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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Iconic Brands Inc (CE) | USOTC:ICNB | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.000001 | 0.00 | 01:00:00 |
x
|
ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
o
|
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
NEVADA
|
13-4362274
|
|
(State or other jurisdiction of
incorporation or organization)
|
(IRS Employer
Identification No.)
|
c/o David Lubin & Associates, PLLC
10 Union Avenue
Suite 5
Lynbrook, New York
|
11563
|
|
(Address of principal executive offices)
|
(Zip Code)
|
Title of each class registered:
|
Name of each exchange on which registered:
|
|
None
|
None
|
Large accelerated filer
|
o
|
Accelerated filer
|
o
|
Non-accelerated filer
|
o
|
Smaller reporting company
|
x
|
(Do not check if a smaller reporting company)
|
PART I
|
|||||
ITEM 1.
|
DESCRIPTION OF BUSINESS
|
3 | |||
ITEM 1A.
|
RISK FACTORS
|
7 | |||
ITEM 2.
|
PROPERTIES
|
7 | |||
ITEM 3.
|
LEGAL PROCEEDINGS
|
7 | |||
TEM 4.
|
MINE SAFETY DISCLOSURE
|
7 | |||
PART II
|
|||||
ITEM 5.
|
MARKET FOR REGISTRANT’S COMMON EQUITY; RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|
8 | |||
ITEM 6.
|
SELECTED FINANCIAL DATA
|
12 | |||
ITEM 7.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
12 | |||
ITEM 7A.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
17 | |||
ITEM 8.
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
F-1 | |||
ITEM 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|
18 | |||
ITEM 9A.
|
CONTROLS AND PROCEDURES
|
18 | |||
PART III
|
|||||
ITEM 10.
|
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
20 | |||
ITEM 11.
|
EXECUTIVE COMPENSATION
|
21 | |||
ITEM 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|
23 | |||
ITEM 13.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
|
23 | |||
ITEM 14.
|
PRINCIPAL ACCOUNTANT FEES AND SERVICES
|
24 | |||
PART IV
|
|||||
ITEM 15.
|
EXHIBITS, FINANCIAL STATEMENT SCHEDULES
|
25 | |||
SIGNATURES
|
27 |
Iconic Brands, Inc. and Subsidiary
|
(a development stage company)
|
Consolidated Balance Sheets
|
December 31,
|
December 31,
|
|||||||
2012
|
2011
|
|||||||
Assets
|
||||||||
Current assets:
|
||||||||
Cash and cash equivalents
|
$ | - | $ | - | ||||
Current assets of discontinued operations (see Note 8)
|
- | - | ||||||
Total current assets
|
- | - | ||||||
Total assets
|
$ | - | $ | - | ||||
Liabilities and Stockholders' Deficiency
|
||||||||
Current liabilities:
|
||||||||
Current portion of debt
|
$ | 294,040 | $ | 268,800 | ||||
Accounts payable
|
92,009 | 74,841 | ||||||
Accrued interest on Iconic Brands, Inc. debt
|
77,233 | 47,523 | ||||||
Current liabilities of discontinued operations (see Note 8)
|
3,690,823 | 3,474,043 | ||||||
Total current liabilities
|
4,154,105 | 3,865,207 | ||||||
Long term debt
|
71,869 | 55,381 | ||||||
Long term debt of discontinued operations (see Note 8)
|
1,477,338 | 1,617,144 | ||||||
Series B preferred stock, $2.00 per share stated value; designated 1,000,000 shares,
|
||||||||
issued and outstanding 916,603 and 916,603 shares, respectively
|
1,833,206 | 1,833,206 | ||||||
Total liabilities
|
7,536,518 | 7,370,938 | ||||||
Stockholders' deficiency:
|
||||||||
Preferred stock, $.00001 par value; authorized 100,000,000 shares,
|
||||||||
Series A, designated 1 share, issued and outstanding 1 and 1 shares, respectively
|
1 | 1 | ||||||
Common stock, $.00001 par value; authorized 100,000,000 shares,
|
||||||||
issued and committed to be issued and outstanding 54,361,412 and 54,361,412 shares, respectively
|
544 | 544 | ||||||
Additional paid-in capital
|
