Iconic Brands, Inc. - Quarter Report: 2023 March (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

For the quarterly period ended March 31, 2023

or

For the transition period from ________________ to ________________

Commission File Number: 000-53162

(631) 464-4050

(Registrant’s telephone number, including area code)

N/A

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

Securities registered pursuant to Section 12(b) of the Act:

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

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

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

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

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

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

ICONIC BRANDS, INC.

TABLE OF CONTENTS

FORWARD-LOOKING STATEMENTS

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

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

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

PART I - FINANCIAL INFORMATION

ITEM 1. Financial Statements

See accompanying notes to Unaudited Condensed Consolidated Financial Statements.

ICONIC BRANDS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

See accompanying notes to Unaudited Condensed Consolidated Financial Statements.

Iconic Brands, Inc. and Subsidiaries

Notes to Consolidated Financial Statements 

 (Unaudited)

1. ORGANIZATION AND NATURE OF BUSINESS

Iconic Brands, Inc., (“the Company”, or “Iconic”), was incorporated in the State of Nevada on October 21, 2005. As of June 30, 2022, the subsidiaries of Iconic are wholly-owned TopPop LLC (“TopPop”) and United Spirits Inc., (“United”), 54% owned BiVi LLC (“BiVi”) and Bellissima Spirits LLC (“Bellissima”) and 60% owned Empire Wine and Spirits LLC (“Empire”) which was organized on February 4, 2022.

BiVi is the brand owner of “BiVi 100 percent Sicilian Vodka,” and Bellissima is the brand owner of Bellissima sparkling wines. BiVi was organized in Nevada on May 4, 2015. Bellissima was organized in Nevada on November 23, 2015.

On July 26, 2021, the Company acquired 100% of TopPop. TopPop is organized as a limited liability company in the State of New Jersey on September 5, 2019. TopPop’s primary operation is the manufacture and packaging of alcohol and non-alcohol single-serve, shelf-stable, ready-to-freeze ice pops. TopPop began operations in December 2019 (see note 3). On July 26, 2021, the company purchased all the outstanding stock of United.

Empire was organized in the State of Nevada on February 4, 2022. Since its formation, there has been no business activity or transactions. 

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

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

Between January 1, 2023 and June 29, 2023, the Company raised $1,450,000 of net proceeds from the issuance of notes payable (see note 15—Subsequent Events). The Company is seeking additional funding (either debt or equity) which, with cash generated from production activity, would provide capital for the Company to become profitable. There is no certainty that this plan can be achieved.  As of June 27, 2023, the Company has approximately $359,000 of cash available which will enable the Company to continue their operations for no longer than three months without any additional equity and/or debt financing.

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

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a) Principles of Consolidation

The consolidated financial statements include the accounts of Iconic, its two 54% owned subsidiaries BiVi and Bellissima, 60% owned Empire, and its wholly-owned subsidiaries United and TopPop, (collectively, the “Company”). All inter-company balances and transactions have been eliminated in consolidation.

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

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

(b) Use of Estimates

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

(c) Fair Value of Financial Instruments

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

In assessing the fair value of financial instruments, the Company uses a variety of methods and assumptions, which are based on estimates of market conditions and risks existing at the time. For certain instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued expenses, and notes payable, it was estimated that the carrying amount approximated fair value because of the short maturities of these instruments.

Accounting guidance on fair value measurements requires that financial assets and liabilities be classified and disclosed in one of the following categories of the fair value hierarchy:

Level 1 – Based on unadjusted quoted prices for identical assets or liabilities in an active market.

Level 2 – Based on observable market-based inputs or unobservable inputs that are corroborated by market data.

Level 3 – Based on unobservable inputs that reflect the entity’s own assumptions about the assumptions that a market participant would use in pricing the asset or liability.

We did not have any transfers between levels during the periods presented.

(d) Cash

As of March 31, 2023, there were no deposits not insured by the FDIC.

