Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2019 | May 09, 2019 | |
Document And Entity Information | ||
Entity Registrant Name | Iconic Brands, Inc. | |
Entity Central Index Key | 0001350073 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2019 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Is Entity's Reporting Status Current? | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 8,673,874 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2019 | |
Emerging Growth Company | true | |
Entity Small Business | true | |
Entity Ex Transition Period | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 162,517 | $ 191,463 |
Accounts receivable | 103,940 | 113,506 |
Inventory | 216,502 | 258,270 |
Total current assets | 482,959 | 563,239 |
Right-of-use asset | 89,673 | |
Total assets | 572,632 | 563,239 |
Current liabilities: | ||
Current portion of operating lease liability | 46,879 | |
Accounts payable and accrued expenses | 1,531,972 | 1,311,475 |
Loans payable to officer and affiliated entity-noninterest bearing and due on demand | 28,091 | 28,091 |
Note payable to consultant due December 31, 2019 (Note 10) | 50,000 | |
Total current liabilities | 1,656,942 | 1,339,566 |
Non-current portion of operating lease liability | 42,794 | |
Derivative liability on warrants | 2,261,039 | |
Total liabilities | 1,699,736 | 3,600,605 |
Stockholders' deficiency: | ||
Common stock, $.001 par value; authorized 2,000,000,000 shares, 8,244,515 and 5,440,312 shares issued and outstanding respectively | 8,244 | 5,440 |
Common stock to be issued to Escrow Agent, $.001 par value; 0 and 534,203 shares, respectively | 534 | |
Additional paid-in capital | 19,426,135 | 18,798,438 |
Accumulated deficit | (19,644,453) | (21,233,083) |
Total Iconic Brands, Inc. stockholders’ deficiency | (202,107) | (2,422,066) |
Noncontrolling interests in subsidiaries and variable interest | (924,997) | (615,300) |
Total stockholders' deficiency | (1,127,104) | (3,037,366) |
Total liabilities and stockholders' deficiency | 572,632 | 563,239 |
Series A Preferred Stock | ||
Stockholders' deficiency: | ||
Preferred stock, value | 1 | 1 |
Series C Preferred Stock | ||
Stockholders' deficiency: | ||
Preferred stock, value | 1 | |
Series D Preferred Stock | ||
Stockholders' deficiency: | ||
Preferred stock, value | ||
Series E Preferred Stock | ||
Stockholders' deficiency: | ||
Preferred stock, value | $ 7,966 | $ 6,603 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2019 | Dec. 31, 2018 |
Preferred stock, par value | $ .001 | $ .001 |
Preferred stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 2,000,000,000 | 2,000,000,000 |
Common stock, shares issued | 8,244,515 | 5,440,312 |
Common stock, shares outstanding | 8,244,515 | 5,440,312 |
Series A Preferred Stock | ||
Preferred stock, shares issued | 1 | 1 |
Preferred stock, shares outstanding | 1 | 1 |
Series C Preferred Stock | ||
Preferred stock, shares issued | 0 | 1,000 |
Preferred stock, shares outstanding | 0 | 1,000 |
Series D Preferred Stock | ||
Preferred stock, shares issued | 0 | 10 |
Preferred stock, shares outstanding | 0 | 10 |
Series E Preferred Stock | ||
Preferred stock, shares issued | 7,965,514 | 6,602,994 |
Preferred stock, shares outstanding | 7,965,514 | 6,602,994 |
Escrow Agent [Member] | ||
Common stock, par value | $ .001 | $ .001 |
Common stock, shares issued | 0 | 534,203 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Consolidated Statements Of Operations | ||
Sales | $ 121,913 | $ 61,719 |
Cost of Sales | 81,435 | 37,409 |
Gross profit | 40,478 | 24,310 |
Operating expenses: | ||
Officers compensation | 185,750 | |
Professional and consulting fees | 448,519 | 12,286 |
Royalties | 75,188 | 6,590 |
Special promotion program with customer | 597,138 | |
Marketing and advertising | 46,467 | 59,315 |
Occupancy costs | 27,623 | 43,798 |
Travel and entertainment | 64,269 | 40,315 |
Other | 175,026 | 30,252 |
Total operating expenses | 1,022,842 | 789,694 |
Income (loss) from operations | (982,364) | (765,384) |
Other income (expense): | ||
Income (expense) from derivative liability | 827,197 | |
Interest expense | (9,421) | |
Amortization of debt discounts | (51,656) | |
Other income | 1,119 | |
Total other income (expense) - net | 767,239 | |
Net income (loss) | (982,364) | 1,855 |
Net loss (income) attributable to noncontrolling interests in subsidiaries and variable interest entity | 309,697 | 347,747 |
Net income (loss) attributable to Iconic Brands, Inc. | $ (672,667) | $ 349,602 |
Net income (loss) per common share: Basic and diluted | $ (0.10) | $ 0.06 |
Weighted average common shares outstanding and to be issued to Escrow Agent: Basic and diluted | 6,159,404 | 6,331,457 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Operating Activities: | ||
Net income (loss) attributable to Iconic Brands, Inc. | $ (672,667) | $ 349,602 |
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 | (309,697) | (347,747) |
Note payable to consultant issued February 7, 2019 and charged to consulting fees | 50,000 | |
Stock -based compensation | 290,700 | |
Expense (income) from derivative liability | (827,197) | |
Amortization of debt discounts | 51,656 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | 9,566 | 223,237 |
Inventory | 41,768 | 4,741 |
Prepaid expenses | (96,275) | |
Accounts payable and accrued expenses | 220,754 | (255,211) |
Accrued interest payable | 9,421 | |
Net cash used in operating activities | (369,576) | (887,573) |
Financing Activities : | ||
Proceeds from sale of Series E Preferred Stock and warrants | 340,630 | |
Loans payable to officer and affiliated entity | 9,700 | |
Net cash provided by financing activities | 340,630 | 9,700 |
Increase (decrease) in cash and cash equivalents | (28,946) | (877,873) |
Cash and cash equivalents, beginning of period | 191,463 | 1,237,432 |
Cash and cash equivalents, end of period | 162,517 | 359,559 |
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 | 111,560 |
Issuance of common stock in exchange for surrender of Series C and Series D Preferred Stock | $ 2,000 |
ORGANIZATION AND NATURE OF BUSI
ORGANIZATION AND NATURE OF BUSINESS | 3 Months Ended |
Mar. 31, 2019 | |
Notes to Financial Statements | |
NOTE 1. ORGANIZATION AND NATURE OF BUSINESS | Iconic Brands, Inc., formerly Paw Spa, Inc. (“Iconic Brands” or “Iconic”), was incorporated in the State of Nevada on October 21, 2005. 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 at BiVi and Bellissima from their inception. BiVi was organized in Nevada on May 4, 2015. Bellissima was organized in Nevada on November 23, 2015. Reverse Stock Split Effective January 18, 2019, the 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 shares. The accompanying financial statements have been retrospectively adjusted to reflect this reverse stock split. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2019 | |
Notes to Financial Statements | |
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | (a) Principles of Consolidation The consolidated financial statements include the accounts of Iconic, its two 51% owned subsidiaries BiVi and Bellissima, and United Spirits, Inc., a variable interest entity of Iconic (see Note 5) (collectively, the “Company”). All inter-company balances and transactions have been eliminated in consolidation. (b) Use of Estimates 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 of Financial Instruments Generally accepted accounting principles require disclosing the fair value of financial instruments to the extent practicable for financial instruments which are recognized or unrecognized in the balance sheet. The fair value of the financial instruments disclosed herein is not necessarily representative of the amount that could be realized or settled, nor does the fair value amount consider the tax consequences of realization or settlement. In assessing the fair value of financial instruments, the Company uses a variety of methods and assumptions, which are based on estimates of market conditions and risks existing at the time. For certain instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued expenses, it was estimated that the carrying amount approximated fair value because of the short maturities of these instruments. All debt is carried at face value less any unamortized debt discounts. (d) Cash and Cash Equivalents The Company considers all liquid investments purchased with original maturities of ninety days or less to be cash equivalents. (e) Accounts Receivable, Net of Allowance for Doubtful Accounts The Company extends unsecured credit to customers in the ordinary course of business but mitigates risk by performing credit checks and by actively pursuing past due accounts. The allowance for doubtful accounts is based on customer historical experience and the aging of the related accounts receivable. At March 31, 2019 and December 31, 2018, the allowance for doubtful accounts was $0. (f) Inventories Inventories are stated at the lower of cost (first-in, first-out method) or market, with due consideration given to obsolescence and to slow moving items. Inventory at March 31, 2019 and December 31, 2018 consists of cases of BiVi Vodka and cases of Bellissima sparkling wines purchased from our Italian suppliers. (g) Revenue Recognition In May 2014, the FASB issued ASU 2014-09 “Revenue from Contracts with Customers” (Topic 606) which establishes revenue recognition standards. ASU 2014-19 was effective for annual reporting periods beginning after December 15, 2017. We adopted ASU 2014-09 effective January 1, 2018. ASU 2014-09 has not had a significant effect on the Company’s financial position and results of operations. Revenue from product sales is recognized when all of the following criteria are met: (1) persuasive evidence of an arrangement exists, (2) the price is