8,955,666 | 8,937,524 | ||||||
Accumulated deficit prior to development stage
|
(16,124,330 | ) | (16,124,330 | ) | ||||
Accumulated losses during the development stage period January 1, 2011 to December 31, 2012
|
(368,399 | ) | (184,677 | ) | ||||
Total stockholders' deficiency
|
(7,536,518 | ) | (7,370,938 | ) | ||||
Total liabilities and stockholders' deficiency
|
$ | - | $ | - |
Iconic Brands, Inc. and Subsidiary
|
|||||||
(a development stage company)
|
|||||||
Consolidated Statements of Operations
|
Year Ended
December 31,
|
Development
Stage
Period
January 1, 2011
to December 31,
|
|||||||||||
2012
|
2011
|
2012
|
||||||||||
Continuing operations:
|
||||||||||||
Sales
|
$ | - | $ | - | $ | - | ||||||
Expenses:
|
||||||||||||
Professional fees
|
40,370 | 37,750 | 78,120 | |||||||||
Other general and administrative expenses (including stock-based compensation of $18,142, $18,140, and $36,282, respectively)
|
20,180 | 22,449 | 42,629 | |||||||||
Interest expense on Iconic Brands, Inc. debt (including amortization of debt discounts of $16,488, $16,488, and $32,976, respectively)
|
46,198 | 45,307 | 91,505 | |||||||||
Total expenses
|
106,748 | 105,506 | 212,254 | |||||||||
Loss from continuing operations
|
(106,748 | ) | (105,506 | ) | (212,254 | ) | ||||||
Loss from discontinued operations (see Note 8)
|
(76,974 | ) | (79,171 | ) | (156,145 | ) | ||||||
Net loss
|
$ | (183,722 | ) | $ | (184,677 | ) | $ | (368,399 | ) | |||
Net loss per common share - basic and diluted:
|
||||||||||||
Continuing operations
|
$ | (0.00 | ) | $ | (0.00 | ) | $ | (0.01 | ) | |||
Discontinued operations
|
(0.00 | ) | (0.00 | ) | (0.00 | ) | ||||||
Total
|
$ | (0.00 | ) | $ | (0.00 | ) | $ | (0.01 | ) | |||
Weighted average number of common shares
|
||||||||||||
outstanding - basic and diluted
|
54,361,412 | 54,275,615 | 54,319,546 |
Iconic Brands, Inc. and Subsidiary
|
|||||||||||||||
(a development stage company)
|
|||||||||||||||
Consolidated Statements of Changes in Stockholders' Deficiency
|
|||||||||||||||
Development Stage Period January 1, 2011 to December 31, 2012
|
Series A
Preferred Stock,
|
Common Stock,
$.00001 par
|
Additional
Paid-In
|
Accumulated deficit prior to
Development Stage
|
Accumulated losses during
the development stage period
January 1,
2011 to
December 31,
|
||||||||||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
Capital
|
Period
|
2012
|
Total
|
|||||||||||||||||||||||||
Balance at January 1, 2011 (inception of development stage)
|
1 | $ | 1 | 52,519,307 | $ | 525 | $ | 8,915,903 | $ | (16,124,330 | ) | $ | - | $ | (7,207,901 | ) | ||||||||||||||||
Partial conversion of 8% Promissory Note to common stock
|
- | - | 1,842,105 | 19 | 3,481 | - | - | 3,500 | ||||||||||||||||||||||||
Stock option expense
|
- | - | - | - | 18,140 | - | - | 18,140 | ||||||||||||||||||||||||
Net loss
|
- | - | - | - | - | - | (184,677 | ) | (184,677 | ) | ||||||||||||||||||||||
Balance at December 31, 2011
|
1 | 1 | 54,361,412 | 544 | 8,937,524 | (16,124,330 | ) | (184,677 | ) | (7,370,938 | ) | |||||||||||||||||||||
Stock option expense
|
- | - | - | - | 18,142 | - | - | 18,142 | ||||||||||||||||||||||||
Net loss
|
- | - | - | - | - | - | (183,722 | ) | (183,722 | ) | ||||||||||||||||||||||
Balance at December 31, 2012
|
1 | $ | 1 | 54,361,412 | $ | 544 | $ | 8,955,666 | $ | (16,124,330 | ) | $ | (368,399 | ) | $ | (7,536,518 | ) |
Iconic Brands, Inc. and Subsidiary
|
||||||
(a development stage company)
|
||||||
Consolidated Statements of Cash Flows
|
Year Ended
December 31,
|
Development
Stage
Period
January 1, 2011
to December 31,
|
|||||||||||
2012
|
2011
|
2012
|
||||||||||
