Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2020 | Nov. 16, 2020 | |
Cover [Abstract] | ||
Entity Registrant Name | Iconic Brands, Inc. | |
Entity Central Index Key | 0001350073 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity Emerging Growth Company | false | |
Entity Current Reporting Status | Yes | |
Document Period End Date | Sep. 30, 2020 | |
Entity Filer Category | Non-accelerated Filer | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2020 | |
Entity Common Stock Shares Outstanding | 17,448,881 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Interactive Data Current | Yes |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 499,100 | $ 263,638 |
Accounts receivable (less allowance for doubtful accounts of $84,766 and $26,513, respectively) | 345,767 | 573,747 |
Inventories | 689,224 | 573,800 |
Prepaid expenses | 42,155 | 0 |
Total current assets | 1,576,246 | 1,411,185 |
Right-of-use assets, less accumulated amortization of $194,037 and $125,921, respectively | 68,720 | 136,836 |
Leasehold improvements, furniture, and equipment (less accumulated depreciation and amortization of $19,431 and $0, respectively) | 20,277 | 20,000 |
Investment in and receivable from Can B Corp | 0 | 1,000,000 |
Total assets | 1,665,243 | 2,568,021 |
Current liabilities: | ||
Current portion of operating lease liabilities | 61,152 | 90,982 |
Accounts payable and accrued expenses | 2,257,940 | 1,852,563 |
Loans payable to officer and affiliated entity-noninterest bearing and due on demand | 24,063 | 45,131 |
Notes payable | 28,458 | 40,000 |
Total current liabilities | 2,371,613 | 2,028,676 |
Non-current portion of operating lease liabilities | 11,597 | 49,147 |
Total liabilities | 2,383,210 | 2,077,823 |
Stockholders' equity: | ||
Preferred stock value | 0 | 0 |
Common stock, $.001 par value; authorized 200,000,000 shares, 17,268,881 and 14,576,681 shares issued respectively | 17,269 | 14,577 |
Treasury stock, at cost - 1,000,000 shares common stock | (516,528) | 0 |
Additional paid-in capital | 22,430,430 | 21,282,679 |
Accumulated deficit | (25,534,477) | (22,925,748) |
Total Iconic Brands, Inc. stockholders' equity | 287,560 | 1,530,049 |
Noncontrolling interests in subsidiaries and variable interest entity | (1,005,527) | (1,039,851) |
Total stockholders' equity | (717,967) | 490,198 |
Total liabilities and stockholders' equity | 1,665,243 | 2,568,021 |
Preferred Stock Series A [Member] | ||
Stockholders' equity: | ||
Preferred stock value | 1 | 1 |
Preferred Stock Series E [Member] | ||
Stockholders' equity: | ||
Preferred stock value | 2,115 | 2,790 |
Preferred Stock Series F [Member] | ||
Stockholders' equity: | ||
Preferred stock value | 2,413,750 | 3,155,750 |
Preferred Stock Series G [Member] | ||
Stockholders' equity: | ||
Preferred stock value | $ 1,475,000 | $ 0 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Allowance for doubtful accounts | $ 84,766 | $ 26,513 |
Treasuary stock | 1,000,000 | |
Accumulated amortization, right of use assets | $ 194,037 | $ 125,921 |
Accumulated depreciation and amortization, Leasehold improvements, furniture, and equipment | $ 19,431 | $ 0 |
Stockholders' equity (deficiency) | ||
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 17,268,881 | 14,576,681 |
Common stock, shares par value | $ .001 | $ .001 |
Preferred stock, shares par value | $ .001 | $ .001 |
Preferred stock, shares authorized | 100,000,000 | 100,000,000 |
Preferred Stock Series A [Member] | ||
Stockholders' equity (deficiency) | ||
Preferred stock, shares outstanding | 1 | 1 |
Preferred stock, shares issued | 1 | 1 |
Preferred Stock Series E [Member] | ||
Stockholders' equity (deficiency) | ||
Preferred stock, shares outstanding | 2,115,224 | 2,790,224 |
Preferred stock, shares issued | 2,115,224 | 2,790,224 |
Preferred Stock Series F [Member] | ||
Stockholders' equity (deficiency) | ||
Preferred stock, shares par value | $ 1,000 | $ 1,000 |
Preferred stock, shares outstanding | 2,414 | 3,156 |
Preferred stock, shares issued | 2,414 | 3,156 |
Preferred Stock Series G [Member] | ||
Stockholders' equity (deficiency) | ||
Preferred stock, shares par value | $ 1,000 | $ 1,000 |
Preferred stock, shares outstanding | 1,475 | 0 |
Preferred stock, shares issued | 1,475 | 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Consolidated Statements of Operations (Unaudited) | ||||
Sales | $ 712,198 | $ 267,619 | $ 2,173,684 | $ 534,826 |
Cost of Sales | 269,763 | 120,790 | 850,249 | 271,031 |
Gross profit | 442,435 | 146,829 | 1,323,435 | 263,795 |
Operating expenses: | ||||
Officers compensation | 103,750 | 103,750 | 311,250 | 393,250 |
Professional and consulting fees | 330,282 | 147,048 | 792,205 | 1,014,133 |
Royalties | 133,706 | 25,243 | 171,254 | 178,710 |
Marketing and advertising | 322,479 | 305,222 | 597,652 | 389,103 |
Fulfillment | 61,949 | 0 | 308,636 | 0 |
Occupancy costs | 32,951 | 47,312 | 79,113 | 102,867 |
Travel and entertainment | 1,281 | 92,400 | 20,471 | 236,114 |
Investor relations | (31,392) | 0 | 525,448 | 0 |
Provision for doubtful accounts | 58,253 | 0 | 58,253 | 0 |
Other | 67,077 | 430,023 | 547,089 | 715,654 |
Total operating expenses | 1,080,336 | 1,150,998 | 3,411,371 | 3,029,831 |
Operating loss | (637,901) | (1,004,169) | (2,087,936) | (2,766,036) |
Loss on investment in and receivable from Can B Corp | (557,307) | 0 | (483,472) | 0 |
Net loss | (1,195,208) | (1,004,169) | (2,571,408) | (2,766,036) |
Net loss (income) attributable to noncontrolling interests in subsidiaries and variable interest entity | (23,893) | 35,846 | (37,321) | 435,939 |
Net loss attributable to Iconic Brands, Inc. | $ (1,219,101) | $ (968,323) | $ (2,608,729) | $ (2,330,097) |
Net loss per common share - basic and diluted | $ (0.08) | $ (0.08) | $ (0.16) | $ (0.24) |
Weighted average common shares | ||||
Outstanding and to be issued to Escrow Agent (as defined in Note 11) - basic and diluted | 16,268,881 | 12,525,768 | 16,066,664 | 9,742,957 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders Equity (Unaudited) - USD ($) | Total | Preferred Stock Series E [Member] | Common Stock [Member] | Series A Preferred Stock [Member] | Series C Preferred Stock [Member] | Series D Preferred Stock [Member] | Series F Preferred Stock [Member] | Series G Preferred Stock [Member] | Common Stock to be issued To Escrow Agent[Member] | Treasury Stock | Additional Paid-In Capital | Noncontrolling Interest | Retained Earnings (Accumulated Deficit) |
Balance, shares at Dec. 31, 2018 | 6,602,994 | 5,440,312 | 1 | 1,000 | 10 | 534,203 | |||||||
Balance, amount at Dec. 31, 2018 | $ (3,037,366) | $ 6,603 | $ 5,440 | $ 1 | $ 1 | $ 0 | $ 0 | $ 0 | $ 534 | $ 0 | $ 18,798,438 | $ (615,300) | $ (21,233,083) |
Cumulative effect adjustment relating to reduction of derivative liability on warrants, pursuant to ASU 2017-11 | 2,261,039 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | 2,261,039 | |||||
Common stock issued to Escrow Agent, shares | 534,203 | (534,203) | |||||||||||
Common stock issued to Escrow Agent, amount | 0 | $ 0 | $ 534 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ (534) | 0 | 0 | 0 | 0 |
Sale of Series E Preferred stock and warrants in connection with Securities Purchase Agreement dated September 27, 2018, shares | 1,362,520 | 10 | |||||||||||
Sale of Series E Preferred stock and warrants in connection with Securities Purchase Agreement dated September 27, 2018, amount | 340,630 | $ 1,363 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | 0 | 0 | 339,267 | 0 | 0 |
Issuance of common stock in connection with Settlement and Release Agreement dated February 7, 2019, shares | 120,000 | ||||||||||||
Issuance of common stock in connection with Settlement and Release Agreement dated February 7, 2019, amount | 91,200 | $ 0 | $ 120 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | 0 | 0 | 91,080 | 0 | 0 |
Issuance of common stock in connection with Business Development Agreement dated March 15, 2019, shares | 150,000 | ||||||||||||
Issuance of common stock in connection with Business Development Agreement dated March 15, 2019, amount | 199,500 | $ 0 | $ 150 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | 0 | 0 | 199,350 | 0 | 0 |
Issuance of common stock in exchange for the surrender of Series C Preferred stock on March 27, 2019, shares | 1,000,000 | (1,000) | |||||||||||
Issuance of common stock in exchange for the surrender of Series C Preferred stock on March 27, 2019, amount | 91,200 | $ 0 | $ 1,000 | $ 0 | $ (1) | $ 0 | $ 0 | $ 0 | 0 | 0 | (999) | 0 | |
Issuance of common stock in exchange for the surrender of Series D Preferred stock on March 27, 2019, shares | 1,000,000 | (10) | |||||||||||
Issuance of common stock in exchange for the surrender of Series D Preferred stock on March 27, 2019, amount | 0 | $ 0 | $ 1,000 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | 0 | 0 | (1,000) | 0 | 0 |
Adjustment | 257 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | (1) | 0 | 258 |
Net income (loss) | (982,364) | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | 0 | 0 | (309,697) | (672,667) | |
Balance, shares at Mar. 31, 2019 | 7,965,514 | 8,244,515 | 1 | ||||||||||
Balance, amount at Mar. 31, 2019 | (1,127,104) | $ 7,966 | $ 8,244 | $ 1 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | 19,426,135 | (924,997) | (19,644,453) |
Balance, shares at Dec. 31, 2018 | 6,602,994 | 5,440,312 | 1 | 1,000 | 10 | 534,203 | |||||||
Balance, amount at Dec. 31, 2018 | (3,037,366) | $ 6,603 | $ 5,440 | $ 1 | $ 1 | $ 0 | $ 0 | $ 0 | $ 534 | $ 0 | 18,798,438 | (615,300) | (21,233,083) |
Net income (loss) | (2,766,036) | ||||||||||||
Balance, shares at Sep. 30, 2019 | 3,442,116 | 13,502,324 | 1 | 3,664 | |||||||||
Balance, amount at Sep. 30, 2019 | 2,102,416 | $ 3,442 | $ 13,502 | $ 1 | $ 0 | $ 0 | $ 3,664,250 | $ 0 | 0 | 0 | 20,774,601 | (1,051,239) | (21,302,141) |
Balance, shares at Mar. 31, 2019 | 7,965,514 | 8,244,515 | 1 | ||||||||||
Balance, amount at Mar. 31, 2019 | (1,127,104) | $ 7,966 | $ 8,244 | $ 1 | $ 0 | $ 0 | $ 0 | $ 0 | 0 | 0 | 19,426,135 | (924,997) | (19,644,453) |
Adjustment | (258) | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | (258) | |
Net income (loss) | (779,503) | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | 0 | 0 | 0 | (90,396) | (689,107) |
Issuance of common stock in exchange for Series E Preferred stock on April 23, 2019 and May 17, 2019, shares | (1,473,398) | 589,359 | |||||||||||
Issuance of common stock in exchange for Series E Preferred stock on April 23, 2019 and May 17, 2019, amount | 0 | $ (1,473) | $ 589 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | 0 | 0 | 884 | 0 | 0 |
Exercise of warrants at $0.32 per share pursuant to Warrant Exercise Agreements dated May 9, 2019, shares | 960,000 | ||||||||||||
Exercise of warrants at $0.32 per share pursuant to Warrant Exercise Agreements dated May 9, 2019, amount | 307,200 | $ 0 | $ 960 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | 0 | 0 | 306,240 | 0 | 0 |
Issuance of common stock in connection with Share Exchange Agreement dated April 17, 2019, shares | 2,000,000 | ||||||||||||
Issuance of common stock in connection with Share Exchange Agreement dated April 17, 2019, amount | 1,250,000 | $ 0 | $ 2,000 | $ 0 | $ 0 | $ 0 | $ 0 | 0 | 0 | 1,248,000 | 0 | 0 | |
Issuance of common stock in connection with Consulting Agreement dated April 15, 2019, shares | 50,000 | ||||||||||||
Issuance of common stock in connection with Consulting Agreement dated April 15, 2019, amount | 95,000 | $ 50 | $ 0 | $ 50 | $ 0 | $ 0 | $ 0 | 0 | 0 | 94,950 | 0 | 0 | |
Issuance of common stock in connection with Consulting Agreement dated May 23, 2019, shares | 250,000 | ||||||||||||
Issuance of common stock in connection with Consulting Agreement dated May 23, 2019, amount | 390,000 | $ 0 | $ 250 | $ 0 | $ 0 | $ 0 | $ 0 | 0 | 0 | 389,750 | 0 | 0 | |
Balance, shares at Jun. 30, 2019 | 7,167,116 | 12,093,874 | 1 | ||||||||||
Balance, amount at Jun. 30, 2019 | 304,085 | $ 7,167 | $ 12,094 | $ 1 | $ 0 | $ 0 | $ 0 | $ 0 | 0 | 0 | 21,634,034 | (1,015,393) | (20,333,818) |
Net income (loss) | $ (1,004,169) | 0 | 0 | 3,442 | 3,664,250 | 0 | 0 | 0 | 0 | 0 | (35,846) | (968,323) | |
Sale of Series F Preferred stock and warrants in connection with Securities Purchase Agreement dated July 18, 2019, amount | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 3,125 | $ 0 | 0 | 0 | 0 | 0 | 0 | |
Sale of Series F Preferred stock and warrants in connection with Securities Purchase Agreement dated July 18, 2019, shares | 3,125,000 | 3,125,000 | |||||||||||
Placement agent commissions, expenses and stock-based compensation, shares | 781,250 | ||||||||||||
Placement agent commissions, expenses and stock-based compensation, amount | $ (322,500) | $ 0 | $ 781 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | 0 | 0 | (323,281) | 0 | 0 |
Exchange of Series E Preferred stock for Series F Preferred stock, shares | (2,725,000) | 681 | |||||||||||
Exchange of Series E Preferred stock for Series F Preferred stock, amount | 0 | $ (2,725) | $ 0 | $ 0 | $ 0 | $ 0 | $ 681,250 | $ 0 | 0 | 0 | (678,525) | 0 | 0 |
Issuance of common stock in exchange for Series E Preferred stock, shares | (1,000,000) | 400,000 | |||||||||||
Issuance of common stock in exchange for Series E Preferred stock, amount | 0 | $ (1,000) | $ 400 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | 0 | 0 | 600 | 0 | 0 |
Issuance of common stock in exchange for Series F Preferred stock, shares | 227,200 | (142) | |||||||||||
Issuance of common stock in exchange for Series F Preferred stock, amount | 0 | $ 0 | $ 227 | $ 0 | $ 0 | $ 0 | $ (142,000) | $ 0 | 0 | 0 | 14,773 | 0 | 0 |
Balance, shares at Sep. 30, 2019 | 3,442,116 | 13,502,324 | 1 | 3,664 | |||||||||
Balance, amount at Sep. 30, 2019 | 2,102,416 | $ 3,442 | $ 13,502 | $ 1 | $ 0 | $ 0 | $ 3,664,250 | $ 0 | 0 | 0 | 20,774,601 | (1,051,239) | (21,302,141) |
Balance, shares at Dec. 31, 2019 | 2,790,224 | 14,576,681 | 1 | 3,156 | |||||||||
Balance, amount at Dec. 31, 2019 | 490,198 | $ 2,790 | $ 14,577 | $ 1 | $ 0 | $ 0 | $ 3,155,750 | $ 0 | 0 | 0 | 21,282,679 | (1,039,851) | (22,925,748) |
Net income (loss) | (912,098) | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | 0 | 0 | 0 | (74,178) | (837,920) | ||
Issuance of common stock in exchange for Series E Preferred stock, shares | (675,000) | 270,000 | |||||||||||
Issuance of common stock in exchange for Series E Preferred stock, amount | 0 | $ 675 | $ 207 | $ (675) | $ 0 | $ 0 | $ 0 | $ 0 | 0 | 0 | 405 | 0 | 0 |
Issuance of common stock in exchange for Series F Preferred stock, shares | 304,000 | (190) | |||||||||||
Issuance of common stock in exchange for Series F Preferred stock, amount | 0 | $ 0 | $ 304 | $ 0 | $ 0 | $ 0 | $ (190,000) | $ 0 | 0 | 0 | 189,696 | 0 | 0 |