fixed or determinable, (3) collectability is reasonably assured, and (4) delivery has occurred. Persuasive evidence of an arrangement and fixed price criteria are satisfied through purchase orders. Collectability criteria are satisfied through credit approvals. Delivery criteria are satisfied when the products are shipped to a customer and title and risk of loss passes to the customer in accordance with the terms of sale. The Company has no obligation to accept the return of products sold other than for replacement of damaged products. Other than quantity price discounts negotiated with customers prior to billing and delivery (which are reflected as a reduction in sales), the Company does not offer any sales incentives or other rebate arrangements to customers. (h) Shipping and Handling Costs Shipping and handling costs to deliver product to customers are reported as operating expenses in the accompanying statements of operations. Shipping and handling costs to purchase inventory are capitalized and expensed to cost of sales when revenue is recognized on the sale of product to customers. (i) Stock-Based Compensation Stock-based compensation is accounted for at fair value in accordance with Accounting Standards Codification (“ASC”) Topic 718, “Compensation-Stock Compensation”. For the three months ended March 31, 2019 and 2018, stock-based compensation was $290,700 and $0, respectively. (j) Income Taxes Income taxes are accounted for under the assets and liability method. Current income taxes are provided in accordance with the laws of the respective taxing authorities. Deferred income taxes are provided for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is not more likely than not that some portion or all of the deferred tax assets will be realized. (k) Net Income (Loss) per Share Basic net income (loss) per common share is computed on the basis of the weighted average number of common shares outstanding and to be issued to Escrow Agent (see Note 10) during the period of the financial statements. Diluted net income (loss) per common share is computed on the basis of the weighted average number of common shares and to be issued to Escrow Agent (see Note 10) and dilutive securities (such as stock options, warrants, and convertible securities) outstanding. Dilutive securities having an anti-dilutive effect on diluted net income (loss) per share are excluded from the calculation. (l) Recently Issued Accounting Pronouncements Effective January 1, 2019, we adopted ASU 2016-2 (Topic 842) which establishes a new lease accounting model for lessees. Under the new guidance, lessees are required to recognize right of use assets and liabilities for most leases having terms of 12 months or more. We adopted this new accounting guidance using the effective date transition method, which permits entities to apply the new lease standards using a modified retrospective transition approach at the date of adoption. As such, historical periods will continue to be measured and presented under the previous guidance while current and future periods are subject to this new accounting guidance. Upon adoption we recorded a $100,681 right-of-use asset related to our one operating lease (see Note 12 F) and a $100,681 lease liability. On July 13, 2017, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (“ASU”) 2017-11. Among other things, ASU 2017-11 provides guidance that eliminates the requirement to consider “down round” features when determining whether certain financial instruments or embedded features are indexed to an entity’s stock and need to be classified as liabilities. ASU 2017-11 provides for entities to recognize the effect of a down round feature only when it is triggered and then as a dividend and a reduction to income available to common stockholders in basic earnings per share. The guidance is effective for annual periods beginning after December 15, 2018; early adoption is permitted. Accordingly, effective January 1, 2019, the Company has reflected a $2,261,039 reduction of the derivative liability on warrants (see Note 9) and a $2,261,039 cumulative effect adjustment reduction of accumulated deficit. Certain other accounting pronouncements have been issued by the FASB and other standard setting organizations which are not yet effective and have not yet been adopted by the Company. The impact on the Company’s financial position and results of operations from adoption of these standards is not expected to be material. (m) Going Concern 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 March 31, 2019 of $19,644,453 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. The management of the Company has developed a strategy which it believes will accomplish this objective through additional equity investments which will enable the Company to continue operations for the coming year. However, there is no assurance that these objectives will be met. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from the outcome of this uncertainty. |
INVESTMENT IN BIVI LLC
INVESTMENT IN BIVI LLC | 3 Months Ended |
Mar. 31, 2019 | |
Notes to Financial Statements | |
NOTE 3. INVESTMENT IN BIVI LLC | On May 15, 2015, Iconic entered into a Securities Exchange Agreement by and among the members of BiVi LLC, a Nevada limited liability company (“BiVi”), under which Iconic acquired a 51% majority interest in BiVi in exchange for the issuance of (a) 4,000 shares of restricted common stock and (b) 1,000 shares of newly created Series C Convertible Preferred Stock. Prior to May 15, 2015, BiVi was beneficially owned and controlled by Richard DeCicco, the controlling shareholder, President, CEO and Director of Iconic Brands, Inc. |
INVESTMENT IN BELLISSIMA SPIRIT
INVESTMENT IN BELLISSIMA SPIRITS LLC | 3 Months Ended |
Mar. 31, 2019 | |
Notes to Financial Statements | |
NOTE 4. INVESTMENT IN BELLISSIMA SPIRITS LLC | 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, President, CEO and Director of Iconic. |
UNITED SPIRITS, INC.
UNITED SPIRITS, INC. | 3 Months Ended |
Mar. 31, 2019 | |
Notes to Financial Statements | |
NOTE 5. UNITED SPIRITS, INC. | United Spirits, Inc. (“United”) is owned and managed by Richard DeCicco, the controlling shareholder, President, CEO, and Director of Iconic. United provides distribution services for BiVi and Bellissima (see Note 12) and is considered a variable interest entity (“VIE”) of Iconic. Since Iconic has been determined to 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: March 31, December 31, 2019 2018 Balance Sheets: Cash and cash equivalents $ 43,506 $ 38,793 Intercompany receivable from Iconic (A) 129,932 204,461 Right-of-use asset 89,673 - Total assets $ 263,111 $ 243,254 Accounts payable and accrued expense $ 148,199 $ 11,338 Loans payable to officer and affiliated entity 71,036 71,037 Intercompany payable to Bellissima (A) 283,817 335,257 Intercompany payable to BiVi (A) 54,322 56,854 Operating lease liability 89,673 - Total Liabilities 647,047 474,487 Noncontrolling interest in VIE (383,936 ) (231,333 ) Total liabilities and stockholders deficiency $ 263,111 $ 243,254 Three months ended March 31, Statements of operations: 2019 2018 Intercompany distribution income (A) $ 2,075 $ 1,119 Royalty expense 63,750 - Officers compensation 82,000 - Other operating expenses net 9,028 4,276 Total operating expenses 154,778 4,276 Net income (loss) $ (152,703 ) $ (3,157 ) (A) Eliminated in consolidation |
ACCOUNTS PAYABLE AND ACCRUED EX
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | 3 Months Ended |
Mar. 31, 2019 | |
Notes to Financial Statements | |
NOTE 6. ACCOUNTS PAYABLE AND ACCRUED EXPENSES | Accounts payable and accrued expenses consist of: March 31, 2019 December 31, 2018 Accounts payable $ 167,451 $ 175,405 Accrued officers compensation 915,000 811,250 Accrued royalties 249,684 174,985 Other 199,837 149,835 Total $ 1,531,972 $ 1,311,475 |
DEBT
DEBT | 3 Months Ended |
Mar. 31, 2019 | |
Notes to Financial Statements | |
NOTE 7. DEBT | Effective October 4, 2018, the 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). |
DERIVATIVE LIABILITY ON CONVERT
DERIVATIVE LIABILITY ON CONVERTIBLE DEBT | 3 Months Ended |
Mar. 31, 2019 | |
Notes to Financial Statements | |
NOTE 8. DERIVATIVE LIABILITY ON CONVERTIBLE DEBT | In September 2018, the 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 7). Accordingly, the Company reduced the then derivative liability from $255,294 at September 30, 2018 to $0. |
DERIVATIVE LIABILITY ON WARRANT
DERIVATIVE LIABILITY ON WARRANTS | 3 Months Ended |
Mar. 31, 2019 | |
Notes to Financial Statements | |
NOTE 9. DERIVATIVE LIABILITY ON WARRANTS | From September 2017 to November 2017, in connection with the sale of a total of 480,000 shares of common stock (see Note 10), the Company issued a total of 480,000 Common Stock Purchase Warrants (the “Warrants”) to the respective investors. The Warrants are exercisable into ICNB common stock at a price of $2.50 per share, expire five years from date of issuance, and contain “down round” price protection. Effective May 21, 2018, in connection with the sale of a total of 120,000 shares of Series E Preferred Stock (see Note 10), the Company issued a total of 480,000 Warrants to four investors. These warrants are exercisable into ICNB common stock at a price of $2.50 per share, expire five years from date of issuance, and contain “down round” price protection. The down round provision of the above Warrants requires a reduction in the exercise price if there are 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 cummulative effect adjustment reduction of accumulated deficit. |
CAPITAL STOCK
CAPITAL STOCK | 3 Months Ended |
Mar. 31, 2019 | |
Notes to Financial Statements | |
