UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 1-K

ANNUAL REPORT

ANNUAL REPORT PURSUANT TO REGULATION A OF THE SECURITIES ACT OF 1933

For the fiscal year ended December 31, 2020

iConsumer Corp.

(Exact name of registrant as specified in its charter)

Delaware	27-4286597
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
73 Greentree Drive, #558 Dover, Delaware (Address of principal executive offices)	19904 (Zip Code)

(888) 546-7980
Registrant’s telephone number, including area code 

Series A Non-Voting Preferred Stock
(Title of each class of securities issued pursuant to Regulation A)

In this report, the term “iConsumer” or “the Company” refers to iConsumer Corp.

This report may contain forward-looking statements and information relating to, among other things, the Company, its business plan and strategy, and its industry. These forward-looking statements are based on the beliefs of, assumptions made by, and information currently available to the Company’s management. When used in this report, the words “estimate,” “project,” “believe,” “anticipate,” “intend,” “expect” and similar expressions are intended to identify forward-looking statements, which constitute forward looking statements. These statements reflect management’s current views with respect to future events and are subject to risks and uncertainties that could cause the Company’s actual results to differ materially from those contained in the forward-looking statements. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. The Company does not undertake any obligation to revise or update these forward-looking statements to reflect events or circumstances after such date or to reflect the occurrence.

Item 1.

THE COMPANY’S BUSINESS

Overview

The Company was incorporated in 2010 and began operations in 2015. Since founding, it has not undergone any reorganization or acquisitions. Prior to 2016, the Company had negligible revenues. In 2016, the Company began offering consumers the opportunity to participate as shareholders in a publicly-quoted startup company. They receive rebates from shopping in the form of equity (Series A Non-Voting Preferred shares) in the Company, in addition to being incented for other activities with equity awards, e.g. trying the Company’s downloads and referring other members. As a response to the Covid 19 pandemic, for a period of approximately six months during 2020, the Company offered consumers the opportunity to earn 95% of our commission as cash back rebates in addition to rebates in the form of the Company’s equity.

In order to have a platform that could comply with U.S. securities regulations, the Company filed an offering statement with the Securities and Exchange Commission (“Commission”) under Regulation A promulgated under the Securities Act of 1933, as amended (the “Securities Act”). That offering statement was first qualified in September 2016. The Company’s most recent offering under Regulation A was qualified on March 10, 2021, subsequent to the date of the financial statements presented in this report.

As of December 31, 2019 and December 31, 2020, the Company had approximately 60,000 and 68,000 members, respectively.

The Company’s preferred equity are quoted on the OTC Pink market under the symbol RWRDP.

Principal Products and Services

The Company provides its members the opportunity to experience ownership of a company quoted on the over-the-counter market (iConsumer). The Company generates revenue by providing an online shopping portal with associated browser extensions and mobile apps where the Company’s members can shop at approximately 2,300 participating retailers worldwide. The retailers pay the Company commissions and advertising fees in exchange for members’ shopping. In turn, the Company rebates a portion of its revenues to its members in the form of equity and, during the first eight months of 2019 and from April, 2020 through October, 2020 as a response to the coronavirus pandemic, as a cash rebate. In 2019 and 2020, revenue from advertising was negligible.

The Company launched its online shopping services to the general public in a testing mode on June 19, 2015. From that date until December 23, 2017, it offered rebates in the form of its equity and cash. On December 23, 2017, the Company transitioned from offering cash rebates to offering Bitcoin rebates. On November 12, 2018, the Company transitioned back to offering cash rebates. It retained the ability to fulfill its cash obligation to a member by remitting Bitcoin instead of cash, at the member’s option. On August 1, 2019 the Company ceased offering cash rebates and began only offering equity rebates. In April, 2020, in response to the coronavirus pandemic, the Company began offering 95% of our commission as cash rebates in addition to offering equity rebates. In October, 2020, the Company ceased offering cash rebates.