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

The Company extends unsecured credit to customers in the ordinary course of business but mitigates risk by performing credit checks and by actively pursuing past due accounts. The allowance for doubtful accounts is based on the customer’s historical experience and the aging of the related accounts receivable. The Company has significantly increased its reserve for uncollectible accounts receivable, which is attributed to two large customers of its wholly owned subsidiary TopPop LLC. Issues relating to production quality and minimum order quantities were resolved in the first quarter of 2023, resulting in negotiated lower accounts receivable balances. During the quarter ended March 31, 2023, the Company wrote off $679,141 of previously reserved accounts receivable. At March 31, 2023 and December 31, 2022, the allowance for doubtful accounts was $68,000 and $747,141, respectively.

(f) Inventories

Inventories are stated at the lower of cost (first-in, first-out method) or market, with due consideration given to obsolescence and to slow moving items. Inventories at March 31, 2023 and December 31, 2022 consist of cases of BiVi Vodka and cases of Bellissima sparkling wines purchased from our Italian suppliers and cases of alcoholic beverages. TopPop inventory consists of raw materials, work in process and finished goods relating to the production cycle.

(g) Revenue Recognition

It is the Company’s policy that revenues from product sales are recognized in accordance with Accounting Standards Codification (“ASC 606”) “Revenue Recognition.” Five basic steps must be followed to recognize revenue; (1) Identify contract(s) with a customer that creates enforceable rights and obligations; (2) Identify performance obligations in the contract, such as promises to transfer goods or services to a customer; (3) Determine the transaction price, (i.e. the amount of consideration in a contract to which an entity believes it is entitled in exchange for transferring promised goods or services to a customer); (4) Allocate the transaction price to the performance obligations in the contract, which requires the Company to allocate the transaction price to each performance obligation on the basis of the relative standalone selling prices of each distinct good or services promised in the contract; and (5) Recognize revenue when (or as) the entity satisfies a performance obligation by transferring a promised good or service to a customer. The amount of revenue recognized is the amount allocated to the satisfied performance obligation. Adoption of ASC 606 has not changed the timing and nature of the Company’s revenue recognition and there has been no material effect on the Company’s consolidated financial statements.

Our revenue (referred to in our consolidated financial statements as “sales”) consists primarily of the sale of wine and spirits imported for cash or otherwise agreed-upon credit terms. Our customers consist primarily of retailers. Our revenue generating activities have a single performance obligation and are recognized at the point in time when control transfers and our obligation has been fulfilled, which is when the related goods are shipped or delivered to the customer, depending upon the method of distribution, and shipping terms. We have elected to treat shipping as a fulfillment activity. Revenue is measured as the amount of consideration we expect to receive in exchange for the sale of our product. The Company has no obligation to accept the return of products sold other than for replacement of damaged products. Other than quantity price discounts negotiated with customers prior to billing and delivery (which are reflected as a reduction in sales), the Company does not offer any sales incentives or other rebate arrangements to customers. Revenue associated with manufacturing and packaging business is recognized at a point in time when obligations under the terms of a contact with a customer are satisfied.

(h) Shipping and Handling Costs

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

(i) Equity-Based Compensation

Equity-based compensation is accounted for at fair value in accordance with Accounting Standards Codification (“ASC”) Topic 718, “Compensation-Stock Compensation”. For the three months ended March 31, 2023 and 2022, equity-based compensation was $204,379, net of forfeitures of $95,093, and $280,798 respectively.

(j) Income Taxes

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

(k) Net Loss per Share

Basic net loss per share of Common Stock is computed on the basis of the weighted average number of shares of Common Stock outstanding during the period of the financial statements.

Diluted net loss per share of Common Stock is computed on the basis of the weighted average number of shares of Common Stock and dilutive securities (such as stock options, warrants, and convertible securities) outstanding. As of March 31, 2023 and 2022, the Company had 94,962,016 and 25,620,245 potentially dilutive shares of Common Stock related to Common Stock options and warrants, respectively. Dilutive securities having an anti-dilutive effect on diluted net loss per share are excluded from the calculation.

(l) Business Acquisition Accounting

The Company applies the acquisition method of accounting for those that meet the criteria of a business combination.  The Company allocates the purchase price of its business acquisition based on the fair value of identifiable tangible and intangible assets.  The difference between the total cost of the acquisition and the sum of the fair values of acquired tangible and identifiable intangible assets less liabilities is recorded as goodwill.  Transaction costs are expensed as incurred in general and administrative expenses.