Sale of Series G Preferred stock and warrants, shares | 1,475 | ||||||||||||
Sale of Series G Preferred stock and warrants, amount | 1,475,000 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 1,475,000 | 0 | 0 | 0 | 0 | 0 |
Placement agent fees and stock-based compensation, shares | 375,000 | 1,475 | |||||||||||
Placement agent fees and stock-based compensation, amount | (150,000) | $ 0 | $ 375 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | 0 | 0 | (150,375) | 0 | 0 |
Issuance of common stock in exchange for services rendered and to be rendered, shares | 460,000 | ||||||||||||
Issuance of common stock in exchange for services rendered and to be rendered, amount | 302,768 | $ 0 | $ 460 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | 0 | 0 | 302,308 | 0 | 0 |
Balance, shares at Mar. 31, 2020 | 2,115,224 | 15,985,681 | 1 | 2,966 | 1,475 | ||||||||
Balance, amount at Mar. 31, 2020 | 1,205,868 | $ 2,115 | $ 15,986 | $ 1 | $ 0 | $ 0 | $ 2,965,750 | $ 1,475,000 | 0 | 0 | 21,624,713 | (1,114,029) | (23,763,668) |
Balance, shares at Dec. 31, 2019 | 2,790,224 | 14,576,681 | 1 | 3,156 | |||||||||
Balance, amount at Dec. 31, 2019 | 490,198 | $ 2,790 | $ 14,577 | $ 1 | $ 0 | $ 0 | $ 3,155,750 | $ 0 | 0 | $ 0 | 21,282,679 | (1,039,851) | (22,925,748) |
Net income (loss) | (2,571,408) | ||||||||||||
Balance, shares at Sep. 30, 2020 | 2,115,224 | 17,268,881 | 1 | 2,414 | 1,475 | (1,000,000) | |||||||
Balance, amount at Sep. 30, 2020 | (717,967) | $ 2,115 | $ 17,269 | $ 1 | $ 0 | $ 0 | $ 2,413,750 | $ 1,475,000 | 0 | $ (516,528) | 22,430,430 | (1,005,527) | (25,534,477) |
Balance, shares at Mar. 31, 2020 | 2,115,224 | 15,985,681 | 1 | 2,966 | 1,475 | ||||||||
Balance, amount at Mar. 31, 2020 | 1,205,868 | $ 2,115 | $ 15,986 | $ 1 | $ 0 | $ 0 | $ 2,965,750 | $ 1,475,000 | 0 | 0 | 21,624,713 | (1,114,029) | (23,763,668) |
Net income (loss) | (464,102) | $ 0 | $ 0 | $ (551,708) | $ 0 | $ 0 | $ 0 | 0 | 0 | 0 | 87,606 | (551,708) | |
Issuance of common stock in exchange for Series F Preferred stock, shares | 883,200 | (552) | |||||||||||
Issuance of common stock in exchange for Series F Preferred stock, amount | 0 | $ 0 | $ 883 | $ 0 | $ 0 | $ 0 | $ (552,000) | $ 0 | 0 | 0 | 551,117 | 0 | 0 |
Issuance of common stock in exchange for services, shares | 400,000 | ||||||||||||
Issuance of common stock in exchange for services, amount | 255,000 | $ 0 | $ 400 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | 0 | 0 | 254,600 | 0 | |
Balance, shares at Jun. 30, 2020 | 2,115,224 | 17,268,881 | 1 | 2,414 | 1,475 | ||||||||
Balance, amount at Jun. 30, 2020 | 996,766 | $ 2,115 | $ 17,269 | $ 1 | $ 0 | $ 0 | $ 2,413,750 | $ 1,475,000 | 0 | 0 | 22,430,430 | (1,026,423) | (24,315,376) |
Adjustment | (2,997) | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | (2,997) | 0 |
Net income (loss) | (1,195,208) | $ 0 | 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | 0 | $ 0 | 23,893 | (1,219,101) | |
Treasury stock acquired from Can B Corp, shares | (1,000,000) | ||||||||||||
Treasury stock acquired from Can B Corp, amount | (516,528) | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | 0 | $ (516,528) | 0 | 0 | 0 |
Balance, shares at Sep. 30, 2020 | 2,115,224 | 17,268,881 | 1 | 2,414 | 1,475 | (1,000,000) | |||||||
Balance, amount at Sep. 30, 2020 | $ (717,967) | $ 2,115 | $ 17,269 | $ 1 | $ 0 | $ 0 | $ 2,413,750 | $ 1,475,000 | $ 0 | $ (516,528) | $ 22,430,430 | $ (1,005,527) | $ (25,534,477) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Operating Activities: | ||
Net loss attributable to Iconic Brands, Inc. | $ (2,608,729) | $ (2,330,097) |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activitie; | ||
Net income (loss) attributable to noncontrolling interests in subsidiaries and variable interest entity | 37,321 | (435,939) |
Issuance of note payable to consultant | 0 | 50,000 |
Stock-based compensation | 537,800 | 775,700 |
Depreciation and amortization | 19,431 | 0 |
Loss on investment in and receivable from Can B Corp | 483,472 | 0 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 227,980 | (79,431) |
Inventories | (115,424) | (460,878) |
Prepaid expenses | (22,187) | 0 |
Notes receivable from related parties of Green Grow Farms, Inc. | 0 | (287,700) |
Accounts payable and accrued expenses | 403,116 | 359,473 |
Net cash used in operating activities | (1,037,220) | (2,408,872) |
Investing Activities: | ||
Leasehold improvements | (11,000) | (15,000) |
Furniture and equipment | (8,708) | 0 |
Net cash used in investing activities | (19,708) | (15,000) |
Financing Activities: | ||
Proceeds from sale of Series G Preferred stock and warrants (net of placement agent fees of $150,000) | 1,325,000 | 0 |
Proceeds from sale of Series F Preferred stock and warrants (net of placement agent fees of $322,500) | 0 | 2,802,500 |
Proceeds from sale of Series E Preferred stock and warrants | 0 | 509,380 |
Proceeds from exercise of warrants | 0 | 307,200 |
Proceeds from note payable | 28,458 | 0 |
Repayment of note payable | (40,000) | 0 |
Loans payable to officer and affiliated entity | (21,068) | (16,369) |
Net cash provided by financing activities | 1,292,390 | 3,602,711 |
Increase (decrease) in cash and cash equivalents | 235,462 | 1,178,839 |
Cash and cash equivalents, beginning of period | 263,638 | 191,463 |
Cash and cash equivalents, end of period | 499,100 | 1,370,302 |
SUPPLEMENTAL CASH FLOW INFORMATION: | ||
Income taxes paid | 0 | 0 |
Interest paid | 0 | 0 |
NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Issuance of common stock to Escrow Agent in connection with Settlement Agreement and Amended settlement Agreement | 0 | 534 |
Exchange of Series E Preferred stock for Series F Preferred stock | 0 | 681,250 |
Issuance of common stock in exchange for the surrender of Series C Preferred stock and Series D Preferred stock | 0 | 2,000 |
Issuance of common stock in exchange for Series E Preferred stock | 270 | 989 |
Issuance of common stock in exchange for Series F Preferred Stock | $ 1,187 | $ 0 |
Purchase of treasury stock (1,000,000 shares of common stock) in connection with exchange of 543,714 shares of Can B Corp common stock | 516,528 | |
Issuance of common stock and note payable in connection with acquisition of 51% of Green Grow Farms, Inc. | $ 0 | $ 1,450,000 |
ORGANIZATION AND NATURE OF BUSI
ORGANIZATION AND NATURE OF BUSINESS | 9 Months Ended |
Sep. 30, 2020 | |
ORGANIZATION AND NATURE OF BUSINESS | |
1. ORGANIZATION AND NATURE OF BUSINESS | Iconic Brands, Inc., formerly Paw Spa, Inc. (“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 with Iconic’s chief executive officer and represented a change in reporting entity. The financial statements of the Company (as defined in Note 2) have been retrospectively adjusted to reflect the operations of BiVi and Bellissima from their inception. BiVi was organized in Nevada on May 4, 2015. Bellissima was organized in Nevada on November 23, 2015. Effective May 9, 2019, Iconic closed on a share exchange agreement to acquire a 51% interest in Green Grow Farms, Inc. (“Green Grow”), an entity organized on February 28, 2019 to grow hemp for CBD extraction. Effective December 31, 2019, Iconic sold its 51% interest in Green Grow to Can B Corp (“CANB”) (see Note 3). 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 as of December 31, 2018 from 1,359,941,153 shares to 5,439,765 shares. The accompanying financial statements have been retrospectively adjusted to reflect this reverse stock split. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2020 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
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. (“United”), a variable interest entity of Iconic (see Note 6) (collectively, the “Company”). All inter-company balances and transactions have been eliminated in consolidation. (b) Interim Financial Statements The interim financial statements as of September 30, 2020 and for the three and nine months ended September 30, 2020 and 2019 are unaudited and have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. These statements reflect all normal and recurring adjustments that, in the opinion of management, are necessary for a fair presentation of the information contained herein. Operating results for the three and nine months ended September 30, 2020 are not necessarily indicative of results that may be expected for the year ending December 31, 2020. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to the Securities and Exchange Commission's rules and regulations. These unaudited financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto for the year ended December 31, 2019, as included in its Annual report on Form 10-K. (c) Use of Esti m a t es 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 as of 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. ( d) F air V al u e of F i n a n c ial I n st r u m e n ts G ene r al l y ac c epted a cc o unt i ng princip l es r equire disclos ure of the fa i r v alue, t o the e x tent pract i cab l e, of financial i nstruments that are r e c o g ni z ed or unr e c o g ni z ed in t he bal a nce she e t. T h e fa i r v a lue of the financ i al i nstruments disclosed her e in are not necessari l y re p r e s e ntative of the amounts th a t c ould be real iz ed or set t led, nor do the f a ir value amounts consider the tax conseque n ces o f real iz at i on or settleme n t. In a ssessi n g the fa i r v a l u e of f inan c ial instrum e nts, t he Company uses a v a r iety of m e thods a nd a ssu m pt i ons, which a re b a s e d on e st i mat e s of ma r k e t condit i ons a nd risks exis t ing a t t he t i me. F or c e rt a in i nstruments, in c lud i ng c a sh a n d ca sh e q uival e nts, acc oun t s r ece i v a ble, acc ounts p a y a ble a nd a c c ru e d e xp e nses, loans payable to officers and affiliated entities, and notes payable, it w a s e st i mat e d that the ca r r y i n g a mount a ppro x i m a ted fa ir v a lue b eca use o f t he short maturities of these ins t rum e n t s. (e) Cash a nd Cash E qu i valents The Compa n y c onsid e rs a ll liquid investm e nts p u rc h a s e d with o r i g inal matu r ities of nine t y da y s o r l e ss to be c a sh equival e nts. ( f) A cc o un ts R e c e iva b le, Ne t of Allo w a n c e f or Dou b t f u l A cc o un ts The Compa n y e x tends u nse c u re d c r e dit to c ustome r s in the o r din a r y c o u rse of busin e ss but m i t i g a tes risk b y p e r f o r m i ng c r e dit c h ec ks a nd b y ac t i v e l y pursui n g p a s t due a c c ounts. The a l l ow a n c e f o r doubtful a cc ounts is b a s e d on c usto m e r his t o r ic a l e x p e ri e n c e a nd the a g ing of the re lat e d acc ounts r e c e ivabl e . As of September 30, 2020 and December 31, 2019, the allowance for doubtful accounts was $84,766 and $26,513, respectively. (g) 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 as of September 30, 2020 and December 31, 2019 consisted of cases of BiVi Vodka and cases of Bellissima sparkling wines purchased from the Company’s Italian suppliers, and cases of alcoholic beverages and packaging materials relating to the Company’s Hooters line of products introduced in August 2019. (h) Reve nu e R e cog n ition In May 2014, the Federal Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09 “Revenue from Contracts with Customers” (Topic 606) which established revenue recognition standards. ASU 2014-19 was effective for annual reporting periods beginning after December 15, 2017. The Company 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. R evenue from prod u ct s ales i s r ec o g ni z ed w h e n all of the followi n g cr i teria a re met: ( 1 ) persuasive evide n ce of a n arra n gement e x is t s, ( 2) the price is fi x ed or determ i nable, ( 3 ) col l ectabil i t y is r easo n ab l y assu r ed, and (4) de l ive r y h as occu r r e d. P er s uasive evidence of an arra n gement and fi x ed price criteria are sat i sfied throu g h pur c h ase o r ders. Col l ectabil i t y criteria is sat i sfied t hrou g h c r edit appro v als. Del i ve r y criteria is sat i sfied when the products are shipped t o a custo m er and t i t l e a nd risk of loss passes to the custo me r in accor d an c e with the terms of sale. The Company has no obl i g at i on to accept the r e turn o f products sold other th a n for r e place m ent of damaged products. Other t han quant i t y p rice discounts ne g ot i ated with custo m ers prior to b i lling and del i ve r y (which are r e fl e cted as a r e duct i on in sales), the Compa n y does not of f er a n y s ales incent i ves or ot h er r e bate arra n gements to custo me rs. (i) Sh i pp i n g a n d Ha n d l i n g 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. (j) S to c k -Based C o m pen sation Stock -based compen s at i on is accounted for at f a ir value in a c corda n c e with Account i n g S tandards Codificat i on ( “ AS C ”) Topic 718, “Compensat i o n - S tock Co m pensatio n ”. For the three and nine months ended September 30, 2020, stock-based compensation was $19,968 and $537,800, respectively. For the three and nine months ended September 30, 2019, stock-based compensation was $0, and $775,700, respectively. (k) I n c o m e Taxes Income taxes are accounted for under the assets and liabilities 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. (l) Net Income (Loss) per Share Basic n e t income (loss) p e r c ommon sha r e is c o mput e d on the b a sis of t he w e i g h t e d a v e ra g e number of c ommon sh a r e s outstanding and to be issued to Escrow Agent (see Note 11) duri n g the p e riods presented. Dilu t e d n e t in c ome (lo s s) p e r c ommon s h a re is c omput e d on the b a sis of t h e w e i g ht e d a v e rage numb e r of c ommon sha re s to be issued to Escrow Agent (see Note 11) a nd dilutive s ec u r ities (su c h a s stock options, w a r ra nt s , a nd c onvertible s ec u rities) outst a ndin g . Dilutive s ec u r ities h a vi n g a n a n t i - dilutive e f f e c t on diluted n e t income (los s ) p e r sha r e a re e x c luded f r om the c a lcul a tion. (m) Recently Is su e d A c c ounti n g P r onoun c e m ents Effective January 1, 2019, the Company 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. The Company 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 the Company recorded a total of $223,503 for right-of-use assets related to its two operating leases (see Note 13g) and a total of $223,503 for lease liabilities. On July 13, 2017, the FASB issued 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 reflected a $2,261,039 reduction of the derivative liability on warrants (see Note 10) and a $2,261,039 cumulative effect adjustment reduction of accumulated deficit. C ertain other a c count i ng pron o uncements have b een is s ued b y t h e FA S B and ot h er standard s et t ing organi z at i ons which are not y et e ff e ct i ve and h a v e not y et b een adopted b y the Compa n y . The i m p a ct o n the Compa n y ’s financ i al pos i t i on and r e sul t s of oper a t i ons from adopt i on of these stand ar ds is not e x pected to be material. (n) 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 as of September 30, 2020 of $25,534,477 and has experienced periodic cash flow difficulties, all of that raise substantial doubt regarding the Company’s ability to continue as a going concern. Continuation of the Company as a going concern is dependent upon obtaining additional working capital and attaining profitable operations. The management of the Company has developed a strategy that it believes will accomplish these objectives and that 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. |
