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

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

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

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

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

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

Indicate by check mark whether the registrant has submitted electronically ~~and posted on its corporate Web site, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit ~~and post~~ such files). Yes x ☒ No ¨☐

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

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

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

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

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

☒

As of ~~November 13, 2019,~~August 14, 2020, the registrant had ~~13,335,924~~17,448,481 shares of common stock, $0.001 par value per share, issued and outstanding.

Iconic Brands, Inc. (the “Company”) is filing this amendment (this “Amendment”) to its Quarterly Report on Form 10-Q for the quarter ended September 30, 2019 (the “Quarterly Report”) filed with the Securities and Exchange Commission on November 19, 2019 (the “Original Form 10-Q”) to correct the following error:

In the Consolidated Balance Sheets appearing at Page F-2 of the Original Form 10-Q, the authorized number of shares of common stock was incorrectly stated as 2,000,000,000. This amended filing accurately reflects that the correct authorized number of shares of common stock was 200,000,000. In addition to the foregoing, we have updated the signature page, the certifications of our Principal Executive Officer and Principal Financial and Accounting Officer, and our financial statements formatted in Extensible Business Reporting Language (XBRL). No other sections were affected, but for the convenience of the reader, this report on Form 10-Q/A restates in its entirety, as amended, our Original Form 10-Q. This report on Form 10-Q/A is presented as of the filing date of the Original Form 10-Q and does not reflect events occurring after that date, or modify or update disclosures in any way other than as required to reflect the change described above.

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

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

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

Three and ~~Nine~~Six Months Ended ~~September~~June 30, ~~2019~~2020 and ~~2018~~2019

September 30,

December 31,

2019

2018

(Unaudited)

Assets

Current assets:

Cash and cash equivalents

$ 1,370,302

$ 191,463

Accounts receivable (less allowance for doubtful accounts of $26,513 and $0, respectively)

192,937

113,506

Inventories

719,148

258,270

Notes receivable from related parties of Green Grow Farms, Inc.

287,700

-

Total current assets

2,570,087

563,239

Right-of-use asset

66,817

-

Leasehold improvements

15,000

-

Intellectual property and production rights intangible asset

1,450,000

Total assets

$ 4,101,904

$ 563,239

Liabilities and Stockholders' Equity (Deficiency)

Current liabilities:

Current portion of operating lease liability

$ 49,272

$ -

Accounts payable and accrued expenses

1,670,949

1,311,475

Loans payable to officer and affiliated entity-non-interest bearing and due on demand

11,722

28,091

Notes payable

250,000

-

Total current liabilities

1,981,943

1,339,566

Non-current portion of operating lease liability

17,545

-

Derivative liability on warrants

-

2,261,039

Total liabilities

1,999,488

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, 3,442,116 and 6,602,994 shares issued and outstanding, respectively

3,442

6,603

Series F ($1,000 per share stated value), 3,664 and 0 shares issued and outstanding, respectively

3,664,250

Common stock, $.001 par value; authorized 200,000,000 shares, 13,502,324 and 5,440,312 shares issued and outstanding respectively

13,502

5,440

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

-

534

Additional paid-in capital

20,774,601

18,798,438

Accumulated deficit

(21,302,141 )

(21,233,083 )

Total Iconic Brands, Inc. stockholders equity (deficiency)

3,153,655

(2,422,066 )

Noncontrolling interests in subsidiaries and variable interest

(1,051,239 )

(615,300 )

Total stockholders' equity deficiency

2,102,416

(3,037,366 )

Total liabilities and stockholders' equity (deficiency)

$ 4,101,904

$ 563,239

Three Months

Three Months

Nine Months

Nine Months

Ended
September 30,

Ended
September 30,

Ended
September 30,

Ended
September 30,

2019

2018

2019

2018

Sales

$ 267,619

$ 217,139

$ 534,826

$ 422,409

Cost of Sales

120,790

125,304

271,031

244,556

Gross profit

146,829

91,835

263,795

177,853

Operating expenses:

Officers compensation

103,750

429,588

393,250

432,795

Professional and consulting fees (including stock-based compensation of $0, $0, $775,900 and $23,250, respectively)

147,048

76,370

1,014,133

147,777

Royalties

25,243

21,074

178,710

(47,338 )
Special promotion program with customer

-

-

-

597,138

Marketing and advertising

305,222

58,724

389,103

310,779

Occupancy costs

47,312

48,070

102,867

128,564

Travel and entertainment

92,400

34,683

236,114

143,984

Other

430,023

43,849

715,654

147,411

Total operating expenses

1,150,998

712,358

3,029,831

1,861,110

Income (loss) from operations

(1,004,169 )

(620,523 )

(2,766,036 )

(1,683,257 )

Other income (expense):

Income (expense) from derivative liability

-

304,224

-

314,072

Interest expense

-

(10,139 )

-

(29,699 )
Amortization of debt discounts

-

(6,135 )

-

(107,846 )
Other income

-

12,665

-

12,665

Total other income (expense) - net

-

300,615

-

189,192

Net income (loss)

(1,004,169 )

(319,908 )

(2,766,036 )

(1,494,065 )

Net loss (income) attributable to noncontrolling

interests in subsidiaries and variable interest entity

35,846

12,494

435,939

451,593

Net income (loss) attributable to Iconic Brands, Inc.

$ (968,323 )

$ (307,414 )

$ (2,330,097 )

$ (1,042,472 )

Net income (loss) per common share:

Basic and diluted

$ (0.08 )

$ (0.05 )

$ (0.24 )

$ (0.16 )

Weighted average common shares

outstanding and to be issued to Escrow Agent:

Basic and diluted

12,525,768

6,376,120

9,742,957

6,346,400

Consolidated Statements of ~~Changes in Stockholders Equity (Deficiency)~~Operations

~~Consolidated~~ Statements of ~~Cash Flows~~Changes in Stockholders’ Equity

Nine Months Ended September 30,
2019
2018
Operating Activities:
Net income (loss) attributable to Iconic Brands, Inc. $ (2,330,097 ) $ (1,042,472 )
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
(435,939 ) (451,593 )
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
- (314,072 )
Amortization of debt discounts
- 107,846
Changes in operating assets and liabilities:
Accounts receivable
(79,431 ) 189,939
Inventories
(460,878 ) (218,042 )
Prepaid expenses
- (25,000 )
Notes receivable from related parties of Green Grow Farms, Inc.
(287,700 ) -
Accounts payable and accrued expenses
359,473 235,487
Accrued interest payable
- 29,698

Net cash used in operating activities
(2,408,872 ) (1,464,959 )

Investing Activities:
Leasehold improvements
(15,000 ) -
Net cash used in investting activities
(15,000 ) -

Financing Activities :
Proceeds from sale of Series F Preferred Stock and warrants (net of placement agent fees of $322,500)
2,802,500 -
Proceeds from sale of Series E Preferred Stock and warrants
509,380 300,000
Proceeds from exercise of warrants
307,200
Loans payable to officer and affiliated entity
(16,369 ) 62,107

Net cash provided by financing activities
3,602,711 362,107

Increase (decrease) in cash and cash equivalents 1,178,839 (1,102,852 )

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

Cash and cash equivalents, end of period $ 1,370,302 $ 134,580

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 $ 344,921

Series E Preferred Stock 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
$ 989 $ -

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

Exchange of Series E Preferred Stock for Series F Preferred Stock
$ 681,250 $ -

Issuance of common stock to placement agent
$ 781 $ -

Issuance of common stock in exchange for Series F Preferred Stock
$ 227 $ -

Three and ~~Nine Months Ended September~~six months ended June 30, ~~2019~~2020 and ~~2018~~2019

Iconic ~~Brands, Inc.~~Brands, Inc., ~~formerly Paw Spa, Inc. (“Iconic Brands”~~formerly Paw Spa, Inc. (“Iconic Brands” or ~~“Iconic”~~“Iconic”), ~~was incorporated~~was incorporated in the ~~State~~State of ~~Nevada~~Nevada on ~~October 21,~~October 21, 2005. Effective December 31, 2016, Iconic closed on a May 15, 2015 agreement to acquire a 51% interest in BiVi LLC (“BiVi”), the brand owner of “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 have been retrospectively adjusted to reflect the operations atof BiVi and Bellissima from their inception.

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

Effective May 9, 2019, Iconic closed on a May 9, 2019 Share Exchange Agreement to acquire a 51% interest in Green Grow Farms, Inc. (“Green Grow”), an entity organized on February 28, 2019 to grow hemp for CBD extraction. Effective December 31, 2019, Iconic sold its 51% interest in Green Grow Farms, Inc. to Can B Corp (see Note 3).

Effective January 18, 2019, the Company effectuated a 1 share for 250 shares reverse stock split which reduced the issued and outstanding shares of common stock at December 31, 2018 from 1,359,941,153 shares to ~~5,440,312~~5,439,765 shares. The accompanying financial statements have been retrospectively adjusted to reflect this reverse stock split.

The consolidated financial statements include the accounts of Iconic, its ~~three~~two 51% owned subsidiaries BiVi ~~Bellissima,~~ and ~~Green Grow Farms Inc. (“Green Grow”),~~Bellissima, and United Spirits, Inc., a variable interest entity of Iconic (see Note 5)6) (collectively, the “Company”). All inter-company balances and transactions have been eliminated in consolidation.

The interim financial statements as of June 30, 2020 and for the three and six months ended June 30, 2020 and 2019 are unaudited and have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. These statements reflect all normal and recurring adjustments that, in the opinion of management, are necessary for a fair presentation of the information contained herein. Operating results for the three and six months ended June 30, 2020 are not necessarily indicative of results that may be expected for the year ending December 31, 2020.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the Unites States have been condensed or omitted pursuant to the Securities and Exchange Commission’s rules and regulations. These unaudited financial statements should be read in conjunction with our audited financial statements and notes thereto for the year ended December 31, 2019 as included in our report on Form 10-K.

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

~~(c) Fair Value~~(d) Fair Value of ~~Financial Instruments~~Financial Instruments

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

In ~~assessing~~assessing the ~~fair value~~fair value of ~~financial instruments, the Company~~financial instruments, the Company uses a ~~variety~~variety of ~~methods~~methods and assumptions, which are based on estimates of market conditions and risks existing at the time. For certain instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued expenses, loans payable to officer and ~~assumptions, which are based on estimates of market conditions~~affiliated entity, and ~~risks existing at the time. For certain instruments, including cash and cash equivalents, accounts receivable, and accounts~~note payable, ~~and accrued expenses,~~ it ~~was estimated~~was estimated that the ~~carrying amount approximated fair value because of the~~carrying amount approximated fair value because of the short ~~maturities~~maturities of these ~~instruments. All debt is carried at face value less any unamortized debt discounts.~~instruments.

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

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

The ~~Company extends unsecured credit~~ Company extends unsecured credit to ~~customers~~customers in the ~~ordinary course~~ordinary course of ~~business~~business but ~~mitigates~~mitigates risk ~~by performing credit checks and by actively pursuing past~~by performing credit checks and by actively pursuing past due ~~accounts.~~accounts. The ~~allowance for~~allowance for doubtful ~~accounts~~accounts is ~~based~~based on ~~customer historical experience and~~customer historical experience and the ~~aging~~aging of the ~~related accounts receivable.~~related accounts receivable. At ~~September~~June 30, ~~2019~~2020 and December 31, ~~2018,~~2019, the allowance for doubtful accounts was $26,513 and ~~$0,~~$26,513, respectively.

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, 2020 and December 31, ~~2018~~2019 consists of cases of BiVi Vodka and cases of Bellissima sparkling wines purchased from our Italian ~~suppliers. Inventory at September 30, 2019 also includes~~suppliers, and cases of alcoholic beverages and packaging materials relating to our Hooters line of products introduced in August ~~2019 and raw materials to be harvested by our 51% owned subsidiary Green Grow.~~

The intellectual property and production rights intangible asset was acquired in connection with our acquisition of a 51% equity interest in Green Grow Farms, Inc. on May 9, 2019 (see Note 8). This intangible asset will be amortized over its five (5) year estimated economic life commencing October 1, 2019.

The Company tests long-lived assets or asset groups for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable. Recoverability is assessed based on the carrying amount of the asset and its fair value which is generally determined based on the sum of the undiscounted cash flows expected to result from the use and the eventual disposal of the asset, as well as specific appraisal in certain circumstances. An impairment loss is recognized when the carrying amount is not recoverable and exceeds fair value.(h) Marketable Equity Securities

~~(i) Revenue Recognition~~Marketable equity securities are recorded at fair value with unrealized gains and losses included in income. The Company has classified its investment in Can B Corp (see Note 3) as trading securities.