1 

The Incentive Program

The Company provides its members the opportunity to experience the ownership in a company quoted on the over-the-counter market (iConsumer). To facilitate that, consumers are incented to utilize the services of iConsumer to earn rebates and save money via coupons and “deals” whenever they shop at participating retailers. The retailers pay iConsumer for this service, and iConsumer shares those payments with its members as a rebate.

The incentive is delivered as a rebate consisting of RWRDP – iConsumer’s traded equity. At times in the past, the rebate also included cash or Bitcoin. The Company only promotes and issues shares (“no-fee shares”) to members during the period when it has an Offering Statement that is qualified by the Commission, such Offering Statement remains qualified, and upon each member’s execution of a subscription agreement, as well as their compliance with other requirements as set out in the Company’s terms of service. The rebate percentage (typically the rebate is a percentage of the purchase amount) is displayed to the user on iConsumer’s web site, in its apps, or as a banner on the retailer’s site prior to the user making a purchase. The price used for this calculation is the price of the stock as set forth in the offering statement that is qualified as of the date of purchase.

The rebate percentage varies from retailer to retailer and is set by iConsumer. iConsumer may vary the rebate percentage and the number of shares earned per purchase at its sole discretion.

The Company continues to have a Bitcoin denominated liability to consumers who earned Bitcoin during prior periods but have not yet transferred those Bitcoin earnings to a personal Bitcoin cryptocurrency wallet. As of December 31, 2019 and December 31, 2020 that liability was $54,798 and $285,139, respectively.

The Company allows members to request the remittance of any cash back rebates owed to them in the form of Bitcoin. The Company holds approximately one month’s anticipated demand for Bitcoin in a wallet or in an account on an exchange.

As of April 18, 2021, the Company believes it currently holds sufficient Bitcoin to meet anticipated redemption needs through May 30, 2021. Should it have underestimated redemption demand, it will need to purchase additional Bitcoin in the market at market prices. 

Until such time as a member requests, and the Company completes, a transfer of Bitcoin to the member’s wallet or exchange account, ownership of the Bitcoin does not pass to the member. The Company does not allocate a specific purchase of Bitcoin to a specific member. The Company’s Bitcoin is an asset of the Company and may be used for any purpose it deems appropriate.

The Company intends to keep Bitcoin purchases at a minimum to reduce security concerns. It may use futures contracts to protect against upward price movements of Bitcoin.

An example (incentives change frequently, and are subject to a current Offering Statement) follows:

Jody learns about iConsumer from her friend George. When Jody becomes an iConsumer member and makes her first purchase from a participating retailer, iConsumer awards her and George each 100 shares of equity.

After approximately 75 days have passed (to allow for returns, processing, and payment), Jody may instruct iConsumer to transfer her shares to the transfer agent.

As of December 31, 2020, iConsumer had issued and transferred 6,211,024 shares to approximately 2,702 shareholders due to their shopping and referral activity.

2 

Market

The Company’s target market encompasses all online shoppers, with the target generally being those shoppers located in the United States. With the transition from cash rebates to Bitcoin rebates, the Company expanded its potential market worldwide. By transitioning back to cash rebates from Bitcoin rebates, while retaining Bitcoin-based fulfillment of any cash obligation, the Company retained the ability to appeal to users outside the United States. The transition to solely equity rebates in August, 2019 reduced the Company’s appeal outside of the United States. While the Company has no direct competitors utilizing equity ownership as an incentive, the Company’s indirect competitors include companies that offer cash back or frequent flyer miles or points as incentives for their shopping behavior. Those indirect competitors estimate that they have nearly 100 million global users, and those shoppers located in the United States are the target of the Company’s marketing efforts.

The Company uses social media, PR, display and other forms of paid and unpaid advertising to attract new members to its site. The marketing strategy includes “influencers” such as bloggers, writers, and other outlets reachable through social media and public relations. The Company uses its own members to spread the word about the advantages of the Company’s offering.