DISCONTINUED OPERATIONS AND LOS
DISCONTINUED OPERATIONS AND LOSS ON INVESTMENT IN AND RECEIVABLE FROM CAN B CORP. | 9 Months Ended |
Sep. 30, 2020 | |
DISCONTINUED OPERATIONS AND LOSS ON INVESTMENT IN AND RECEIVABLE FROM CAN B CORP. | |
3. DISCONTINUED OPERATIONS AND LOSS ON INVESTMENT IN AND RECEIVABLE FROM CAN B CORP. | Effective December 31, 2019, the Company sold its 51% equity interest in Green Grow Farms, Inc. (“Green Grow”) to CANB. in exchange for 37,500,000 shares of Can B Corp. common stock and a Can B Corp. obligation to issue additional shares (“Additional Purchases Shares”) of Can B Corp. common stock to the Company on June 30, 2020 in such number so that the aggregate value of the aggregate shares issued to the Company equaled $1,000,000. The Company acquired this equity interest on May 9, 2019 in exchange for a $200,000 note payable to NY Farms Group Inc. and 2,000,000 shares of Company common stock valued at $1,250,000. Effective March 6, 2020, CANB effected a 1 share for 300 shares reverse stock split resulting in a reduction of the number of the Company’s shares of CANB common stock from 37,500,000 shares to 125,000 shares. On July 8, 2020, CANB delivered 418,714 additional shares of CANB common stock required under the December 31, 2019 agreement. The fair value of the 543,714 shares of CANB common stock at June 30, 2020 was $1,073,835 and the Company recognized an unrealized gain of $73,835 in the quarterly period ended June 30, 2020. On July 29, 2020, the Company executed an exchange agreement with CANB and delivered the 543,714 shares of CANB common stock to CANB in exchange for CANB’s delivery of 1,000,000 shares of common stock to the Company. The July 29, 2020 closing price of CANB common stock was $0.95 per share. |
INVESTMENT IN BIVI LLC
INVESTMENT IN BIVI LLC | 9 Months Ended |
Sep. 30, 2020 | |
INVESTMENT IN BIVI LLC | |
4. INVESTMENT IN BIVI LLC | On M ay 15, 2015, Iconic e nte re d in t o a sec u r i t ies e x c h a n g e a g r e e ment with the m e mbe r s of BiVi LL C, a N e v a da l i m i ted liabil i ty c ompa n y ( “ B iVi ” ), und e r whi c h Iconic ac qui r ed a 51% majo r i t y in t e r e st i n B iVi i n e x c h a nge f or the is s u a n c e of ( a ) 4,000 sh a r e s of c om m on s t o c k a nd ( b) 1,000 sh a r e s o f n e w l y - c r e a t e d S e ri e s C Conv e rtible Preferred stock . Prior to May 15, 2015, BiVi was be ne fi c i a l l y ow n e d a nd c ontroll e d b y Ri c h a rd De Ci c c o, the controlling shar e holde r I c on i c. |
INVESTMENT IN BELLISSIMA SPIRIT
INVESTMENT IN BELLISSIMA SPIRITS LLC | 9 Months Ended |
Sep. 30, 2020 | |
INVESTMENT IN BELLISSIMA SPIRITS LLC | |
5. 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 and chief executive officer of the Company. |
UNITED SPIRITS, INC.
UNITED SPIRITS, INC. | 9 Months Ended |
Sep. 30, 2020 | |
UNITED SPIRITS, INC. | |
6. UNITED SPIRITS, INC. | United is owned and managed by Richard DeCicco, the controlling shareholder and chief executive officer of the Company. United provides distribution services for Iconic, BiVi and Bellissima (see Note 13e) and is considered a variable interest entity (“VIE”) of Iconic. Since Iconic has been determined to be the primary beneficiary of United, the Company included United’s assets, liabilities, and operations in the accompanying consolidated financial statements of the Company. Summarized financial information of United follows: Balance Sheets: September 30, 2020 December 31, 2019 Cash and cash equivalents $ 489,312 $ 130,454 Intercompany receivable from Iconic (A) 1,225,662 56,495 Right-of-use asset 17,545 54,955 Total assets $ 1,732,519 $ 241,904 Accounts payable and accrued expenses $ 207,996 $ 187,658 Loans payable to officer and affiliated entity 67,009 88,077 SBA Payroll Protection Program loan 28,458 - Intercompany payable to Bellissima (A) 1,812,371 317,722 Intercompany payable to BiVi (A) 66,876 66,876 Operating lease liability 17,545 54,955 Total Liabilities 2,200,255 715,288 Noncontrolling interest in VIE (467,736 ) (473,384 ) Total liabilities and stockholders’ deficiency $ 1,732,519 $ 241,904 Nine months ended September 30, Statements of operations: 2020 2019 Intercompany distribution income (A) $ 16,597 $ 8,934 Royalty expense - 127,500 Officers’ compensation - 82,000 Other operating expenses – net 10,950 36,870 Total operating expenses 10,950 246,370 Net income (loss) $ 5,647 $ (237,436 ) (A) Eliminated in consolidation |
INVENTORIES
INVENTORIES | 9 Months Ended |
Sep. 30, 2020 | |
INVENTORIES | |
7. INVENTORIES | Inventories consisted of: September 30, 2020 December 31, 2019 Finished goods: Hooters brands $ 281,950 $ 286,123 Bellissima brands 322,869 199,580 BiVi brands 47,439 48,132 Total finished goods 652,258 533,835 Raw materials: Hooters brands 36,966 39,965 Total raw materials 36,966 39,965 Total $ 689,224 $ 573,800 |
ACCOUNTS PAYABLE AND ACCRUED EX
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | 9 Months Ended |
Sep. 30, 2020 | |
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | |
8. ACCOUNTS PAYABLE AND ACCRUED EXPENSES | Accounts payable and accrued expenses consisted of: September 30, 2020 December 31, 2019 Accounts payable $ 929,111 $ 737,850 Accrued officers compensation 851,300 813,050 Accrued royalties 466,296 295,042 Other 11,233 6,621 Total $ 2,257,940 $ 1,852,563 |
NOTE PAYABLE
NOTE PAYABLE | 9 Months Ended |
Sep. 30, 2020 | |
NOTE PAYABLE | |
9. NOTES PAYABLE | Notes payable consisted of: September 30, 2020 December 31, 2019 Small Business Administration Payroll Protection Program forgivable loan payable $ 28,458 $ - Amount due to a former Bellissima consultant pursuant to a Settlement and Release Agreement dated February 7, 2019, due December 31, 2019 - 40,000 Total $ 28,458 $ 40,000 |
DERIVATIVE LIABILITY ON WARRANT
DERIVATIVE LIABILITY ON WARRANTS | 9 Months Ended |
Sep. 30, 2020 | |
DERIVATIVE LIABILITY ON WARRANTS | |
10. DERIVATIVE LIABILITY ON WARRANTS | From September 2017 to November 2017, in connection with the sale of a total of 480,000 shares of common stock, the Company issued a total of 480,000 Common Stock Purchase Warrants to the respective investors. The warrants were exercisable to purchase common stock at a price of $2.50 per share, expire five years from date of issuance and contained “down round” price protection. Effective May 21, 2018, in connection with the sale of a total of 120,000 shares of Series E Preferred stock, the Company issued a total of 480,000 warrants to four investors. These warrants were exercisable to purchase common stock at a price of $2.50 per share, expire five years from date of issuance and contained “down round” price protection. The down round provision of the above warrants required a reduction in the exercise price if there were future issuances of common stock equivalents at a lower price than the $2.50 exercise price of the warrants. Accordingly, the Company recorded the $2,261,039 fair value of the warrants as of December 31, 2018, as a derivative liability. Effective January 1, 2019 (see Note 2), the Company adopted ASU 2017-11 and reduced the $2,261,039 derivative liability on warrants as of December 31, 2018 to $0 and recognized a $2,261,039 cumulative effect adjustment reduction of accumulated deficit. |
CAPITAL STOCK
CAPITAL STOCK | 9 Months Ended |
Sep. 30, 2020 | |
CAPITAL STOCK | |
11. CAPITAL STOCK | Preferred stock The one share of Series A preferred stock, which was issued to Richard DeCicco on September 10, 2009, entitles the holder to two votes for every share of common stock of the Company 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 4) for the Company’s 51% investment in BiVi, entitled the holder in the event of a sale to receive out of the proceeds of such sale (in whatever form, be it cash, securities, or other assets), a distribution from the Company equal to 76.93% of all such proceeds received by the Company prior to any distribution of such proceeds to all other classes of equity securities, including any series of preferred stock designated subsequent to this Series C preferred stock. Effective March 27, 2019, pursuant to a preferred stock exchange agreement, Mr. DeCicco exchanged the 1,000 shares of Series C preferred stock for 1,000,000 shares of Company common stock. The 10 shares of Series D convertible 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 5) for the Company’s 51% investment in Bellissima, entitled the holders to convert each share of Series D Preferred stock to the equivalent of 5.1% of the Company 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 an exchange 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 convertible preferred stock is convertible into 0.4 shares of common stock, is entitled to (1) 0.4 votes on all matters to come before the common stockholders or shareholders generally, (2) dividends on an as-converted-to-common stock basis and (3) 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 to the applicable 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 the Company’s Series E convertible preferred stock and warrants to acquire 1,860,000 shares of the Company’s 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 Series E preferred stock and warrants to acquire 620,000 shares of common stock for gross proceeds of $387,500. As a condition to the closing of 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 the Company’s Series E Preferred stock plus warrants to acquire 831,198 shares of the Company’s common stock. Also, holders of convertible notes totaling $76,569 exchanged their notes for an aggregate of 122,510 shares of 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 on 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 the Company’s common stock. On February 12, 2019 and March 18, 2019, the Company received two payments of $71,880 and $25,000 respectively (totaling $96,880) in exchange for 287,520 and 100,000 shares of Series E Preferred stock (totaling 387,520 shares) respectively at $0.25 per share. These payments represent advance payments in connection with the third tranche of the Securities Purchase Agreement dated September 27, 2018. Closing of the third tranche of $387,500 has not occurred. On April 25, 2019 and September 4, 2019, the Company received payments of $71,875 and $96,875 respectively (totaling $168,750) in exchange for 287,500 and 387,500 shares of Series E Preferred stock (totaling 675,000 shares) respectively at $0.25 per share. These payments represent advance payments in connection with the third tranche of the Securities Purchase Agreement dated September 27, 2018. Closing of the third tranche of $387,500 has not occurred. On April 23, 2019, a holder converted 673,398 shares of Series E Preferred stock into 269,359 shares of the Company’s common stock. On May 17, 2019, a holder converted 800,000 shares of Series E Preferred stock into 320,000 shares of the Company’s common stock. On July 18, 2019, the Company entered into Securities Purchase Agreements with certain accredited investors for the sale of an aggregate of 3,125 shares of newly-designated Series F Convertible Preferred stock plus 5,000,000 warrants at a price of $1,000 per share of Series F Convertible Preferred stock or for a total of $3,125,000 (which was collected in full from July 18, 2019 to August 2, 2019). On August 2, 2019, the Company paid $322,500 in commissions and expenses to the placement agent of this offering. Each share of Series F Convertible Preferred stock has a stated value of $1,000, is convertible into 1,600 shares of common stock (subject to adjustment under certain circumstances), has no voting rights, is entitled to dividends on an as-converted-to common stock basis, is entitled to a distribution preference of $1,000 upon liquidation, and is not redeemable. Each warrant is exercisable into one share of common stock at an exercise price of $0.625 per share (subject to adjustment under certain circumstances) for a period of five years from the date of issuance. The Company also entered into separate Registration Rights Agreements with the purchasers of the Series F Preferred stock, pursuant to which the Company agreed to file a registration statement to register the resale of the shares of common stock underlying the Series F Convertible Preferred stock and warrants within thirty (30) days following the closing date (the “Filing Date”), to cause such registration statement to be declared effective within 60 days following the earlier of (i) the date that the registration statement is filed with the Securities and Exchange Commission (the “SEC”) and (ii) the Filing Date, and to maintain the effectiveness of the registration statement until all of such shares of common stock have been sold or are otherwise able to be sold pursuant to Rule 144 under the Securities Act, without any restrictions. The Company filed the Form S-1 registration statement on September 9, 2019 which was declared effective by the SEC on September 18, 2019. If the Company fails to maintain the effectiveness of the registration statement for the required time period, the Company is obligated to pay liquidated damages in the amount of 1% of their subscription amount, per month, until such event is satisfied. Concurrently with the closing of the financing transaction described above, the Company entered into Securities Exchange Agreements with certain holders of the Company’s Series E Convertible Preferred stock and exchanged their 2,725,000 shares of Series E Convertible Preferred stock for an aggregate of 681.25 shares of the Company’s Series F Convertible Preferred stock. From July 26, 2019 to August 28, 2019, three holders converted a total of 1,000,000 shares of Series E Preferred stock into a total of 400,000 shares of the Company’s common stock. From September 19, 2019 to September 27, 2019, three holders converted a total of 14.20 shares of Series E Preferred stock into a total of 227,200 shares of common