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~~Revenue from product sales is recognized when all of the ~~following criteria~~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 ~~met: (1) persuasive evidence of an arrangement exists, (2)~~satisfied through purchase orders. Collectability criteria are satisfied through credit approvals. Delivery criteria are satisfied when 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~~products are ~~satisfied through purchase orders. Collectability criteria are satisfied through credit approvals. Delivery criteria are satisfied when the products are shipped to~~shipped to a ~~customer and title and~~customer and title and risk of loss ~~passes~~passes to the ~~customer~~customer in ~~accordance~~accordance with the ~~terms~~terms of ~~sale.~~sale. The Company ~~has~~has no ~~obligation~~obligation to ~~accept~~accept the ~~return of products~~return of products sold other ~~than~~than for ~~replacement~~replacement of ~~damaged products. Other than quantity price~~damaged products. Other than quantity price discounts ~~negotiated~~negotiated with ~~customers prior~~customers prior to ~~billing and delivery (which are reflected as~~billing and delivery (which are reflected as a ~~reduction~~reduction in ~~sales)~~sales), the ~~Company~~Company does not ~~offer any sales incentives~~offer any sales incentives or ~~other rebate arrangements~~other rebate arrangements to ~~customers.~~customers.

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.

~~Stock-based compensation~~Stock-based compensation is ~~accounted~~accounted for ~~at fair value~~at fair value in ~~accordance~~accordance with ~~Accounting Standards Codification (“ASC”~~Accounting Standards Codification (“ASC”) Topic 718, ~~“Compensation-Stock Compensation”~~“Compensation-Stock Compensation”. For the ~~nine~~three and six months ended ~~September~~June 30, ~~2019~~2020 and ~~2018,~~2019, stock-based compensation was $274,751, $517,832, $485,000, and $775,700, ~~and $23,250,~~ respectively.

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

Basic ~~net~~ net income (loss) ~~per common share~~per common share is ~~computed~~computed on the ~~basis~~basis of ~~the weighted average~~the weighted average number of ~~common shares~~common shares outstanding and to be issued to Escrow Agent (see Note ~~13) during~~11) during the ~~period of the financial statements.~~periods presented.

~~Diluted net income (loss) per common share~~Diluted net income (loss) per common share is ~~computed~~computed on the ~~basis~~basis of ~~the weighted average number~~the weighted average number of ~~common shares~~ common shares and to be issued to Escrow Agent (see Note ~~13) and dilutive securities (such as~~11) and dilutive securities (such as stock ~~options, warrants, and convertible securities) outstanding. Dilutive securities having an anti-dilutive effect~~options, warrants, and convertible securities) outstanding. Dilutive securities having an anti-dilutive effect on ~~diluted net~~diluted net income ~~(loss) per share are excluded from~~(loss) per share are excluded from the ~~calculation.~~calculation.

(n) Recently ~~Issued Accounting Pronouncements~~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~~total of $223,503 for right-of-use ~~asset~~assets related to our ~~one~~two operating ~~lease~~leases (see Note ~~15e)~~13g) and a ~~$100,681~~total of $223,503 for lease ~~liability.~~liabilities.

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 ~~12)~~10) and a $2,261,039 cumulative effect adjustment reduction of accumulated deficit.

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

The accompanying financial statements have been 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 ~~September~~June 30, ~~2019~~2020 of ~~$21,302,141~~$24,315,376 and has experienced periodic cash flow difficulties, all of which raise substantial doubt regarding the Company’s ability to continue as a going concern.

Continuation of the Company as a going concern is dependent upon obtaining additional working capital and attaining profitable operations. The management of the Company has developed a strategy which it believes will accomplish these objectives and 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 recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from the outcome of this uncertainty.

Effective December 31, 2019, the Company sold its 51% equity interest in Green Grow Farms, Inc. (“Green Grow”) to Can B Corp. in exchange for 37,500,000 shares of Can B Corp. common stock and a Can B Corp. obligation to issue additional shares (“Additional Purchases Shares”) of Can B Corp. common stock to the Company on June 30, 2020 in such number so that the aggregate value of the aggregate shares issued to the Company equals $1,000,000. We acquired this equity interest on May 9, 2019 in exchange for a $200,000 note payable to NY Farms Group Inc. and 2,000,000 shares of Company common stock valued at $1,250,000.

Effective March 6, 2020, Can B Corp. (“CANB”) effected a 1 share for 300 shares reverse stock split resulting in a reduction of the number of our shares of CANB common stock from 37,500,000 shares to 125,000 shares. On July 8, 2020, CANB delivered 418,714 additional shares of CANB common stock required under the December 31, 2019 agreement. The fair value of the 543,714 shares of CANB common stock at June 30, 2020 was $1,073,835 and we recognized an unrealized gain of $73,835 in the quarterly period ended June 30, 2020.

On ~~May~~July 24, 2020 (see note 14), we executed an Exchange Agreement with CANB and delivered the 543,714 shares of CANB common stock to CANB in exchange for CANB’s delivery of 1,000,000 shares of ICNB common stock to the Company.

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

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

On December 13, 2016, Iconic entered into a Securities Purchase Agreement with Bellissima Spirits LLC (“Bellissima”) and Bellissima’s members under which Iconic acquired a 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.

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 Iconic, BiVi and Bellissima (see Note ~~15d)~~13e) and is considered a variable interest entity (“VIE”) of ~~Iconic. Since~~Iconic.Since Iconic has been determined 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:

September 30,
2019

December 31,
2018

Balance Sheets

Cash and cash equivalents

$ 55,658

$ 38,793

Intercompany receivable from Iconic (A)

114,507

204,461

Right-of-use asset

66,817

-

Total assets

$ 236,982

$ 243,254

Accounts payable and accrued expense

$ 197,029

$ 11,338

Loans payable to officer and affiliated entity

54,668

71,037

Intercompany payable to Bellissima (A)

320,260

335,257

Intercompany payable to BiVi (A)

66,876

56,854

Operating lease liability

66,817

-

Total Liabilities

705,650

474,486

Noncontrolling interest in VIE

(468,668 )

(231,333 )
Total liabilities and stockholders deficiency

$ 236,982

$ 243,153

September 30,
2019

December 31,
2018

Finished goods:

Hooters brands

$ 324,255

$ -

Bellissima brands

132,602

206,988

BiVi brands

46,620

51,282

Total finished goods

503,477

258,270

Raw materials:

Hooters brands

85,671

-

Green Grow plants

130,000

-

Total raw materials

215,671

-

Total

$ 719,148

$ 258,270

~~The notes receivable at September 30, 2019 arose from cash advances in the three months ended September 30, 2019 and consist of:~~

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) a cash amount due NY Farms of $200,000 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 other identifiable net assets of Green Grow at May 9, 2019 has been recognized as an intellectual property and production rights intangible asset.

Green Grow was incorporated in New York on February 28, 2019 and has had no revenues since inception. On September 6, 2019, Green Grow was granted a license by New York State to grow hemp. On September 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. INVENTORIES

September 30,
2019

December31,
2018

Accounts payable

$ 165,163

$ 175,405

Accrued officers compensation

1,122,500

811,250

Accrued royalties

325,751

174,985

Other

57,535

149,835

Total

$ 1,670,949

$ 1,311,475

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 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).

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.	$	200,000
			June 30, 2020		December 31, 2019
Small Business Administration Payroll Protection Program forgivable loan payable			$	28,458	$	-
Amount due to a former Bellissima consultant pursuant to a Settlement and Release Agreement dated February 7, 2019, due December 31, 2019		50,000		-		40,000

Total	$	250,000	$	28,458	$	40,000

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 10). Accordingly, the Company reduced the then derivative liability from $255,294 at September 30, 2018 to $0.

From September 2017 to November 2017, in connection with the sale of a total of 480,000 shares of common stock, ~~(see Note 13),~~ 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 $2.50 per share, were to expire five years from date of issuance, and contained “down round” price protection.

Effective May 21, 2018, in connection with the sale of a total of 120,000 shares of Series E Preferred Stock, ~~(see Note 13),~~ the Company issued a total of 480,000 Warrants to four investors. These warrants were exercisable into ICNB common stock at a price of $2.50 per share, were to expire five years from date of issuance, and contained “down round” price protection.

The down round provision of the 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 Warrants. Accordingly, we recorded the $2,261,039 fair value of the Warrants at December 31, 2018 as a derivative liability. ~~The $1,565,039 increase in the 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.~~

Assumptions used to calculate the fair value of the 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 adopted ASU 2017-11 and reduced the $2,261,039 derivative liability on warrants at December 31, 2018 to $0 and recognized a $2,261,039 cumulative effect adjustment reduction of accumulated deficit.

The one share of Series A Preferred Stock, which was issued to Richard DeCicco on September 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~~1,000 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)4) 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)5) 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 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.

Also effective May 21, 2018, the Company sold a total of 1,200,000 shares of Series E Preferred Stock and 480,000 warrants to the 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 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 Preferred stock and warrants to acquire 620,000 shares of our common stock for gross proceeds of $387,500.

As a condition to the closing atof 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 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~~Closing of the third tranche of $387,500 ~~is expected to occur when certain closing conditions are satisfied.~~has not occurred.

On April 25, 2019 and September 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~~Closing of the third tranche of $387,500 ~~is expected to occur when certain closing conditions are satisfied.~~has not occurred.

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

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

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 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 (the “SEC”) 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. We filed the Form S-1 registration statement on September 9, 2019 which was declared effective by the SEC on September 18, 2019. If we fail to ~~file~~maintain the effectiveness of the registration statement ~~or have it declared effective by~~for the ~~dates set forth above, among other things,~~required time period, 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~~event is 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 and exchanged their 2,725,000 shares of Series E Convertible Preferred Stock for an aggregate of 681.25 shares of our Series F Convertible Preferred Stock.

From July 26, 2019 to August 28, 2019, three ~~investors~~holders converted a total of 1,000,000 shares of Series E Preferred Stock into a total of 400,000 shares of Iconic common stock.

From September 19, 2019 to September 27, 2019, three ~~investors~~holders converted a total of 14.20 shares of Series E Preferred Stock into a total of 227,200 shares of Iconic common stock.

On October 25, 2019 and December 28, 2019, two holders converted a total of 651,892 shares of Series E Preferred Stock into a total of 260,757 shares of Iconic common stock.

From October 2, 2019 to December 31, 2019, six holders converted a total of 508.50 shares of Series F Preferred Stock into a total of 813,600 shares of Iconic common stock.

On January 12, 2020, the Company entered into securities purchase agreements with certain accredited investors for the sale of a total of 1,500 shares of Series G Convertible Preferred Stock and warrants o purchase 1,200,000 shares of our common stock for gross proceeds of $1,500,000 (of which $1,475,000 was collected on January 13, 2020 and January 14, 2020). Each share of Series G Convertible Preferred Stock (designated on January 13, 2020) has a stated value of $1,000, is convertible into shares of common stock at a price of $1.25 per share (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 $1.25 per share (subject to adjustment under certain circumstances) for a period of five years from the date of issuance.

On February 12, 2020, February 13, 2020, and February 14, 2020, three holders converted a total of 675,000 shares of Series E Preferred Stock into a total of 270,000 shares of Iconic common stock.

From January 16, 2020 to February 24, 2020, two holders converted a total of 190 shares of Series F Preferred Stock into a total of 304,000 shares of Iconic common stock.

On May 29, 2020 and June 5, 2020, four holders converted a total of 552 shares of Series F Preferred Stock into a total of 883,200 shares of iconic 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.

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 ~~September~~June 30, 2017, the Company issued 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~~which were exercised May 8, 2019 pursuant to Warrant Exercise Agreements, were exercisable into ICNB common stock at a price of $2.50 per share, were to expire five years from date of issuance, and ~~contain~~contained “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.

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.

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 March 31, 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 March 31, 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 was expensed as consulting fees in the three months ended ~~September~~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.

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~~note payable of $200,000 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~~Effective December 31, 2019, Iconic sold its 51% equity interest in 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 May 9, 2019 has been recognized as an intellectual property and production rights intangible asset (see Note 8)3).

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 ~~September~~June 30, 2019.

From July 26, 2019 to August 28, 2019, three holders converted a total of 1,000,000 shares of Series E Preferred Stock into a total of 400,000 shares of Iconic common stock.

On September 3, 2019, the Company issued a total of 781,250 shares of common stock to the placement agent and five associated individuals for services relating to the offering of 3,125 shares of Series F Preferred Stock which concluded on August 2, 2019 (see Preferred Stock above).

From September 19, 2019 to September 27, 2019, three holders converted a total of ~~142~~14.2 shares of Series F Preferred Stock into a total of 227,200 shares of Iconic common stock.

On October 25, 2019 and December 26, 2019, two holders converted a total of 651,892 shares of Series E Preferred Stock into a total of 260,757 shares of Iconic common stock.

From October 2, 2019 to December 31, 2019, six holders converted a total of 508.50 shares of Series F Preferred Stock into a total of 813,600 shares of Iconic common stock.

On January 22, 2020, the Company issued a total of 375,000 shares of its common stock to the placement agent and four associated individuals for services relating to the offering of 1,500 shares of Series G Preferred Stock which concluded on January 14, 2020 (see Preferred Stock above).