(m) Leasehold improvements, furniture, and equipment, net

Leasehold improvements, furniture, and equipment are recorded at cost. Depreciation of furniture and fixtures is provided using the straight-line method, generally over the terms of the lease. Repairs and maintenance expenditures, which do not extend the useful lives of the related assets, are expensed as incurred. Depreciation of machinery and equipment is based on the estimated useful lives of the assets.

(n) New accounting pronouncements and policies

Effective January 1, 2023, the Company adopted ASU 2016-13 Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, using a modified retrospective approach. ASU 2016-13 replaces the incurred loss impairment model with an expected credit loss impairment model for financial instruments, including trade receivables. The guidance requires entities to consider forward-looking information to estimate expected credit losses, resulting in earlier recognition of losses for receivables that are current or not yet due. Upon adoption, changes in the allowance were not material for the transition period starting January 1, 2023 through the three months ending March 31, 2023.

4. INTANGIBLE ASSETS

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

5. LEASEHOLD IMPROVEMENTS, FURNITURE, AND EQUIPMENT, NET

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

6. INVENTORIES

 Inventories consisted of:

7. ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses consisted of:

8. NOTES PAYABLE

The changes in notes payable consisted of: 

On March 2, 2023, the Company entered into two $110,000 and one $330,000 short term original discount promissory notes with three investors totaling $550,000, one of whom is the Company's Chairman ($110,000 note) and two are investors in the Company. The notes were due April 3, 2023 and are in default. As of the date of this report was filed, there have been no demands for payment by the noteholders.

In connection with our July 2021 acquisition of 100% of the equity of TopPop LLC (“TopPop”), on July 26, 2021, we issued to the sellers promissory notes in the aggregate principal amount of $4,900,000 (the “TopPop Notes”). The TopPop Notes bear interest at the rate of 10% per annum, matured on July 26, 2022 and are secured by all of the outstanding membership interest in TopPop. Upon an event of default under the TopPop Notes, the holders of such TopPop Notes may exercise all rights and remedies available under the terms of the TopPop Notes or applicable laws, including to foreclose on certain collateral consisting of the membership interests of TopPop. On July 26, 2022, the total principal amount outstanding under the TopPop Notes was $4,900,000, exclusive of accrued and unpaid interest.

The TopPop Notes are now in default and we are currently in discussions with holders of the TopPop Notes regarding possible solutions for the payment of the TopPop Notes, including the possible extension of the maturity date of the TopPop Notes for an additional year. There can be no assurance that our discussions will be successful and if we are not successful in finding an acceptable resolution to the existing default or the impending event of default, the noteholders will be able to seek judgement for the full amount due and may seek to foreclose on our assets. If this occurs, any such remedy will have a material adverse effect on our business, results of operations and financial condition and is likely to negatively impact the price of our Common Stock. Holders of approximately $3.55 million of these notes have agreed to extend the term until December 1, 2022, and have indicated that they will not seek cash settlement prior to August 2023. As of March 31, 2023, no further extensions have been granted by the noteholders. As of the date of this report was filed, there have been no demands for payment by the noteholders.

As of March 31, 2023, notes payable consisted of $150,000 outstanding under the SBA note, $545,312 outstanding under the notes payable to shareholders, net of discount of $4,688, $109,585 outstanding under the finance agreement and $5,042,467 outstanding under notes held by former owners of TopPop. During the three months ended March 31, 2023 and 2022, the Company recognized interest expense on notes payable of $169,238 and $123,954, respectively.

9. FACTORING LIABILITY

On January 10, 2022, the Company entered into a purchase and sale agreement with Prestige Capital Finance, LLC (“Prestige”). Under the agreement, Prestige has agreed to buy all of the Company’s right, title, and interest in specific accounts receivable. Prestige has full recourse against the Company for advances if payments are not received for any reason. All credit risk is borne by the Company and not by Prestige. Prestige has agreed to pay a down payment to the Company of 80% of the face value of the specified receivables. The maximum outstanding balance of the advance is $2,000,000. Prestige’s final purchase price of the accounts receivable is at a discount which is deducted from the face value of each account upon collection. The discount fee is based upon the number of days the account receivable is outstanding from the date of the down payment. The discount fee ranges from 1.95% if the receivable is paid within 30 days to 5.85% if paid within 90 days, plus an additional 1.5% for each 10-day period thereafter until the account is paid in full.