stock. On October 25, 2019 and December 28, 2019, two holders converted a total of 651,892 shares of Series E Preferred stock into a total of 260,757 shares of common stock. From October 2, 2019 to December 31, 2019, six holders converted a total of 508.50 shares of Series F Preferred stock into a total of 813,600 shares of common stock. On January 12, 2020, the Company entered into securities purchase agreements with certain accredited investors for the sale of a total of 1,500 shares of Series G Convertible Preferred stock and warrants to purchase 1,200,000 shares of common stock for gross proceeds of $1,500,000 (of which $1,475,000 was collected on January 13, 2020 and January 14, 2020). Each share of Series G Convertible Preferred stock (designated on January 13, 2020) has a stated value of $1,000, is convertible into shares of common stock at a price of $1.25 per share (subject to adjustment under certain circumstances), has no voting rights, is entitled to dividends on an as-converted-to common stock basis, is entitled to a distribution preference of $1,000 upon liquidation, and is not redeemable. Each warrant is exercisable into one share of common stock at an exercise price of $1.25 per share (subject to adjustment under certain circumstances) for a period of five years from the date of issuance. On February 12, 2020, February 13, 2020, and February 14, 2020, three holders converted a total of 675,000 shares of Series E Preferred stock into a total of 270,000 shares of common stock. From January 16, 2020 to February 24, 2020, two holders converted a total of 190 shares of Series F Preferred stock into a total of 304,000 shares of common stock. On May 29, 2020 and June 5, 2020, four holders converted a total of 552 shares of Series F Preferred stock into a total of 883,200 shares of common stock. Common Stock On March 28, 2017, the Company executed a Settlement Agreement and Release (the “Settlement Agreement”) with four 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 Trillium Partners LP (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 five holders of convertible notes payable (the four 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, which were exercised on May 8, 2019, were exercisable to purchase the Company’s common stock at a price of $2.50 per share, were to expire five years from date of issuance, and contained “down round” price protection (see Note 10). On January 2, 2018, the Company issued 103,447 shares of its common stock to the Escrow Agent pursuant to the Amended Settlement Agreement. On January 19, 2018, the Company issued 216,127 shares of its common stock to the Escrow Agent pursuant to the Amended Settlement Agreement. On March 14, 2018, the Company issued 126,667 shares of its common stock to the Escrow Agent pursuant to the Amended Settlement Agreement. On April 5, 2018, the Company issued 172,000 shares of its common stock to the Escrow Agent pursuant to the Amended Settlement Agreement. On April 9, 2018, the Company issued 280,296 shares of its common stock to the Escrow Agent pursuant to the Amended Settlement Agreement. On April 12, 2018, the Company issued 481,151 shares of its common stock to the Escrow Agent pursuant to the Amended Settlement Agreement. On August 14, 2018, the Company issued 51,938 shares of its common stock in settlement of convertible notes payable and accrued interest payable totaling $32,461. On September 7, 2018, the Company issued 70,572 shares of its common stock in settlement of convertible notes payable and accrued interest payable totaling $44,108. 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 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 five shares each of Series D Preferred stock owned by Mr. DeCicco and Ms. Faltings. Effective April 15, 2019 the Company issued 50,000 shares of its common stock to a consulting firm entity pursuant to a Consulting Agreement. The $95,000 fair value of the 50,000 shares of common stock was expensed as consulting fees in the three months ended June 30, 2019. On April 23, 2019, a stockholder converted 673,398 shares of Series E Preferred stock into 269,359 shares of common stock. On May 8, 2019, the Company executed Warrant Exercise Agreements with four holders of Company warrants. The holders exercised a total of 960,000 warrants at an agreed price of $0.32 per share and paid the Company a total of $307,200. Pursuant to the Warrant Exercise Agreements, the holders were issued a total of 1,920,000 new warrants that are exercisable into Company common stock at a price of $2.25 per share for a period of five years. On May 9, 2019, the Company closed on a Share Exchange Agreement with Green Grow and NY Farms Group Inc. pursuant to which the Company acquired a 51% equity interest in Green Grow in exchange for (i) a note payable of $200,000 and (ii) 2,000,000 shares of Company common stock. Effective December 31, 2019, Iconic sold its 51% equity interest in Green Grow (see Note 3). On May 17, 2019, a stockholder converted 800,000 shares of Series E Preferred stock into 320,000 shares of common stock. Effective May 23, 2019, the Company issued 250,000 shares of its common stock to a consulting firm pursuant to a Consulting Agreement. The $390,000 fair value of the 250,000 shares of common stock was expensed as consulting fees in the three months ended June 30, 2019. From July 26, 2019 to August 28, 2019, three holders converted a total of 1,000,000 shares of Series E Preferred stock into a total of 400,000 shares of common stock. On September 3, 2019, the Company issued a total of 781,250 shares of common stock to the placement agent and five associated individuals for services relating to the offering of 3,125 shares of Series F Preferred stock that concluded on August 2, 2019 (see Preferred stock above). From September 19, 2019 to September 27, 2019, three holders converted a total of 14.2 shares of Series F Preferred stock into a total of 227,200 shares of common stock. On October 25, 2019 and December 26, 2019, two holders converted a total of 651,892 shares of Series E Preferred stock into a total of 260,757 shares of common stock. From October 2, 2019 to December 31, 2019, six holders converted a total of 508.50 shares of Series F Preferred stock into a total of 813,600 shares of common stock. On January 22, 2020, the Company issued a total of 375,000 shares of its common stock to the placement agent and four associated individuals for services relating to the offering of 1,500 shares of Series G Preferred stock that concluded on January 14, 2020 (see Preferred stock above). On January 22, 2020 and February 27, 2020, the Company issued a total of 160,000 shares of its common stock to an investor relations firm for services rendered to the Company. The $101,018 total fair value of the 160,000 shares of common stock on the respective dates of issuance was expensed as investor relations in the three months ended March 31, 2020. On January 26, 2020, the Company issued 150,000 shares of its common stock to a consulting firm for services rendered to the Company. The $100,500 fair value of the 150,000 shares of common stock was expensed as consulting fees in the three months ended March 31, 2020. On February 24, 2020, the Company issued 50,000 shares of its common stock to a consulting firm for services rendered to the Company. The $33,750 fair value of the 50,000 shares of common stock was expensed as consulting fees in the three months ended March 31, 2020. On February 12, 2020, February 13, 2020, and February 14, 2020, three holders converted a total of 675,000 shares of Series E Preferred stock into a total of 270,000 shares of common stock. From January 16, 2020 to February 24, 2020, two holders converted a total of 190 shares of Series F Preferred stock into a total of 304,000 shares of common stock. On May 1, 2020, the Company issued 275,000 shares of its common stock to an investor relations firm for services rendered to the Company. The $167,750 fair value of the 275,000 shares of common stock was expensed as investor relations in the three months ended June 30, 2020. On June 1, 2020, the Company issued 75,000 shares of its common stock to a consultant for services rendered to the Company. The $51,750 fair value of the 75,000 shares of common stock was expensed as consulting fees in the three months ended June 30, 2020. On June 2, 2020, the Company issued 50,000 shares of its common stock to a consulting firm entity for services rendered to the Company. The $35,500 fair value of the 50,000 shares of common stock was expensed as consulting fees in the three months ended June 30, 2020. On May 29, 2020 and June 5, 2020, four holders converted a total of 552 shares of Series F Preferred stock into a total of 883,200 shares of common stock. Warrants A summary of warrants activity for the period January 1, 2018 to September 30, 2020 follows: Common shares Equivalent Balance, January 1, 2018 534,000 Issued in the year ended December 31, 2018 2,361,198 Balance, December 31, 2018 2,895,198 Issued in the three months ended March 31, 2019 620,000 Balance, March 31, 2019 3,515,198 Exercise of warrants in connection with Warrant Exercise Agreements dated May 8, 2019 (960,000 ) Issuance of new warrants in connection with Warrant Exercise Agreements dated May 8, 2019 1,920,000 Balance, June 30, 2019 4,475,198 Issued in the three months ended September 30, 2019 5,000,000 Balance, September 30, 2019 and December 31, 2019 9,475,198 Issued in the three months ended March 31, 2020 1,180,000 Balance, March 31, 2020, June 30, 2020 and September 30, 2020 10,655,198 Issued and outstanding warrants at September 30, 2020 consisted of: Year Granted Number Common Shares Equivalent Exercise Price Per Share Expiration Date 2017 54,000 $ 2.50 June 22, 2022 to June 30, 2022 2018 400,000 $ 0.625 March 28, 2021 2018 30,000 $ 2.50 May 21, 2023 2018 831,198 $ 1.25 September 20, 2023 2018 620,000 $ 1.25 * September 20, 2023 2019 620,000 $ 1.25 * February 7, 2024 2019 1,920,000 $ 2.25 * May 8, 2024 2019 5,000,000 $ 0.625 August 2, 2024 2020 1,180,000 $ 1.25 January 12, 2025 Total 10,655,198 * These warrants contain a “down round” provision and thus the exercise price and reduced to $0.625 per share as a result of the Series F Preferred stock financing that closed on August 2, 2019. Effective October 4, 2018, the Company closed on the first tranche of the Securities Purchase Agreement dated September 27, 2018 with nine accredited investors for the sale of an aggregate of 4,650,000 shares of its Series E convertible preferred stock and warrants to acquire 1,860,000 shares of its 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 Series E convertible preferred stock and warrants to acquire 620,000 shares of 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 Series E convertible preferred stock and warrants to acquire 620,000 shares of common stock. On May 8, 2019, the Company executed Warrant Exercise Agreements with four holders of Company warrants. The holders exercised a total of 960,000 warrants (which were acquired from September 2017 to November 2017 and on May 21, 2018) at an agreed price of $0.32 per share and paid the Company a total of $307,200. Pursuant to the Warrant Exercise Agreements, the holders were issued a total of 1,920,000 new warrants that are exercisable into Company common stock at a price of $2.25 per share for a period of five years and contain “down round” price protection. As discussed in Preferred stock above, the Company issued a total of 5,000,000 warrants to investors as part of the offering of 3,125 shares of Series F Preferred stock that concluded on August 2, 2019. Each warrant is exercisable into one share of common stock at an exercise price of $0.625 per share for a period of five years from the date of issuance and contains “down round” price protection. As also discussed in Preferred stock above, the Company issued a total of 1,180,000 warrants to investors as part of the offering of 1,500 shares of Series G Preferred stock that concluded on January 14, 2020. Each warrant is exercisable into one share of common stock at an exercise price of $1.25 per share for a period of five years from the date of issuance and contains “down round” price protection. |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Sep. 30, 2020 | |
INCOME TAXES | |
12. INCOME TAXES | No in come ta x es w e re recorded in t h e periods presented sin c e the Compa n y had taxable los s es 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: Nine months ended September 30, 2020 2019 Expected tax at 21% $ (539,996 ) $ (580,868 ) Nontaxable loss on investment in and receivable from CAN B Corp. 101,529 - Nondeductible stock-based compensation 112,938 162,897 Increase (decrease) in valuation allowance 325,529 417,971 Income tax provision $ - $ - Significant components of the Company's deferred income tax assets were as follows: September 30, 2020 December 31, 2020 Net operating loss carryforward $ 4,620,612 $ 4,295,083 Less valuation allowance (4,620,612 ) (4,295,083 ) Deferred income tax assets - net $ - $ - Bas ed on man a gement’s present assessment, the Compa n y has not yet determined that a deferred tax asset attributable to the future utilization of the net operating loss carryforward as of September 30, 2020 and December 31, 2019 will be realized. Accordingly, the Company has maintained a 100% valuation allowance against the deferred tax asset in the financial statements at September 30, 2020 and December 31, 2019. The Company will continue to review this valuation allowance and make adjustments as appropriate. Cu rr e nt United S tates inc o me tax laws l i m i t the amount of loss avai l able to be offset a gainst future ta x able income when a subs t ant i al cha n g e in ownership occurs. Th e r e fo r e, the amount avai l able to off s et future ta x able income m a y b e l i m i ted. All tax years remain subject to examination by major taxing jurisdictions. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2020 | |
COMMITMENTS AND CONTINGENCIES | |