NOTE 10. CAPITAL STOCK | Preferred Stock The one share of Series A Preferred Stock, which was issued to Richard DeCicco on June 10, 2009, entitles the holder to two votes for every share of Common Stock Deemed Outstanding and has no conversion or dividend rights. The 1000 shares of Series C Preferred Stock, which were issued to Richard DeCicco on May 15, 2015 pursuant to the Securities Exchange Agreement (see Note 3) for the Company’s 51% investment in BiVi, entitled the holder in the event of a Sale (as defined) to receive out of the proceeds of such Sale (in whatever form, be it cash, securities, or other assets), a distribution from the Company equal to 76.93% of all such proceeds received by the Company prior to any distribution of such proceeds to all other classes of equity securities, including any series of preferred stock designated subsequent to this Series C Preferred Stock. Effective March 27, 2019, pursuant to a Preferred Stock Exchange Agreement, Mr. DeCicco exchanged the 1000 shares of Series C Preferred Stock for 1,000,000 shares of Company common stock. The 10 shares of Series D Preferred Stock, which were issued to Richard DeCicco and Roseann Faltings (5 shares each) on December 13, 2016 pursuant to the Securities Purchase Agreement (See Note 4) for the Company’s 51% investment in Bellissima, entitled the holders to convert each share of Series D Preferred Stock to the equivalent of 5.1% of the common stock issued and outstanding at the time of conversion. Effective March 27, 2019, pursuant to a Preferred Stock Exchange Agreement, Mr. DeCicco and Ms. Faltings exchanged the 10 shares of Series D Preferred Stock for 1,000,000 shares of Company common stock (500,000 shares each). Effective May 21, 2018, the Company entered into a Share Purchase Agreement with the four investors who purchased 480,000 shares of common stock pursuant to a Securities Purchase Agreement dated October 27, 2017. The Exchange Agreement provided for the exchange of the 480,000 shares of common stock for 1,200,000 shares of Series E Preferred stock. Each share of 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 convertible 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 at the first tranche, the Company entered into Securities Exchange Agreements with holders of convertible notes totaling $519,499 who exchanged their convertible notes for an aggregate of 2,077,994 shares of our Series E convertible 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 represented advance payments in connection with the third tranche of the Securities Purchase Agreement dated September 27, 2018. The third tranche of 387,500 is expected to occur when certain closing conditions are satisfied. 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 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 exercisable into ICNB common stock at a price of $2.50 per share, expire five years from date of issuance, and contain “down round” price protection (see Note 9). 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. Effective May 21, 2018, the Company entered into a Share Purchase Agreement with the four investors who purchased 480,000 shares of common stock pursuant to a Securities Purchase Agreement dated October 27, 2017. The Exchange Agreement provided for the exchange of the 480,000 shares of common stock for 1,200,000 shares of Series E Preferred stock. Each share of Series E Preferred Stock is convertible into 0.4 shares of common stock, is entitled to 0.4 votes on all matters to come before the common stockholders or shareholders generally, is entitled to dividends on an as-converted-to-common stock basis, is entitled to a distribution preference of $0.25 upon liquidation, and is not redeemable. On January 16, 2019, the Company issued 436,125 shares of its common stock to the Escrow Agent pursuant to the Amended Settlement Agreement. On January 24, 2019, the Company issued 98,078 shares of its common stock to the Escrow Agent pursuant to the Amended Settlement Agreement. This issuance completed the Company’s obligation to deliver shares of our common stock to the Escrow Agent. On February 7, 2019, the Company agreed to issue 120,000 shares of its common stock (issued April 18, 2019) and a $50,000 note payable due December 31, 2019 to a former Bellissima consultant pursuant to a Settlement and Release Agreement. The $141,200 total fair value of the note ($50,000) and the 120,000 shares of common stock ($91,200) was expensed as consulting fees in the three months ended 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. Warrants A summary of warrants activity for the period January 1, 2017 to March 31, 2019 follows: Common shares Equivalent Balance, January 1, 2017 - Issued in year ended December 31, 2017 534,000 Balance, December 31, 2017 534,000 Issued in year ended December 31, 2018 2,361,198 Balance, December 31, 2018 2,895,198 Issued in the three months ended March 31, 2019 620,000 Balance, March 31, 2019 3,515,198 Issued and outstanding warrants at March 31, 2019 consist of: Year Granted Number Common Shares Equivalent Exercise Price Per Share Consist of Expiration Date 2017 54,000 $ 2.50 June 22, 2022 to June 30, 2022 2017 480,000 $ 2.50 September 2022 to November 2022 2018 400,000 $ 0.625 March 28, 2021 2018 30,000 $ 2.50 May 21, 2023 2018 480,000 $ 2.50 May 21, 2023 2018 831,198 $ 1.25 September 20, 2023 2018 620,000 $ 1.25 September 20, 2023 2019 620,000 $ 1.25 February 7, 2024 Total 3,515,198 In connection with the Company’s issuance of a total of $135,019 convertible notes payable in the three months ended June 30, 2017, the Company issued a total of 54,000 Common Stock Purchase Warrants (the ‘Warrants”) to the respective lenders. The Warrants are exercisable into ICNB common stock at a price of $2.50 per share and expire at dates ranging from June 22, 2022 to June 30, 2022. As discussed in Note 9, the Company issued a total of 480,000 warrants to four investors from September 2017 to November 2017. The Warrants are exercisable into ICNB common stock at a price of $2.50 per share and 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 three months ended June 30, 2018. Effective May 21, 2018, the Company issued 30,000 warrants to a law firm for services rendered. The warrants are exercisable into ICNB common stock at a price of $2.50 per share and expire five years from date of issuance. The $23,250 fair value of the warrants was expensed in the three months ended June 30, 2018. As discussed in Preferred Stock above, the Company issued a total of 480,000 warrants to four investors effective May 21, 2018 in connection with the sale of 1,200,000 shares of Series E Preferred stock for $300,000 cash. These warrants are exercisable into ICNB common stock at a price of $2.50 per share and expire five years from date of issuance. Effective October 4, 2018, the remaining debt (see Note 7) 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. |
INCOME TAXES
INCOME TAXES | 3 Months Ended |
Mar. 31, 2019 | |
Notes to Financial Statements | |
NOTE 11. INCOME TAXES | No income taxes were recorded in the periods presented since the Company had taxable losses in these periods. The provision for (benefit from) income taxes differs from the amount computed by applying the statutory United States federal income tax rate of 21% for the periods presented to income (loss) before income taxes. The sources of the difference are as follows: Three months ended March 31, 2019 2018 Expected tax at 21% $ (141,260 ) $ 73,416 Nondeductible stock-based compensation 61,047 - Nondeductible expense (nontaxable income) from derivative liability - (173,711 ) Nondeductible amortization of debt discount - 10,848 Increase (decrease) in valuation allowance 80,213 89,447 Income tax provision $ - $ - Significant components of the Company's deferred income tax assets are as follows: March 31, December 31, 2019 2018 Net operating loss carryforward $ 3,838,621 $ 3,758,408 Less valuation allowance (3,838,621 ) (3,758,408 ) Deferred income tax assets - net $ - $ - Based on management’s present assessment, the Company has not yet determined that a deferred tax asset attributable to the future utilization of the net operating loss carryforward as of March 31, 2019 will be realized. Accordingly, the Company has maintained a 100% valuation allowance against the deferred tax asset in the financial statements at March 31, 2019. The Company will continue to review this valuation allowance and make adjustments as appropriate. Current United States income tax laws limit the amount of loss available to be offset against future taxable income when a substantial change in ownership occurs. Therefore, the amount available to offset future taxable income may be limited. All tax years remain subject to examination by major taxing jurisdictions. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2019 | |
Notes to Financial Statements | |