Cash flows from operating activities
|
||||||||||||
Net loss
|
$ | (183,722 | ) | $ | (184,677 | ) | $ | (368,399 | ) | |||
Loss from discontinued operations
|
76,974 | 79,171 | 156,145 | |||||||||
Adjustments to reconcile net loss to net cash used in operating activities:
|
||||||||||||
Amortization of debt discounts charged to interest expense
|
16,488 | 16,488 | 32,976 | |||||||||
Stock -based compensation
|
18,142 | 18,140 | 36,282 | |||||||||
Legal, audit and accounting, and consulting fees paid by two lenders on behalf of the Company
|
25,240 | 49,050 | 74,290 | |||||||||
Changes in operating assets and liabilities:
|
||||||||||||
Accounts payable
|
17,168 | (8,000 | ) | 9,168 | ||||||||
Accrued expenses and other current liabilities
|
29,710 | 28,819 | 58,529 | |||||||||
Net cash provided by (used in) operating activities - continuing operations
|
- | (1,009 | ) | (1,009 | ) | |||||||
Net cash provided by (used in) operating activities - discontinued operations
|
- | 784 | 784 | |||||||||
Net cash provided by (used in) operating activities
|
- | (225 | ) | (225 | ) | |||||||
Cash flows from investing activities
|
||||||||||||
Loans from continuing operations to discontinued operations
|
- | - | - | |||||||||
Net cash provided by (used in) investing activities - continuing operations
|
- | - | - | |||||||||
Net cash provided by (used in) investing activities - discontinued operations
|
- | - | - | |||||||||
Net cash provided by (used in) investing activities
|
- | - | - | |||||||||
Cash flows from financing activities:
|
||||||||||||
Increases in debt
|
- | - | - | |||||||||
Repayment of debt
|
- | - | - | |||||||||
Net cash provided by (used in) financing activities - continuing operations
|
- | - | - | |||||||||
Net cash provided by (used in) financing activities - discontinued operations
|
- | - | - | |||||||||
Net cash provided by (used in) financing activities
|
- | - | - | |||||||||
Decrease in cash and cash equivalents
|
- | (225 | ) | (225 | ) | |||||||
Cash and cash equivalents, beginning of period
|
- | 225 | 225 | |||||||||
Cash and cash equivalents, end of period
|
- | - | - | |||||||||
Less cash and cash equivalents of discontinued operations at end of period
|
- | - | - | |||||||||
Cash and cash equivalents of continuing operations at end of period
|
$ | - | $ | - | $ | - | ||||||
Supplemental disclosures of cash flow information:
|
||||||||||||
Interest paid
|
$ | - | $ | - | $ | - | ||||||
Income taxes paid
|
$ | - | $ | - | $ | - | ||||||
Non-cash, operating, investing and financing activities:
|
||||||||||||
Legal, audit and accounting, and consulting fees paid by two lenders on behalf of the Company
|
$ | 25,240 | $ | 49,050 | $ | 74,290 | ||||||
Shares of common stock issued to noteholders in satisfaction of debt and accrued interest
|
$ | - | $ | 3,500 | $ | 3,500 |
Year Ended December 31,
|
||||||||
2012
|
2011
|
|||||||
7% convertible notes and accrued interest
|
685,930 | 650,842 | ||||||
6% convertible notes and accrued interest
|
3,488,900,000 | 3,308,300,000 | ||||||
12% convertible notes and accrued interest
|
9,280,500,000 | 8,438,300,000 | ||||||
10% convertible notes and accrued interest
|
244,540 | 229,496 | ||||||
8% convertible note and accrued interest
|
3,810,752 | 269,383,333 | ||||||
Series B preferred stock owned by Capstone Capital Group I, LLC
|
71,109,620 | 1,163,940,317 | ||||||
Stock Options
|
- | - | ||||||
Warrants
|
14,159,684 | 19,522,184 | ||||||
Total equivalent shares of common stock
|
12,859,410,526 | 13,200,326,172 |
2012
|
2011
|
||||||||
Convertible promissory note, interest at 7%, due September 13, 2014, net of
|
|||||||||