The Company accounts for this agreement as a financing arrangement, with the down payments recorded as debt and repayment made when the applicable receivable is collected. As of March 31, 2023 and December 31, 2022, there was an outstanding balance of $0 and $93,249, respectively and accrued interest of $0 and $2,273, respectively. Interest expense for incurred during the three months ended March 31, 2023 and 2022 was $0 and $56,882, respectively.

The outstanding balance is secured by an interest in virtually all assets of the Company, with a first security interest in accounts receivable. The balance was paid off in January 2023 and the agreement remains in effect until January 2024.

10. CAPITAL STOCK

Preferred Stock

On January 5, 2022, the Company closed the second tranche of the equity financing and issued 12,258 shares of Series A-2 Preferred Stock, 4,301,004 shares of Common Stock and warrants to purchase 40,018,583 shares of Common Stock for gross proceeds of approximately $12.2 million and net proceeds of approximately $10.9 million after deduction of placement agent commissions and expenses of the offering. Such net proceeds are expected to be used by the Company for domestic and international expansion of its Bellissima brand, the expansion of the production facilities of TopPop, new product launches, marketing, and other general working capital purposes.

During the three months ended March 31, 2023, stockholders converted 100 shares of Series A-2 Preferred Stock into 320,000 shares of Common Stock, par value $.001 per share.

Common Stock

Between January 2022 and March 2022, stockholders converted 701 shares of Series A-2 Preferred Stock into 2,243,200 shares of common stock, par value $.001 per share, at $0.31 per share.

Warrants

In connection with the second tranche of the equity financing, on January 5, 2022, the Company granted 40,018,583 warrants to purchase Common Stock. The warrants expire in five years and have an exercise price of $0.31 per share.

A summary of warrant activity for the period January 1, 2022, to March 31, 2022, as follows:

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

Options 

On March 21, 2023, the Company granted 1,000,000 stock options to a sales consultant with an exercise price of $0.3125, vesting in 90 days with a five year term.

During the three months ended March 31, 2023 and 2022, the Company recognized $204,379 and $280,798, respectively, of expense for the option awards.

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

The outstanding options had no aggregate intrinsic value as of March 31, 2023. Intrinsic value is calculated as the difference between the market value and the exercise price of the shares on balance sheet date. The market value based on the closing bid price as of March 31, 2023 was $0.06.

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

11. LEASES

Effective February 9, 2022, TopPop executed a lease agreement to rent approximately 82,000 square feet of warehouse space in Pennsauken, NJ. The lease provided a lease term of 74 months (the first two months are rent free) commencing upon February 9, 2022 and terminating on March 31, 2028. The lease provided a security deposit to the landlord of $92,250 Per the lease agreement, TopPop was also required to post an additional deposit of $184,500. On May 31, 2022, TopPop sent the deposit to an escrow account held by the landlord’s counsel.

At March 31, 2023, the future undiscounted minimum lease payments under the noncancellable leases are as follows:  

The operating lease liabilities of $5,272,377 and $5,426,948 as of March 31, 2023 and December 31, 2022, respectively, represent the discounted (at a 10% estimated incremental borrowing rate) value of the future lease payments at March 31, 2023 and December 31, 2022. The Company’s weighted-average remaining lease term relating to its operating leases is 4.89 years.

For the three months ended March 31, 2023 and 2022, occupancy expense attributed to these leases were $320,801 and $450,138, respectively.

12. COMMITMENTS AND CONTINGENCIES

a. Iconic Guarantees

On May 26, 2015, BiVi entered into a license agreement with Neighborhood Licensing, LLC (the “BiVi Licensor”), an entity owned by Chazz Palminteri (“Palminteri”), to use Palminteri’s endorsement, signature and other intellectual property owned by the BiVi Licensor. The Company has agreed to guarantee and act as surety for BiVi’s obligations under certain sections of the license agreement and to indemnify the BiVi Licensor and Palminteri against third party claims.