On January 22, 2020, and February 27, 2020, the Company issued a total of 160,000 shares of its common stock to an investor relations firm for services rendered to the Company. The $101,018 total fair value of the 160,000 shares of Iconic common stock on the respective dates of issuance was expensed as investor relations in the three months ended March 31, 2020.

On January 26, 2020, the Company issued 150,000 shares of its common stock to a consulting firm for services rendered to the Company. The $100,500 fair value of the 150,000 shares of Iconic common stock was expensed as consulting fees in the three months ended March 31, 2020.

On February 24, 2020, the Company issued 100,000 shares of its common stock to William Clyde Elliot II pursuant to an Endorsement Agreement dated February 12, 2020 (see Note 13h). The $67,500 fair value of the 100,000 shares of Iconic common stock was charged to prepaid expenses and is being expensed over the term of the Endorsement Agreement.

On February 24, 2020, the Company issued 50,000 shares of its common stock to a consulting firm for services rendered to the Company. The $33,750 fair value of the 50,000 shares of Iconic common stock was expensed as consulting fees in the three months ended March 31, 2020.

On February 12, 2020, February 13, 2020, and February 14, 2020, three holders converted a total of 675,000 shares of Series E Preferred Stock into a total of 270,000 shares of Iconic common stock.

From January 16, 2020 to February 24, 2020, two holders converted a total of 190 shares of Series F Preferred Stock into a total of 304,000 shares of Iconic common stock.

On May 1, 2020, the Company issued 275,000 shares of its common stock to an investor relations firm for services rendered to the Company. The $167,750 fair value of the 275,000 shares of Iconic common stock was expensed as investor relations in the three months ended June 30, 2020.

On June 1, 2020, the Company issued 75,000 shares of its common stock to a consultant for services rendered to the Company. The $51,750 fair value of the 75,000 shares of Iconic common stock was expensed as consulting fees in the three months ended June 30, 2020.

On June 2, 2020, the Company issued 50,000 shares of its common stock to a consulting firm entity for services rendered to the Company. The $35,500 fair value of the 50,000 shares of Iconic common stock was expensed as consulting fees in the three months ended June 30, 2020.

On May 29, 2020 and June 5, 2020, four holders converted a total of 552 shares of Series F Preferred Stock into a total of 883,200 shares of Iconic common stock.

A summary of warrants activity for the period January 1, ~~2017~~2018 to ~~September~~June 30, ~~2019~~2020 follows:

Common shares Equivalent

~~Common shares Equivalent~~

~~Balance, January 1, 2017~~	-
~~Issued in year ended December 31, 2017~~	~~534,000~~

Balance, ~~December 31, 2017~~January 1, 2018	534,000
Issued in the 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
Issued in the three months ended September 30, 2019	5,000,000

Balance, September 30, 2019 and December 31, 2019	~~9,975,198~~9,475,198
Issued in the three months ended March 31, 2020	1,180,000

Balance, March 31, 2020 and June 30, 2020	10,655,198

Issued and outstanding warrants at ~~September~~June 30, ~~2019~~2020 consist of:

Year Granted	Number Common Shares Equivalent		Exercise Price Per Share		Expiration Date	Number Common Shares Equivalent		Exercise Price Per Share			Expiration Date
2017		54,000	$	2.50	June 22, 2022 to June 30, 2022		54,000	$	2.50		June 22, 2022 to June 30, 2022
2018		400,000	$	0.625	March 28, 2021		400,000	$	0.625		March 28, 2021
2018		30,000	$	2.50	May 21, 2023		30,000	$	2.50		May 21, 2023
2018		831,198	$	1.25	September 20, 2023		831,198	$	1.25		September 20, 2023
2018		620,000	$	1.25	September 20, 2023		620,000	$	1.25	*	September 20, 2023
2019		620,000	$	1.25	February 7, 2024		620,000	$	1.25	*	February 7, 2024
2019		1,920,000	$	2.25	May 8, 2024		1,920,000	$	2.25	*	May 8, 2024
2019		5,000,000	$	0.625	August 2, 2024		5,000,000	$	0.625		August 2, 2024
2020							1,180,000	$	1.25		January 12, 2025

Total		9,475,198					10,655,198

* These warrants contain a “down round” provision and thus the exercise price is reduceable to $0.625 per share as a result of the Series F Preferred Stock f~~inancing~~financing which closed on August 2, 2019.

In connection with the Company’s issuance of a total of $135,019 convertible notes payable in the three months ended September 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 September 22, 2022 to September 30, 2022.

As discussed in Note 12, the Company issued a total of 480,000 warrants to four investors from September 2017 to November 2017. The Warrants, which were exercised May 8, 2019 pursuant to Warrant Exchange Agreements (see below), 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 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 expire three years from date of issuance. The $250,000 fair value of the warrants was expensed in the year ended December 31, 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 September 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, which were exercised May 8, 2019 pursuant to Warrant Exchange Agreements (see below), 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 10) 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).

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.~~years and contain “down round” price protection.

As discussed in Preferred Stock above, the Company issued a total of 5,000,000 warrants to investors as part of the offering of 3,125 shares of Series F Preferred Stock which concluded on August 2, 2019. 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 from the date of ~~issuance.~~issuance and contains “down round” price protection.

As also discussed in Preferred Stock above, the Company issued a total of 1,180,000 warrants to investors as part of the offering of 1,500 shares of Series G Preferred Stock which concluded on January 14, 2020. Each warrant is exercisable into one share of common stock at an exercise price of $1.25 per share for a period of five years from the date of issuance and contains “down round” price protection.

No ~~income taxes were recorded~~income taxes were recorded in ~~the~~the periods presented ~~since~~since the ~~Company~~Company had taxable ~~losses~~losses in these ~~periods.~~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) from continuing operations before income taxes. The sources of the difference are as follows:

	Nine months ended September 30,						Six months ended June 30,
	2019			2018			2020			2019
Expected tax at 21%	$	(580,868	)	$	(313,754	)	$	(289,002	)	$	(369,992	)

Nontaxable unrealized gain on investment in and receivable from CAN B Corp.								(15,505	)		-
Nondeductible stock-based compensation		162,897			-			108,745			162,897
Nondeductible expense (nontaxable income) from derivative liability		-			65,955
Nondeductible amortization of debt discount		-			22,648
Increase (decrease) in valuation allowance		417,971			225,151			195,762			207,095

Income tax provision	$	-		$	-		$	-		$	-

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

	September 30,			December 31,			June 30,			December 31,
	2019			2018			2020			2019

Net operating loss carryforward	$	4,176,379		$	3,758,408		$	4,490,845		$	4,295,083

Less valuation allowance		(4,176,379	)		(3,758,408	)		(4,490,845	)		(4,295,083	)

Deferred income tax assets - net	$	-		$	-		$	-		$	-

~~Based~~Based on ~~management’s present assessment,~~management’s present assessment, the ~~Company~~ Company has not yet determined that a deferred tax asset attributable to the future utilization of the net operating loss carryforward as of ~~September~~June 30, 2020 and December 31, 2019 will be realized. Accordingly, the Company has maintained a 100% valuation allowance against the deferred tax asset in the financial statements at ~~September~~June 30, 2020 and December 31, 2019. The Company will continue to review this valuation allowance and make adjustments as appropriate.

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

On ~~May~~ 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.

Pursuant to the License Agreement with the Bivi Licensor (see Note ~~15a.~~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 September 30, 2017 with the Bellissima Licensor (see Note ~~15a.~~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.

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, 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 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 nine~~six months ended ~~September~~June 30, 2020 and 2019, royalties expense under this Agreement was ~~$2,277~~$7,186 and ~~$129,777,~~$127,500, respectively.

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

The Initial License Period commenced October 2019 and expires December 2021 (i.e., two years after first airing of a Bellissima product). Unless either party notifies the other party in writing at least 30 days prior to the end of the Initial License Period or any Renewal License Period of its intent to terminate the Agreement, the License continually renews for additional two-year periods (each, a “Renewal License Period” in perpetuity).

The Agreement provides for United’s payment of “Marketing Fees” (payable no less than monthly) to QVC in amounts agreed to between United and QVC from time to time. For the six months ended June 30, 2020, the Marketing Fees expense (payable to QVC) was $264,472 and the direct response sales generated from QVC programs was $1,094,869.

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.

~~In August~~Effective April 1, 2019, Iconic and United agreed to have United distribute and wholesale Hooters brand products under the same terms contained in the Distribution Agreement with BiVi described in the second preceding paragraph.

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 rate of $265,000 per annum and a compensation stock award of 300,000 shares of Iconic common stock issuable upon the effective date of the planned reverse stock split. The Faltings Employment Agreement provides for a base salary at the rate of $150,000 per annum and a compensation stock award of 100,000 shares of Iconic common stock issuable upon the effective date of the planned reverse stock split.

For the year ended December 31, 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 ~~nine months~~year ended ~~September 30,~~December 31, 2019, we accrued a total of ~~$311,250~~$415,000 officers compensation pursuant to these two Employment Agreements which was allocated 50% to Iconic ($~~155,625)~~207,500), 40% to Bellissima ($~~124,500)~~166,000), and 10% to BiVi ($~~31,125)~~41,500).

~~Prior~~For the six months ended June 30, 2020, we accrued a total of $207,500 officers compensation pursuant to ~~April 1, 2018, the Company used the services of its chief executive officer Richard DeCicco~~these two Employment Agreements which was allocated 50% to Iconic ($103,750) and ~~its assistant secretary Roseann Faltings under informal compensation arrangements (without any employment agreements)~~50% to Bellissima ($103,750).

As of ~~September~~June 30, ~~2019~~2020 and December 31, ~~2018,~~2019, accrued officers compensation was ~~$1,122,500~~$850,550 and ~~$811,250,~~$813,050, respectively.

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 extension has a term of three years from February 1, 2018 to January 31, 2021 and provides for monthly rent of $4,478.

On January 1, 2019, United Spirits, Inc. executed a lease agreement with the two officers of the Company to use part of their residence in Copiague, New York for Company office space. The agreement has a term of three years from January 1, 2019 to December 31, 2021 and provides for monthly rent of $3,930.

At ~~September~~June 30, ~~2019,~~2020, the future minimum lease payments under ~~this~~these two non-cancellable operating ~~lease~~leases were:

Year ending December 31, 2019

$ 13,434

Year ending December 31, 2020

53,736

Year ending December 31, 2021

4,478

Total

$ 71,648

The operating lease ~~liability of $66,817~~liabilities totaling $95,770 at ~~September~~June 30, ~~2019~~2020 as presented in the Consolidated Balance ~~Sheet~~Sheets represents the discounted (at our 10% estimated incremental borrowing rate) value of the future lease payments of ~~$71,648~~$102,091 at ~~September~~June 30, ~~2019.~~2020.

~~On June 1, 2019, Green Grow signed a Sublease~~h. Endorsement Agreement ~~and Operating~~

In February 2020, Iconic executed an Endorsement Agreement with ~~Romanski Farms, Inc. to use certain real property~~an entity (“CEE”) controlled by Chase Elliott (“Elliott”), driver of the Hendrick Motorsports Number 9 NAPA/Hooter’s Chevrolet in ~~Baiting Hollow, New York to plant and grow hemp for CBD extraction.~~races of the NASCAR Cup Series. The ~~lease~~agreement, which has a term ending on December 31, 2021, provides Iconic the right to utilize Elliott’s name in connection with the promotion and distribution of ~~one year~~Hooters brand products and requires CEE and Elliott to perform certain specified services for Iconic including certain promotional appearances. The agreement provides for ~~monthly rent~~compensation payable to CEE of ~~$1,133~~(1) Initial Share Award of 100,000 shares of Iconic common stock (which was issued on February 24, 2020); (2) $75,000 year 2020 cash compensation (which was paid March 6, 2020); (3) $75,000 year 2021 cash compensation payable on or before February 15, 2021; and (4) Year 2021 Second Share Award of that number of shares of Iconic common stock equal to $75,000 based upon the average closing price of the common stock for the five trading days immediately preceding February 15, 2021.

For the six months ended June 30, 2020, we expensed $58,191 in license fees relating to the Endorsement Agreement. As of June 30, 2020, prepaid license fees relating to the Endorsement Agreement was $84,309.

In December 2019, a novel strain of coronavirus was reported to have surfaced in China. The spread of this virus began to cause some business disruption in our United States operations in March 2020. While the disruption is currently expected to be ~~paid by Green Grow.~~temporary, there is considerable uncertainty around the duration. Therefore, the Company expects this matter to negatively impact its operating results. However, the related financial impact and duration cannot be reasonably estimated at this time.