13. COMMITMENTS AND CONTINGENCIES | a. Iconic Guarantees On May 26, 2015, BiVi LLC (“BiVi”) entered into a License Agreement with Neighborhood Licensing, LLC (the “BiVi Licensor”), an entity owned by Chazz Palminteri (“Palminteri”), to use Palminteri’s endorsement, signature and other intellectual property owned by the BiVi Licensor. The Company has agreed to guarantee and act as surety for BiVi’s obligations under certain sections of the License Agreement and to indemnify the BiVi Licensor and Palminteri against third party claims. On November 12, 2015, Bellissima Spirits 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. The Company has agreed to guarantee and act as surety for Bellissima’s obligations under certain sections of the License Agreement and to indemnify the Bellissima Licensor and Brinkley against third party claims. b. Royalty Obligations of BiVi and Bellissima Pursuant to the License Agreement with the Bivi Licensor (see Note 13a. above), BiVi is obligated to pay the BiVi Licensor a Royalty Fee equal to 5% of monthly gross sales of BiVi Brand products payable monthly subject to an annual Minimum Royalty Fee of $100,000 in year 1, $150,000 in year 2, $165,000 in year 3, $181,500 in year 4, $199,650 in year 5, and $219,615 in year 6 and each subsequent year. The Minimum Royalty Fee has been waived until such time as the parties agree to reinstate the Minimum Royalty Fee. Pursuant to the License Agreement and Amendment No. 1 to the License Agreement effective September 30, 2017 with the Bellissima Licensor (see Note 13a. above), Bellissima is obligated to pay the Bellissima Licensor a Royalty Fee equal to 10% of monthly gross sales (12.5% for sales in excess of defined Case Break Points) of Bellissima Brand products payable monthly. The Bellissima Licensor has the right to terminate the endorsement if Bellissima fails to sell 10,000 cases of Bellissima Brand products in year 1, 15,000 cases in year 2, or 20,000 cases in year 3 and each subsequent year. c. Brand Licensing Agreement relating to Hooters Marks On July 23, 2018, United executed a Brand Licensing Agreement (the “Hooters Agreement”) with HI Limited Partnership (“the Licensor”). The Hooters Agreement provides United a license to use certain “Hooters” trademarks to manufacture, market, distribute, and sell alcoholic products. The initial term of the Hooters Agreement is from July 23, 2018 through December 31, 2020. Provided that United is not in breach of any terms of the Hooters Agreement, United may extend the term for an additional three years through December 31, 2023. The Hooters 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 year one (ending December 31, 2018), $255,000 for year two, $315,000 for year three and four, $360,000 for year five, and $420,000 for year six. The Hooters 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 Hooters 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 nine months ended September 30, 2020 and 2019, royalties expense under the Hooters Agreement was $117,733 and $129,777, respectively. d. Marketing and Order Processing Services Agreement During October 2019, United executed a Marketing and Order Processing Services Agreement (the “QVC Agreement”) with QVC, Inc. (“QVC”). Among other things, the Agreement provides for United’s grant to QVC of an exclusive worldwide right to promote the Bellissima products through direct response television programs. The initial license period commenced October 2019 and expires in December 2021 (i.e., two years after first airing of a Bellissima product). Unless either party notifies the other party in writing at least 30 days prior to the end of the initial license period or any renewal license period of its intent to terminate the QVC Agreement, the License continually renews for additional two-year periods. The QVC Agreement provides for United’s payment of “Marketing Fees” (payable no less than monthly) to QVC in amounts agreed to between United and QVC from time to time. For the nine months ended September 30, 2020, the marketing fees expense (payable to QVC) was $373,960 and the direct response sales generated from QVC programs was $1,313,839. e. Distribution Agreement On May 1, 2015, BiVi entered into a Distribution Agreement with 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. 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. Effective April 1, 2019, the Company and United agreed to have United distribute and wholesale Hooters brand products under the same terms contained in the Distribution Agreement with BiVi described in the second preceding paragraph. f. 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 had a term of 24 months (to June 30, 2020). The DeCicco employment agreement provides for a base salary at the rate of $265,000 per annum and a compensation stock award of 300,000 shares of 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 common stock issuable upon the effective date of the planned reverse stock split. For the year ended December 31, 2018, the Company 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 year ended December 31, 2019, the Company accrued a total of $415,000 officers compensation pursuant to these two employment agreements which was allocated 50% to Iconic ($207,500), 40% to Bellissima ($166,000), and 10% to BiVi ($41,500). For the nine months ended September 30, 2020, the Company accrued a total of $311,250 officers compensation pursuant to these two employment agreements which was allocated 50% to Iconic ($155,625) and 50% to Bellissima ($155,625). As of September 30, 2020 and December 31, 2019, accrued officers compensation was $851,300 and $813,050, respectively. g. Lease Agreements On March 27, 2018, United executed a lease extension for the Company’s office and warehouse space in North Amityville New York. The extension has a term of three years from February 1, 2018 to January 31, 2021 and provides for monthly rent of $4,478. On January 1, 2019, United executed a lease agreement with DeCicco and Faltings, the Company’s sole officers and directors, to use part of their residence in Copiague, New York for Company office space. The agreement has a term of three years from January 1, 2019 to December 31, 2021 and provides for monthly rent of $3,930. At September 30, 2020, the future minimum lease payments under these two non-cancellable operating leases were: Year ended December 31, 2020 $ 25,224 Year ended December 31, 2021 51,638 Total $ 76,862 The operating lease liabilities totaling $72,749 at September 30, 2020 as presented in the Consolidated Balance Sheets represents the discounted (at a 10% estimated incremental borrowing rate) value of the future lease payments of $76,862 at September 30, 2020. h. Endorsement Agreement In February 2020, Iconic executed an Endorsement Agreement with an entity (“CEE”) controlled by Chase Elliott (“Elliott”), driver of the Hendrick Motorsports Number 9 NAPA/Hooter’s Chevrolet in races of the NASCAR Cup Series. The agreement, which has a term ending on December 31, 2021, provides Iconic the right to utilize Elliott’s name in connection with the promotion and distribution of Hooters brand products and requires CEE and Elliott to perform certain specified services for Iconic including certain promotional appearances. The agreement provides for compensation payable to CEE of (1) Initial Share Award of 100,000 shares of Iconic common stock (which was issued on February 24, 2020); (2) $75,000 year 2020 cash compensation (which was paid March 6, 2020); (3) $75,000 year 2021 cash compensation payable on or before February 15, 2021; and (4) Year 2021 Second Share Award of that number of shares of Iconic common stock equal to $75,000 based upon the average closing price of the common stock for the five trading days immediately preceding February 15, 2021. For the nine months ended September 30, 2020, the Company expensed $100,345 in license fees relating to this endorsement agreement. As of September 30, 2020, prepaid license fees relating to this endorsement agreement was $42,155. i. Concentration of sales For the nine months ended September 30, 2020 and 2019, sales consisted of: 2020 2019 Bellissima product line: QVC direct response sales $ 1,313,839 $ - Other 728,663 531,126 Total Bellissima 2,042,502 531,126 BiVi product line - 3,700 Hooters product line 131,182 - Total $ 2,173,684 $ 534,826 Accounts receivable due from QVC direct response sales was $207,433 as of September 30, 2020. j. Related Party Transaction During the nine months ended September 30, 2020 the Company paid rent for office space to the Chairman and Chief Executive officer of $36,195. k. Coronavirus In December 2019, a novel strain of coronavirus was reported to have surfaced in China. The spread of this virus began to cause some business disruption in the Company’s operations commencing in March 2020. While the disruption is currently expected to be temporary, there is considerable uncertainty around the duration. Therefore, the Company expects this matter to negatively impact its operating results. However, the related financial impact and duration cannot be reasonably estimated at this time. l. Uncompleted transactions On August 7, 2020, the Company issued an aggregate of $2,100,000 face amount of 5% Original Issue Discount Promissory Notes to accredited investors for an aggregate purchase price of $2,000,000, which was deposited in an attorney escrow account pending satisfaction of certain conditions precedent to closing. On September 23, 2020, the attorney escrow account returned the $2,000,000 cash to the accredited investors in partial satisfaction of the Original Issue Discount Promissory Notes, as the conditions precedent to closing were not satisfied. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2020 | |
SUMMARY OF SIGNIFICANT ACCOUNTING 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. (“United”), a variable interest entity of Iconic (see Note 6) (collectively, the “Company”). All inter-company balances and transactions have been eliminated in consolidation. |
Interim Financial Statements | The interim financial statements as of September 30, 2020 and for the three and nine months ended September 30, 2020 and 2019 are unaudited and have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. These statements reflect all normal and recurring adjustments that, in the opinion of management, are necessary for a fair presentation of the information contained herein. Operating results for the three and nine months ended September 30, 2020 are not necessarily indicative of results that may be expected for the year ending December 31, 2020. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to the Securities and Exchange Commission's rules and regulations. These unaudited financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto for the year ended December 31, 2019, as included in its Annual report on Form 10-K. |
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 as of 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 | G ene r al l y ac c epted a cc o unt i ng princip l es r equire disclos ure of the fa i r v alue, t o the e x tent pract i cab l e, of financial i nstruments that are r e c o g ni z ed or unr e c o g ni z ed in t he bal a nce she e t. T h e fa i r v a lue of the financ i al i nstruments disclosed her e in are not necessari l y re p r e s e ntative of the amounts th a t c ould be real iz ed or set t led, nor do the f a ir value amounts consider the tax conseque n ces o f real iz at i on or settleme n t. In a ssessi n g the fa i r v a l u e of f inan c ial instrum e nts, t he Company uses a v a r iety of m e thods a nd a ssu m pt i ons, which a re b a s e d on e st i mat e s of ma r k e t condit i ons a nd risks exis t ing a t t he t i me. F or c e rt a in i nstruments, in c lud i ng c a sh a n d ca sh e q uival e nts, acc oun t s r ece i v a ble, acc ounts p a y a ble a nd a c c ru e d e xp e nses, loans payable to officers and affiliated entities, and notes payable, it w a s e st i mat e d that the ca r r y i n g a mount a ppro x i m a ted fa ir v a lue b eca use o f t he short maturities of these ins t rum e n t s. |
Cash and Cash Equivalents | The Compa n y c onsid e rs a ll liquid investm e nts p u rc h a s e d with o r i g inal matu r ities of nine t y da y s o r l e ss to be c a sh equival e nts. |
Accounts Receivable, Net of Allowance for Doubtful Accounts | The Compa n y e x tends u nse c u re d c r e dit to c ustome r s in the o r din a r y c o u rse of busin e ss but m i t i g a tes risk b y p e r f o r m i ng c r e dit c h ec ks a nd b y ac t i v e l y pursui n g p a s t due a c c ounts. The a l l ow a n c e f o r doubtful a cc ounts is b a s e d on c usto m e r his t o r ic a l e x p e ri e n c e a nd the a g ing of the re lat e d acc ounts r e c e ivabl e . As of September 30, 2020 and December 31, 2019, the allowance for doubtful accounts was $84,766 and $26,513, respectively. |
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 as of September 30, 2020 and December 31, 2019 consisted of cases of BiVi Vodka and cases of Bellissima sparkling wines purchased from the Company’s Italian suppliers, and cases of alcoholic beverages and packaging materials relating to the Company’s Hooters line of products introduced in August 2019. |
Revenue Recognition | In May 2014, the Federal Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09 “Revenue from Contracts with Customers” (Topic 606) which established revenue recognition standards. ASU 2014-19 was effective for annual reporting periods beginning after December 15, 2017. The Company 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. R evenue from prod u ct s ales i s r ec o g ni z ed w h e n all of the followi n g cr i teria a re met: ( 1 ) persuasive evide n ce of a n arra n gement e x is t s, ( 2) the price is fi x ed or determ i nable, ( 3 ) col l ectabil i t y is r easo n ab l y assu r ed, and (4) de l ive r y h as occu r r e d. P er s uasive evidence of an arra n gement and fi x ed price criteria are sat i sfied throu g h pur c h ase o r ders. Col l ectabil i t y criteria is sat i sfied t hrou g h c r edit appro v als. Del i ve r y criteria is sat i sfied when the products are shipped t o a custo m er and t i t l e a nd risk of loss passes to the custo me r in accor d an c e with the terms of sale. The Company has no obl i g at i on to accept the r e turn o f products sold other th a n for r e place m ent of damaged products. Other t han quant i t y p rice discounts ne g ot i ated with custo m ers prior to b i lling and del i ve r y (which are r e fl e cted as a r e duct i on in sales), the Compa n y does not of f er a n y s ales incent i ves or ot h er r e bate arra n gements to custo me rs. |
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 compen s at i on is accounted for at f a ir value in a c corda n c e with Account i n g S tandards Codificat i on ( “ AS C ”) Topic 718, “Compensat i o n - S tock Co m pensatio n ”. For the three and nine months ended September 30, 2020, stock-based compensation was $19,968 and $537,800, respectively. For the three and nine months ended September 30, 2019, stock-based compensation was $0, and $775,700, respectively. |