NOTE 12. COMMITMENTS AND CONTINGENCIES | a. Iconic Guarantees On May 26, 2015, BiVi LLC (“BiVi”) entered into a License Agreement with Neighborhood Licensing, LLC (the “BiVi Licensor”), an entity owned by Chazz Palminteri (“Palminteri”), to use Palminteri’s endorsement, signature and other intellectual property owned by the BiVi Licensor. Iconic has agreed to guarantee and acpt as surety for BiVi’s obligations under certain sections of the License Agreement and to indemnify the BiVi Licensor and Palminteri against third party claims. On November 12, 2015, Bellissima Spirits LLC (“Bellissima”) entered into a License Agreement with Christie Brinkley, Inc. (the “Bellissima Licensor”), an entity owned by Christie Brinkley (“Brinkley”), to use Brinkley’s endorsement, signature, and other intellectual property owned by the Bellissima Licensor. Iconic has agreed to guarantee and act as surety for Bellissima’s obligations under certain sections of the License Agreement and to indemnify the Bellissima Licensor and Brinkley against third party claims. Also, Brinkley was granted a 24 month option to purchase 1% of the outstanding shares of Iconic common stock on a fully diluted basis (as of the date of Brinkley’s exercise of the option) at an exercise price of $0.001 per share. b. Royalty Obligations of BiVi and Bellissima Pursuant to the License Agreement with the Bivi Licensor (see Note 12a. above), BiVi is obligated to pay the BiVi Licensor a Royalty Fee equal to 5% of monthly gross sales of BiVi Brand products payable monthly subject to an annual Minimum Royalty Fee of $100,000 in year 1, $150,000 in year 2, $165,000 in year 3, $181,500 in year 4, $199,650 in year 5, and $219,615 in year 6 and each subsequent year. Pursuant to the License Agreement and Amendment No. 1 to the License Agreement effective June 30, 2017 with the Bellissima Licensor (see Note 12a. above), Bellissima is obligated to pay the Bellissima Licensor a Royalty Fee equal to 10% of monthly gross sales (12.5% for sales in excess of defined Case Break Points) of Bellissima Brand products payable monthly. The Bellissima Licensor has the right to terminate the endorsement if Bellissima fails to sell 10,000 cases of Bellissima Brand products in year 1, 15,000 cases in year 2, or 20,000 cases in year 3 and each subsequent year. c. Brand Licensing Agreement relating to Hooters Marks On July 23, 2018, United Spirits, Inc. (“United”) executed a Brand Licensing Agreement (the “Agreement”) with HI Limited Partnership (“the Licensor”). The Agreement provides United a license to use certain “Hooters” Marks to manufacture, market, distribute, and sell alcoholic products. The Initial Term of the Agreement is from July 23, 2018 through December 31, 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 months ended March 31, 2019, royalties expense under this Agreement was $63,750 (equal to 25% of the year 2019 minimum royalty fee). d. Distribution Agreement 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, President, CEO, and Director 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. e. Compensation Arrangements Effective April 1, 2018, the Company executed Employment Agreements with its Chief Executive Officer Richard DeCicco (“DeCicco”) and its Vice President of Sales and Marketing Roseann Faltings (“Faltings”). Both agreements have a term of 24 months (to March 31, 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 three months ended March 31, 2019, we accrued a total of $103,750 officers compensation pursuant to these two Employment Agreements which was allocated 50% to Iconic ($51,875), 40% to Bellissima ($41,500), and 10% to BiVi ($10,375). Prior to April 1, 2018, the Company used the services of its chief executive officer Richard DeCicco and its assistant secretary Roseann Faltings under informal compensation arrangements (without any employment agreements). As of March 31, 2019 and December 31, 2018, accrued officers compensation was $915,000 and $811,250, respectively. f. Lease Agreement 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. At March 31, 2019, the future minimum lease payments under this non-cancellable operating lease were: Year ended December 31, 2019 40,302 Year ended December 31, 2020 53,736 Year ended December 31, 2021 4,478 Total $ 98,516 The operating lease liability of $89,673 at March 31, 2019 as presented in the Consolidated Balance Sheet represents the discounted (at our 10% estimated incremental borrowing rate) value of the future lease payments of $98,516 at March 31, 2019. g. Major customers . For the three months ended March 31, 2019, five customers accounted for 18%, 17%, 15%, 14%, and 11% of sales. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2019 | |
Notes to Financial Statements | |
NOTE 13. SUBSEQUENT EVENTS | Conversion of Series E Convertible Preferred Stock On April 23, 2019, an investor converted 673,398 shares of Series E convertible preferred stock into 269,359 shares of Company common stock. Exercise of Warrants On May 8, 2019, Iconic executed a Warrant Exercise Agreement 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 Agreement, 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. Acquisition of 51% of Green Grow Farms, Inc. On May 9, 2019, Iconic entered into a Share Exchange Agreement (the “Agreement”) with Green Grow Farms, Inc. (“Green Grow”) and NY Farms Group Inc. (“NY Farms”). Pursuant to the Agreement, Iconic acquired a 51% equity interest in Green Grow in exchange for (i) cash consideration of $200,000, $50,000 of which was paid and the balance of which is payable within 30 days of Closing, 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. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2019 | |
Summary Of Significant Accounting Policies Policies | |
Principles of Consolidation | The consolidated financial statements include the accounts of Iconic, its two 51% owned subsidiaries BiVi and Bellissima, and United Spirits, Inc., a variable interest entity of Iconic (see Note 5) (collectively, the “Company”). All inter-company balances and transactions have been eliminated in consolidation. |
Use of Estimates | 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. |
Fair Value of Financial Instruments | Generally accepted accounting principles require disclosing the fair value of financial instruments to the extent practicable for financial instruments which are recognized or unrecognized in the balance sheet. The fair value of the financial instruments disclosed herein is not necessarily representative of the amount that could be realized or settled, nor does the fair value amount consider the tax consequences of realization or settlement. In assessing the fair value of financial instruments, the Company uses a variety of methods and assumptions, which are based on estimates of market conditions and risks existing at the time. For certain instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued expenses, it was estimated that the carrying amount approximated fair value because of the short maturities of these instruments. All debt is carried at face value less any unamortized debt discounts. |
Cash and Cash Equivalents | The Company considers all liquid investments purchased with original maturities of ninety days or less to be cash equivalents. |
Accounts Receivable, Net of Allowance for Doubtful Accounts | The Company extends unsecured credit to customers in the ordinary course of business but mitigates risk by performing credit checks and by actively pursuing past due accounts. The allowance for doubtful accounts is based on customer historical experience and the aging of the related accounts receivable. At March 31, 2019 and December 31, 2018, the allowance for doubtful accounts was $0. |
Inventories | Inventories are stated at the lower of cost (first-in, first-out method) or market, with due consideration given to obsolescence and to slow moving items. Inventory at March 31, 2019 and December 31, 2018 consists of cases of BiVi Vodka and cases of Bellissima sparkling wines purchased from our Italian suppliers. |
Revenue Recognition | In May 2014, the FASB issued ASU 2014-09 “Revenue from Contracts with Customers” (Topic 606) which establishes revenue recognition standards. ASU 2014-19 was effective for annual reporting periods beginning after December 15, 2017. We adopted ASU 2014-09 effective January 1, 2018. ASU 2014-09 has not had a significant effect on the Company’s financial position and results of operations. Revenue from product sales is recognized when all of the following criteria are met: (1) persuasive evidence of an arrangement exists, (2) the price is fixed or determinable, (3) collectability is reasonably assured, and (4) delivery has occurred. Persuasive evidence of an arrangement and fixed price criteria are satisfied through purchase orders. Collectability criteria are satisfied through credit approvals. Delivery criteria are satisfied when the products are shipped to a customer and title and risk of loss passes to the customer in accordance with the terms of sale. The Company has no obligation to accept the return of products sold other than for replacement of damaged products. Other than quantity price discounts negotiated with customers prior to billing and delivery (which are reflected as a reduction in sales), the Company does not offer any sales incentives or other rebate arrangements to customers. |
Shipping and Handling Costs | Shipping and handling costs to deliver product to customers are reported as operating expenses in the accompanying statements of operations. Shipping and handling costs to purchase inventory are capitalized and expensed to cost of sales when revenue is recognized on the sale of product to customers. |
Stock-Based Compensation | Stock-based compensation is accounted for at fair value in accordance with Accounting Standards Codification (“ASC”) Topic 718, “Compensation-Stock Compensation”. For the three months ended March 31, 2019 and 2018, stock-based compensation was $290,700 and $0, respectively. |
Income Taxes | Income taxes are accounted for under the assets and liability method. Current income taxes are provided in accordance with the laws of the respective taxing authorities. Deferred income taxes are provided for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is not more likely than not that some portion or all of the deferred tax assets will be realized. |
Net Income (Loss) per Share | Basic net income (loss) per common share is computed on the basis of the weighted average number of common shares outstanding and to be issued to Escrow Agent (see Note 10) during the period of the financial statements. Diluted net income (loss) per common share is computed on the basis of the weighted average number of common shares and to be issued to Escrow Agent (see Note 10) and dilutive securities (such as stock options, warrants, and convertible securities) outstanding. Dilutive securities having an anti-dilutive effect on diluted net income (loss) per share are excluded from the calculation. |