On November 12, 2015, Bellissima Spirits entered into a license agreement with Christie Brinkley, Inc. (the “Bellissima Licensor”), an entity owned by Christie Brinkley (“Brinkley”), to use Brinkley’s endorsement, signature, and other intellectual property owned by the Bellissima Licensor. The Company has agreed to guarantee and act as surety for Bellissima’s obligations under certain sections of the license agreement and to indemnify the Bellissima Licensor and Brinkley against third party claims.

b. Royalty Obligations of BiVi and Bellissima

Pursuant to the license agreement with the Bivi Licensor (see Note 11a. above), BiVi is obligated to pay the BiVi Licensor a Royalty Fee equal to 5% of monthly gross sales of BiVi Brand products payable monthly subject to an annual Minimum Royalty Fee of $100,000 in year 1, $150,000 in year 2, $165,000 in year 3, $181,500 in year 4, $199,650 in year 5, and $219,615 in year 6 and each subsequent year. The Minimum Royalty Fee has been waived until such time as the parties agree to reinstate the Minimum Royalty Fee. As of the date of this filing, the Minimum Royalty Fee was not reinstated.

Pursuant to the license agreement and Amendment No. 1 to the license agreement effective September 30, 2017 with the Bellissima Licensor (see Note 11a. above), Bellissima is obligated to pay the Bellissima Licensor a Royalty Fee equal to 10% of monthly gross sales (12.5% for sales in excess of defined Case Break Points) of Bellissima Brand products payable monthly. The Bellissima Licensor has the right to terminate the endorsement if Bellissima fails to sell 10,000 cases of Bellissima Brand products in year 1, 15,000 cases in year 2, or 20,000 cases in year 3 and each subsequent year. These appropriate thresholds were met during the year.

c. Brand Licensing Agreement relating to Hooters Marks

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

On November 1, 2021, the Company amended its agreement with Hooters (the “Amended Hooters Agreement”) which will be effective until December 31, 2025 with an option to extend until 2028. Under the Amended Hooters Agreement, the Company must pay Hooters 10% of net sales of all products during the term.

d. Marketing and Order Processing Services Agreement

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

The initial license period commenced October 2019 and expires in December 2021 (i.e., two years after first airing of a Bellissima product). Unless either party notifies the other party in writing at least 30 days prior to the end of the Initial License Period or any Renewal License Period of its intent to terminate the QVC Agreement, the License continually renews for additional two-year periods. The license automatically renewed on January 1, 2022.

The QVC Agreement provides for United’s payment of “Marketing Fees” (payable no less than monthly) to QVC in amounts agreed to between United and QVC from time to time. For the three months ended March 31, 2023 and 2022, the Marketing Fees expense (payable to QVC) was $100,025 and $160,140, respectively, and the direct response sales generated from QVC programs was $295,977 and $142,690, respectively. 

e. Concentration of sales

For the three months ended March 31, 2023 and 2022, sales consisted of:

Accounts receivable due from QVC direct response sales were $162,522 and $327,933 as of March 31, 2023 and December 31, 2022, respectively. 

f. Commission Agreements

On July 10, 2019, the Company executed a Commission Agreement with CAA-GBA USA, LLC (“CAA-GBG”). The agreement provides CAA-GBG to receive 5% revenue generated with respect to the co-packing or related manufacturing deal for Anheuser-Busch, LLC. Additionally, CAA-GBG is also entitled to receive 5% of revenue for new business identified. The initial agreement expired on July 31, 2021 and automatically renews every year. No commissions were incurred under this agreement since the date of acquisition of TopPop (July 26, 2021) through March 31, 2023. On May 23, 2022,CAA-GBG received notice of termination and the Commission Agreement ended on July 31, 2022.