Income Taxes | Income taxes are accounted for under the assets and liabilities 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 n e t income (loss) p e r c ommon sha r e is c o mput e d on the b a sis of t he w e i g h t e d a v e ra g e number of c ommon sh a r e s outstanding and to be issued to Escrow Agent (see Note 11) duri n g the p e riods presented. Dilu t e d n e t in c ome (lo s s) p e r c ommon s h a re is c omput e d on the b a sis of t h e w e i g ht e d a v e rage numb e r of c ommon sha re s to be issued to Escrow Agent (see Note 11) a nd dilutive s ec u r ities (su c h a s stock options, w a r ra nt s , a nd c onvertible s ec u rities) outst a ndin g . Dilutive s ec u r ities h a vi n g a n a n t i - dilutive e f f e c t on diluted n e t income (los s ) p e r sha r e a re e x c luded f r om the c a lcul a tion. |
Recently Issued Accounting Pronouncements | Effective January 1, 2019, the Company 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. The Company 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 the Company recorded a total of $223,503 for right-of-use assets related to its two operating leases (see Note 13g) and a total of $223,503 for lease liabilities. On July 13, 2017, the FASB issued 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 reflected a $2,261,039 reduction of the derivative liability on warrants (see Note 10) and a $2,261,039 cumulative effect adjustment reduction of accumulated deficit. C ertain other a c count i ng pron o uncements have b een is s ued b y t h e FA S B and ot h er standard s et t ing organi z at i ons which are not y et e ff e ct i ve and h a v e not y et b een adopted b y the Compa n y . The i m p a ct o n the Compa n y ’s financ i al pos i t i on and r e sul t s of oper a t i ons from adopt i on of these stand ar ds is not e x pected 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 as of September 30, 2020 of $25,534,477 and has experienced periodic cash flow difficulties, all of that raise substantial doubt regarding the Company’s ability to continue as a going concern. Continuation of the Company as a going concern is dependent upon obtaining additional working capital and attaining profitable operations. The management of the Company has developed a strategy that it believes will accomplish these objectives and that 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) | 9 Months Ended |
Sep. 30, 2020 | |
UNITED SPIRITS, INC. (Tables) | |
Schedule of financial information of Iconic | Balance Sheets: September 30, 2020 December 31, 2019 Cash and cash equivalents $ 489,312 $ 130,454 Intercompany receivable from Iconic (A) 1,225,662 56,495 Right-of-use asset 17,545 54,955 Total assets $ 1,732,519 $ 241,904 Accounts payable and accrued expenses $ 207,996 $ 187,658 Loans payable to officer and affiliated entity 67,009 88,077 SBA Payroll Protection Program loan 28,458 - Intercompany payable to Bellissima (A) 1,812,371 317,722 Intercompany payable to BiVi (A) 66,876 66,876 Operating lease liability 17,545 54,955 Total Liabilities 2,200,255 715,288 Noncontrolling interest in VIE (467,736 ) (473,384 ) Total liabilities and stockholders’ deficiency $ 1,732,519 $ 241,904 Nine months ended September 30, Statements of operations: 2020 2019 Intercompany distribution income (A) $ 16,597 $ 8,934 Royalty expense - 127,500 Officers’ compensation - 82,000 Other operating expenses – net 10,950 36,870 Total operating expenses 10,950 246,370 Net income (loss) $ 5,647 $ (237,436 ) (A) Eliminated in consolidation |
INVENTORIES (Tables)
INVENTORIES (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
INVENTORIES (Tables) | |
Schedule of invenotry | September 30, 2020 December 31, 2019 Finished goods: Hooters brands $ 281,950 $ 286,123 Bellissima brands 322,869 199,580 BiVi brands 47,439 48,132 Total finished goods 652,258 533,835 Raw materials: Hooters brands 36,966 39,965 Total raw materials 36,966 39,965 Total $ 689,224 $ 573,800 |
ACCOUNTS PAYABLE AND ACCRUED _2
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Tables) | |
Schedule of Accounts payable and accrued expenses | September 30, 2020 December 31, 2019 Accounts payable $ 929,111 $ 737,850 Accrued officers compensation 851,300 813,050 Accrued royalties 466,296 295,042 Other 11,233 6,621 Total $ 2,257,940 $ 1,852,563 |
NOTE PAYABLE (Tables)
NOTE PAYABLE (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
NOTE PAYABLE | |
Schedule of Debt Notes Payable | September 30, 2020 December 31, 2019 Small Business Administration Payroll Protection Program forgivable loan payable $ 28,458 $ - Amount due to a former Bellissima consultant pursuant to a Settlement and Release Agreement dated February 7, 2019, due December 31, 2019 - 40,000 Total $ 28,458 $ 40,000 |
CAPITAL STOCK (Tables)
CAPITAL STOCK (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
CAPITAL STOCK | |
Summary of warrants activity | Common shares Equivalent Balance, January 1, 2018 534,000 Issued in the year ended December 31, 2018 2,361,198 Balance, December 31, 2018 2,895,198 Issued in the three months ended March 31, 2019 620,000 Balance, March 31, 2019 3,515,198 Exercise of warrants in connection with Warrant Exercise Agreements dated May 8, 2019 (960,000 ) Issuance of new warrants in connection with Warrant Exercise Agreements dated May 8, 2019 1,920,000 Balance, June 30, 2019 4,475,198 Issued in the three months ended September 30, 2019 5,000,000 Balance, September 30, 2019 and December 31, 2019 9,475,198 Issued in the three months ended March 31, 2020 1,180,000 Balance, March 31, 2020, June 30, 2020 and September 30, 2020 10,655,198 |
Summary of Issued and outstanding warrants | Year Granted Number Common Shares Equivalent Exercise Price Per Share Expiration Date 2017 54,000 $ 2.50 June 22, 2022 to June 30, 2022 2018 400,000 $ 0.625 March 28, 2021 2018 30,000 $ 2.50 May 21, 2023 2018 831,198 $ 1.25 September 20, 2023 2018 620,000 $ 1.25 * September 20, 2023 2019 620,000 $ 1.25 * February 7, 2024 2019 1,920,000 $ 2.25 * May 8, 2024 2019 5,000,000 $ 0.625 August 2, 2024 2020 1,180,000 $ 1.25 January 12, 2025 Total 10,655,198 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
INCOME TAXES | |
Schedule of Income tax provision | Nine months ended September 30, 2020 2019 Expected tax at 21% $ (539,996 ) $ (580,868 ) Nontaxable loss on investment in and receivable from CAN B Corp. 101,529 - Nondeductible stock-based compensation 112,938 162,897 Increase (decrease) in valuation allowance 325,529 417,971 Income tax provision $ - $ - |
Schedule of deferred income tax assets | September 30, 2020 December 31, 2020 Net operating loss carryforward $ 4,620,612 $ 4,295,083 Less valuation allowance (4,620,612 ) (4,295,083 ) Deferred income tax assets - net $ - $ - |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
COMMITMENTS AND CONTINGENCIES | |
Schedule of future minimum lease payments under this non-cancellable operating lease | Year ended December 31, 2020 $ 25,224 Year ended December 31, 2021 51,638 Total $ 76,862 |
Schedule of Concentration of sales | 2020 2019 Bellissima product line: QVC direct response sales $ 1,313,839 $ - Other 728,663 531,126 Total Bellissima 2,042,502 531,126 BiVi product line - 3,700 Hooters product line 131,182 - Total $ 2,173,684 $ 534,826 |
ORGANIZATION AND NATURE OF BU_2
ORGANIZATION AND NATURE OF BUSINESS (Details Narrative) - shares | 9 Months Ended | ||||||||||
Sep. 30, 2020 | Feb. 26, 2020 | Feb. 24, 2020 | Feb. 22, 2020 | Feb. 07, 2020 | Dec. 31, 2019 | Jun. 30, 2019 | May 09, 2019 | Dec. 31, 2018 | Dec. 13, 2016 | May 15, 2015 | |
Common stock, shares issued | 17,268,881 | 150,000 | 100,000 | 375,000 | 120,000 | 14,576,681 | 50,000 | 1,359,941,153 | |||
Share Exchange Agreement [Member] | Green Grow Farms, Inc. [Member] | |||||||||||
Ownership percentage | 51.00% | 51.00% | 51.00% | ||||||||
BiVi [Member] | |||||||||||
Ownership percentage | 51.00% | 51.00% | |||||||||
BiVi [Member] | Securities Exchange Agreement [Member] | |||||||||||
Ownership percentage | 51.00% | ||||||||||
Bellissima Spirits LLC [Member] | |||||||||||
Ownership percentage | 51.00% | 51.00% | |||||||||
Bellissima Spirits LLC [Member] | Securities Exchange Agreement [Member] | |||||||||||
Ownership percentage | 51.00% | ||||||||||
Effective January 18, 2019 [Member] | |||||||||||
Reverse stock split description | 1 share for 250 shares | ||||||||||
Common stock, shares issued | 5,439,765 | 1,359,941,153 | |||||||||
Common stock, shares outstanding | 5,439,765 | 1,359,941,153 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2020 | Sep. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Allowance for doubtful accounts | $ 84,766 | $ 84,766 | $ 26,513 | |||
Accumulated deficit | (25,534,477) | (25,534,477) | $ (22,925,748) | |||
Stock-based compensation | 19,968 | $ 0 | 537,800 | $ 775,700 | ||
Lease liabilities | 223,503 | 223,503 | ||||
Operating lease, right-of-use asset | $ 223,503 | $ 223,503 | ||||
Cumulative effect adjustment relating to reduction of derivative liability on warrants, pursuant to ASU 2017-11 | $ 2,261,039 | |||||
BiVi and Bellissima [Member] | ||||||
Ownership percentage | 51.00% | 51.00% | ||||
United Spirits, Inc. [Member] | ||||||
Ownership percentage | 51.00% | 51.00% | ||||
Effective January 1, 2019 [Member] | ||||||
Cumulative effect adjustment relating to reduction of derivative liability on warrants, pursuant to ASU 2017-11 | $ 2,261,039 | |||||
Reduction of the derivative liability on warrants | $ 2,261,039 |
DISCONTINUED OPERATIONS AND L_2
DISCONTINUED OPERATIONS AND LOSS ON INVESTMENT IN AND RECEIVABLE FROM CAN B CORP. (Details Narrative) - USD ($) | Jul. 08, 2020 | Mar. 06, 2020 | Jul. 24, 2020 | Dec. 31, 2019 | Mar. 31, 2020 | Sep. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2020 | Dec. 31, 2018 | May 09, 2019 |
Common stock Shares issued to related party | 1,180,000 | 5,000,000 | 620,000 | 2,361,198 | ||||||
Loans payable | $ 45,131 | $ 24,063 | ||||||||
New York Farms Group Inc [Member] | ||||||||||
Common stock exchange | 2,000,000 | |||||||||
Notes payable | $ 200,000 | |||||||||
Common stock exchange value | $ 1,250,000 | |||||||||
CANB [Member] | ||||||||||
Common stock Shares issued to related party | 543,714 | |||||||||
Treasury stock shares | 1,000,000 | |||||||||
Loans payable | 633,835 | |||||||||
Can B Corp [Member] | Exchange Agreement [Member] | ||||||||||
Treasury stock shares | 543,714 | |||||||||
Sold majority share of Green Grow Farm | 51.00% | |||||||||
Reverse stock split | 1 share for 300 shares | |||||||||
Fair value treasury stock shares | $ 1,073,835 | |||||||||
Unrealized gain | $ 73,835 | |||||||||
Description of Reverse stock split | shares reverse stock split resulting in a reduction of the number of our shares of CANB common stock from 37,500,000 shares to 125,000 shares | |||||||||
Consideration received, common stock shares | 37,500,000 | 37,500,000 | ||||||||
Business combination, description | Common stock to the Company on June 30, 2020 in such number so that the aggregate value of the aggregate shares issued to the Company equaled $1,000,000. |
INVESTMENT IN BIVI LLC (Details
INVESTMENT IN BIVI LLC (Details Narrative) - BiVi [Member] - shares | May 15, 2015 | Sep. 30, 2020 |
Ownership percentage | 51.00% | 51.00% |
Securities Exchange Agreement [Member] | ||
Ownership percentage | 51.00% | |
Securities Exchange Agreement [Member] | Series C Convertible Preferred Stock [Member] | ||
Business combination, consideration, shares issued or issuable | 1,000 | |
Securities Exchange Agreement [Member] | Restricted Common Stock [Member] | ||
Business combination, consideration, shares issued or issuable | 4,000 |
INVESTMENT IN BELLISSIMA SPIR_2
INVESTMENT IN BELLISSIMA SPIRITS LLC (Details Narrative) - shares | Dec. 13, 2016 | Sep. 30, 2020 |
Bellissima Spirits LLC [Member] | ||
Ownership percentage | 51.00% | 51.00% |
Securities Exchange Agreement [Member] | Bellissima Spirits LLC [Member] | ||
Ownership percentage | 51.00% | |
Bellissima [Member] | Securities Exchange Agreement [Member] | ||
Ownership percentage | 51.00% | |
Bellissima [Member] | Securities Exchange Agreement [Member] | Newly designated Iconic Series D Convertible Preferred Stock [Member] | ||
Conversion description | Each share of Iconic Series D Convertible Preferred Stock was convertible into the equivalent of 5.1% of Iconic common stock issued and outstanding at the time of conversion. | |
Business combination, consideration, shares issued or issuable | 10 |
UNITED SPIRITS INC (Details)
UNITED SPIRITS INC (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||||||
Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Balance Sheets | ||||||||||
Cash and cash equivalents | $ 499,100 | $ 1,370,302 | $ 499,100 | $ 1,370,302 | $ 263,638 | $ 191,463 | ||||
Right-of-use asset | 68,720 | 68,720 | 136,836 | |||||||
Total assets | 1,665,243 | 1,665,243 | 2,568,021 | |||||||
Accounts payable and accrued expenses | 2,257,940 | 2,257,940 | 1,852,563 | |||||||
Loans payable to officer and affiliated entity | 24,063 | 24,063 | 45,131 | |||||||
Operating lease liability | 72,749 | 72,749 | ||||||||
Total liabilities | 2,383,210 | 2,383,210 | 2,077,823 | |||||||
Noncontrolling interest in VIE | (1,005,527) | (1,005,527) | (1,039,851) | |||||||
Total liabilities and stockholders' deficiency | 1,665,243 | 1,665,243 | 2,568,021 | |||||||
Statements Of operations: | ||||||||||
Royalty expense | 133,706 | 25,243 | 171,254 | 178,710 | ||||||
Officers' compensation | 103,750 | 103,750 | 311,250 | 393,250 | ||||||
Total operating expenses | 1,080,336 | 1,150,998 | 3,411,371 | 3,029,831 | ||||||
Net income (loss) | (1,195,208) | $ (464,102) | $ (912,098) | $ (1,004,169) | $ (779,503) | $ (982,364) | (2,571,408) | (2,766,036) | ||
United Spirits Inc [Member] | ||||||||||
Balance Sheets | ||||||||||
Cash and cash equivalents | 489,312 | 489,312 | 130,454 | |||||||
Intercompany receivable from Iconic (A) | 1,225,662 | 1,225,662 | 56,495 | |||||||
Right-of-use asset | 17,545 | 17,545 | 54,955 | |||||||
Total assets | 1,732,519 | 1,732,519 | 241,904 | |||||||
Accounts payable and accrued expenses | 207,996 | 207,996 | 187,658 | |||||||
Loans payable to officer and affiliated entity | 67,009 | 67,009 | 88,077 | |||||||
SBA Payroll Protection Program loan | 28,458 | 28,458 | 0 | |||||||
Intercompany payable to Bellissima (A) | 1,812,371 | 1,812,371 | 317,722 | |||||||
Intercompany payable to BiVi (A) | 66,876 | 66,876 | 66,876 | |||||||
Operating lease liability | 17,545 | 17,545 | 54,955 | |||||||
Total liabilities | 2,200,255 | 2,200,255 | 715,288 | |||||||
Noncontrolling interest in VIE | (467,736) | (467,736) | (473,384) | |||||||
Total liabilities and stockholders' deficiency | $ 1,732,519 | 1,732,519 | $ 241,904 | |||||||
Statements Of operations: | ||||||||||
Intercompany distribution income (A) | 16,597 | 8,934 | ||||||||
Royalty expense | 0 | 127,500 | ||||||||
Officers' compensation | 0 | 82,000 | ||||||||
Other operating expenses - net | 10,950 | 36,870 | ||||||||
Total operating expenses | 10,950 | 246,370 | ||||||||