Recently Issued Accounting Pronouncements | Effective January 1, 2019, we adopted ASU 2016-2 (Topic 842) which establishes a new lease accounting model for lessees. Under the new guidance, lessees are required to recognize right of use assets and liabilities for most leases having terms of 12 months or more. We adopted this new accounting guidance using the effective date transition method, which permits entities to apply the new lease standards using a modified retrospective transition approach at the date of adoption. As such, historical periods will continue to be measured and presented under the previous guidance while current and future periods are subject to this new accounting guidance. Upon adoption we recorded a $100,681 right-of-use asset related to our one operating lease (see Note 12 F) and a $100,681 lease liability. On July 13, 2017, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (“ASU”) 2017-11. Among other things, ASU 2017-11 provides guidance that eliminates the requirement to consider “down round” features when determining whether certain financial instruments or embedded features are indexed to an entity’s stock and need to be classified as liabilities. ASU 2017-11 provides for entities to recognize the effect of a down round feature only when it is triggered and then as a dividend and a reduction to income available to common stockholders in basic earnings per share. The guidance is effective for annual periods beginning after December 15, 2018; early adoption is permitted. Accordingly, effective January 1, 2019, the Company has reflected a $2,261,039 reduction of the derivative liability on warrants (see Note 9) and a $2,261,039 cumulative effect adjustment reduction of accumulated deficit. Certain other accounting pronouncements have been issued by the FASB and other standard setting organizations which are not yet effective and have not yet been adopted by the Company. The impact on the Company’s financial position and results of operations from adoption of these standards is not expected to be material. |
Going Concern | 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 March 31, 2019 of $19,644,453 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. The management of the Company has developed a strategy which it believes will accomplish this objective through additional equity investments which will enable the Company to continue operations for the coming year. However, there is no assurance that these objectives will be met. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from the outcome of this uncertainty. |
UNITED SPIRITS, INC. (Tables)
UNITED SPIRITS, INC. (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
United Spirits Inc. | |
Summarized financial information | March 31, December 31, 2019 2018 Balance Sheets: Cash and cash equivalents $ 43,506 $ 38,793 Intercompany receivable from Iconic (A) 129,932 204,461 Right-of-use asset 89,673 - Total assets $ 263,111 $ 243,254 Accounts payable and accrued expense $ 148,199 $ 11,338 Loans payable to officer and affiliated entity 71,036 71,037 Intercompany payable to Bellissima (A) 283,817 335,257 Intercompany payable to BiVi (A) 54,322 56,854 Operating lease liability 89,673 - Total Liabilities 647,047 474,487 Noncontrolling interest in VIE (383,936 ) (231,333 ) Total liabilities and stockholders deficiency $ 263,111 $ 243,254 Three months ended March 31, Statements of operations: 2019 2018 Intercompany distribution income (A) $ 2,075 $ 1,119 Royalty expense 63,750 - Officers compensation 82,000 - Other operating expenses net 9,028 4,276 Total operating expenses 154,778 4,276 Net income (loss) $ (152,703 ) $ (3,157 ) |
ACCOUNTS PAYABLE AND ACCRUED _2
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Accounts Payable And Accrued Expenses | |
Accounts payable and accrued expenses | March 31, 2019 December 31, 2018 Accounts payable $ 167,451 $ 175,405 Accrued officers compensation 915,000 811,250 Accrued royalties 249,684 174,985 Other 199,837 149,835 Total $ 1,531,972 $ 1,311,475 |
CAPITAL STOCK (Tables)
CAPITAL STOCK (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Capital Stock | |
Summary of warrants activity | Common shares Equivalent Balance, January 1, 2017 - Issued in year ended December 31, 2017 534,000 Balance, December 31, 2017 534,000 Issued in year ended December 31, 2018 2,361,198 Balance, December 31, 2018 2,895,198 Issued in the three months ended March 31, 2019 620,000 Balance, March 31, 2019 3,515,198 |
Issued and outstanding warrants | Year Granted Number Common Shares Equivalent Exercise Price Per Share Consist of Expiration Date 2017 54,000 $ 2.50 June 22, 2022 to June 30, 2022 2017 480,000 $ 2.50 September 2022 to November 2022 2018 400,000 $ 0.625 March 28, 2021 2018 30,000 $ 2.50 May 21, 2023 2018 480,000 $ 2.50 May 21, 2023 2018 831,198 $ 1.25 September 20, 2023 2018 620,000 $ 1.25 September 20, 2023 2019 620,000 $ 1.25 February 7, 2024 Total 3,515,198 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Income Taxes Tables Abstract | |
Income (loss) before income taxes | Three months ended March 31, 2019 2018 Expected tax at 21% $ (141,260 ) $ 73,416 Nondeductible stock-based compensation 61,047 - Nondeductible expense (nontaxable income) from derivative liability - (173,711 ) Nondeductible amortization of debt discount - 10,848 Increase (decrease) in valuation allowance 80,213 89,447 Income tax provision $ - $ - |
Deferred income tax assets | March 31, December 31, 2019 2018 Net operating loss carryforward $ 3,838,621 $ 3,758,408 Less valuation allowance (3,838,621 ) (3,758,408 ) Deferred income tax assets - net $ - $ - |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Commitments And Contingencies | |
Future minimum lease payments under this non-cancellable operating lease | Year ended December 31, 2019 40,302 Year ended December 31, 2020 53,736 Year ended December 31, 2021 4,478 Total $ 98,516 |
ORGANIZATION AND NATURE OF BU_2
ORGANIZATION AND NATURE OF BUSINESS (Details Narrative) - shares | 3 Months Ended | |||||
Mar. 31, 2019 | Mar. 27, 2019 | Dec. 31, 2018 | Dec. 13, 2018 | Dec. 13, 2016 | May 15, 2015 | |
State of incorporation | Nevada | |||||
Date of incorporation | Oct. 21, 2005 | |||||
Reverse stock split description | 1 share for 250 shares | |||||
Common stock, shares issued | 8,244,515 | 1,000,000 | 5,440,312 | |||
Common stock, shares outstanding | 8,244,515 | 5,440,312 | ||||
BiVi [Member] | ||||||
Ownership percentage | 51.00% | 51.00% | ||||
Sicilian Vodka [Member] | ||||||
Ownership percentage | 100.00% | |||||
Bellissima Spirits LLC [Member] | ||||||
Ownership percentage | 51.00% | 51.00% |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | ||||||||
Mar. 31, 2019 | Mar. 31, 2018 | Jan. 02, 2019 | Dec. 31, 2018 | Dec. 13, 2018 | Sep. 30, 2018 | Dec. 31, 2017 | Dec. 13, 2016 | May 15, 2015 | |
Allowance for doubtful accounts | $ 0 | $ 0 | |||||||
Stock-based compensation | 290,700 | ||||||||
Reduction of the derivative liability on warrants | 1,565,039 | $ 2,261,039 | $ 255,294 | $ 696,000 | |||||
Accumulated deficit | (19,644,453) | $ (21,233,083) | |||||||
Cumulative effect adjustment reduction of accumulated deficit | $ 2,261,039 | ||||||||
Right-of-use asset | 100,681 | ||||||||
Lease liability | $ 100,681 | ||||||||
BiVi [Member] | |||||||||
Ownership percentage | 51.00% | 51.00% | |||||||
Bellissima Spirits LLC [Member] | |||||||||
Ownership percentage | 51.00% | 51.00% |
INVESTMENT IN BIVI LLC (Details
INVESTMENT IN BIVI LLC (Details Narrative) - shares | Dec. 31, 2018 | May 15, 2015 |
Securities Exchange Agreement [Member] | BiVi [Member] | ||
Ownership percentage | 51.00% | |
Restricted shares of common stock | 4,000 | |
Series C Preferred Stock Shares issued | 1,000 | |
BiVi [Member] | ||
Ownership percentage | 51.00% | 51.00% |
BiVi [Member] | Securities Exchange Agreement [Member] | Majority interest [Member] | ||
Ownership percentage | 51.00% |
INVESTMENT IN BELLISSIMA SPIR_2
INVESTMENT IN BELLISSIMA SPIRITS LLC (Details Narrative) - shares | Dec. 13, 2016 | Mar. 31, 2019 | Dec. 31, 2018 | Dec. 13, 2018 |
Series D Preferred Stock | ||||
Preferred stock, shares issued | 0 | 10 | ||
Securities Exchange Agreement [Member] | Series D Preferred Stock | ||||
Preferred stock, shares issued | 10 | |||
Bellissima Spirits LLC [Member] | ||||
Ownership percentage | 51.00% | 51.00% | ||
Bellissima Spirits LLC [Member] | Securities Exchange Agreement [Member] | Series D Preferred Stock | ||||
Preferred stock, shares issued | 10 | |||
Conversion description | 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. | |||
Bellissima Spirits LLC [Member] | Securities Exchange Agreement [Member] | Majority interest [Member] | ||||
Ownership percentage | 51.00% |
UNITED SPIRITS, INC (Details)
UNITED SPIRITS, INC (Details) - USD ($) | 3 Months Ended | ||||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | ||
Balance Sheets: | |||||
Cash and cash equivalents | $ 162,517 | $ 359,559 | $ 191,463 | $ 1,237,432 | |
Right-of-use asset | 89,673 | ||||
Total assets | 572,632 | 563,239 | |||
Accounts payable and accrued expense | 1,531,972 | 1,311,475 | |||
Total Liabilities | 1,699,736 | 3,600,605 | |||
Total liabilities and stockholders’ deficiency | 572,632 | 563,239 | |||
Statements of operations: | |||||
Royalty expense | 75,188 | 6,590 | |||
Officers compensation | 185,750 | ||||
Other operating expenses – net | 767,239 | ||||
Total operating expenses | 1,022,842 | 789,694 | |||
Net income (loss) | (672,667) | 349,602 | |||
United Spirits, Inc [Member] | |||||
Balance Sheets: | |||||