On July ~~26, 2019, Green Grow entered into a Sublease Agreement and a Contract Farming~~29, 2020 (see Note 3), we executed an Exchange Agreement with ~~a third party entity (the “Farmer”~~Can B Corp. (“CANB”) ~~to use 5 acres~~and delivered the 543,714 shares of ~~property located~~CANB common stock (which we received 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 endingconnection with our December 31, 2019 ~~and provides for~~sale of our 51% equity interest in Green Grow ~~payments~~Farms, Inc. to ~~the Farmer~~CANB) to CANB in exchange for CANB’s delivery of ~~per acre fees based on the potency of the crop yield.~~

~~For the nine months ended September 30, 2019, three customers accounted for 13%, 12% and 10%, respectively of sales.~~

~~From October 1, 2019 to October 21, 2019, four holders converted a total of 134.75 shares of Series F Preferred Stock into a total of 215,600~~1,000,000 shares of Iconic common stock to the Company. The July 24, 2020 closing price of Iconic common stock was $0.44 per share. In the quarterly period ended September 30, 2020, we will recognize treasury stock in the amount of $440,000 and we will recognize a loss of $633,835 from our investment in CANB common stock.

On August 7, 2020, the Company issued an aggregate of $2,100,000 face amount of 5% Original Issue Discount Promissory Notes (the “Notes”) to accredited investors for an aggregate purchase price of $2,000,000. The Notes are due on the earlier of: (i) September 4, 2020 (the “Maturity Date”); or (ii) the occurrence of an Event of Default (as defined). At the Company’s sole option, and so long as no Event of Default has occurred and is continuing, the Maturity Date may be extended by thirty (30) calendar days in exchange for an increase to the original issue discount of the Notes to 10%. The Company may prepay, in whole or in part, the principal sum and interest under the Notes without the prior written consent of holders. The Notes are unsecured obligation of the Company, however the Company has agreed that is shall not incur any other indebtedness which is senior in preference to the Notes.

The outstanding principal amount of the Notes together with all accrued and unpaid interest thereunder shall be exchangeable into such securities as may be issued by the Company in the Qualified Financing (as defined). In addition, if the Notes have not been exchange in connection with a Qualified Financing, the holders shall have the right, in their sole discretion, to convert the principal balance of the Notes (including the original issue discount), in whole or in part, into securities of the Company (or its successor or parent) (a “Conversion”) being issued in any private or public offering of equity securities of the Company (or its successor or parent) (an “Offering”) announced while the Notes are outstanding, upon the terms and conditions of the Offering, at a rate equal to, for each $1 of principal amount of this Note surrendered, $1 of new consideration offered for such securities. Finally, at the holders sole option, to the extent that such Offering is not consummated at least two (2) business days prior to the Maturity Date, the holder shall be entitled to revoke its Conversion election and, upon such revocation, all outstanding amounts owing under the Notes shall be due and payable on the Maturity Date in accordance with the terms of the Notes.

Our ~~Management’s Discussion~~management’s discussion and ~~Analysis~~analysis contains not only statements that are historical facts, but also statements that are forward-looking (within the meaning of Section 27A of the Securities Act ~~of 1933~~ and Section 21E of the ~~Securities~~ Exchange ~~Act of 1934).~~Act. Forward-looking statements are, by their very nature, uncertain and risky. These risks and uncertainties include international, national and local general economic and market conditions; demographic changes; our ability to sustain, manage, or forecast growth; our ability to successfully make and integrate acquisitions; raw material costs and availability; new product development and introduction; existing government regulations and changes in, or the failure to comply with, government regulations; adverse publicity; competition; the loss of significant customers or suppliers; fluctuations and difficulty in forecasting operating results; changes in business strategy or development plans; business disruptions; the ability to attract and retain qualified personnel; the ability to protect technology; health epidemics such as COVID-19; and other risks that might be detailed from time to time in our filings with the ~~Securities and Exchange Commission.~~SEC.

Although the forward-looking statements in this Quarterly ~~Statement~~Report on Form 10-Q reflect the good faith judgment of our management, such statements can only be based on facts and factors currently known by them. Consequently, and because forward-looking statements are inherently subject to risks and uncertainties, the actual results and outcomes may differ materially from the results and outcomes discussed in the forward-looking statements. You are urged to carefully review and consider the various disclosures made by us in this ~~report~~Quarterly Report on Form 10-Q and in our other reports as we attempt to advise interested parties of the risks and factors that may affect our business, financial condition, and results of operations and prospects.

The following discussion and analysis of financial condition and results of operations of the Company is based upon, and should be read in conjunction with, ~~its~~the Company’s unaudited financial statements and related notes elsewhere in this Quarterly Report on Form 10-Q, which have been prepared in accordance with accounting principles generally accepted in the United States.

We are a ~~global beverage~~lifestyle branding company with the highest expertise inof developing, from inception to completion, alcoholic beverages for ourselves and third parties. We ~~also~~ market and place products into national distribution through ~~long standing~~long-standing industry relationships. We ~~engage~~are a leader in “Celebrity Branding” of beverages, procuring superior and unique products from around the world and branding our products with internationally recognized celebrities. We currently market and sell the following products:

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

Our mission is to be the industry leader in brand development, marketing, and sales of the alcoholic beverages by capitalizing on our ability to procure products from around the world. Our relationships with internationally recognized celebrities will be leveraged to add value to a product and create brand awareness in unbranded niche categories.

We ~~intend to seek, investigate~~market and if such investigation warrants, acquire an interest in one or more business opportunities presented to it by persons or firms who or which desire to seek the perceived advantages of a publicly held corporation.

BiVi LLC, our subsidiary, is made up of BiVi 100 percent Sicilian Vodka. BiVi LLC’s mission is to promote and support the sales endeavors of the distribution network through targeted and national marketing endeavors and working with celebrity partner Chazz Palminteri.

Bellissima Spirits LLC, our subsidiary, entered into a License Agreement with Christie Brinkley, Inc. an entity owned by Christie Brinkley, to use Brinkley’s endorsement, signature, and other intellectual property owned by Bellissima Spirits LLC. Bellissima by Christie Brinkley issell a line of ~~Organic Prosecco. The~~ line ~~includes a DOC Brut,~~of all-natural and Vegan Prosecco and Sparkling ~~Rose and~~Wine made with organic grapes, including a Zero Sugar, Zero Carb option, ~~which are All Natural~~a DOC Brut and ~~Gluten Free with all Certified Organic~~a Sparkling Rose, pursuant to a License Agreement entered into between our majority-owned (51%) subsidiary, Bellissima Spirits LLC and ~~Vegan.~~Christie Brinkley, Inc., an entity owned by supermodel and entrepreneur Christie Brinkley.

~~Each of Bivi~~We also market and ~~Bellissima have granted United Spirits,~~sell a ~~variable interest~~Vodka product, under the brand “BiVi 100 percent Sicilian Vodka,” pursuant to a License Agreement entered into between our majority-owned (51%) subsidiary, BiVi LLC and Neighborhood Licensing, LLC, an entity ~~of the Company, the exclusive right to sell their products globally.~~owned by Chazz Palminteri.

~~United Spirits, a variable interest entity of the Company, entered into a Brand Licensing Agreement with HI Limited Partnership to manufacture,~~In addition, we market ~~distribute~~ and sell a line of ~~alcoholic products using certain “Hooters” marks throughout North America,, Europe, Asia and Australia. Hooters brand products include a line of~~private-label premium spirits designed by the Company’s management, currently consisting of Vodka, Gin, American Whiskey, Silver and Gold Tequila products from Mexico, and light and dark rum products from Puerto Rico, as well as a craft Cinnamon Whiskey. United Spirits has granted us the exclusive right to market and distributeunder the Hooters brand, ~~products~~including Vodka, Gin, Rum (Dark & Light), Tequila (Silver & Gold), American Whiskey and Hooters Heat Cinnamon Whiskey, pursuant to ~~(a) “Hooters” branded restaurants, (b) liquor distributors~~a Marketing and ~~(c) off-premise, retail establishments.~~Distribution Agreement entered into between us and United Spirits, Inc., a company owned and managed by Richard DeCicco, the President, Chief Executive Officer, Chief Financial Officer and Director of the Company, which we treat as a variable interest entity.

~~Effective January 18, 2019, shares~~On August 4, 2020, we entered into an Exchange Agreement, effective as of ~~our common stock were subject~~July 29, 2020, with Can B Corp., a Florida corporation fka Canbiola, Inc. (“CANB”), pursuant to ~~a 1-for-250 reverse stock split~~ which ~~reduced~~we agreed to exchange the ~~issued and outstanding~~one million (1,000,000) shares of common stock atof CANB (the “CANB Shares”) that we owned for the five hundred forty-three thousand seven hundred fourteen (543,714) shares of the Company’s common stock (the “ICNB Shares”) that were owned by CANB. The ICNB Shares were originally issued by us, in May 2019, in connection with the purchase of Green Grow Farms, Inc. from New York Farms Group, Inc. In addition, as previously reported, we subsequently sold our interests in Green Grow to CANB for the CANB Shares pursuant to a Stock Purchase Agreement dated December ~~31, 2018 from 1,359,941,153 shares to 5,440,312 shares. The discussion below and the accompanying financial statements have been retrospectively adjusted to reflect this reverse stock split.~~4, 2019, as amended on January 27, 2020.

On August 7, 2020, we issued an aggregate of $2,100,000 face amount of 5% Original Issue Discount Promissory Notes (the “Notes”) to accredited investors for an aggregate purchase price of $2,000,000. The Notes are due on the earlier of: (i) September 4, 2020 (the “Maturity Date”); or (ii) the occurrence of an Event of Default (as defined). At our sole option, and so long as no Event of Default has occurred and is continuing, the Maturity Date may be extended by thirty (30) calendar days in exchange for an increase to the original issue discount of the Notes to 10%. We may prepay, in whole or in part, the principal sum and interest under the Notes without the prior written consent of holders. The Notes are unsecured obligations, however we have agreed that we shall not incur any other indebtedness which is senior in preference to the Notes.

The outstanding principal amount of the Notes together with all accrued and unpaid interest thereunder shall be exchangeable into such securities as may be issued by us in a Qualified Financing (as defined). In addition, if the Notes have not been exchange in connection with a Qualified Financing, the holders shall have the right, in their sole discretion, to convert the principal balance of the Notes (including the original issue discount), in whole or in part, into securities of the Company (or its successor or parent) (a “Conversion”) being issued in any private or public offering of equity securities of the Company (or its successor or parent) (an “Offering”) announced while the Notes are outstanding, upon the terms and conditions of the Offering, at a rate equal to, for each $1 of principal amount of this Note surrendered, $1 of new consideration offered for such securities. Finally, at the holders sole option, to the extent that such Offering is not consummated at least two (2) business days prior to the Maturity Date, the holder shall be entitled to revoke its Conversion election and, upon such revocation, all outstanding amounts owing under the Notes shall be due and payable on the Maturity Date in accordance with the terms of the Notes.

As a result of our current financial condition, we have received a report from our independent registered public accounting firm for our financial statements for the years ended December 31, ~~2018~~2019 and ~~2017~~2018 that includes an explanatory paragraph describing the uncertainty as to our ability to continue as a going concern. In order to continue as a going concern, we must effectively balance many factors and generate more revenue so that we can fund our operations from our sales and revenues. If we are not able to do this, we may not be able to continue as an operating company. Until we ~~are able to~~can grow revenues sufficient to meet our operating expenses, we must continue to raise capital by issuing debt or through the sale of our stock. There is no assurance that our cash flow will be adequate to satisfy our operating expenses and capital requirements.

Results of Operations for the Three ~~months~~Months Ended ~~September~~June 30, ~~2019~~2020 and ~~2018~~2019

We had sales of ~~$267,619~~$1,055,600 for the three months ended ~~September~~June 30, ~~2019~~2020 and ~~$217,139~~$145,294 for the three months ended ~~September~~June 30, ~~2018,~~2019, an increase of ~~$50,480.~~$910,306. Our operating expenses were ~~$1,150,998~~$1,265,477 for the three months ended ~~September~~June 30, ~~2019,~~2020, compared to ~~$712,358~~$855,991 for the three months ended ~~September~~June 30, ~~2018,~~2019, an increase of ~~$438,640~~$409,486 or approximately ~~62%~~48%. Our net ~~income (loss)~~operating loss was ~~$(1,004,169)~~($537,937) for the three months ended ~~September~~June 30, ~~2019,~~2020, compared to ~~$(319,908)~~($779,503) for the three months ended ~~September~~June 30, ~~2018,~~2019, a decrease of $241,566 or approximately 31%.

We had sales of $1,461,486 for the six months ended June 30, 2020 and $267,207 for the six months ended June 30, 20219, an increase of ~~$684,261~~$1,194,279. Our operating expenses were $2,331,035 for the six months ended June 30, 2020, compared to $1,878,833 for the six months ended June 30, 2019, an increase of $452,202 or approximately ~~214%~~24%. Our net operating loss was ($1,450,035) for the six months ended June 30, 2020, compared to ($1,761,867) for the six months ended June 30, 2019, a decrease of $311,832 or approximately 18%.