A further source of potential customers is the people who have expressed interest in the Company’s offering of shares through its offering under Regulation A.

Competition

The Company’s indirect competitors include Rakuten, Shopathome, RetailMeNot, MyPoints, CouponCabin, Brads Deals, Honey, and swagbucks. iConsumer offers the same ability to save money shopping by offering coupons but differentiates itself by additionally offering its members the ability to earn ownership in the Company through the acquisition of shares. This further incentivizes members to prefer iConsumer’s offering and to encourage their friends to do the same.

Participating Merchants

Through an agreement with Outsourced Site Services, LLC (“OSS”), an affiliated company, iConsumer represents approximately 2,300 retailers, providing cash back and equity back and coupon-based savings to consumers when they shop at these retailers. OSS personnel are responsible for attracting and maintaining those relationships. iConsumer pays OSS a fee based on revenues for this service. OSS provides similar services to iGive.com Holdings, LLC, an affiliated company.

Research and Development

The Company is licensing technology developed by its affiliate OSS and has not yet made any expenditures on research and development.

Employees

The Company has no directly paid employees. Its management and operations are provided by the affiliated company OSS, as described in “Interest of Management and Others in Certain Transactions.”

Intellectual Property

iConsumer has a copyright on its web site, applications, and other computer software. It has received trademark registrations for iConsumer, the logo, and related marks. The technology upon which the Company is relying for its operations is owned by OSS and licensed to iConsumer.

Litigation

The Company is not involved in any litigation.

The Company’s Property

The Company does not own any real estate or significant real assets. The Company owns, to the extent permitted by law and end-user agreements, the data generated by its members, and about its members. The cost of creating this data is reflected as expenses in the Company’s financial statements. The value of these assets is not reflected in the financial statements.

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Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion of our financial condition and results of operations should be read in conjunction with our financial statements and the related notes included in Item 7 of this report. The following discussion contains forward-looking statements that reflect our plans, estimates, and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Unless otherwise indicated, latest results discussed below are as of December 31, 2020.

The Company is in an early stage of development. Operations prior to January 2016 produced minimal revenues.

The Company earns revenues through offering advertising on its website, its member-focused emails, alerts and notifications in its apps, and primarily through agreements with customers (primarily retailers) for web traffic and sales referred through the iConsumer.com website and apps (commission revenue).

The Company recognizes revenue in accordance with FASB ASC 606. Revenues from advertising were negligible in 2019 and 2020.

The Company “marks to market” its unhedged Bitcoin assets and liabilities, in accordance with FASB ASC 820. It utilized the closing price of Bitcoin on the Gemini Bitcoin Exchange on December 31, 2020. The Company has unhedged Bitcoin liabilities resulting from providing member Bitcoin back rebates in prior periods. The resulting gain or loss on that liability is reported separately as unrealized gain or loss.

Beginning in June 2015, the Company began to earn commission revenue by directing members to participating retailers. Measurable revenue from operations began in January 2016.

Throughout 2019 and 2020, the Company launched improved generations of its mobile apps for Apple IOS and Android. It also launched updated versions of its browser extension - the iConsumer Button, for Chrome, Safari, Firefox, and Edge. Regular releases of the apps and the Button have occurred during that time. These technologies are provided under the license agreement with OSS, outlined more fully below.

In order to have a platform that could comply with U.S. securities regulations, the Company filed an offering statement with the Commission under Regulation A promulgated under the Securities Act of 1933, as amended (the “Securities Act”). That offering statement was first qualified in September 2016 and the Company began an offering under Regulation A. It began issuing and transferring shares of its Series A Non-Voting Preferred Stock to its members and selling equity for cash.