Cash and cash equivalents | 43,506 | 38,793 | |||
Intercompany receivable from Iconic (A) | [1] | 129,932 | 204,461 | ||
Right-of-use asset | 89,673 | ||||
Total assets | 263,111 | 243,254 | |||
Accounts payable and accrued expense | 148,199 | 11,338 | |||
Loans payable to officer and affiliated entity | 71,036 | 71,037 | |||
Intercompany payable to Bellissima (A) | [1] | 283,817 | 335,257 | ||
Intercompany payable to BiVi (A) | [1] | 54,322 | 56,854 | ||
Operating lease liability | 89,673 | ||||
Total Liabilities | 647,047 | 474,487 | |||
Noncontrolling interest in VIE | (383,936) | (231,333) | |||
Total liabilities and stockholders’ deficiency | 263,111 | $ 243,254 | |||
Statements of operations: | |||||
Intercompany distribution income (A) | [1] | 2,075 | 1,119 | ||
Royalty expense | 63,750 | ||||
Officers compensation | 82,000 | ||||
Other operating expenses – net | 9,028 | 4,276 | |||
Total operating expenses | 154,778 | 4,276 | |||
Net income (loss) | $ (152,703) | $ (3,157) | |||
[1] | Eliminated in consolidation |
ACCOUNTS PAYABLE AND ACCRUED _3
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Accounts Payable And Accrued Expenses Details Abstract | ||
Accounts payable | $ 167,451 | $ 175,405 |
Accrued officers compensation | 915,000 | 811,250 |
Accrued royalties | 249,684 | 174,985 |
Other | 199,837 | 149,835 |
Total | $ 1,531,972 | $ 1,311,475 |
DEBT (Details Narrative)
DEBT (Details Narrative) | 3 Months Ended |
Mar. 31, 2019 | |
Debt | |
Debt description | (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 $90,296 debt and accrued interest). |
DERIVATIVE LIABILITY ON CONVE_2
DERIVATIVE LIABILITY ON CONVERTIBLE DEBT (Details Narrative) - USD ($) | Mar. 31, 2019 | Jan. 02, 2019 | Sep. 30, 2018 | Dec. 31, 2017 |
Derivative Liability On Convertible Debt | ||||
Derivative liability | $ 1,565,039 | $ 2,261,039 | $ 255,294 | $ 696,000 |
Change in derivative liability | $ 0 |
DERIVATIVE LIABILITY ON WARRA_2
DERIVATIVE LIABILITY ON WARRANTS (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||
May 21, 2018 | Mar. 28, 2018 | Mar. 31, 2019 | Nov. 30, 2017 | Dec. 31, 2018 | Jan. 02, 2019 | Sep. 30, 2018 | Dec. 31, 2017 | |
Description of down round provision | The down round provision of the above Warrants requires a reduction in the exercise price if there are future issuances of common stock equivalents at a lower price than the $2.50 exercise price of the Warrants | |||||||
Increase (decrease) in derivative liability | $ (1,565,039) | |||||||
Derivative liability on warrants | $ 2,261,039 | |||||||
Stock price | $ 0.95 | |||||||
Exercise price | $ 2.50 | |||||||
Expected volatility | 148.00% | |||||||
Derivative liability | $ 1,565,039 | $ 2,261,039 | $ 255,294 | $ 696,000 | ||||
Minimum [Member] | ||||||||
Exercise price | $ 0.625 | |||||||
Expected term | 2 years 2 months 30 days | |||||||
Risk free interest rates | 2.46% | |||||||
Maximum [Member] | ||||||||
Exercise price | $ 2.50 | |||||||
Expected term | 4 years 6 months | |||||||
Risk free interest rates | 2.51% | |||||||
Series E Preferred Stock | ||||||||
Sale of stock | 1,200,000 | |||||||
Investor [Member] | ||||||||
Issuance of warrants | 480,000 | |||||||
Exercisable price per share | $ 2.50 | |||||||
Expiry period | 5 years | |||||||
Four Investor [Member] | ||||||||
Issuance of warrants | 480,000 | |||||||
Exercisable price per share | $ 2.50 | |||||||
Expiry period | 5 years | |||||||
Warrant [Member] | ||||||||
Issuance of warrants | 400,000 | |||||||
Derivative liability | $ 2,261,039 | |||||||
Warrant [Member] | Four Investor [Member] | Series E Preferred Stock | ||||||||
Issuance of warrants | 480,000 | |||||||
Common Stock | ||||||||
Sale of stock | 480,000 |
CAPITAL STOCK (Details)
CAPITAL STOCK (Details) - Warrant [Member] - shares | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Balance Beginning | 2,895,198 | 534,000 | |
Warrants issued | 620,000 | 2,361,198 | 534,000 |
Balance Ending | 3,515,198 | 2,895,198 | 534,000 |
CAPITAL STOCK (Details 1)
CAPITAL STOCK (Details 1) | 3 Months Ended |
Mar. 31, 2019$ / sharesshares | |
Number Common Shares Equivalent | 3,515,198 |
Exercise Price Per Share [Member] | |
Year Granted | 2017 |
Number Common Shares Equivalent | 54,000 |
Exercise Price Per Share | $ / shares | $ 2.50 |
Exercise Price Per Share [Member] | Minimum [Member] | |
Consist of Expiration Date | Jun. 22, 2022 |
Exercise Price Per Share [Member] | Maximum [Member] | |
Consist of Expiration Date | Jun. 30, 2022 |
Exercise Price Per Share One [Member] | |
Year Granted | 2017 |
Number Common Shares Equivalent | 480,000 |
Exercise Price Per Share | $ / shares | $ 2.50 |
Exercise Price Per Share One [Member] | Minimum [Member] | |
Consist of Expiration Date | Sep. 30, 2022 |
Exercise Price Per Share One [Member] | Maximum [Member] | |
Consist of Expiration Date | Nov. 30, 2022 |
Exercise Price Per Share Two [Member] | |
Year Granted | 2018 |
Number Common Shares Equivalent | 400,000 |
Exercise Price Per Share | $ / shares | $ 0.625 |
Consist of Expiration Date | Mar. 28, 2021 |
Exercise Price Per Share Three [Member] | |
Year Granted | 2018 |
Number Common Shares Equivalent | 30,000 |
Exercise Price Per Share | $ / shares | $ 2.50 |
Consist of Expiration Date | May 21, 2023 |
Exercise Price Per Share Four [Member] | |
Year Granted | 2018 |
Number Common Shares Equivalent | 480,000 |
Exercise Price Per Share | $ / shares | $ 2.50 |
Consist of Expiration Date | May 21, 2023 |
Exercise Price Per Share Five [Member] | |
Year Granted | 2018 |
Number Common Shares Equivalent | 831,198 |
Exercise Price Per Share | $ / shares | $ 1.25 |
Consist of Expiration Date | Sep. 20, 2023 |
Exercise Price Per Share Six [Member] | |
Year Granted | 2018 |
Number Common Shares Equivalent | 620,000 |
Exercise Price Per Share | $ / shares | $ 1.25 |
Consist of Expiration Date | Sep. 20, 2023 |
Exercise Price Per Share Seven [Member] | |
Year Granted | 2018 |
Number Common Shares Equivalent | 620,000 |
Exercise Price Per Share | $ / shares | $ 1.25 |
Consist of Expiration Date | Feb. 7, 2024 |
CAPITAL STOCK (Details Narrativ
CAPITAL STOCK (Details Narrative) - USD ($) | Apr. 08, 2019 | Feb. 12, 2019 | Oct. 04, 2018 | May 05, 2017 | Dec. 13, 2016 | May 15, 2015 | Jun. 10, 2009 | Apr. 18, 2019 | Mar. 27, 2019 | Mar. 27, 2019 | Mar. 18, 2019 | Dec. 20, 2018 | Nov. 30, 2018 | Sep. 27, 2018 | May 21, 2018 | Mar. 28, 2018 | Mar. 31, 2019 | Jun. 30, 2018 | Mar. 31, 2018 | Nov. 30, 2017 | Jun. 30, 2017 | Mar. 16, 2019 | Jan. 24, 2019 | Dec. 31, 2018 | Sep. 07, 2018 | Aug. 14, 2018 | Apr. 12, 2018 | Apr. 09, 2018 | Apr. 05, 2018 | Mar. 14, 2018 | Jan. 19, 2018 | Jan. 02, 2018 | Sep. 30, 2017 | Mar. 28, 2017 |
Proceeds from sale of common stock and warrants | $ 300,000 | |||||||||||||||||||||||||||||||||
Convertible notes | $ 46,879 | |||||||||||||||||||||||||||||||||
Common stock issued | 1,000,000 | 1,000,000 | 8,244,515 | 5,440,312 | ||||||||||||||||||||||||||||||
Common stock value | $ 0.001 | $ 0.001 | ||||||||||||||||||||||||||||||||
Marketing and advertising expenses | $ 46,467 | $ 59,315 | ||||||||||||||||||||||||||||||||
Fair value of shares and notes expensed as consulting fees | 141,200 | |||||||||||||||||||||||||||||||||
Third Tranche [Member] | ||||||||||||||||||||||||||||||||||
Proceeds from issuance of common stock and warrants | $ 387,500 | |||||||||||||||||||||||||||||||||
Business Development Agreement [Member] | ||||||||||||||||||||||||||||||||||
Closing dated | Mar. 15, 2019 | |||||||||||||||||||||||||||||||||
Stock issued during period, shares | 150,000 | |||||||||||||||||||||||||||||||||
Common stock consulting fees, shares | 150,000 | |||||||||||||||||||||||||||||||||
Common stock consulting fees, value | $ 199,500 | |||||||||||||||||||||||||||||||||
Amended Settlement Agreement [Member] | ||||||||||||||||||||||||||||||||||
Common stock issued | 284,777 | 253,333 | ||||||||||||||||||||||||||||||||
Settlement Agreement [Member] | ||||||||||||||||||||||||||||||||||
Common stock issued | 70,572 | 51,938 | ||||||||||||||||||||||||||||||||
Notes payable and accrued interest | $ 44,108 | $ 25,000 | ||||||||||||||||||||||||||||||||
Vice President Roseann Faltings [Member] | ||||||||||||||||||||||||||||||||||
Common stock issued | 500,000 | 500,000 | ||||||||||||||||||||||||||||||||
Former Bellissima Consultant [Member] | Settlement and Release Agreement [Member] | ||||||||||||||||||||||||||||||||||
Closing dated | Feb. 7, 2019 | |||||||||||||||||||||||||||||||||
Note payable | $ 50,000 | |||||||||||||||||||||||||||||||||
Due date | Dec. 31, 2019 | |||||||||||||||||||||||||||||||||
Stock issued during period, shares | 120,000 | |||||||||||||||||||||||||||||||||
Escrow Agent [Member] | Amended Settlement Agreement [Member] | ||||||||||||||||||||||||||||||||||
Common stock issued | 436,125 | 98,078 | ||||||||||||||||||||||||||||||||
Ms. Faltings [Member] | Preferred Stock Exchange Agreement [Member] | ||||||||||||||||||||||||||||||||||
Common stock issued | 500,000 | 500,000 | ||||||||||||||||||||||||||||||||
Series D Preferred Stock | ||||||||||||||||||||||||||||||||||
Preferred stock shares issued | 0 | 10 | ||||||||||||||||||||||||||||||||
Series D Preferred Stock | Securities Exchange Agreement [Member] | ||||||||||||||||||||||||||||||||||
Preferred stock shares issued | 10 | |||||||||||||||||||||||||||||||||
Series C Preferred Stock | ||||||||||||||||||||||||||||||||||
Preferred stock shares issued | 0 | 1,000 | ||||||||||||||||||||||||||||||||
Series E Preferred Stock | ||||||||||||||||||||||||||||||||||
Preferred stock shares issued | 7,965,514 | 6,602,994 | ||||||||||||||||||||||||||||||||
Sale of stock | 1,200,000 | |||||||||||||||||||||||||||||||||
Series E Preferred Stock | Securities Purchase Agreement [Member] | Third Tranche [Member] | ||||||||||||||||||||||||||||||||||