unamortized discount of $28,131 and $44,619, respectively
|
(A)
|
$ | 71,869 | $ | 55,381 | ||||
Loans payable, interest at 0%, due on demand (see Note 9)
|
(C)
|
137,540 | 112,300 | ||||||
Convertible promissory note, interest at 6%, due June 30, 2010 (see Note 9)
|
(B)
|
30,000 | 30,000 | ||||||
Convertible promissory notes, interest at 12%, due June 30, 2010 (see Note 9)
|
(B)
|
70,000 | 70,000 | ||||||
Convertible promissory note, interest at 8% (default rate of 22%), due
|
|||||||||
February 7, 2011 (in default)
|
(A)
|
56,500 | 56,500 | ||||||
Total
|
365,909 | 324,181 | |||||||
Less current portion of debt
|
(294,040 | ) | (268,800 | ) | |||||
Long term debt
|
$ | 71,869 | $ | 55,381 |
Legal fees
|
$ | 5,270 | ||
Audit and accounting fees
|
7,500 | |||
Company’s stock transfer agent
|
10,432 | |||
Consulting fees
|
2,038 | |||
Total
|
$ | 25,240 |
Past due
|
$ | 156,500 | ||
Year ending December 31, 2013
|
- | |||
Year ending December 31, 2014
|
137,540 | |||
Total
|
394,040 | |||
Less debt discounts
|
28,131 | |||
Net
|
$ | 365,909 |
December 31,
2012
|
December 31,
2011
|
|||||||
Convertible note, interest at 7%
|
$ | 23,088 | $ | 16,070 | ||||
Convertible note, interest at 6%
|
4,889 | 3,083 | ||||||
Convertible notes, interest at 12%
|
22,805 | 14,383 | ||||||
Convertible note, interest at 8% (default rate of 22%)
|
26,451 | 13,987 | ||||||
Total
|
$ | 77,233 | $ | 47,523 |
2012
|
2011
|
||||||||
Promissory note, interest at 20%, due January 29, 2009 (in default)
|
$ | 100,000 | $ | 100,000 | |||||
Convertible promissory notes, interest at 10%, due October 25, 2007
|
|||||||||
to November 27, 2007 (in default)
|
(A)
|
75,000 | 75,000 | ||||||
Promissory notes, interest at 13%, due May 31, 2010 (in default)
|
(B)
|
220,000 | 220,000 | ||||||
Due Donald Chadwell (5% stockholder at December 31, 2012), interest at 0%,
|
|||||||||
no repayment terms
|
763,000 | 763,000 | |||||||
Due Richard DeCicco (officer, director and 29% stockholder at December 31,
|
|||||||||
2012) and affiliates, interest at 0%, no repayment terms
|
714,338 | 714,338 | |||||||
Convertible notes, interest at 7% (default rate of 14%), due August 27, 2012
|
|||||||||
to November 27, 2012, net of unamortized discounts of $0 and
|
|||||||||
$10,194, respectively (in default)
|
(A)
|
150,000 | 139,806 | ||||||
Total
|
2,022,338 | 2,012,144 | |||||||
Less current portion of debt
|
(545,000 | ) | (395,000 | ) | |||||
Long term debt
|
$ | 1,477,338 | $ | 1,617,144 |
Past due
|
$ | 545,000 | ||
No repayment terms (due two significant stockholders)
|
1,477,338 | |||
Total
|
2,022,338 | |||
Less debt discounts
|
- | |||
Net
|
$ | 2,022,338 |
December 31,
2012
|
December 31,
2011
|
|||||||
Convertible note, interest at 7%
|
$ | 69,877 | $ | 59,351 | ||||
Promissory note, interest at 20%
|
70,080 | 50,026 | ||||||
Promissory notes, interest at 13%
|
87,736 | 59,058 | ||||||
Convertible promissory notes, interest at 10%
|
47,270 | 39,748 | ||||||
Total
|
$ | 274,963 | $ | 208,183 |
1)
|
24,909 shares were issued to Harbrew Florida stockholders,
|
2)
|
19,634,112 shares valued at $1,963,411 were issued to Company management and employees for services, including 15,972,359 shares to the Company’s Chief Executive Officer, 100,000 shares to the Company’s Chief Financial Officer, and 2,586,753 shares to Donald Chadwell,
|
3)
|
2,086,973 shares valued at $208,697 were issued to Danny DeVito and affiliates for services,
|
4)
|
4,606,307 shares were issued to noteholders in satisfaction of $2,125,625 of debt and $177,529 of accrued interest, and
|
5)
|
1,000,000 shares were issued to Capstone as part of the Termination Agreement.