Effective December 11, 2019, the Company executed a Commission Agreement with Christopher J. Connolly. Mr. Connolly had agreed to provide sales representation services to Company for alcohol ice pop packing opportunities in exchange for commission. The agreement provides a commission 5% of gross revenue collected. The initial term is one year from the effective date. The agreement will renew automatically for 1-year terms unless the agreement is terminated. The Company has decided to keep this agreement in place and no commissions were incurred under this agreement since the date of acquisition of TopPop (July 26, 2021) through March 31, 2023.

13. RELATED PARTY TRANSACTIONS

On March 2, 2023, the Company entered into two $110,000 and one $330,000 short term original discount promissory notes with three investors totaling $550,000, one of whom is Richard DeCicco, the Company’s Chairman, ($110,000 note) and the other two are current investors in the Company. The notes were due April 3, 2023 and the Company is currently negotiating terms of extension.

On July 26, 2021, the Company entered into a securities purchase agreement with Mr. Richard DeCicco, Chairman, pursuant to which the Company purchased from Mr. DeCicco, and Mr. DeCicco sold, all of the issued and outstanding capital stock of United (See Note 1).

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

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

14. SEGMENT REPORTING

FASB Codification Topic 280, Segment Reporting, establishes standards for reporting financial and descriptive information about an enterprise’s reportable segments. The Company has two reportable segments: sale of branded alcoholic beverages and specialty packaging. The segments are determined based on several factors, including the nature of products and services, the nature of production processes, customer base, delivery channels and similar economic characteristics.

An operating segment’s performance is evaluated based on its pre-tax operating contribution, or segment income. Segment income is defined as net sales less cost of sales, segment selling, general and administrative expenses, research and development costs and stock-based compensation. It does not include other charges (income), net and interest and other, net.

15. SUBSEQUENT EVENTS

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

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

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

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

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

On May 24, 2023, the Company received a notice of default from the OID Shareholder listing defaults that the OID Shareholder believed have occurred, including, the Company’s failure to reserve a sufficient number of shares of its Common Stock for a conversion of the Note if was not paid upon its maturity. Based on its asserted defaults, the OID Shareholder has given notice to the Company that the $660,000 plus interest due under the Note is immediately due and payable, and the OID Shareholder has reserved any and all remedies available to it as a result of such defaults. As of June 29, 2023 there have been no conversions under this note.

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

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

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

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

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

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

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

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

You should read the following discussion and analysis of our financial condition and plan of operations together with and our consolidated financial statements and the related notes appearing elsewhere in this Quarterly Report on Form 10-Q. In addition to historical information, this discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results may differ materially from those discussed below. Factors that could cause or contribute to such differences include, but are not limited to, those identified below, those discussed in the section titled “Risk Factors” included elsewhere in this Quarterly Report on Form 10-Q and the risks described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022. All amounts in this report are in U.S. dollars, unless otherwise noted.

Overview

We are engaged in the development and sale of alcohol and non-alcohol brands that are “better-for-you” (“BFY”) and “better-for-the-planet”. TopPop, our wholly owned subsidiary, produces low calorie, “ready to go” products, ready-to-freeze (“RTF”) products and ready-to-drink (“RTD”) products in sustainable, flexible and stand-up pouch packaging. TopPop also produces “cocktails-to-go” pouches and alcohol ice-pops. Our brands include “Bellissima” by Christie Brinkley, a premium BFY collection of Prosecco, Sparkling Wines, and Still Wines, all certified vegan and made with organic grapes. Bellissima is strategically positioned with its Zero Sugar Wines.  United is our 100% owned subsidiary that sells our Bellissima, Bella, Sonja Sangria and other alcohol beverages to state distributors. United holds all applicable state and federal licenses in order to sell these products to state distributors in accordance with the United States three tier distribution platform.