Exercise price | $ 0.25 | $ 0.25 | ||||||||||||||||||||||||||||||||
Convertible notes | $ 96,880 | $ 96,880 | ||||||||||||||||||||||||||||||||
Proceeds from preferred stock | $ 71,880 | $ 25,000 | ||||||||||||||||||||||||||||||||
Preferred stock in exchange | 287,520 | 100,000 | ||||||||||||||||||||||||||||||||
Series E Preferred Stock | Securities Purchase Agreement [Member] | Second Tranche [Member] | ||||||||||||||||||||||||||||||||||
Closing dated | Feb. 7, 2019 | |||||||||||||||||||||||||||||||||
Warrants to acquire | 1,550,000 | |||||||||||||||||||||||||||||||||
Exchange of convertible notes | $ 975,000 | |||||||||||||||||||||||||||||||||
Proceeds from preferred stock | $ 71,875 | $ 71,875 | ||||||||||||||||||||||||||||||||
Preferred Stock remaining balance | $ 243,750 | |||||||||||||||||||||||||||||||||
Preferred stock in exchange | 287,500 | 287,500 | 387,500 | |||||||||||||||||||||||||||||||
Preferred stock value | $ 0.25 | $ 0.25 | ||||||||||||||||||||||||||||||||
Series A Preferred Stock | ||||||||||||||||||||||||||||||||||
Preferred stock shares issued | 1 | 1 | ||||||||||||||||||||||||||||||||
Richard DeCicco [Member] | Preferred Stock Exchange Agreement [Member] | ||||||||||||||||||||||||||||||||||
Common stock issued | 500,000 | 500,000 | ||||||||||||||||||||||||||||||||
Richard DeCicco [Member] | Series D Preferred Stock | Securities Exchange Agreement [Member] | ||||||||||||||||||||||||||||||||||
Preferred stock shares issued | 5 | |||||||||||||||||||||||||||||||||
Richard DeCicco [Member] | Series D Preferred Stock | Vice President Roseann Faltings [Member] | ||||||||||||||||||||||||||||||||||
Preferred stock shares issued | 5 | 5 | ||||||||||||||||||||||||||||||||
Richard DeCicco [Member] | Series D Preferred Stock | Ms. Faltings [Member] | Preferred Stock Exchange Agreement [Member] | ||||||||||||||||||||||||||||||||||
Preferred stock shares issued | 1,000,000 | 1,000,000 | ||||||||||||||||||||||||||||||||
Preferred stock in exchange | 10 | |||||||||||||||||||||||||||||||||
Richard DeCicco [Member] | Series C Preferred Stock | ||||||||||||||||||||||||||||||||||
Preferred stock shares issued | 1,000 | 1,000 | ||||||||||||||||||||||||||||||||
Common stock issued | 1,000,000 | 1,000,000 | ||||||||||||||||||||||||||||||||
Richard DeCicco [Member] | Series C Preferred Stock | Securities Exchange Agreement [Member] | ||||||||||||||||||||||||||||||||||
Preferred stock shares issued | 1,000,000 | 1,000,000 | ||||||||||||||||||||||||||||||||
Preferred stock in exchange | 1,000 | |||||||||||||||||||||||||||||||||
Richard DeCicco [Member] | Series A Preferred Stock | ||||||||||||||||||||||||||||||||||
Preferred stock, voting rights | The one share of Series A Preferred Stock, which was issued to Richard DeCicco on June 10, 2009, entitles the holder to two votes for every share of Common Stock Deemed Outstanding and has no conversion or dividend rights | |||||||||||||||||||||||||||||||||
Richard DeCicco [Member] | Series A Preferred Stock | Securities Exchange Agreement [Member] | ||||||||||||||||||||||||||||||||||
Preferred stock shares issued | 1,000 | |||||||||||||||||||||||||||||||||
Chief Executive Officer Richard DeCicco [Member] | ||||||||||||||||||||||||||||||||||
Common stock issued | 500,000 | 500,000 | ||||||||||||||||||||||||||||||||
Nine Investors [Member] | Series E Preferred Stock | Securities Purchase Agreement [Member] | Second Tranche [Member] | ||||||||||||||||||||||||||||||||||
Closing dated | Feb. 7, 2019 | |||||||||||||||||||||||||||||||||
Sale of preferred stock | 1,550,000 | |||||||||||||||||||||||||||||||||
Proceeds from issuance of common stock and warrants | $ 387,500 | |||||||||||||||||||||||||||||||||
Nine Investors [Member] | Series E Preferred Stock | Securities Purchase Agreement [Member] | First Tranche [Member] | ||||||||||||||||||||||||||||||||||
Warrants to acquire | 620,000 | |||||||||||||||||||||||||||||||||
Sale of preferred stock | 1,550,000 | |||||||||||||||||||||||||||||||||
Proceeds from issuance of common stock and warrants | $ 387,500 | |||||||||||||||||||||||||||||||||
Nine Investors [Member] | Series E Preferred Stock | Securities Purchase Agreement [Member] | Second Tranche [Member] | ||||||||||||||||||||||||||||||||||
Warrants to acquire | 620,000 | |||||||||||||||||||||||||||||||||
Nine Investors [Member] | Series E Preferred Stock | Securities Purchase Agreement [Member] | First Tranche | ||||||||||||||||||||||||||||||||||
Warrants to acquire | 1,860,000 | |||||||||||||||||||||||||||||||||
Sale of preferred stock | 4,650,000 | |||||||||||||||||||||||||||||||||
Exercise price | $ 1.25 | |||||||||||||||||||||||||||||||||
Warrants to acquire period | 5 years | |||||||||||||||||||||||||||||||||
Proceeds from preferred stock | $ 1,162,500 | |||||||||||||||||||||||||||||||||
Four Investor [Member] | ||||||||||||||||||||||||||||||||||
Warrants issued | 480,000 | |||||||||||||||||||||||||||||||||
Four Investor [Member] | Securities Purchase Agreement [Member] | September 2017 To November 2017 [Member] | ||||||||||||||||||||||||||||||||||
Warrants issued | 480,000 | |||||||||||||||||||||||||||||||||
Warrants to acquire period | 5 years | |||||||||||||||||||||||||||||||||
Common stock issued | 480,000 | |||||||||||||||||||||||||||||||||
Common stock value | $ 2.50 | |||||||||||||||||||||||||||||||||
Proceeds from issuance of common stock and warrants | $ 300,000 | |||||||||||||||||||||||||||||||||
Four Investor [Member] | Share Purchase Agreement [Member] | October 27, 2017 [Member] | ||||||||||||||||||||||||||||||||||
Convertible preferred stock conversion description | 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. | |||||||||||||||||||||||||||||||||
Common stock shares purchased | 480,000 | |||||||||||||||||||||||||||||||||
Four Investor [Member] | Series E Preferred Stock | Securities Purchase Agreement [Member] | ||||||||||||||||||||||||||||||||||
Convertible preferred stock, shares issued upon conversion | 1,200,000 | |||||||||||||||||||||||||||||||||
Convertible preferred stock conversion description | 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 | |||||||||||||||||||||||||||||||||
Escrow Agent [Member] | ||||||||||||||||||||||||||||||||||
Common stock issued | 0 | 534,203 | ||||||||||||||||||||||||||||||||
Common stock value | $ .001 | $ .001 | ||||||||||||||||||||||||||||||||
Escrow Agent [Member] | Settlement Agreement [Member] | ||||||||||||||||||||||||||||||||||
Common stock issued | 481,151 | 280,296 | 172,000 | 126,667 | 216,127 | 103,447 | ||||||||||||||||||||||||||||
Five Holders [Member] | Settlement Agreement [Member] | ||||||||||||||||||||||||||||||||||
Notes payable and accrued interest | $ 1,099,094 | |||||||||||||||||||||||||||||||||
Irrevocably reserve common stock | 2,452,000 | |||||||||||||||||||||||||||||||||
Release dated | Mar. 28, 2017 | |||||||||||||||||||||||||||||||||
Five Holders [Member] | Settlement Agreement [Member] | Minimum [Member] | ||||||||||||||||||||||||||||||||||
Notes payable and accrued interest | $ 206,373 | |||||||||||||||||||||||||||||||||
Irrevocably reserve common stock | 520,293 | |||||||||||||||||||||||||||||||||
Five Holders [Member] | Settlement Agreement [Member] | Maximum [Member] | ||||||||||||||||||||||||||||||||||
Notes payable and accrued interest | $ 892,721 | |||||||||||||||||||||||||||||||||
Irrevocably reserve common stock | 1,931,707 | |||||||||||||||||||||||||||||||||
Four Holders [Member] | Settlement Agreement [Member] | ||||||||||||||||||||||||||||||||||
Notes payable and accrued interest | $ 892,721 | |||||||||||||||||||||||||||||||||
Irrevocably reserve common stock | 1,931,707 | |||||||||||||||||||||||||||||||||
Nine Investor [Member] | Series E Preferred Stock | Securities Purchase Agreement [Member] | First Tranche | ||||||||||||||||||||||||||||||||||
Sale of stock | 4,650,000 | |||||||||||||||||||||||||||||||||
Closing dated | Sep. 27, 2018 | |||||||||||||||||||||||||||||||||
Warrants to acquire | 1,860,000 | |||||||||||||||||||||||||||||||||
Exercise price | $ 1.25 | |||||||||||||||||||||||||||||||||
Warrants to acquire period | 5 years | |||||||||||||||||||||||||||||||||
Proceeds from warrants to acquire | $ 1,162,500 | |||||||||||||||||||||||||||||||||
Nine Investor [Member] | Series E Preferred Stock | Securities Purchase Agreement [Member] | First Tranche Sale | ||||||||||||||||||||||||||||||||||
Sale of stock | 1,550,000 | |||||||||||||||||||||||||||||||||
Warrants to acquire | 620,000 | |||||||||||||||||||||||||||||||||
Proceeds from warrants to acquire | $ 387,500 | |||||||||||||||||||||||||||||||||
Bellissima [Member] | Securities Exchange Agreement [Member] | ||||||||||||||||||||||||||||||||||
Ownership percentage | 51.00% | |||||||||||||||||||||||||||||||||
Securities exchange agreement description | Pursuant to the Securities Purchase Agreement (See Note 4) for the Company’s 51% investment in Bellissima, entitles 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. | |||||||||||||||||||||||||||||||||
Roseann Faltings [Member] | Series D Preferred Stock | Securities Exchange Agreement [Member] | ||||||||||||||||||||||||||||||||||
Preferred stock shares issued | 5 | |||||||||||||||||||||||||||||||||
BiVi [Member] | Securities Exchange Agreement [Member] | ||||||||||||||||||||||||||||||||||
Ownership percentage | 51.00% | |||||||||||||||||||||||||||||||||
Securities exchange agreement description | 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. | |||||||||||||||||||||||||||||||||
Common Stock | ||||||||||||||||||||||||||||||||||
Sale of stock | 480,000 | |||||||||||||||||||||||||||||||||
Fair value of shares and notes expensed as consulting fees | $ 91,200 | |||||||||||||||||||||||||||||||||
Common Stock | Four Investor [Member] | Securities Purchase Agreement [Member] | ||||||||||||||||||||||||||||||||||
Sale of stock | 480,000 | |||||||||||||||||||||||||||||||||