|
Stock
|
||||||||
Options
|
Warrants
|
|||||||
Outstanding at December 31, 2010
|
1,300,000 | 20,722,184 | ||||||
Granted and Issued
|
- | - | ||||||
Exercised
|
- | - | ||||||
Forfeited/expired/cancelled
|
(300,000 | ) | (1,400,000 | ) | ||||
Outstanding at December 31, 2011
|
1,000,000 | 19,322,184 | ||||||
Granted and issued
|
- | - | ||||||
Exercised
|
- | - | ||||||
Forfeited/expired/cancelled
|
- | (5,162,500 | ) | |||||
Outstanding at December 31, 2012
|
1,000,000 | 14,159,684 |
Date
|
Number
|
Number
|
Exercise
|
Expiration
|
|||||||||
Granted
|
Outstanding
|
Exercisable
|
Price
|
Date
|
|||||||||
January 1, 2008
|
1,000,000 | - | $ | 0.10 |
(a)
|
June 30, 2013
|
|||||||
Total
|
1,000,000 | - |
Date
|
Number
|
Number
|
Exercise
|
Expiration
|
||||||||||
Issued
|
Outstanding
|
Exercisable
|
Price
|
Date
|
||||||||||
March 5, 2008
|
192,500 | 192,500 | $ | 1.00 |
March 5, 2013
|
|||||||||
March 5, 2008
|
192,500 | 192,500 | $ | 1.50 |
March 5, 2013
|
|||||||||
June 10, 2008
|
27,500 | 27,500 | $ | 1.00 |
June 10, 2013
|
|||||||||
June 10, 2008
|
27,500 | 27,500 | $ | 1.50 |
June 10, 2013
|
|||||||||
June 10, 2008
|
25,000 | 25,000 | $ | 1.00 |
December 10, 2013
|
|||||||||
June 10, 2008
|
25,000 | 25,000 | $ | 1.50 |
December 10, 2013
|
|||||||||
June 11, 2008
|
30,000 | 30,000 | $ | 1.00 |
December 10, 2013
|
|||||||||
June 11, 2008
|
30,000 | 30,000 | $ | 1.50 |
December 10, 2013
|
|||||||||
July 2, 2008
|
110,000 | 110,000 | $ | 1.00 |
January 2, 2014
|
|||||||||
July 2, 2008
|
110,000 | 110,000 | $ | 1.50 |
January 2, 2014
|
|||||||||
July 23, 2008
|
50,000 | 50,000 | $ | 1.00 |
January 23, 2014
|
|||||||||
July 23, 2008
|
50,000 | 50,000 | $ | 1.50 |
January 23, 2014
|
|||||||||
August 11, 2008
|
1,000,000 | 1,000,000 | $ | 1.00 |
August 11, 2013
|
|||||||||
August 12, 2009
|
(A)
|
400,000 | 400,000 | $ | 1.00 |
August 12, 2014
|
||||||||
August 12, 2009
|
(A)
|
533,334 | 533,334 | $ | 1.50 |
August 12, 2014
|
||||||||
August 19, 2009
|
1,000,000 | 1,000,000 | $ | 0.01 |
August 19, 2014
|
|||||||||
August 19, 2009
|
1,000,000 | 1,000,000 | $ | 1.00 |
August 19, 2014
|
|||||||||
September 14, 2009
|
200,000 | 200,000 | $ | 1.00 |
September 14, 2014
|
|||||||||
September 14, 2009
|
200,000 | 200,000 | $ | 1.50 |
September 14. 2014
|
|||||||||
January 6, 2010
|
100,000 | 100,000 | $ | 0.22 |
January 4, 2015
|
|||||||||
January 13, 2010
|
100,000 | 100,000 | $ | 0.23 |
January 13, 2015
|
|||||||||
February 8, 2010
|
500,000 | 500,000 | $ | 1.00 |
February 8, 2015
|
|||||||||
February 8, 2010
|
500,000 | 500,000 | $ | 1.50 |
February 8, 2015
|
|||||||||