We have expertise in developing, from product inception to wholesale distribution or direct to consumer through the QVC distribution channel, and in branding alcohol beverages for our company and for third parties. We market and place products into national distribution through long-standing industry relationships approximately 45 national or regional alcoholic beverage distributors. We currently market and sell the following product lines: 

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

As a result of our July 2021 acquisition of 100% of the equity of TopPop, we are now a vertically integrated company that develops, produces and distributes alcoholic brands. TopPop is a premier product development, contract manufacturing and packaging company that specializes in flexible packaging applications in the food, beverage and health categories. It has the federal and state licenses necessary to manufacture and blend malt, wine and spirits-based products. In June 2020, TopPop opened a 27,000-square-foot FDA-approved manufacturing facility in Marlton, New Jersey with a Safe Quality Food certification. In September 2021, TopPop leased a 64,000 square foot facility for manufacturing in Pennsauken, New Jersey. Construction is now complete, and the facility reached full-scale production capability at the end of March 2022. The facility includes approximately $4 million of high-speed packaging equipment and is expected to triple our production capacity. In February 2022, TopPop leased an 82,000 square foot warehouse in Pennsauken, NJ, approximately 50% of which is currently being sub-let.

We believe TopPop brings to us additional synergies and opportunities for cross-promoting new and existing products to a broader customer base and better positions our company to establish and support our brands and to create sustainable packaging solutions to the consumable goods market. We believe our focus on lifestyle branding and the rising “Better-for-You,” “Better-for-the-Planet” consumer categories has made us a leader in developing celebrity brands worldwide, such as our Bellissima Prosecco by Christie Brinkley. Our mission is to be an industry leader in the brand development, marketing and sales of alcohol beverages and related products by capitalizing on our ability to procure products from around the world and to develop unique and innovative packaging to create brand and product line extensions. We plan to leverage our relationships to add value to our products and to create brand awareness in unbranded niche categories.

For its first product line, TopPop identified the single serve, RTD and RTF as an opportunity for product and packaging innovation. TopPop introduced an alcohol-infused ice pop in June 2020 and began marketing the concept to major alcohol companies. In addition, it developed its own product line which is expected to be sold through e-commerce platforms and wholesaled directly to sports and entertainment venues. TopPop manufactured approximately 42 million ice pops during the year ended December 31, 2021 and approximately 40 million ice pops during the year ended December 31, 2022. We currently expect to have the capacity to manufacture over 100 million units by the end of 2023. Although we continue to believe that we benefit and will continue to benefit from the synergies and growth opportunities related to the TopPop Acquisition, during 2022 we encountered significant operational difficulties in producing large quantities of product and installing new machinery. These obstacles led to the loss of our two largest customers and an inability to achieve our targeted margins. We expect 2023 revenue to be in line with that in 2022; however this is significantly less than we originally anticipated when we acquired TopPop, and therefore at December 31, 2022, we impaired certain intangible assets related to the acquisition , along with cancelling certain contingent liabilities. TopPop does not have purchase orders in 2023 from its two largest customers in 2021 and 2022, and the loss of these customers is expected to significantly reduce our 2023 estimated sales that were projected when we acquired them in July 2021.

Recent Developments

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

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

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

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

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

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

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

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

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

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

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

Revenues and Net Operating Loss

Our operations for the three months ended March 31, 2023, and 2022 were as follows:

Sales

Our sales comprised of BiVi Sicilian Vodka, Bellissima Prosecco and Sparkling Wine, Hooters brand products, and RTF TopPop products. For the three months ended March 31, 2023 and 2022 the sales for these products were $2,014,919 and $4,046,797, respectively, resulting in a 50% decrease of $2,031,878. The primary reason for this decrease was due to the loss of TopPop’s two largest customers in the third quarter of 2022, partially offset by an increase in sales from Iconic.

Cost of Sales

Cost of sales was $1,124,123, or approximately 56% of sales, for the three months ended March 31, 2023 and $2,205,039, or approximately 54% of sales, for the three months ended March 31, 2022. Cost of sales includes the cost of the products purchased from our suppliers, freight-in costs and import duties.

Officers’ Compensation

Officers’ compensation was $204,311 for the three months ended March 31, 2023 and $225,461 for the three months ended March 31, 2022. This decrease of $21,150 was due to an executive officer leaving the Company in the fourth quarter of 2022.

Payroll expenses

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

Fulfillment Costs

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

Professional and Consulting Fees

Professional and consulting fees were $301,782 for the three months ended March 31, 2023, and $536,911 for the three months ended March 31, 2022, a decrease of $235,129.  The decrease was primarily related to fewer independent contractors in 2023 compared to the same period in 2022.