Our operations for the three months ended ~~September~~June 30, ~~2019~~2020 and ~~2018~~2019 were as follows:

Our sales are comprised of sales of BiVi Sicilian Vodka, Bellissima Prosecco and Sparkling Wine, and the line of Hooters brand products introduced in August 2019. Sales were ~~$267,619~~$1,055,600 for the three months ended ~~September~~June 30, ~~2019~~2020 and ~~$217,139~~$145,294 for the three months ended ~~September~~June 30, ~~2018,~~2019, an increase of ~~$50,480~~$910,306 or approximately ~~23%~~626%. The increase in sales was ~~a result of~~ primarily due to continued expansion of the ~~August 2019 introduction~~QVC Network sales of ~~Hooters brand products.~~

~~Cost of sales was $120,790, or approximately 45%~~our Bellissima products, which accounted for $862,000 of sales for the three months ended ~~September~~June 30, ~~2019 and $125,304,~~2020 as compared to $0 for the three months ended June 30, 2019.

Cost of sales was $328,060, or approximately ~~58%~~31% of sales, for the three months ended ~~September~~June 30, ~~2018.~~2020 and $68,806, or approximately 47% of sales, for the three months ended June 30, 2019. Cost of sales includes the cost of the products purchased from our suppliers, freight-in costs and import duties. The decrease in cost of sales as a percentage of sales is due primarily to product mix and slightly lower production costs. There is a higher fulfillment cost associated with the sale of products on the QVC network which is detailed in the discussion below.

Officers compensation was $103,750 for the three months ended ~~September~~June 30, ~~2019~~2020 and ~~$429,588 for the three months ended September 30, 2018, a decrease of $325,838.~~2019. Officers compensation ~~in 2018 includes a catch-up accrual of $207,500 relating~~is paid to ~~employment agreements executed April 1, 2018 with~~ our two ~~officers.~~executives.

Professional and consulting fees were ~~$147,048~~$275,134 for the three months ended ~~September~~June 30, ~~2019~~2020 and ~~$76,370~~$418,566 for the three months ended ~~September~~June 30, ~~2018, an increase~~2019, a decrease of ~~$70,678.~~$143,432. Professional and consulting fees consist primarily of legal and accounting and auditing services. The ~~increase~~decrease was a result of ~~costs associated with getting our financial statements audited, filing a registration statement, and becoming a fully-reporting issuer.~~lower professional fees incurred.

Royalties were ~~$25,243,~~$21,584, or approximately 9%2% of sales, for the three months ended ~~September~~June 30, ~~2019~~2020 and ~~$21,074~~$78,279 for the three months ended ~~September~~June 30, ~~2018, an increase~~2019, a decrease of ~~$4,169.~~$56,695 or approximately 54% of sales. Royalties ~~increased~~decreased primarily due to ~~increased~~the fact that sales to QVC in ~~2019.~~2020 did not have a royalty associated with them whereas in 2019 we paid a royalty advance on our Hooters product line.

Marketing and advertising expenses were ~~$305,222~~$146,528 for the three months ended ~~September~~June 30, ~~2019~~2020 and ~~$58,724~~$37,414 for the three months ended ~~September~~June 30, ~~2018,~~2019, an increase of ~~$246,498~~$109,114 or approximately ~~420%~~291%. The increase was a result of ~~a one-time~~ marketing ~~fee of $250,000 incurred in August 2019 in connection~~fees associated with the ~~Hooters sponsorship of a Nascar event.~~QVC sales channel.

~~Occupancy costs were $47,312 for the three months ended September 30, 2019 and $48,070 for the three months ended September 30, 2018, a decrease of $758.~~

Travel and entertainment expenses were ~~$92,400~~$(279) for the three months ended ~~September~~June 30, ~~2019~~2020 and ~~$34,683~~$79,445 for the three months ended ~~September~~June 30, ~~2018,~~2019, a decrease of $79,724 or approximately 100%. The decrease is a result of limited to no travel during the three months ended June 30, 2020 due to the COVID-19 environment. During the three months ended June 30, 2019, Company personnel attended numerous product development events.

Investor relation expenses were $195,151 for the three months ended June 30, 2020 and $0 for the three months ended June 30, 2019, an increase of ~~$57,717 or approximately 166%.~~$195,151. The increase was primarily related to costs associated with investor relations, as well as stock based expenses incurred as a result of ~~travel related~~the issuance of shares to ~~new product development.~~the our investor relations advisory firm.

Other operating expenses were ~~$430,023~~$523,609 for the three months ended ~~September~~June 30, ~~2019~~2020 and ~~$43,849~~$138,537 for the three months ended ~~September~~June 30, ~~2018,~~2019, an increase of ~~$386,174~~$385,072 or approximately ~~881%~~278%. The increase was primarily related to ~~increased investor relations expenses.~~fulfillment costs of $197,000 associated with the sale of products on the QVC network.

We had a (loss) from operations of ($~~1,004,169)~~537,937) for the ~~nine~~three months ended ~~September~~June 30, 2020 and ($779,503) for the three months ended June 30, 2019, ~~and ($620,523) for the nine months ended September 30, 2018,~~ an ~~increase~~decrease of ~~$383,646~~$241,566 or approximately ~~62%~~31%. Our loss from operations ~~increased,~~decreased, as set forth above, primarily because certain operating expenses, marketing and advertising and other operating expenses, ~~increased.~~increased, offset by an increase in sales.

Total other income was $0 for the nine months ended September 30, 2019 and $300,615 for the three months ended September 30, 2018. The decrease was primarily due to the absence in 2019 of any derivative liability income.

Our previously outstanding convertible notes contained variable conversion features based on the future trading price of our common stock. Therefore, the number of shares of common stock issuable upon conversion of the notes were indeterminate. Accordingly, we recorded the fair value of the embedded conversion features at December 31, 2017 and September 30, 2018 as a derivative liability. The fair value of the derivative liability dropped to zero at December 31, 2018 after we entered into Securities Exchange Agreements with the holders of all convertible debt. For further details, see Note 8 of our consolidated financial statements for the years ended December 31, 2018 and 2017.

We had a net (loss) of ($1,004,169) for the three months ended September 30, 2019 and ($319,908) for the three months ended September 30, 2018, an increase of $684,261 or approximately 214%. Our net loss increased, as set forth above, primarily because certain operating expenses, primarily marketing and advertising and other operating expenses, increased, and because of the decrease in our derivative liability income.

Net Loss attributable to Noncontrolling Interests in Subsidiaries and Variable Interest Entity

The net loss attributable to noncontrolling interests in subsidiaries and variable interest entity represents 49% of the net loss of Bellissima, BiVi and Green Grow (which we own 51%) and 100% of United Spirits (which we own 0%) and is accounted for as a reduction in the net loss attributable to the Company. This net loss was ~~$35,846~~$(87.606) for the three months ended ~~September~~June 30, ~~2019~~2020 and ~~$12,494~~generated income of $90,396 for the three months ended ~~September~~June 30, ~~2018, an increase~~2019, a decrease of ~~$23,352.~~$178,002.

The net loss attributable to Iconic Brands, Inc. was ($~~968,323)~~551,708) for the three months ended ~~September~~June 30, ~~2019~~2020 and ($~~307,414)~~689,107) for the three months ended ~~September~~June 30, ~~2018, an increase~~2019, a decrease of ~~$660,909~~$137,399 or approximately ~~215%~~20%. The net loss from Iconic Brands ~~increased~~decreased primarily as a result of higher marketing and advertising expenses ($246,498), higher other operating expenses ($386,174), and lower other income ($300,615), offset partially by lower officers compensation ($335,838).due to an increase in sales volume.

Results of Operations for the ~~Nine months~~Six Months Ended ~~September~~June 30, ~~2019~~2020 and ~~2018~~

~~We had sales of $534,826 for the nine months ended September 30,~~ 2019 and $422,409 for the nine months ended September 30, 2018, an increase of $112,417 or approximately 27%. Our operating expenses were $3,029,831 for the nine months ended September 30, 2019, compared to $1,861,110 for the nine months ended September 30, 2018, an increase of $1,168,721 or approximately 63%. Our net loss was $2,766,036 for the nine months ended September 30, 2019, compared to $1,494,065 for the nine months ended September 30, 2018, an increase of $1,271,971 or approximately 85%.

Our operations for the ~~nine~~six months ended ~~September~~June 30, ~~2019~~2020 and ~~2018~~2019 were as follows:

Our sales are comprised of sales of BiVi Sicilian Vodka, Bellissima Prosecco and Sparkling Wine, and the line of Hooters brand products introduced in August 2019. Sales were ~~$534,826~~$1,461,486 for the ~~nine~~six months ended ~~September~~June 30, ~~2019~~2020 and ~~$422,409~~$267,207 for the ~~nine~~six months ended ~~September~~June 30, ~~2018,~~2019, an increase of ~~$112,417~~$1,194,279 or approximately ~~27%~~446%. The increase in sales was ~~a result~~primarily due to continued expansion of ~~higher~~the QVC Network sales of our Bellissima ~~volume in 2019 and Hooters brand product~~products, which accounted for $1,104,000 of sales ~~commencing in August~~for the six months ended June 30, 2020 as compared to $0 for the six months ended June 30, 2019.

Cost of sales was ~~$271,031 ,~~$580,486, or approximately ~~51%~~40% of sales, for the ~~nine~~six months ended ~~September~~June 30, ~~2019~~2020 and ~~$244,556,~~$150,241, or approximately ~~58%~~56% of sales, for the ~~nine~~six months ended ~~September~~June 30, ~~2018.~~2019. Cost of sales includes the cost of the products purchased from our suppliers, freight-in costs and import duties. The decrease in cost of sales as a percentage of sales is due primarily to product mix and slightly lower production costs. There is a higher fulfillment cost associated with the sale of products on the QVC network which is detailed in the discussion below.

Officers compensation was ~~$393,250~~$207,500 for the ~~nine~~six months ended ~~September~~June 30, ~~2019~~2020 and ~~$432,795~~$289,500 for the ~~nine~~six months ended ~~September~~June 30, ~~2018,~~2019, a decrease of ~~$39,545.~~$82,000. Officers compensation in 2019 includes a catch-up accrual of $82,000 relating to employment agreements executed on April 1, 2018 with our two officers.

Professional and consulting fees were ~~$1,014,133~~$461,923 for the ~~nine~~six months ended ~~September~~June 30, 2020 and $867,085 for the six months ended June 30, 2019, ~~and $147,777 for the nine months ended September 30, 2018, an increase~~a decrease of ~~$866,356.~~$405,162. Professional and consulting fees consist primarily of legal and accounting and auditing services. The ~~increase~~decrease was a result of ~~costs associated with getting our financial statements audited, filing a registration statement, and becoming a fully-reporting issuer.~~lower professional fees incurred.

Royalties were ~~$178,710,~~$37,548, or approximately ~~33%~~2.5% of sales, for the ~~nine~~six months ended ~~September~~June 30, 2020 and $153,467, or approximately 57% for the six months ended June 30, 2019, ~~and $(47,338) for the nine months ended September 30, 2018, an increase~~a decrease of ~~$226,048.~~$115,919. Royalties ~~increased~~decreased primarily due to the ~~minimum royalty fees relating~~fact that sales to ~~the Hooters agreement signed July 23, 2018 and downward royalty adjustments~~QVC in ~~the three months ended September 30, 2018 as a result of Bellisima special promotion program expenses incurred in the three months ended March 31, 2018.~~

~~For the nine months ended September 30, 2018, we incurred an expense of $597,138 in connection with a product promotion with a large customer. We~~2020 did not have a ~~similar expense for the nine months ended September 30,~~royalty associated with them whereas in 2019 ~~and do not expect to incur such an expense in the foreseeable future.~~we paid a royalty advance on our Hooters product line.

Marketing and advertising expenses were ~~$389,103~~$275,173 for the ~~nine~~six months ended ~~September~~June 30, ~~2019~~2020 and ~~$310,779~~$83,881 for the ~~nine~~six months ended ~~September~~June 30, ~~2018,~~2019, an increase of ~~$78,324~~$191,292, or approximately ~~25%~~228%. The increase was a result of ~~the $250,000 one-time~~ marketing ~~fee incurred in August 2019 in connection~~fees associated with the ~~Hooters sponsorship of a Nascar event, offset partially by lower other marketing in 2019.~~QVC sales channel.

Occupancy costs were $102,867 for the nine months ended September 30, 2019 and $128,564 for the nine months ended September 30, 2018, a decrease of $25,697 or approximately 20%. The decrease was a result of lower warehouse rental costs.

Travel and entertainment expenses were ~~$236,114~~$19,190 for the ~~nine~~six months ended ~~September~~June 30, 2020 and $143,714 for the six months ended June 30, 2019, ~~and $143,984~~a decrease of $124,524 or approximately 87%. The decrease is a result of limited to no travel during the six months ended June 30, 2020 due to the COVID-19 environment. During the six months ended June 30, 2019, Company personnel attended numerous product development events.