March 16, 2010
|
2,000,000 | 2,000,000 | $ | 0.25 |
March 16, 2015
|
|||||||||
April 15, 2010
|
1,200,000 | 1,200,000 | $ | 0.20 |
April 15, 2013
|
|||||||||
April 19, 2010
|
4,556,350 | 4,556,350 | $ | 0.20 |
April 14, 2013
|
|||||||||
Total
|
14,159,684 | 14,159,684 |
2012
|
2011
|
|||||||
Revenues
|
$ | - | $ | - | ||||
Cost of goods sold
|
- | - | ||||||
Gross profit
|
- | - | ||||||
Selling, general and administrative expenses
|
- | - | ||||||
Operating income
|
- | - | ||||||
Interest expense (including amortization of debt discounts of $10,194 and $12,572, respectively)
|
76,974 | 79,171 | ||||||
Loss before income tax provision
|
(76,974 | ) | (79,171 | ) | ||||
Income tax provision
|
- | - | ||||||
Loss from discontinued operations
|
$ | (76,974 | ) | $ | (79,171 | ) |
2012
|
2011
|
|||||||
Assets
|
||||||||
Current assets
|
$ | - | $ | - | ||||
Total assets
|
$ | - | $ | - | ||||
Liabilities
|
||||||||
Current portion of debt
|
$ | 545,000 | $ | 395,000 | ||||
Accounts payable
|
1,219,768 | 1,219,768 | ||||||
Accrued interest payable
|
274,963 | 208,183 | ||||||
Other accrued expenses and other current liabilities
|
1,651,092 | 1,651,092 | ||||||
Current liabilities
|
3,690,823 | 3,474,043 | ||||||
Long – term debt
|
1,477,338 | 1,617,144 | ||||||
Total liabilities
|
5,168,161 | 5,091,187 | ||||||
Net liabilities
|
$ | (5,168,161 | ) | $ | (5,091,187 | ) |
For the Period from January 1, 2013 through March 20, 2013
|
||||
Legal fees
|
$ | 2,500 | ||
Audit and accounting fees
|
2,500 | |||
Total
|
$ | 5,000 |
NAME
|
AGE
|
POSITION
|
||
Richard J. DeCicco
|
52
|
Chairman, President and Chief Executive Officer
|
Non-
|
Nonqualified
|
|||||||||||||||||||||||||||||||||
Name
|
Equity
|
Deferred
|
All
|
|||||||||||||||||||||||||||||||
and
|
Stock
|
Option
|
Incentive
|
Compensation
|
Other
|
|||||||||||||||||||||||||||||
Principal
|
Salary
|
Bonus
|
Awards
|
Awards
|
Plan
|
Earnings
|
Compensation
|
Total
|
||||||||||||||||||||||||||
Position
|
Year
|
(US$)
|
(US$)
|
(US$)
|
(US$)
|
(US$)
|
(US$)
|
(US$)
|
(US$)
|
|||||||||||||||||||||||||
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
(f)
|
(g)
|
(h)
|
(i)
|
(j)
|
|||||||||||||||||||||||||
Richard DeCicco
|
2012
|
(1)(2) | ||||||||||||||||||||||||||||||||
President, CEO |
2011
|
(1)(2) | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
1.
|
Pursuant to terms of the Employment Agreement dated January 23, 2007 between Richard DeCicco and the Company (“DeCicco Employment Agreement”), Mr. DeCicco is entitled to an annual salary of $265,000 for a period of five years commencing on January 1, 2008.
|
2.
