 2009		400,000		400,000	$	1.00	August 12, 2014
August 12, 2009		533,334		533,334	$	1.50	August 12, 2014
August 19, 2009		1,000,000		1,000,000	$	0.01	August 19, 2014
August 19, 2009		1,000,000		1,000,000	$	1.00	August 19, 2014
September 14, 2009		200,000		200,000	$	1.00	September 14, 2014
September 14, 2009		200,000		200,000	$	1.50	September 14, 2014
January 6, 2010		100,000		100,000	$	0.22	January 6, 2015
January 13, 2010		100,000		100,000	$	0.23	January 13, 2015
February 8, 2010		500,000		500,000	$	1.00	February 8, 2015
February 8, 2010		500,000		500,000	$	1.50	February 8, 2015
March 16, 2010		2,000,000		2,000,000	$	0.25	March 16, 2015
April 15, 2010		1,200,000		1,200,000	$	0.20	April 15, 2013
April 19, 2010		4,556,350		4,556,350	$	0.20	April 19, 2013


Total		13,774,684		13,774,684

	2013			2012
Revenues	$	-		$	-

Cost of goods sold		-			-

Gross profit		-			-

Selling, general and administrative expenses		-			-

Operating income		-			-

Gain from United States Bankruptcy Court discharge of indebtedness		5,366,639			-

Interest expense (including amortization of debt discounts of $0 and $3,143, respectively)		(13,138	)		(19,746	)

Income (loss) before income tax provision		5,353,501			(19,746	)

Income tax provision		-			-

Income (loss) from discontinued operations	$	5,353,501		$	(19,746	)

Exhibit No.		Description of Exhibits

3.1(1)		Articles of Incorporation of Iconic Brands, Inc.

3.2(1)		Bylaws of Iconic Brands, Inc., as amended

3.3(2)		Certificate of Designation of Series A Convertible Preferred Stock

3.4(2)		Certificate of Designation of Series B Convertible Preferred Stock

3.5(2)		Certificate of Designation of Series C Convertible Preferred Stock

3.6(2)		Certificate of Designation of Series D Convertible Preferred Stock

3.7(2)		Certificate of Designation of Series E Convertible Preferred Stock

101.INS		XBRL Instance Document

101.SCH		XBRL Schema Document

101.CAL		XBRL Calculation Linkbase Document

101.DEF		XBRL Definition Linkbase Document

101.LAB		XBRL Labels Linkbase Document

101.PRE		XBRL Presentation Linkbase Document

(1)	Incorporated by reference to Form SB-2 filed on November 30, 2007.
(2)	Incorporated by reference to our Registration Statement on Form S-1 filed on September 19, 2018 (File No. 333-227420).


~~Description~~-38-

~~31.1~~		~~Rule 13a-14(a)/15d-14(a) Certifications~~Table of ~~Richard DeCicco, President, Principal Executive, Financial and Accounting Officer~~

~~32.1~~		~~Section 1350 Certifications of Richard DeCicco, President, Principal Executive, Financial and Accounting Officer~~ Contents

101.INS **		~~XBRL Instance Document~~

101.SCH **		~~XBRL Taxonomy Extension Schema Document~~

101.CAL **		~~XBRL Taxonomy Extension Calculation Linkbase Document~~

101.DEF **		~~XBRL Taxonomy Extension Definition Linkbase Document~~

101.LAB **		~~XBRL Taxonomy Extension Label Linkbase Document~~

101.PRE **		~~XBRL Taxonomy Extension Presentation Linkbase Document~~

	~~ICONIC BRANDS, INC.~~ Iconic Brands, Inc.

Dated: August 17, 2019	By:	/s/ Richard J. DeCicco
		Richard J. DeCicco
	Its:	Chief Executive Officer



~~Dated: June 10, 2013~~	~~By:~~	~~/s/~~ ~~Richard DeCicco~~
	~~Name:~~	~~Richard DeCicco~~
	~~Title:~~	~~President (Principal Executive, Financial and Accounting Officer)~~	-39-