Investor relation expenses were $556,840 for the ~~nine~~six months ended ~~September~~June 30, ~~2018,~~2020 and $0 for the six months ended June 30, 2019, an increase of ~~$92,130 or approximately 64%.~~$556,840. The increase was primarily related to costs associated with investor relations, as well as stock based expenses incurred as a result of ~~travel related~~the issuance of shares to ~~new product development.~~the our investor relations advisory firm.

Other operating expenses were ~~$715,654~~$772,861 for the ~~nine~~six months ended ~~September~~June 30, ~~2019~~2020 and ~~$147,411~~$341,186 for the ~~nine~~six months ended ~~September~~June 30, ~~2018,~~2019, an increase of ~~$568,243~~$431,675 or approximately ~~385%~~127%. The increase was ~~a result~~primarily related to fulfillment costs of ~~(i) increased investor relations expenses~~$247,000 associated with the sale of products on the QVC network and ~~(ii) higher salaries due to increased head count.~~costs associated with equity financing transactions.

We had a (loss) from operations of ($~~2,766,036)~~1,450,035) for the ~~nine~~six months ended ~~September~~June 30, 2020 and ($1,761,867) for the six months ended June 30, 2019, ~~and ($1,683,257) for the nine months ended September 30, 2018,~~ an ~~increase~~decrease of ~~$1,082,779~~$311,832, or approximately ~~64%~~18%. Our loss from operations ~~increased,~~decreased, as set forth above, primarily because certain operating expenses, ~~primarily professional~~marketing and ~~consulting fees and other operating expenses, increased.~~

Total other income was $0 for the nine months ended September 30, 2019 and $189,192 for the nine months ended September 30, 2018. The decrease was primarily due to reductions of our derivative liability income, offset by increases in interest and amortization costs associated with our convertible notes.

We had a net loss of ($2,766,036) for the nine months ended September 30, 2019 and ($1,494,065) for the nine months ended September 30, 2018, an increase of $1,271,971 or approximately 85%. Our net loss increased, as set forth above, primarily because certain operating expenses, primarily professional and consulting feesadvertising and other operating expenses, increased, ~~and because of the decrease~~offset by an increase in ~~our derivative liability income.~~sales.

Net Loss attributable to Noncontrolling Interests in Subsidiaries and Variable Interest Entity

The net loss attributable to noncontrolling interests in subsidiaries and variable interest entity represents 49% of the net loss of Bellissima, BiVi and Green Grow (which we own 51%) and 100% of United Spirits (which we own 0%) and is accounted for as a reduction in the net loss attributable to the Company. This net loss was ~~$435,939~~($13,428) for the ~~nine~~six months ended ~~September~~June 30, ~~2019~~2020 and ~~$451,593~~was income of $400,093 for the ~~nine~~six months ended ~~September~~June 30, ~~2018,~~2019, a decrease of ~~$15,654.~~$413,521.

The net loss attributable to Iconic Brands, Inc. was ($~~2,330,097)~~1,389,628) for the ~~nine~~six months ended ~~September~~June 30, ~~2019~~2020 and ($~~1,042,472)~~1,361,774) for the ~~nine~~six months ended ~~September~~June 30, 2019, an increase of ~~$1,287,625~~$27,854, or approximately ~~124%~~2%. The net loss from Iconic Brands increased primarily because of lower net income of $413,521 attributable to noncontrolling interests in subsidiaries and variable interest entity, higher operating costs of $452,202 offset by increased sales and resulting gross margin of $764,034

During the ~~nine~~six months ended ~~September~~June 30, ~~2019~~2020 and ~~September~~June 30, ~~2018,~~2019, we had negative operating cash flows. Our cash on hand as of ~~September~~June 30, ~~2019~~2020 was ~~$1,370,302,~~$672,372, which was derived from the sale of Series FG preferred stock and warrants. Our monthly cash flow burn rate for ~~2018~~2019 was approximately ~~$146,000,~~$228,000, and our monthly burn rate through the ~~nine~~six months ended ~~September~~June 30, ~~2019~~2020 was approximately ~~$268,000.~~$147,000. We have strong medium to long term cash needs. We anticipate that these needs will be satisfied through the issuance of debt or the sale of our securities until such time as our cash flows from operations will satisfy our cash flow needs.

Our cash, current assets, total assets, current liabilities, and total liabilities as of ~~September~~June 30, ~~2019~~2020 and December 31, ~~2018,~~2019, respectively, were as follows:

	September 30,		December 31,					June 30,		December 31,
	2019		2018		Change			2020		2019		Change

Cash	$	1,370,302	$	191,463	$	1,178,839		$	672,372		238,638		433,734
Total Current Assets		2,570,087		563,239		2,006,848			1,926,898		1,411,185		515,713
Total Assets		4,101,904		563,239		3,538,665			3,111,513		2,568,021		543,492
Total Current Liabilities		1,981,943		1,339,566		642,377			2,091,838		2,028,676		63,162
Total Liabilities	$	1,999,488	$	3,600,605	$	(1,601,117	)	$	2,114,747		2,077,823		36,924

Our cash increased ~~$1,178,839~~$433,734 and total current assets increased ~~$2,006,848.~~$515,713. Our total current liabilities increased ~~$642,377~~$63,162 as our accounts payable and accrued expenses increased, reflecting our increase in professional and consulting fees. Our total liabilities ~~decreased $1,601,117.~~increased $36,924. Our stockholders’ ~~(deficiency)~~ equity increased from ~~($3,037,366)~~$490,198 to ~~$2,102,416~~$996,766 due primarily to proceeds from the sale of preferred stock.

In order to repay our obligations in full or in part when due, we will be required to raise significant capital from other sources. There is no assurance, however, that we will be successful in these efforts.

Our cash on hand as of ~~September~~June 30, ~~2019~~2020 was ~~$1,370,302.~~$672,372. Based on our minimal sales and annualized monthly burn rate of approximately ~~$268,000~~$147,000 per month, we will need to raise additional funding through strategic relationships, public or private equity or debt financings. If such funding is not available, or not available on terms acceptable to us, our current development plans may be curtailed.

We have funded our operations from proceeds from the sale of equity and debt securities. We will require significant additional capital to make the investments we need to execute our longer-term business plan. Our ability to successfully raise sufficient funds through the sale of debt or equity securities when needed is subject to many risks and uncertainties and, even if we are successful, future equity issuances would result in dilution to its existing stockholders and any future debt securities may contain covenants that limit our operations or ability to enter into certain transactions.

We had net cash used in operating activities for the ~~nine~~six months ended ~~September~~June 30, ~~2019~~2020 of ~~$(2,408,872)~~($879,271), compared to ~~$(1,464,959)~~($705,021) for the ~~nine~~six months ended ~~September~~June 30, ~~2018.~~2019. For the ~~nine~~six months ended ~~September~~June 30, 2020, the net cash used in operating activities consisted primarily of our net loss of ($1,389,628) plus a net loss attributable to non-controlling interests in our subsidiaries of ($13,428) and inventories of increase ($82,800), offset primarily by stock-based compensation of $517,832. For the six months ended June 30, 2019, the net cash used in operating activities consisted primarily of our net loss of ~~$(2,330,097) plus a net loss attributable to non-controlling interests in our subsidiaries of $(435,939) and inventories of increase~~ ($~~460,878)~~1,361,774), offset ~~primarily~~ by ~~stock-based compensation of $775,700 and accounts payable and accrued expenses increase of $359,473. For the nine months ended September 30, 2018, the~~ net ~~cash used in operating activities consisted primarily of our net loss of $(1,042,472) plus a net loss~~income attributable to our subsidiaries of ~~$(451,593), income from derivative liabilities~~$400,093 and stock based compensation of ~~$(314,072) and inventories increase of ($218,042), offset partially by an increase in accounts payables and accrued expenses of $235,487.~~$775,700.

Except for ~~$15,000~~$8,708 of furniture purchases incurred in 2020 and $5,000 of leasehold improvements ~~incurred~~ in 2019, we had no investing activities for the ~~nine~~six months ended ~~September~~June 30, ~~2019~~2020 or ~~September~~June 30, ~~2018.~~2019.

Our net cash provided by financing activities for the ~~nine~~six months ended ~~September~~June 30, ~~2019~~2020 was ~~$3,602,711,~~$1,296,713, compared to ~~$362,107~~$817,078 for the ~~nine~~six months ended ~~September~~June 30, ~~2018,~~2019, which consisted principally of proceeds from the sale of our Series FG preferred stock and warrants.

On ~~July 18, 2019,~~January 12, 2020, we entered into ~~a Securities Purchase Agreements~~securities purchase agreements (collectively, the ~~“July 2019~~ “Purchase ~~Agreements”~~Agreement”) with ~~the~~ certain accredited investors ~~pursuant to which we sold~~for the sale of an aggregate of ~~3,125~~1,500 shares of our series FG convertible preferred stock (the ~~“Series F~~“Series G Convertible Preferred ~~Stock”~~Stock”), ~~plus~~and warrants (the ~~“July 2019 Warrants”~~“Warrants”) to ~~acquire 5,000,000 million~~purchase 1,200,000 shares of our common stock for gross proceeds of ~~$3,125,000,~~$1,500,000, before deducting placement agent and other offering expenses. ~~Each share~~The terms of the Series FG Convertible Preferred Stock ~~has a stated value of $1,000 per share (the “Stated Value”),~~are set forth under Items 3.02 and is convertible, at any time and from time to time at the option of the holder, into such number of shares of Common Stock (subject to certain limitations) determined by dividing the Stated Value by $0.625 (the “Conversion Price”), subject to adjustment.5.03 below.

The Warrants are exercisable for a period of five years from the date of issuance at an exercise price of ~~$0.625~~$1.25 per share ~~subject to adjustment hereunder~~ (the “Exercise Price”); provided, however, in the event that 90% of the lowest VWAP (as defined in the Warrant) during the three (3) Trading Days immediately following the Effective Date (as defined in the Warrant and such price, the “Reset Price”) is less than the then “Exercise Price then the Exercise Price shall be reduced to equal the Reset Price; provided, further, if the initial Registration Statement is declared effective by the Commission prior to the Liquidity Date (as defined in the Warrant) and does not register all of the Registrable Securities (as defined in the Registration Rights Agreement) for resale by the Holders and in the event that 90% of the lowest VWAP during the three (3) Trading Days immediately following the Liquidity Date (the “Liquidity Market Price””) ~~is less than the then Exercise Price, then the Exercise Price shall be further reduced to equal to Liquidity Market Price.~~. The Investors may exercise the Warrants on a cashless basis if the shares of common stock underlying the Warrants are not then registered pursuant to an effective registration statement.

The ~~Conversion Price~~conversion price of the Series FG Convertible Preferred Stock and the exercise price of the Warrants are subject to ~~full ratchet~~ anti-dilution adjustment for subsequent lower price issuances by ~~the Company,~~us, as well as customary adjustments provisions for stock splits, stock dividends, recapitalizations and the ~~like; provided, however,~~like.

The Series G Convertible Preferred Stock and the Warrant each contain a beneficial ownership limitation that ~~in no event shall the Conversion Price or the Exercise Price be reduced to less than $0.25 (the “Floor Price”), subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions~~restricts each of the Common Stock that occur after the date of the July 2019 Purchase Agreement, provided if the Reset Price or Liquidity Market Price is less than the Floor Price, the Exercise Price shall equal the Floor Price. In addition, in the event that either the Effective Date or the Liquidity Date occurs, and thereafter for any reason the Holder is unable to sell any of the Registrable Securities (as defined in the Registration Rights Agreement) (assuming cashless exercise of the Warrants) pursuant to a registration statement or exemption from registration under the Securities Act for at least 30 consecutive Trading Days without limitation, then additional resets shall occur under the Warrant following each resumption of the investor’s ability to resell the Registrable Securities (each, a “Resumption Date”) until such time that a 30 consecutive Trading Day period is maintained and the Exercise Price shall be adjusted to equal the lesser of (i) the then effective Exercise Price and (ii) the greater of (A) 90% of the lowest VWAP during the three (3) Trading Days immediately following the applicable Resumption Date and (B) the Floor Price.

~~Each of the Selling Stockholders have contractually agreed to restrict their~~Investor’s ability to exercise the Warrants and convert the Series FG Convertible Preferred Stock such that the number of shares of ~~the Company~~our common stock held by each of them and their affiliates after such conversion or exercise does not exceed 4.99% or 9.99% (at the election of the Investor) of ~~the Company’s~~our then issued and outstanding shares of common stock. As a result, as of the date of this Prospectus, a Selling Stockholder cannot own more than approximately 616,458 shares after giving effect to any issuance to the Selling Stockholder. If our total number of outstanding shares of common stock increases, or if the Selling Stockholder subsequently disposes of shares acquired from us in the open market, then we would be able to sell more shares to the Selling Stockholder before reaching the 4.99% threshold.