|
As of December 31, 2011, Mr. DeCicco did not receive any payments from the Company for such salary.
|
3.
|
Pursuant to the Merger Agreement, the Company issued 15,972, 356 shares of common stock to Mr. DeCicco valued at $.10 per share. The shares had an estimated fair value of $1,597,236 on the date of the grant.
|
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
|
|||||||||||||||||||||||||||||||||
OPTION AWARDS
|
STOCK AWARDS
|
||||||||||||||||||||||||||||||||
Name
(a)
|
Number of Securities Underlying Unexercised Options
(#)
Exercisable
(b)
|
Number of Securities Underlying Unexercised Options
(#)
Unexercisable
(c)
|
Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options
(#)
(d)
|
Option Exercise Price
($)
(e)
|
Option Expiration Date
(f)
|
Number of Shares or Units of Stock That Have Not Vested
(#)
(g)
|
Market Value of Shares or Units of Stock That Have Not Vested
($)
(h)
|
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested
(#)
(i)
|
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested
(#)
(j)
|
||||||||||||||||||||||||
Richard DeCicco
|
|||||||||||||||||||||||||||||||||
President, CEO
|
1,000,000
|
(1)
|
0
|
0
|
$
|
0.10
|
06/1/2018
|
600,000
|
0
|
0
|
0
|
Name of Beneficial Owner
|
Amount and Nature of Beneficial Ownership
|
Percent of Class
|
||||||
Richard DeCicco
|
16,375,090 | (1) | 33.04 | % | ||||
Donald Chadwell
|
2,592,982 | 5.23 | % | |||||
Directors and Officers as a group (1 person)
|
16,375,090 | 33.04 | % |
2012
|
$
|
12,500
|
ZBS Group LLP.
|
||
2011
|
$
|
12,500
|
ZBS Group LLP
|
Exhibit No.
|
Documents
|
|
2.1
|
Agreement and Plan of Merger (filed as Exhibit 2.1 to the Current Report on Form 8-K, filed with the Securities and Exchange Commission on June 16, 2009)
|
|
3.1
|
Articles of Incorporation (filed as Exhibit 3.1 to Registration Statement on Form SB-2, filed with the Securities and Exchange Commission on November 30, 2007)
|
|
3.1.1
|
Certificate of Amendment to Articles of Incorporation (filed as Exhibit 3.2 to the Current Report on Form 8-K, filed with the Securities and Exchange Commission on June 16, 2009)
|
|
3.1.2
|
Nevada Articles of Merger (filed as Exhibit 3.5 to the Current Report on Form 8-K, filed with the Securities and Exchange Commission on June 16, 2009)
|
|
3.1.2
|
New York Certificate of Merger (filed as Exhibit 3.6 to the Current Report on Form 8-K, filed with the Securities and Exchange Commission on June 16, 2009)
|
|
3.2
|
Bylaws (filed as Exhibit 3.2 to Registration Statement on Form SB-2, filed with the Securities and Exchange Commission on November 30, 2007)
|
|
4.1
|
Specimen Stock Certificate (filed as Exhibit 3.3 to Registration Statement on Form SB-2, filed with the Securities and Exchange Commission on November 30, 2007)
|
|
4.2
|
Certificate of Designations For The Series A (filed as Exhibit 3.3 to the Current Report on Form 8-K, filed with the Securities and Exchange Commission on June 16, 2009)
|
|
4.3
|
Certificate Of Designations For The Series B (filed as Exhibit 3.4 to the Current Report on Form 8-K, filed with the Securities and Exchange Commission on June 16, 2009)
|
|
4.4
|
Promissory Note made by the Company in favor of Capstone Capital Group I, LLC (filed as Exhibit 10.2 to the Current Report on Form 8-K, filed with the Securities and Exchange Commission on June 16, 2009)
|
|
4.5
|
Promissory Note dated December 2009 made by the Company in favor of Double U Master Fund, L.P., in the principal sum of One Hundred Thousand Dollars ((filed as Exhibit 10.1 to the Current Report on Form 8-K, filed with the Securities and Exchange Commission on December 18, 2009)
|
|
4.6
|
Form of Warrant (filed as Exhibit10.2 to the Current Report on Form 8-K, filed with the Securities and Exchange Commission on August 25, 2009)
|
|
4.7
|