Net income (loss) | $ 5,647 | $ (237,436) |
INVENTORIES (Details)
INVENTORIES (Details) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Inventory | $ 689,224 | $ 573,800 |
Raw Materials [Member] | ||
Hooters brands | 36,966 | 39,965 |
Total raw materials | 36,966 | 39,965 |
Finished Goods [Member] | ||
Hooters brands | 281,950 | 286,123 |
Bellissima brands | 322,869 | 199,580 |
BiVi brands | 47,439 | 48,132 |
Total finished goods | $ 652,258 | $ 533,835 |
ACCOUNTS PAYABLE AND ACCRUED _3
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Tables) | ||
Accounts payable | $ 929,111 | $ 737,850 |
Accrued officers compensation | 851,300 | 813,050 |
Accrued royalties | 466,296 | 295,042 |
Other | 11,233 | 6,621 |
Total | $ 2,257,940 | $ 1,852,563 |
NOTES PAYABLE (Details)
NOTES PAYABLE (Details) - USD ($) | Sep. 30, 2020 | Feb. 07, 2020 | Dec. 31, 2019 |
Note payable, total | $ 28,458 | $ 50,000 | $ 40,000 |
Small Business Administration [Member] | |||
Note payable, total | 28,458 | 0 | |
Former Bellissima Consultant [Member] | |||
Note payable, total | $ 0 | $ 40,000 |
DERIVATIVE LIABILITY ON WARRA_2
DERIVATIVE LIABILITY ON WARRANTS (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | |
May 21, 2018 | Nov. 30, 2017 | Dec. 31, 2018 | |
Sale of common stock | 480,000 | ||
Derivative liability | $ 2,261,039 | ||
Exercise price | $ 2.50 | ||
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 | ||
Sale of shares | 120,000 | ||
January 1, 2019 [Member] | |||
Derivative liability | $ (2,261,039) | ||
Reduction in accumulated deficit | $ 2,261,039 |
CAPITAL STOCK (Details)
CAPITAL STOCK (Details) - shares | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2020 | Dec. 31, 2018 | |
CAPITAL STOCK | |||||||||
Common shares equivalents, beginning balance | 10,655,198 | 10,655,198 | 10,655,198 | 9,475,198 | 4,475,198 | 3,515,198 | 2,895,198 | 534,000 | |
Common shares equivalents issued | 1,180,000 | 5,000,000 | 620,000 | 2,361,198 | |||||
Exercise of warrants in connection with Warrant Exercise Agreements dated May 8, 2019 | (960,000) | ||||||||
Issuance of New Warrants in connection with Warrant Exercise Agreements dated May 8, 2019 | 1,920,000 | 1,920,000 | |||||||
Common shares equivalents, Ending balance | 10,655,198 | 10,655,198 | 10,655,198 | 10,655,198 | 9,475,198 | 4,475,198 | 3,515,198 | 2,895,198 |
CAPITAL STOCK (Details 1)
CAPITAL STOCK (Details 1) | 9 Months Ended |
Sep. 30, 2020$ / sharesshares | |
Number Common Shares Equivalent | 10,655,198 |
Exercise Price Per Share Eight [Member] | |
Number Common Shares Equivalent | 1,180,000 |
Exercise Price Per Share | $ / shares | $ 1.25 |
Year Granted | 2020 |
Consist of Expiration Date | January 12, 2025 |
Exercise Price Per Share Seven [Member] | |
Number Common Shares Equivalent | 5,000,000 |
Exercise Price Per Share | $ / shares | $ 0.625 |
Year Granted | 2019 |
Consist of Expiration Date | August 2, 2024 |
Exercise Price Per Share [Member] | |
Number Common Shares Equivalent | 54,000 |
Exercise Price Per Share | $ / shares | $ 2.50 |
Year Granted | 2017 |
Consist of Expiration Date | June 22, 2022 to June 30, 2022 |
Exercise Price Per Share One [Member] | |
Number Common Shares Equivalent | 400,000 |
Exercise Price Per Share | $ / shares | $ 0.625 |
Year Granted | 2018 |
Consist of Expiration Date | March 28, 2021 |
Exercise Price Per Share Two [Member] | |
Number Common Shares Equivalent | 30,000 |
Exercise Price Per Share | $ / shares | $ 2.50 |
Year Granted | 2018 |
Consist of Expiration Date | May 21, 2023 |
Exercise Price Per Share Three [Member] | |
Number Common Shares Equivalent | 831,198 |
Exercise Price Per Share | $ / shares | $ 1.25 |
Year Granted | 2018 |
Consist of Expiration Date | September 20, 2023 |
Exercise Price Per Share Four [Member] | |
Number Common Shares Equivalent | 620,000 |
Exercise Price Per Share | $ / shares | $ 1.25 |
Year Granted | 2018 |
Consist of Expiration Date | September 20, 2023 |
Exercise Price Per Share Five [Member] | |
Number Common Shares Equivalent | 620,000 |
Exercise Price Per Share | $ / shares | $ 1.25 |
Year Granted | 2019 |
Consist of Expiration Date | February 7, 2024 |
Exercise Price Per Share Six [Member] | |
Number Common Shares Equivalent | 1,920,000 |
Exercise Price Per Share | $ / shares | $ 2.25 |
Year Granted | 2019 |
Consist of Expiration Date | May 8, 2024 |
CAPITAL STOCK (Details Narrativ
CAPITAL STOCK (Details Narrative) - USD ($) | Feb. 07, 2020 | Jul. 18, 2019 | May 09, 2019 | May 08, 2019 | Oct. 04, 2018 | May 05, 2017 | Dec. 13, 2016 | Feb. 26, 2020 | Feb. 24, 2020 | Sep. 04, 2019 | Aug. 02, 2019 | Apr. 25, 2019 | Mar. 27, 2019 | Mar. 18, 2019 | Feb. 12, 2019 | Dec. 20, 2018 | Nov. 30, 2018 | Sep. 27, 2018 | May 21, 2018 | Mar. 28, 2018 | May 15, 2015 | Jun. 30, 2020 | Jun. 30, 2019 | Mar. 31, 2019 | Nov. 30, 2017 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2018 | Feb. 22, 2020 | Feb. 14, 2020 | Feb. 13, 2020 | Feb. 12, 2020 | Dec. 31, 2019 | May 23, 2019 | May 17, 2019 | Apr. 23, 2019 | Jan. 24, 2019 | Jan. 16, 2019 | 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 | Jun. 30, 2017 | Mar. 28, 2017 |
Issuance of common stock in connection with Consulting Agreement, amoumt | $ 141,200 | $ 390,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from exercise of warrants | $ 307,200 | 0 | $ 307,200 | ||||||||||||||||||||||||||||||||||||||||||||||
Consulting fees | $ 95,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Convertible preferred stock, shares issued upon conversion | 150,000 | 100,000 | 1,500 | ||||||||||||||||||||||||||||||||||||||||||||||
Fair value of shares and notes expensed as consulting fees | $ 100,500 | 141,200 | |||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock in exchange | 10 | ||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of New Warrants in connection with Warrant Exercise Agreements dated May 8, 2019 | 1,920,000 | 1,920,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Sale of stock | 480,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Note payable | $ 50,000 | $ 28,458 | $ 40,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Common stock value | $ .001 | $ .001 | |||||||||||||||||||||||||||||||||||||||||||||||
Issuance of common stock in connection with Consulting Agreement, shares | 120,000 | 250,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Common stock shares issued | 120,000 | 150,000 | 100,000 | 50,000 | 17,268,881 | 1,359,941,153 | 375,000 | 14,576,681 | |||||||||||||||||||||||||||||||||||||||||
BiVi [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Ownership percentage | 51.00% | 51.00% | |||||||||||||||||||||||||||||||||||||||||||||||
Bellissima Spirits LLC [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Ownership percentage | 51.00% | 51.00% | |||||||||||||||||||||||||||||||||||||||||||||||
Note Payable [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Fair value of shares and notes expensed as consulting fees | $ 50,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Vice President Roseann Faltings [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Common stock shares issued | 500,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Securities Exchange Agreement [Member] | BiVi [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Ownership percentage | 51.00% | ||||||||||||||||||||||||||||||||||||||||||||||||
Securities exchange agreement description | In the event of a sale 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. | ||||||||||||||||||||||||||||||||||||||||||||||||
Securities Exchange Agreement [Member] | Bellissima Spirits LLC [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock shares issued | 10 | ||||||||||||||||||||||||||||||||||||||||||||||||
Ownership percentage | 51.00% | ||||||||||||||||||||||||||||||||||||||||||||||||
Securities Exchange Agreement [Member] | Newly designated Iconic Series D Convertible Preferred Stock [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Sale of stock | 3,125 | ||||||||||||||||||||||||||||||||||||||||||||||||
Convertible preferred stock, shares issued upon conversion | 831,198 | 1,600 | |||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from preferred stock | $ 3,125,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Warrants to acquire | 5,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Warrants to acquire period | 5 years | ||||||||||||||||||||||||||||||||||||||||||||||||
Common stock exercise price | $ 0.625 | ||||||||||||||||||||||||||||||||||||||||||||||||
Convertible preferred stock, price per share | $ 1,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Commissions and expenses | $ 322,500 | ||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock stated value | 1,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Distribution preference liquidation | $ 1,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Subscription amount | 1.00% | ||||||||||||||||||||||||||||||||||||||||||||||||
Aggregate shares | 681 | ||||||||||||||||||||||||||||||||||||||||||||||||
Share Exchange Agreement [Member] | Green Grow Farms, Inc. [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Sale of stock | 2,000,000 | 50,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Note payable | $ 200,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Ownership percentage | 51.00% | 51.00% | 51.00% | ||||||||||||||||||||||||||||||||||||||||||||||
Placement agent [Member] | Five Associated Individuals [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Common stock shares issued | 1,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Services relating offering shares | 3,125 | ||||||||||||||||||||||||||||||||||||||||||||||||
Amended Settlement Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Common stock shares issued | 253,333 | 284,777 | |||||||||||||||||||||||||||||||||||||||||||||||
Settlement Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Common stock shares issued | 70,572 | 51,938 | |||||||||||||||||||||||||||||||||||||||||||||||
Notes payable and accrued interest | $ 44,108 | $ 32,461 | |||||||||||||||||||||||||||||||||||||||||||||||
Preferred Stock Exchange Agreement [Member] | Ms. Faltings [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Common stock shares issued | 500,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | Third Tranche [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock in exchange | 2,725,000 | 387,500 | 287,500 | 100,000 | 287,520 | ||||||||||||||||||||||||||||||||||||||||||||
Convertible preferred stock, shares issued upon conversion | 320,000 | 269,359 | |||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock shares issued | 800,000 | 673,398 | |||||||||||||||||||||||||||||||||||||||||||||||
Convertible notes | $ 675,000 | $ 168,750 | $ 387,520 | $ 96,880 | |||||||||||||||||||||||||||||||||||||||||||||
Proceeds from preferred stock | $ 96,875 | $ 71,875 | $ 25,000 | $ 71,880 | |||||||||||||||||||||||||||||||||||||||||||||
Exercise price | 0.25 | 0.25 | 0.25 | 0.25 | |||||||||||||||||||||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | Second Tranche [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock in exchange | 287,500 | 287,500 | 387,500 | ||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from preferred stock | $ 71,875 | $ 71,875 | |||||||||||||||||||||||||||||||||||||||||||||||
Warrants to acquire | 1,550,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Closing dated | Feb. 7, 2019 | ||||||||||||||||||||||||||||||||||||||||||||||||
Exchange of convertible notes | $ 975,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Preferred Stock remaining balance | $ 243,750 | ||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock value | $ 0.25 | $ 0.25 | |||||||||||||||||||||||||||||||||||||||||||||||
Security Exchange Agreement [Member] | Green Grow Farms, Inc. [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Ownership percentage | 51.00% | ||||||||||||||||||||||||||||||||||||||||||||||||
Business Development Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Common stock consulting fees, shares | 150,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Common stock consulting fees, value | $ 199,500 | ||||||||||||||||||||||||||||||||||||||||||||||||
Warrant [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Common stock shares issued | 122,510 | ||||||||||||||||||||||||||||||||||||||||||||||||
Convertible preferred stock, shares issued upon conversion | 831,198 | ||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock shares issued | 2,077,994 | ||||||||||||||||||||||||||||||||||||||||||||||||
Warrants issued | 960,000 | 400,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Notes payable and accrued interest | $ 519,499 | ||||||||||||||||||||||||||||||||||||||||||||||||
Common stock shares purchased | 1,920,000 | 54,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Common stock price per share | $ 2.25 | $ 0.625 | $ 2.50 | ||||||||||||||||||||||||||||||||||||||||||||||
Warrants expiration date description | Expire at dates ranging from September 22, 2022 to September 30, 2022. | ||||||||||||||||||||||||||||||||||||||||||||||||
Fair value of warrants expensed | $ 307,200 | $ 250,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Four Investor [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Warrants issued | 480,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Common stock price per share | $ 0.25 | ||||||||||||||||||||||||||||||||||||||||||||||||
Warrants to acquire | 1,200,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Warrants to acquire period | 5 years | ||||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from warrants to acquire | $ 300,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Four Investor [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Sale of stock | 480,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Consulting Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Common stock shares issued | 250,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Escrow Agent [Member] | Amended Settlement Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Common stock shares issued | 98,078 | 436,125 | |||||||||||||||||||||||||||||||||||||||||||||||
Escrow Agent [Member] | Settlement Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Common stock shares issued | 481,151 | 280,296 | 172,000 | 126,667 | 216,127 | 103,447 | |||||||||||||||||||||||||||||||||||||||||||
Richard DeCicco [Member] | Vice President Roseann Faltings [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock shares issued | 5 | ||||||||||||||||||||||||||||||||||||||||||||||||