Warrant [Member] | ||||||||||||||||||||||||||||||||||
Securities exchange agreement description | expire at dates ranging from June 22, 2022 to June 30, 2022. | |||||||||||||||||||||||||||||||||
Warrants issued | 400,000 | |||||||||||||||||||||||||||||||||
Exercise price | $ 2.50 | |||||||||||||||||||||||||||||||||
Warrants to acquire period | 3 years | |||||||||||||||||||||||||||||||||
Convertible notes | $ 135,019 | |||||||||||||||||||||||||||||||||
Common stock value | $ 0.625 | |||||||||||||||||||||||||||||||||
Common stock shares purchased | 54,000 | |||||||||||||||||||||||||||||||||
Fair value of warrants expensed | $ 250,000 | |||||||||||||||||||||||||||||||||
Warrant [Member] | Services Rendered [Member] | ||||||||||||||||||||||||||||||||||
Warrants issued | 30,000 | |||||||||||||||||||||||||||||||||
Warrants to acquire period | 5 years | |||||||||||||||||||||||||||||||||
Common stock value | $ 2.50 | |||||||||||||||||||||||||||||||||
Fair value of warrants expensed | $ 23,250 | |||||||||||||||||||||||||||||||||
Warrant [Member] | Series E Preferred Stock | ||||||||||||||||||||||||||||||||||
Preferred stock shares issued | 2,077,994 | |||||||||||||||||||||||||||||||||
Convertible preferred stock, shares issued upon conversion | 831,198 | |||||||||||||||||||||||||||||||||
Warrants to acquire | 831,198 | |||||||||||||||||||||||||||||||||
Common stock issued | 122,510 | |||||||||||||||||||||||||||||||||
Notes payable and accrued interest | $ 519,499 | |||||||||||||||||||||||||||||||||
Warrant [Member] | Series E Preferred TwoStock | ||||||||||||||||||||||||||||||||||
Notes payable and accrued interest | 90,296 | |||||||||||||||||||||||||||||||||
Warrant [Member] | Series E Preferred OneStock | ||||||||||||||||||||||||||||||||||
Notes payable and accrued interest | $ 76,569 | |||||||||||||||||||||||||||||||||
Warrant [Member] | Four Investor [Member] | September 2017 To November 2017 [Member] | ||||||||||||||||||||||||||||||||||
Warrants issued | 480,000 | |||||||||||||||||||||||||||||||||
Warrants to acquire period | 5 years | |||||||||||||||||||||||||||||||||
Common stock value | $ 2.50 | |||||||||||||||||||||||||||||||||
Warrant [Member] | Four Investor [Member] | Series E Preferred Stock | ||||||||||||||||||||||||||||||||||
Warrants issued | 480,000 | |||||||||||||||||||||||||||||||||
Warrants to acquire | 1,200,000 | |||||||||||||||||||||||||||||||||
Warrants to acquire period | 5 years | |||||||||||||||||||||||||||||||||
Proceeds from warrants to acquire | $ 300,000 | |||||||||||||||||||||||||||||||||
Common stock value | $ 2.50 | |||||||||||||||||||||||||||||||||
Note Payable [Member] | ||||||||||||||||||||||||||||||||||
Fair value of shares and notes expensed as consulting fees | $ 50,000 | |||||||||||||||||||||||||||||||||
Convertible Notes [Member] | Series E Preferred Stock | Securities Exchange Agreement [Member] | First Tranche | ||||||||||||||||||||||||||||||||||
Warrants to acquire | 831,198 | |||||||||||||||||||||||||||||||||
Convertible notes | $ 519,499 | |||||||||||||||||||||||||||||||||
Exchange of convertible notes | 2,077,994 | |||||||||||||||||||||||||||||||||
Convertible Notes [Member] | Holders [Member] | Series E Preferred Stock | Securities Exchange Agreement [Member] | First Tranche | ||||||||||||||||||||||||||||||||||
Convertible notes | $ 76,569 | |||||||||||||||||||||||||||||||||
Exchange of common stock shares | 122,510 | |||||||||||||||||||||||||||||||||
Convertible notes paid off with cash | $ 90,296 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Income Taxes Details Narrative | ||
Expected tax at 21% | $ (141,260) | $ 73,416 |
Nondeductible stock-based compensation | 61,047 | |
Nondeductible expense (nontaxable income) from derivative liability | (173,711) | |
Nondeductible amortization of debt discount | 10,848 | |
Increase (decrease) in valuation allowance | 80,213 | 89,447 |
Income tax provision |
INCOME TAXES (Details 1)
INCOME TAXES (Details 1) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Income Taxes Details Narrative | ||
Net operating loss carryforward | $ 3,838,621 | $ 3,758,408 |
Less valuation allowance | (3,838,621) | (3,758,408) |
Deferred income tax assets - net |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) | Mar. 31, 2019 |
Income Taxes Details Narrative | |
Valuation allowance against the deferred tax asset | 100.00% |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details) | Mar. 31, 2019USD ($) |
Commitments And Contingencies Details Abstract | |
Year ended December 31, 2019 | $ 40,302 |
Year ended December 31, 2020 | 53,736 |
Year ended December 31, 2021 | 4,478 |
Total | $ 98,516 |
COMMITMENTS AND CONTINGENCIES_3
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | Apr. 01, 2018 | Nov. 12, 2015 | Mar. 27, 2018 | Jun. 30, 2017 | Mar. 31, 2019 | Mar. 31, 2018 | Mar. 27, 2019 | Dec. 31, 2018 |
Accounts payable and accrued expenses | $ 1,531,972 | $ 1,311,475 | ||||||
Common stock issued | 8,244,515 | 1,000,000 | 5,440,312 | |||||
Royalty expense | $ 75,188 | $ 6,590 | ||||||
Operating lease liability | $ 89,673 | |||||||
Estimated incremental borrowing rate | 10.00% | |||||||
Future lease payments | $ 98,516 | |||||||
Accrued officers compensation | $ 915,000 | $ 811,250 | ||||||
Customers [Member] | ||||||||
Major customer, sale percentages | 18.00% | |||||||
Customers One [Member] | ||||||||
Major customer, sale percentages | 17.00% | |||||||
Customers Two [Member] | ||||||||
Major customer, sale percentages | 15.00% | |||||||
Customers Three [Member] | ||||||||
Major customer, sale percentages | 14.00% | |||||||
Customers Four [Member] | ||||||||
Major customer, sale percentages | 11.00% | |||||||
Employment Agreement [Member] | ||||||||
Accrued officers compensation | $ 915,000 | 811,250 | ||||||
Employment Agreement [Member] | Bellissima, Iconic And BiVi [Member] | ||||||||
Accrued compensation | 103,750 | |||||||
Employment Agreement [Member] | 10% To BiVi [Member] | ||||||||
Accrued compensation | 31,125 | |||||||
Compensation allocated | 10,375 | |||||||
Employment Agreement [Member] | 50% to Iconic [Member] | ||||||||
Accrued compensation | 155,625 | |||||||
Compensation allocated | 51,875 | |||||||
Employment Agreement [Member] | 40% To Bellissima [Member] | ||||||||
Accrued compensation | 124,500 | |||||||
Compensation allocated | $ 41,500 | |||||||
Employment Agreement [Member] | Chief Executive Officer [Member] | ||||||||
Salary per annum | $ 150,000 | |||||||
Compensation of stock award | 100,000 | |||||||
Accrued compensation | 311,250 | |||||||
Distribution Agreement [Member] | May 1, 2015 [Member] | ||||||||
Distribution fee | $ 1 | |||||||
License Agreement [Member] | Hooters Marks [Member] | ||||||||
Royalty fee for future period, description | 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 Uniteds payment of a marketing contribution equal to 2% of the prior years net sales of the Licensed Products. | |||||||
Royalty fee, year 1 | 65,000 | |||||||
Royalty fee, year 2 | 255,000 | |||||||
Royalty fee, year 3 | 315,000 | |||||||
Royalty fee, year 4 | 315,000 | |||||||
Royalty fee, year 5 | 360,000 | |||||||
Royalty fee, year 6 | $ 420,000 | |||||||
License Agreement [Member] | Bellissima Spirits LLC [Member] | ||||||||
Shares issuable upon exercise of options, description | Brinkley was granted a 24 month option to purchase 1% of the outstanding shares of Iconic common stock on a fully diluted basis (as of the date of Brinkleys exercise of the option) at an exercise price of $0.001 per share. | |||||||
Royalty fee for future period, description | 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. | |||||||
License Agreement [Member] | Bivi [Member] | ||||||||
Royalty fee for future period, description | 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 | |||||||
Royalty fee, year 1 | $ 100,000 | |||||||
Royalty fee, year 2 | 150,000 | |||||||
Royalty fee, year 3 | 165,000 | |||||||
Royalty fee, year 4 | 181,500 | |||||||
Royalty fee, year 5 | 199,650 | |||||||
Royalty fee, year 6 | $ 219,615 | |||||||
Lease Agreement [Member] | ||||||||
Monthly rent | $ 4,478 | |||||||
Lease agreement description | The extension has a term of three years from February 1, 2018 to January 31, 2021 | |||||||
Compensation Arrangementst [Member] | Chief Executive Officer [Member] | ||||||||
Agreements term description | Both agreements have a term of 24 months (to March 31, 2020). | |||||||
Salary per annum | $ 265,000 | |||||||
Compensation of stock award | 300,000 | |||||||
Minimum [Member] | ||||||||
Agreements term description | equal to 25% of the year 2019 minimum royalty fee) | |||||||
Royalty expense | $ 63,750 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - Subsequent Events [Member] - USD ($) | May 09, 2019 | Apr. 23, 2019 |
Series E Preferred Stock | Common Stock | ||
Debt conversion, converted instrument, shares issued | 269,359 | |
Green Grow Farms, Inc. [Member] | Share Exchange Agreement [Member] | NY Farms Group Inc [Member] | ||
Share exchange agreement description | Pursuant to the Agreement, Iconic acquired a 51% equity interest in Green Grow in exchange for (i) cash consideration of $200,000, $50,000 of which was paid and the balance of which is payable within 30 days of Closing, 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. | |
New Warrants [Member] | Warrant Exercise Agreement [Member] | ||
Exercise of warrants issued | 1,920,000 | |
Warrant exercise price per share | $ 2.25 | |
Term of warranty | 5 years | |
Four Holders [Member] | Warrant Exercise Agreement [Member] | ||
Exercise of warrants issued | 960,000 | |
Warrant exercise price per share | $ 0.32 | |
Exercise of warrants value | $ 307,200 | |
Investor [Member] | Series E Preferred Stock | ||
Debt conversion, converted instrument, shares issued | 673,398 |