The ~~July 2019~~ Purchase ~~Agreements~~Agreement also ~~provide~~provides that until the 18 month anniversary of the ~~Effective Date (as defined in~~date of the ~~July 2019~~ Purchase ~~Agreements),~~Agreement, in the event of a subsequent financing (except for certain exempt issuances as provided in the ~~July 2019~~ Purchase ~~Agreements)~~Agreement) by ~~the Company,~~us, each Investor that invested over ~~$200,000~~$500,000 pursuant to the ~~July 2019~~ Purchase ~~Agreements~~Agreement will have the right to participate in such subsequent financing up to an amount equal to the Investor’s proportionate share of the subsequent financing based on such Investor’s participation in this private placement on the same terms, conditions and price provided for in the subsequent financing up to an amount equal to 50% of the subsequent financing. The ~~July 2019~~ Purchase Agreements also provide that for as long as the Series FG Convertible Preferred Stock or Warrants are outstanding, if ~~the Company effects~~we effect a subsequent financing, an Investor may elect, in its sole discretion, to exchange all or a portion of the Series FG Convertible Preferred Stock then held by such Investor for any securities issued in a subsequent financing on a $1.00 for $1.00 basis, provided such subsequent financing is not a firm commitment underwritten offering.

From the date of the ~~July 2019~~ Purchase ~~Agreements~~Agreement until the date that is the earlier of (i) ~~six (6)~~nine (9) months following the ~~Effective Date (as defined in~~date of the ~~July 2019~~ Purchase ~~Agreements)~~Agreement and (ii) the date that the VWAP for 10 consecutive Trading Days following ~~the Effective Date~~January 12, 2020 is greater than $1.25, subject to adjustment, ~~the Company~~we shall not issue, enter into any agreement to issue or announce the issuance or proposed issuance of any shares of common stock or Common Stock Equivalents (as defined in the ~~July 2019~~ Purchase ~~Agreements)~~Agreement).

We also entered into separate Registration Rights Agreements with the ~~investors,~~Investors, pursuant to which ~~the Company~~we agreed to undertake to file a registration statement to register the resale of the shares underlying the Series FG Convertible Preferred Stock and Warrants within ~~thirty (30)~~ten (10) days following the ~~closing~~ date of written demand by the lead investor (the ~~“Filing~~“Demand 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~~we are 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 681.25 shares of our Series F Convertible Preferred Stock.

As of ~~September~~June 30, ~~2019,~~2020, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K and did not have any commitments or contractual obligations.

~~As a smaller reporting company, we are~~The Company is not required to provide the information required by this ~~Item.~~Item as it is a “smaller reporting company,” as defined in Rule 12b-2 of the Exchange Act.

We conducted an evaluation, with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the ~~Securities Exchange Act of 1934, as amended, or the~~ Exchange Act, as of ~~September~~June 30, ~~2019,~~2020, to ensure that information required to be disclosed by us in the reports filed or submitted by us under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the ~~Securities Exchange Commission’s~~SEC’s rules and forms, including to ensure that information required to be disclosed by us in the reports filed or submitted by us under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer ~~have~~ concluded that as of ~~September~~June 30, ~~2019,~~2020, our disclosure controls and procedures were not effective at the reasonable assurance level due to the material weaknesses identified and described in our Annual Report on Internal Control Over Financial Reporting filed in our Annual Report on Form ~~10-K.~~10-K for the year ended December 31, 2019.

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

~~No change~~There were no changes in our ~~system of~~ internal control over financial reporting ~~occurred~~ during ~~the period covered by this report, the three month period ended September 30, 2019,~~our most recent fiscal quarter that ~~has~~have materially affected, or isare reasonably likely to materially affect, our internal control over financial reporting.

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

The Company is not required to provide the information required by this Item as it is a “smaller reporting company,” as defined in Rule ~~229.10(f)(1).~~12b-2 of the Exchange Act.

Except as set forth below or previously reported on a Current Report on Form 8-K, we had no unregistered sales of equity securities during the ~~three month period~~quarter ended ~~September~~June 30, ~~2019.~~2020.

On ~~September 13, 2019,~~June 1, 2020, the Company issued ~~an aggregate~~75,000 shares of ~~781,250 shares of~~its common stock to a ~~FINRA-registered broker-dealer and certain individuals associated with the broker-dealer~~consultant for services ~~related~~rendered to the ~~July 2019 Offering of Series F Convertible Preferred Stock.~~Company.

On ~~September 27, 2019 a stockholder converted 50~~May 1, 2020, the Company issued 275,000 shares of ~~Series F Preferred Stock into 80,000~~its common stock to an investor relations firm for services rendered to the Company.

On June 2, 2020, the Company issued 50,000 shares of its common ~~stock.~~stock to a consulting firm for services rendered to the Company.

~~All of the issuances were exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, there was no solicitation, and the investors were accredited or sophisticated.~~

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

PART I – FINANCIAL INFORMATION

ITEM 1	Financial Statements	F-1

ITEM 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	4

ITEM 3	Quantitative and Qualitative Disclosures About Market Risk	1314

ITEM 4	Controls and Procedures	1314

PART II – OTHER INFORMATION

ITEM 1	Legal Proceedings	1415

ITEM 1A	Risk Factors	1415

ITEM 2	Unregistered Sales of Equity Securities and Use of Proceeds	1415

ITEM 3	Defaults Upon Senior Securities	1415

ITEM 4	Mine Safety Disclosures	1415

ITEM 5	Other Information	1415

ITEM 6	Exhibits	1516

Signatures		1617

Certifications

~~FINANCIAL STATEMENTS~~Consolidated Balance Sheets as of June 30, 2020and December 31, 2019		~~Page(s)~~F-2

Consolidated ~~Bala~~Statemen~~nce Sheets F-2 as~~ts of ~~September 30, 2019, and December 31, 2018~~Opera		~~F-2~~

~~Consolidated Statements of Operations~~ tions for ~~the~~the three and ~~nine~~six months ended ~~September~~June 30, 2020 and 2019 ~~and 2018~~		F-3

Consolidated Statements of Changes in Stockholders’ Equity ~~(Deficiency)~~ for the ~~nine~~three and six months ended ~~September~~June 30, 2020 and 2019 ~~and 2018~~		F-4 - F-5

Consolidated ~~Statements~~Statements of ~~Cash Flows~~ Cash Flows for ~~the nine~~the six months ended ~~September~~June 30, 2020 and 2019 ~~and 2018~~		F-6

Notes to Consolidated Financial Statements		F-7

~~Notes~~ to ~~Consolidated Financial Statements~~F-27		~~F-8~~

	June 30,			December 31,
	2020			2019
	(Unaudited)
Assets

Current assets:
Cash and cash equivalents	$	672,372		$	263,638
Accounts receivable (less allowance for doubtful accounts of $26,513 and $26,513, respectively)		513,617			573,747
Inventories		656,600			573,800
Prepaid expenses		84,309			-

Total current assets		1,926,898			1,411,185

Right-of-use assets, less accumulated amortization of $171,019 and $125,921, respectively		91,738			136,836
Leasehold improvements, furniture, and equipment (less accumulated depreciation and amortization of $9,666 and $0, respectively)		19,042			20,000
Investment in and receivable from Can B Corp		1,073,835			1,000,000

Total assets	$	3,111,513		$	2,568,021

Liabilities and Stockholders’ Equity

Current liabilities:
Current portion of operating lease liabilities	$	72,861		$	90,982
Accounts payable and accrued expenses		1,962,133			1,852,563
Loans payable to officer and affiliated entity
-noninterest bearing and due on demand		28,386			45,131
Notes payable		28,458			40,000

Total current liabilities		2,091,838			2,028,676

Non-current portion of operating lease liabilities		22,909			49,147
Total liabilities		2,114,747			2,077,823
Commitments and contingencies (Note 13)

Stockholders’ equity:
Preferred stock, $.001 par value; authorized 100,000,000 shares:
Series A, 1 and 1 share issued and outstanding, respectively		1			1
Series E, 2,115,224 and 2,790,224 shares issued and outstanding, respectively		2,115			2,790
Series F ($1,000 per share stated value), 2,413.75 and 3,155.75 shares issued and outstanding, respectively		2,413,750			3,155,750
Series G ($1,000 per share stated value), 1,475 and 0 shares issued and outstanding, respectively		1,475,000			-

Common stock, $.001 par value; authorized 200,000,000 shares,
17,268,881 and 14,576,681 shares issued and outstanding respectively		17,269			14,577

Additional paid-in capital		22,430,430			21,282,679

Accumulated deficit		(24,315,376	)		(22,925,748	)

Total Iconic Brands, Inc. stockholders’ equity		2,023,189			1,530,049

Noncontrolling interests in subsidiaries and variable interest entity		(1,026,423	)		(1,039,851	)

Total stockholders’ equity		996,766			490,198

Total liabilities and stockholders’ equity	$	3,111,513		$	2,568,021

	Series A Preferred Stock $.001 par				Series C Preferred Stock $.001 par						Series D Preferred Stock $.001 par					Series E Preferred Stock $.001 par				Series F Preferred Stock $1,000 stated value per share		Common Stock $.001 par				Common Stock to be issued to Escrow Agent $0.001 par						Additional Paid-in			Non- controlling Interests in Sub- sidiaries and Variable Interest			Accumulated
	Shares		Amount		Shares			Amount			Shares			Amount		Shares		Amount		Shares	Amount	Shares		Amount		Shares			Amount			Capital			Entity			Deficit			Total
Nine Months Ended September 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	)

	Series A Preferred Stock $.001 par				Series C Preferred Stock $.001 par				Series D Preferred Stock $.001 par				Series E Preferred Stock $.001 par						Series F Preferred Stock $1,000 stated value per share				Common Stock $.001 par				Common Stock to be issued to Escrow Agent $0.001 par				Additional Paid-in			Non-controlling Interests in Sub- sidiaries and Variable Interest			Accumulated
	Shares		Amount		Shares		Amount		Shares		Amount		Shares			Amount			Shares		Amount		Shares		Amount		Shares		Amount		Capital			Entity			Deficit			Total
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

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

Sale of Series F Preferred Stock and warrants in connection with Securities Purchase Agreements dated July 18, 2019		-		-		-		-		-		-		-			-			3,125		3,125,000		-		-		-		-		-			-			-			3,125,000
Placement agent commissions, expenses and stock-based compensation		-		-		-		-		-		-		-			-			-		-		781,250		781		-		-		(323,281	)		-			-			(322,500	)
Exchange of Series E Preferred Stock for Series F Preferred Stock		-		-		-		-		-		-		(2,725,000	)		(2,725	)		681		681,250		-		-		-		-		(678,525	)		-			-			-
Issuance of common stock in exchange for Series E Preferred Stock		-		-		-		-		-		-		(1,000,000	)		(1,000	)		-		-		400,000		400		-		-		600			-			-			-

	Three Months			Three Months			Nine Months			Nine Months
	Ended September 30,			Ended September 30,			Ended September 30,			Ended September 30,
	2019			2018			2019			2018

Sales	$	267,619		$	217,139		$	534,826		$	422,409
Cost of Sales		120,790			125,304			271,031			244,556
Gross profit		146,829			91,835			263,795			177,853

Operating expenses:
Officers compensation		103,750			429,588			393,250			432,795
Professional and consulting fees (including stock-based compensation of $0, $0, $775,900 and $23,250, respectively)		147,048			76,370			1,014,133			147,777
Royalties		25,243			21,074			178,710			(47,338	)
Special promotion program with customer		-			-			-			597,138
Marketing and advertising		305,222			58,724			389,103			310,779
Occupancy costs		47,312			48,070			102,867			128,564
Travel and entertainment		92,400			34,683			236,114			143,984
Other		430,023			43,849			715,654			147,411

Total operating expenses		1,150,998			712,358			3,029,831			1,861,110

Income (loss) from operations		(1,004,169	)		(620,523	)		(2,766,036	)		(1,683,257	)

Other income (expense):
Income (expense) from derivative liability		-			304,224			-			314,072
Interest expense		-			(10,139	)		-			(29,699	)
Amortization of debt discounts		-			(6,135	)		-			(107,846	)
Other income		-			12,665			-			12,665

Total other income (expense) - net		-			300,615			-			189,192

Net income (loss)		(1,004,169	)		(319,908	)		(2,766,036	)		(1,494,065	)

Net loss (income) attributable to noncontrolling
interests in subsidiaries and variable interest entity		35,846			12,494			435,939			451,593

Net income (loss) attributable to Iconic Brands, Inc.	$	(968,323	)	$	(307,414	)	$	(2,330,097	)	$	(1,042,472	)

Net income (loss) per common share:
Basic and diluted	$	(0.08	)	$	(0.05	)	$	(0.24	)	$	(0.16	)