Royalties

We expensed royalties of $52,539 for the three months ended March 31, 2023 compared to $33,231 for the three months ended March 31, 2022, an increase of $19,308. Royalties increased due primarily to an increase in QVC sales in 2023 as compared to 2022.

Selling and Marketing

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

Travel and Entertainment

Travel and entertainment expenses were $74,742 and $87,755 for the three months ended March 31, 2023 and 2022, respectively, a decrease of $13,013, or 15%, between the periods.

Other Operating Expenses

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

Net Operating Loss

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

Other Income (Expense)

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

Net Loss attributable to Noncontrolling Interests in Subsidiaries

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

Net Loss Attributable to Iconic Brands, Inc.

The net loss attributable to Iconic Brands, Inc. was $2,682,659 for the three months ended March 31, 2023 and $3,057,921 for the three months ended March 31, 2022, an increase of $375,262 or approximately 12%. The net loss from Iconic Brands increased primarily because of the items described above.

Liquidity and Capital Resources

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

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

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

Cash Flows

During the three months ended March 31, 2023 and 2022, we had negative operating cash flows. Our cash on hand as of March 31, 2023, was $212,622. We raised $500,000, net of discount, through the issuance of notes payable. If we cannot satisfy our cash needs through our cash flows from operations we will require funding though additional financing activities. Furthermore, of the $3,174,814 of general and administrative expenses, $839,064 was non-cash related and we expect to increase sales in future periods.

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

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

In order to repay our obligations in full or in part when due, we may be required to raise significant capital from other sources and to execute on our business plans for TopPop. There is no assurance that we will be successful in these efforts.

Cash Requirements

Our cash on hand as of June 29, 2023 was approximately $359,000. We anticipate that funding from product sales will not be sufficient to sustain our operations for no longer than three months. We will need to raise funds through debt or equity financing; however, there is no guarantee that we will be successful in these efforts. These conditions raise substantial doubt about our ability to continue as a going concern for a period twelve months from the filing of this Report on Form 10-Q which is June 29, 2023.

Sources and Uses of Cash

Operations

Our net cash used in operating activities for the three months ended March 31, 2023 and 2022 was $681,421 and $5,726,984, respectively, a decrease of $5,045,563. Changes to working capital included increase of $757,696 related to accounts payable and accrued expenses and $548,786 for notes payable, partially offset by a decrease of $243,838 related to accounts receivable, $126,124 decrease related to the current portion of lease liability and a decrease of $119,636 related to inventory. The net loss was further offset by non-cash transactions of $720,888 decrease related to amortization of intangibles, $76,419 decrease related to equity compensation and increase of $162,018 related to depreciation of fixed assets.

Investments

For the three months ended March 31, 2023 and 2022 we used cash for investing activities of $399,612 and $1,833,396, respectively, for the purchase of fixed assets and leasehold improvements.

Financing

Our net cash provided from financing activities for the three months ended March 31, 2023 was $377,129 compared to cash provided of $12,958,680 for the three months ended March 31, 2022.

ITEM 3 Quantitative and Qualitative Disclosures About Market Risk

As a smaller reporting company, we are not required to provide the information required by this Item.

ITEM 4 Controls and Procedures

(a) Disclosure Controls and Procedures

We carried out an evaluation, under the supervision and with the participation of our management, including our Principal Executive Officer and our Principal Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined) in Exchange Act Rules 13a - 15(c) and 15d - 15(e). Based upon that evaluation, our Principal Executive Officer and our Principal Financial Officer concluded that, as of the end of the period covered in this report, our disclosure controls and procedures were not effective because of the material weaknesses in our internal control over financial reporting as described in Item 9A in our Annual Report on Form 10-K for the fiscal ended December 31, 2022, filed with the SEC on March 31, 2023.

Our Principal Executive Officer and our Principal Financial Officer do not expect that our disclosure controls or internal controls will prevent all error and all fraud. Further, a control system, no matter how well conceived and operated, can provide only reasonable, not absolute assurance that the objectives of the system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented if there exists in an individual a desire to do so. There can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.