Richard DeCicco [Member] | Securities Exchange Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock shares issued | 1,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Richard DeCicco [Member] | Preferred Stock Exchange Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Common stock shares issued | 500,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Richard DeCicco [Member] | Preferred Stock Exchange Agreement [Member] | Ms. Faltings [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock shares issued | 1,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock in exchange | 10 | ||||||||||||||||||||||||||||||||||||||||||||||||
Chief Executive Officer Richard DeCicco [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Common stock shares issued | 500,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Holders [Member] | Securities Exchange Agreement [Member] | Convertible Notes [Member] | First Tranche | |||||||||||||||||||||||||||||||||||||||||||||||||
Convertible notes | $ 76,569 | ||||||||||||||||||||||||||||||||||||||||||||||||
Exchange of common stock shares | 122,510 | ||||||||||||||||||||||||||||||||||||||||||||||||
Convertible notes paid off with cash | $ 90,296 | ||||||||||||||||||||||||||||||||||||||||||||||||
Holders [Member] | Warrant Exercise Agreements [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of New Warrants in connection with Warrant Exercise Agreements dated May 8, 2019 | 1,920,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Exercise Price Per Share | $ 2.25 | ||||||||||||||||||||||||||||||||||||||||||||||||
Term of warrants | 5 years | ||||||||||||||||||||||||||||||||||||||||||||||||
Nine Investor [Member] | Securities Purchase Agreement [Member] | First Tranche | |||||||||||||||||||||||||||||||||||||||||||||||||
Sale of stock | 4,650,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Exercise price | 1.25 | ||||||||||||||||||||||||||||||||||||||||||||||||
Warrants to acquire | 1,860,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Closing dated | Sep. 27, 2018 | ||||||||||||||||||||||||||||||||||||||||||||||||
Warrants to acquire period | 5 years | ||||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from warrants to acquire | $ 1,162,500 | ||||||||||||||||||||||||||||||||||||||||||||||||
Nine Investor [Member] | 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 5) for the Company’s 51% investment in Bellissima, entitled the holders to convert each share of Series D Preferred stock to the equivalent of 5.1% of the Company common stock issued and outstanding at the time of conversion. | ||||||||||||||||||||||||||||||||||||||||||||||||
Roseann Faltings [Member] | Securities Exchange Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock shares issued | 5 | ||||||||||||||||||||||||||||||||||||||||||||||||
Nine Investors [Member] | Securities Purchase Agreement [Member] | First Tranche | |||||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from preferred stock | $ 1,162,500 | ||||||||||||||||||||||||||||||||||||||||||||||||
Exercise price | 1.25 | ||||||||||||||||||||||||||||||||||||||||||||||||
Warrants to acquire | 1,860,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Warrants to acquire period | 5 years | ||||||||||||||||||||||||||||||||||||||||||||||||
Sale of preferred stock | 4,650,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Nine Investors [Member] | 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 | ||||||||||||||||||||||||||||||||||||||||||||||||
Four Holders [Member] | Settlement Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Notes payable and accrued interest | $ 892,721 | ||||||||||||||||||||||||||||||||||||||||||||||||
Irrevocably reserve common stock | 1,931,707 | ||||||||||||||||||||||||||||||||||||||||||||||||
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 | ||||||||||||||||||||||||||||||||||||||||||||||||
Preferred Stock Series E [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Fair value of shares and notes expensed as consulting fees | $ 33,750 | ||||||||||||||||||||||||||||||||||||||||||||||||
Common stock shares issued | 50,000 | 270,000 | 270,000 | 270,000 | |||||||||||||||||||||||||||||||||||||||||||||
Convertible preferred stock, shares issued upon conversion | 50,000 | 675,000 | 675,000 | 675,000 | |||||||||||||||||||||||||||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Fair value of shares and notes expensed as consulting fees | $ 91,200 | ||||||||||||||||||||||||||||||||||||||||||||||||
Preferred Stock Series F [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock shares issued | 5,000,000 | 2,414 | 3,156 | ||||||||||||||||||||||||||||||||||||||||||||||
Warrants to acquire period | 5 years | ||||||||||||||||||||||||||||||||||||||||||||||||
Common stock exercise price | $ 0.625 | ||||||||||||||||||||||||||||||||||||||||||||||||
Warrants to investors offering shares | 3,125 | ||||||||||||||||||||||||||||||||||||||||||||||||
June 2, 2020 [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Common stock shares issued for services | 50,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Common stock shares issued for services, value | $ 35,500 | ||||||||||||||||||||||||||||||||||||||||||||||||
June 1, 2020 [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Common stock shares issued for services | 75,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Common stock shares issued for services, value | $ 51,750 | ||||||||||||||||||||||||||||||||||||||||||||||||
May 1, 2020 [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Common stock shares issued for services | 275,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Common stock shares issued for services, value | $ 167,750 | ||||||||||||||||||||||||||||||||||||||||||||||||
May 29, 2020 and June 5, 2020 [Member] | Preferred Stock Series F [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Common stock shares issued | 883,200 | ||||||||||||||||||||||||||||||||||||||||||||||||
Convertible preferred stock, shares issued upon conversion | 552 | ||||||||||||||||||||||||||||||||||||||||||||||||
January 16, 2020 and February 24, 2020 [Member] | Preferred Stock Series F [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Common stock shares issued | 304,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Convertible preferred stock, shares issued upon conversion | 190 | ||||||||||||||||||||||||||||||||||||||||||||||||
October 2, 2019 and December 31, 2019 [Member] | Six Holders [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Common stock shares issued | 813,600 | ||||||||||||||||||||||||||||||||||||||||||||||||
Convertible preferred stock, shares issued upon conversion | 508 | ||||||||||||||||||||||||||||||||||||||||||||||||
October 25, 2019 and December 26, 2019 [Member] | Two Holders [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Common stock shares issued | 260,757 | ||||||||||||||||||||||||||||||||||||||||||||||||
Convertible preferred stock, shares issued upon conversion | 651,892 | ||||||||||||||||||||||||||||||||||||||||||||||||
April 15, 2019 [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Common stock shares issued | 50,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
July 26, 2019 to August 28, 2019 [Member] | Three Holders [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Common stock shares issued | 400,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Convertible preferred stock, shares issued upon conversion | 1,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
September 19, 2019 to September 27, 2019 [Member] | Three Holders [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Common stock shares issued | 227,200 | ||||||||||||||||||||||||||||||||||||||||||||||||
Convertible preferred stock, shares issued upon conversion | 1,420,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
September 2017 To November 2017 [Member] | Four Investor [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Common stock value | $ 2.50 | $ 2.50 | |||||||||||||||||||||||||||||||||||||||||||||||
Warrants issued | 480,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Warrants to acquire period | 5 years | ||||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from issuance of common stock and warrants | $ 300,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
October 27, 2017 [Member] | Four Investor [Member] | Share Purchase Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||
Common stock shares purchased | 480,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
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 convertible preferred stock is convertible into 0.4 shares of common stock, is entitled to (1) 0.4 votes on all matters to come before the common stockholders or shareholders generally, (2) dividends on an as-converted-to-common stock basis and (3) a distribution preference of $0.25 upon liquidation, and is not redeemable. |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
INCOME TAXES | ||
Expected tax at 21% | $ (539,996) | $ (580,868) |
Nontaxable unrealized gain on investment in and receivable from CAN B Corp. | 101,529 | 0 |
Nondeductible stock-based compensation | 112,938 | 162,897 |
Increase (decrease) in valuation allowance | 325,524 | 417,971 |
Income tax provision | $ 0 | $ 0 |
INCOME TAXES (Details 1)
INCOME TAXES (Details 1) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
INCOME TAXES | ||
Net operating loss carry forward | $ 4,620,612 | $ 4,295,083 |
Less valuation allowance | (4,620,612) | (4,295,083) |
Deferred income tax assets - net | $ 0 | $ 0 |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) | Sep. 30, 2020 |
INCOME TAXES | |
Valuation allowance against deferred tax asset | 100.00% |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details) | Sep. 30, 2020USD ($) |
COMMITMENTS AND CONTINGENCIES | |
Year ending December 31, 2020 | $ 25,224 |
Year ending December 31, 2021 | 51,638 |
Total | $ 76,862 |
COMMITMENTS AND CONTINGENCIES_3
COMMITMENTS AND CONTINGENCIES (Details 1) - USD ($) | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Bellissima product line: | ||
QVC direct response sales | $ 1,313,839 | $ 0 |
Other | 728,663 | 531,126 |
Total Bellissima | 2,042,502 | 531,126 |
BiVi product line | 0 | 3,700 |
Hooters product line | 131,182 | 0 |
Total | $ 2,173,684 | $ 534,826 |
COMMITMENTS AND CONTINGENCIES_4
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | Aug. 07, 2020 | Sep. 23, 2020 | Feb. 29, 2020 | Apr. 01, 2018 | Mar. 27, 2018 | Sep. 30, 2017 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2019 |
Operating lease liability | $ 72,749 | $ 72,749 | ||||||||||
Estimated incremental borrowing rate | 10.00% | 10.00% | ||||||||||
Accrued officers compensation | $ 851,300 | $ 851,300 | $ 813,050 | |||||||||
Future lease payments | 76,862 | 76,862 | ||||||||||
Account receivables | 227,980 | $ (79,431) | ||||||||||
Royalty expense | 133,706 | $ 25,243 | 171,254 | 178,710 | ||||||||
Sales generated | 712,198 | $ 267,619 | 2,173,684 | 534,826 | ||||||||
QVC, Inc [Member] | ||||||||||||
Marketing Fees expenses | 373,960 | |||||||||||
Sales generated | 1,313,839 | |||||||||||
Endorsement Agreement [Member] | ||||||||||||
Agreements term description | (1) Initial Share Award of 100,000 shares of Iconic common stock (which was issued on February 24, 2020); (2) $75,000 year 2020 cash compensation (which was paid March 6, 2020); (3) $75,000 year 2021 cash compensation payable on or before February 15, 2021; and (4) Year 2021 Second Share Award of that number of shares of Iconic common stock equal to $75,000 based upon the average closing price of the common stock for the five trading days immediately preceding February 15, 2021. | |||||||||||
License fees | 100,345 | |||||||||||
Prepaid license fees | 42,155 | 42,155 | ||||||||||
Compensation Arrangements [Member] | Chief Executive Officer [Member] | ||||||||||||
Agreements term description | Both agreements have a term of 24 months (to June 30, 2020). | |||||||||||
Salary per annum | $ 265,000 | |||||||||||
Compensation of stock award | 300,000 | |||||||||||
Employment Agreement [Member] | ||||||||||||
Accrued officers compensation | 851,300 | 851,300 | ||||||||||
Employment Agreement [Member] | Chief Executive Officer [Member] | ||||||||||||
Accrued officers compensation | 207,500 | 207,500 | $ 311,250 | 415,000 | ||||||||
Salary per annum | $ 150,000 | |||||||||||
Compensation of stock award | 100,000 | |||||||||||
Rent paid | 36,195 | |||||||||||
Account receivables | 207,433 | |||||||||||
Employment Agreement [Member] | 50% to Iconic [Member] | ||||||||||||
Accrued officers compensation | 311,250 | 311,250 | ||||||||||
Compensation allocated | 155,625 | 155,625 | ||||||||||
Employment Agreement [Member] | 40% To Bellissima [Member] | ||||||||||||
Accrued officers compensation | 166,000 | |||||||||||
Compensation allocated | $ 155,625 | 124,500 | ||||||||||
Employment Agreement [Member] | 10% To BiVi [Member] | ||||||||||||
Accrued officers compensation | $ 41,500 | |||||||||||
Compensation allocated | $ 31,125 | |||||||||||
License Agreement [Member] | Bellissima Spirits LLC [Member] | ||||||||||||
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 | $ 100,000 | ||||||||||
Royalty fee, year 2 | 150,000 | 150,000 | ||||||||||
Royalty fee, year 3 | 165,000 | 165,000 | ||||||||||
Royalty fee, year 4 | 181,500 | 181,500 | ||||||||||
Royalty fee, year 5 | 199,650 | 199,650 | ||||||||||
Royalty fee, year 6 | 219,615 | $ 219,615 | ||||||||||
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 United’s payment of a marketing contribution equal to 2% of the prior year’s net sales of the Licensed Products. | |||||||||||
Royalty fee, year 1 | 65,000 | $ 65,000 | ||||||||||
Royalty fee, year 2 | 255,000 | 255,000 | ||||||||||
Royalty fee, year 3 | 315,000 | 315,000 | ||||||||||
Royalty fee, year 4 | 315,000 | 315,000 | ||||||||||
Royalty fee, year 5 | 360,000 | 360,000 | ||||||||||
Royalty fee, year 6 | $ 420,000 | 420,000 | ||||||||||
Royalty expense | $ 117,733 | $ 129,777 | ||||||||||
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 | |||||||||||
Distribution Agreement [Member] | May 1, 2015 [Member] | ||||||||||||
Distribution fee | $ 1 | $ 1 | ||||||||||
Accredited Investors [Member] | 5% Original Issue Discount Promissory Notes [Member] | ||||||||||||
Debt instrument, face amount | $ 2,100,000 | |||||||||||
Description of cash returned | The attorney escrow account returned the $2,000,000 cash to the accredited investors in partial satisfaction of the Original Issue Discount Promissory Notes, as the conditions precedent to closing were not satisfied. | |||||||||||
Proceeds from issance of promissory Notes | $ 2,000,000 | |||||||||||
Two Officers [Member] | Lease Agreement [Member] | On January 1, 2019 [Member] | United Spirits, Inc. [Member] | ||||||||||||
Monthly rent | $ 3,930 | |||||||||||
Lease agreement description | The agreement has a term of three years from January 1, 2019 to December 31, 2021 |