Weighted average common shares
outstanding and to be issued to Escrow Agent:
Basic and diluted		12,525,768			6,376,120			9,742,957			6,346,400

	Three Months Ended June 30,						Six Months Ended June 30,
	2020			2019			2020			2019

Sales	$	1,055,600		$	145,294		$	1,461,486		$	267,207
Cost of Sales		328,060			68,806			580,486			150,241
Gross profit		727,540			76,488			881,000			116,966

Operating expenses:
Officers compensation		103,750			103,750			207,500			289,500
Professional and consulting fees		275,134			418,566			461,923			867,085
Royalties		21,584			78,279			37,548			153,467
Marketing and advertising		146,528			37,414			275,173			83,881
Fulfillment		196,687			-			246,687			-
Occupancy costs		23,911			27,932			46,162			55,555
Travel and entertainment		(279	)		79,445			19,190			143,714
Investor relations		195,151			-			556,840			-
Other		303,011			110,605			480,012			285,631

Total operating expenses		1,265,477			855,991			2,331,035			1,878,833

Operating loss		(537,937	)		(779,503	)		(1,450,035	)		(1,761,867	)

Unrealized gain on investment in and receivable from Can B Corp		73,835			-			73,835			-

Net loss		(464,102	)		(779,503	)		(1,376,200	)		(1,761,867	)

Net loss (income) attributable to noncontrolling interests in subsidiaries and variable interest entity		(87,606	)		90,396			(13,428	)		400,093

Net loss attributable to Iconic Brands, Inc.	$	(551,708	)	$	(689,107	)	$	(1,389,628	)	$	(1,361,774	)

Net loss per common share – basic and diluted	$	(0.03	)	$	(0.07	)	$	(0.09	)	$	(0.16	)

Weighted average common shares
Outstanding and to be issued to Escrow Agent – basic and diluted		16,514,400			10,543,700			15,965,555			8,351,552

	Series A Preferred Stock, $.001 par				Series C Preferred Stock, $.001 par				Series D Preferred Stock, $.001 par				Series E Preferred Stock, $.001 par						Series F Preferred Stock, $1,000 stated value per share						Series G Preferred Stock, $1,000 stated value per share				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		Shares		Amount		Shares		Amount		Capital			Entity			Deficit			Total
Six Months Ended June 30, 2020

Balance at January 1, 2020		1	$	1		-	$	-		-	$	-		2,790,224		$	2,790			3,156		$	3,155,750			-	$	-		14,576,681	$	14,577		-		-	$	21,282,679		$	(1,039,851	)	$	(22,925,748	)	$	490,198
Sale of Series G Preferred Stock and warrants		-		-		-		-		-		-		-			-			-			-			1,475		1,475,000		-		-		-		-		-			-			-			1,475,000
Placement agent fees and stock-based compensation		-		-		-		-		-		-		-			-			-			-			-		-		375,000		375		-		-		(150,375	)		-			-			(150,000	)
Issuance of common stock in exchange for Series E Preferred Stock		-		-		-		-		-		-		(675,000	)		(675	)		-			-			-		-		270,000		270		-		-		405			-			-			-
Issuance of common stock in exchange for Series F Preferred Stock		-		-		-		-		-		-		-			-			(190	)		(190,000	)		-		-		304,000		304		-		-		189,696			-			-			-
Issuance of common stock in exchange for services rendered and to be rendered		-		-		-		-		-		-		-			-			-			-			-		-		460,000		460		-		-		302,308			-			-			302,768
Net loss		-		-		-		-		-		-		-			-			-			-			-		-		-		-		-		-		-			(74,178	)		(837,920	)		(912,098	)

Balance at March 31, 2020		1		1		-		-		-		-		2,115,224			2,115			2,966			2,965,750			1,475		1,475,000		15,985,681		15,986		-		-		21,624,713			(1,114,029	)		(23,763,668	)		1,205,868

Issuance of common stock in exchange for Series F Preferred Stock		-		-		-		-		-		-		-			-			(552	)		(552,000	)		-		-		883,200		883		-		-		551,117			-			-			-
Issuance of common stock in exchange for services		-		-		-		-		-		-		-			-			-			-			-		-		400,000		400		-		-		254,600			-			-			255,000
Net loss		-		-		-		-		-		-		-			-			-			-			-		-		-		-		-		-		-			87,606			(551,708	)		(464,102	)

Balance at June 30, 2020		1	$	1		-		-		-		-		2,115,224		$	2,115			2,414		$	2,413,750			1,475	$	1,475,000		17,268,881	$	17,269		-		-	$	22,430,430		$	(1,026,423	)	$	(24,315,376	)	$	996,766

	Nine Months Ended September 30,
	2019			2018
Operating Activities:
Net income (loss) attributable to Iconic Brands, Inc.	$	(2,330,097	)	$	(1,042,472	)
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		(435,939	)		(451,593	)
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		-			(314,072	)
Amortization of debt discounts		-			107,846
Changes in operating assets and liabilities:
Accounts receivable		(79,431	)		189,939
Inventories		(460,878	)		(218,042	)
Prepaid expenses		-			(25,000	)
Notes receivable from related parties of Green Grow Farms, Inc.		(287,700	)		-
Accounts payable and accrued expenses		359,473			235,487
Accrued interest payable		-			29,698

Net cash used in operating activities		(2,408,872	)		(1,464,959	)

Investing Activities:
Leasehold improvements		(15,000	)		-
Net cash used in investting activities		(15,000	)		-

Financing Activities :
Proceeds from sale of Series F Preferred Stock and warrants (net of placement agent fees of $322,500)		2,802,500			-
Proceeds from sale of Series E Preferred Stock and warrants		509,380			300,000
Proceeds from exercise of warrants		307,200
Loans payable to officer and affiliated entity		(16,369	)		62,107

Net cash provided by financing activities		3,602,711			362,107

Increase (decrease) in cash and cash equivalents		1,178,839			(1,102,852	)

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

Cash and cash equivalents, end of period	$	1,370,302		$	134,580

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		$	344,921

Series E Preferred Stock 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	$	989		$	-

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

Exchange of Series E Preferred Stock for Series F Preferred Stock	$	681,250		$	-

Issuance of common stock to placement agent	$	781		$	-

Issuance of common stock in exchange for Series F Preferred Stock	$	227		$	-

	September 30, 2019			December 31, 2018
Balance Sheets

Cash and cash equivalents	$	55,658		$	38,793
Intercompany receivable from Iconic (A)		114,507			204,461
Right-of-use asset		66,817			-
Total assets	$	236,982		$	243,254

Accounts payable and accrued expense	$	197,029		$	11,338
Loans payable to officer and affiliated entity		54,668			71,037
Intercompany payable to Bellissima (A)		320,260			335,257
Intercompany payable to BiVi (A)		66,876			56,854
Operating lease liability		66,817			-
Total Liabilities		705,650			474,486
Noncontrolling interest in VIE		(468,668	)		(231,333	)
Total liabilities and stockholders deficiency	$	236,982		$	243,153

	Nine months ended September 30,
Statements of operations:	2019			2018

Intercompany distribution income (A)	$	8,934		$	7,665

Royalty expense		127,500			-
Officers compensation		82,000			-
Other operating expenses net		36,870			7,479
Total operating expenses		246,370			7,479
Net income (loss)	$	(237,436	)	$	186

	June 30,			December 31,
Balance Sheets:	2020			2019

Cash and cash equivalents	$	655,092		$	130,454
Intercompany receivable from Iconic (A)		515,231			56,495
Right-of-use asset		30,327			54,955
Total assets	$	1,200,650		$	241,904

Accounts payable and accrued expenses	$	203,461		$	187,658
Loans payable to officer and affiliated entity		71,332			88,077
SBA Payroll Protection Program loan		28,458			-
Intercompany payable to Bellissima (A)		1,277,217			317,722
Intercompany payable to BiVi (A)		66,876			66,876
Operating lease liability		30,327			54,955
Total Liabilities		1,677,671			715,288
Noncontrolling interest in VIE		(477,021	)		(473,384	)
Total liabilities and stockholders’ deficiency	$	1,200,650		$	241,904

	Six months ended June 30,
Statements of operations:	2020			2019

Intercompany distribution income (A)	$	6,615		$	4,542

Royalty expense		-			127,500
Officers’ compensation	-			82,000
Other operating expenses – net	10,252			36,450
Total operating expenses		10,252			245,950
Net income (loss)	$	(3,637	)	$	(241,408	)
(A) Eliminated in consolidation

	September 30, 2019		December 31, 2018

Finished goods:
Hooters brands	$	324,255	$	-
Bellissima brands		132,602		206,988
BiVi brands		46,620		51,282
Total finished goods		503,477		258,270

Raw materials:
Hooters brands		85,671		-
Green Grow plants		130,000		-
Total raw materials		215,671		-

Total	$	719,148	$	258,270

Promissory note from Apolise LLC dated July 1, 2019 in the amount of up to $300,000, interest at 4% and principal due July 31, 2020	$	174,000
Promissory note from Peter Scalise dated July 27, 2019 in the amount of up to $200,000, interest at 4% and principal due July 26, 2020		50,200
Promissory note from Equity Markets Adv LLC dated July 27, 2019 in the amount of up to $200,000, interest at 4% and principal due July 26, 2020		50,000
Payment for Green Grow Farms Texas LLC		13,500
Total	$	287,500

	June 30, 2020		December 31, 2019
Accounts payable	$	767,758	$	737,850
Accrued officers compensation		850,550		813,050
Accrued royalties		332,590		295,042
Other		11,235		6,621
Total	$	1,962,133	$	1,852,563

	September 30, 2019		December31, 2018
Accounts payable	$	165,163	$	175,405
Accrued officers compensation		1,122,500		811,250
Accrued royalties		325,751		174,985
Other		57,535		149,835

Total	$	1,670,949	$	1,311,475

Year ending December 31, 2019	$	13,434
Year ending December 31, 2020		53,736
Year ending December 31, 2021		4,478
Total	$	71,648

Year ended December 31, 2020	$	50,448
Year ended December 31, 2021		51,643
Total	$	102,091

	2020		2019
Bellissima product line:

QVC direct response sales	$	1,094,869	$	-
Other		267,683		263,507
Total Bellissima		1,362,552		263,507
BiVi product line		-		3,700
Hooters product line		98,934		-

Total	$	1,461,486	$	267,207

	·	Bellissima Prosecco – these products comprise a line of all-natural and Vegan Prosecco and Sparkling Wine made with organic grapes, including a Zero Sugar, Zero Carb option, a DOC Brut and a Sparkling Rose;

	·	Bella Sprizz Apertifs - these products comprise a line of aperitifs consisting of three different expressions, a classic Italian aperitif, an all-natural elderflower aperitif and a classic Italian bitter;

	·	BiVi Vodka – this product is made from semolina wheat grown out of the rich volcanic soil and pure mountain spring water of Sicily; and

	·	Hooters Spirits – these products comprise a line of private-label premium spirits that are sold under the Hooters brand. The full line of Hooters Spirits includes Vodka, Gin, Rum (Dark & Light), Tequila (Silver & Gold), American Whiskey and Hooters Heat Cinnamon Whiskey.

	June 30,			June 30,			Increase /
	2020			2019			(Decrease)

Sales	$	1,055,600		$	145,294		$	910,306
Cost of Sales		328,060			68,806			259,254
Gross Profit		727,540			76,488			651,052

Operating expenses:
Officers compensation		103,750			103,750
Professional and consulting		275,134			418,566			(143,432	)
Royalties		21,584			78,279			(56,695	)
Investor relations		195,151			-			195,151
Marketing and advertising		146,528			37,414			109,114
Travel and entertainment		(279	)		79,445			(79,724	)
Other operating expenses, including fulfillment and occupancy		523,609			138,537			385,072
Total operating expenses		1,265,477			855,991			409,486

Net operating income (loss)		(537,937	)		(779,503	)		(241,566	)
Unrealized gain on investment		73,835			-			73,835

Net loss (income) attributable to noncontrolling interests in subsidiaries and variable interest entity		(87,606	)		90,396			(178,002	)
Net income (loss) attributable to Iconic Brands, Inc		(551,708	)		(689,107	)		(137,399	)

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~~

10.1		~~Marketing and Distribution~~Exchange Agreement by and ~~between~~among the Company and ~~United Spirits, Inc.,~~Can B Corp dated ~~April 1, 2019.~~as of July 29, 2020 (Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on August 10, 2020)

10.2		Form of 5% Original Issue Discount Promissory Note (Incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed on August 10, 2020)

31.1*		Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2*		Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1*		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2*		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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

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

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

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

~~101.LAB~~101.LAB*		XBRL Labels Linkbase Document

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

	Iconic Brands, Inc.

Dated: ~~November 22, 2019~~August 19, 2020	By:	/s/ Richard J. DeCicco
		Richard J. DeCicco
	Its:	Chief Executive Officer and Chief Financial Officer (Principal Executive, Financial and Accounting Officer)