Promissory Note dated January 4, 2010 made by the Company in favor of Marvin Mermelstein in the principal sum of One Hundred Ten Thousand Dollars (filed as Exhibit4.7 to the Amended Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on January 19, 2011)
|
|
4.8
|
Promissory Note dated January 13, 2010 made by the Company in favor of Marvin Mermelstein in the principal sum of One Hundred Ten Thousand Dollars (filed as Exhibit4.8 to the Amended Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on January 19, 2011)
|
|
4.9
|
Certification of Designation of the series A convertible preferred stock
|
|
4.10
|
Certification of Designation of the series B convertible preferred stock
|
|
10.1
|
Purchase Order Agreement dated January 22, 2007 between the Company and Capstone Capital Group I, LLC (filed as Exhibit 10.1 to the Annual Report on Form 10-K, filed with the Securities and Exchange Commission on January 18, 2011)
|
|
10.2
|
Discount Factoring Agreement dated January 22, 2007 between the Company and Capstone Business, LLC (filed as Exhibit 10.2 to the Annual Report on Form 10-K, filed with the Securities and Exchange Commission on January 18, 2011)
|
10.3
|
Termination Agreement (filed as Exhibit 10.1 to the Current Report on Form 8-K, filed with the Securities and Exchange Commission on June 16, 2009)
|
|
10.4
|
Form of Conversion Agreement (filed as Exhibit10.3 to the Current Report on Form 8-K, filed with the Securities and Exchange Commission on June 16, 2009)
|
|
10.5
|
License Agreement dated April 26, 2007 between the Company and Seven Cellos LLC(filed as Exhibit 10.5 to the Annual Report on Form 10-K, filed with the Securities and Exchange Commission on January 18, 2011)
|
|
10.6
|
Addendum To License Agreement dated June 2009 by and between Seven Cellos LLC and Harbrew Imports, Ltd. (filed as Exhibit 10.4 to the Current Report on Form 8-K, filed with the Securities and Exchange Commission on June 16, 2009)
|
|
10.7
|
Reserved
|
|
10.8
|
Employment Agreement dated October 1, 2007 between the Company and DeCicco. (filed with Amended Quarterly Report for June 30, 2010)
|
|
10.9
|
Employment Agreement dated October 1, 2007 between the Company and William Blacker. (filed with Amended Quarterly Report for June 30, 2010)
|
|
10.10
|
Merchandising License Agreement dated June 12, 2009 between the Harbrew Imports Ltd. and Paramount Licensing Inc. (filed as Exhibit 10.10 to the Annual Report on Form 10-K, filed with the Securities and Exchange Commission on January 18, 2011)
|
|
10.11
|
Lease Agreement dated July 12, 2002 between Fred and Joseph Scalamandre, as landlords and Islander Imports and Packaging, Inc., as Tenants (filed as Exhibit 10.11 to the Amended Annual Report on Form 10-Q, filed with the Securities and Exchange Commission on January 19, 2011).
|
|
10.12
|
Exclusive Manufacturing Agreement, dated August 2007, with Fagema Sorrento Delizie Di De Luca Antonino and Scala Antonino (filed as Exhibit 10.12 to the Annual Report on Form 10-K, filed with the Securities and Exchange Commission on January 18, 2011)
|
|
10.13
|
Form of Subscription Agreement (filed as Exhibit 10.13 to the Amended Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on January 19, 2011).
|
|
14.1
|
Code of Ethics (filed as Exhibit 14.1 to the Annual Report on Form 10-K, filed with the Securities and Exchange Commission on February 27, 2009)
|
|
23.1 |
Consent of ZBS Group LLP
|
|
31
|
Certification of Chief Executive Officer and Chief Financial and Accounting Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 *
|
|
32
|
Certification of Chief Executive Officer and Chief Financial and Accounting Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 *
|
Iconic Brands, Inc. | |||
By: |
/s/
Richard DeCicco
|
||
Richard DeCicco
|
|||
President (Principal Executive, Financial and Accounting Officer)
|
1 Year Iconic Brands (CE) Chart |
1 Month Iconic Brands (CE) Chart |
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