The Company launched an offering of convertible debt under Rule 506(c) of Regulation D promulgated under the Securities Act in September 2017. As of December 31, 2017 the offering was closed. The Company had raised $154,721 in that offering. That debt issued in that private placement began to mature in 2020. The Company redeemed $16,500 of those notes. Under the terms of the notes, the Company could extend the maturity date of those notes. The Company and five note holders mutually agreed to extend the maturity dates into 2021. The note holders agreed to accept RWRDP at the then effective offering price in lieu of cash for their interest payments.

See “—Liquidity and Capital Resources.”

The Company filed a new offering statement on Form 1-A for its second Regulation A offering on January 29, 2018. The offering price for its Series A Non-Voting Preferred Stock changed to $0.15 per share under this filing. On June 13, 2018 the Commission qualified the Company’s offering statement. On June 14, the Company began awarding shares again. This offering is a continuous offering and remained open as of December 31, 2019 and December 31, 2020. As of December 31, 2019, it had closed on cash investments in that offering from 732 individuals, representing $257,506 of invested capital. As of December 31, 2020, it had closed on cash investments in that offering from an additional 579 individuals, representing $123,525.14 of invested capital. As of December 31, 2020, two entities received stock under the offering valued at $200,000 in exchange for services.

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The primary factors affecting gross income (revenue) are the number of users of the Company’s services (members), the amount each member spends, and the commission rates paid by participating retailers. By adjusting the percentage of the gross income and/or equity shared with the member in the form of rebates, the Company can affect the amount of gross income earned. Generally, the higher the percentage, the more likely a member will make a transaction that generates revenue. 

The Company must update its currently open offering at least once yearly and the Commission must re-qualify it for it to remain open and effective. Among other things, an open and qualified offering allows the Company to offer its equity as an incentive.

On August 1, 2019 the Company transitioned to providing newly earned rebates solely in the form of the Company’s equity. As part of that transition, it changed the offering price of its Series A Non-Voting Preferred Stock to $0.18 per share. Alternatively, the Company may file a new offering statement. Subsequent to December 31, 2020, the Company filed and the Commission qualified a new offering in which the Company is offering shares of its Series A Non-Voting Preferred Stock at a price of $0.25 per share.

In March, 2020 the coronavirus pandemic began to affect the Company’s operations. It was unclear as to whether or not the Company could survive the shutdown of the U.S. economy that ensued. In April, 2020 the Company responded, in part, by reinstituting 95% cash back rebates, in addition to continuing equity back rebates. Other responses included, but were not limited to, reducing or changing marketing expenditures, eliminating travel, and reducing most other expenses. It received a Small Business Administration Economic Impact Disaster Loan (“EIDL”) for $60,000 and an EIDL grant for $5,000.

The 95% reduction in the net cash generated by each transaction (as a result of 95% of the Company’s commission being rebated to the member) was unsustainable with the resources available. On October 23, 2020, the company returned to rewarding purchases solely with the Company’s equity.

Gross profit is gross income less the direct costs of that income (i.e., rebates). Rebates may have cash (including Bitcoin when applicable) and non-cash components. The non-cash component reflects the estimated fair value, as reflected in the most current offering circular, of the preferred stock to be transferred to the member as the earned rebate. The Company focuses on the cash component of its gross profit as the best indicator of results. 

The amount spent on marketing is likely to be larger in relation to the number of members in the earlier days of operations, decreasing as the number of members grows.

The technology used by iConsumer to operate its website is licensed from OSS, where it has been used for 23 years for the operations of iGive, a business that caters to online shoppers who are interested in helping non-profits. iConsumer receives services from OSS, which include hosting, servers, support, internet connectivity, and interconnections with retailers. OSS also provides marketing, management, and accounting services. OSS also employs and compensates Robert Grosshandler who is key to the Company’s successful operation.

These services are provided pursuant to an Amended and Restated Software License and Services Agreement dated May 25, 2016, between OSS and the Company (the “License Agreement”). The provisions of the License Agreement with OSS will significantly affect the Company’s financial results. Under the License Agreement, the Company pays 20% of its gross revenue to OSS. The License Agreement provides that in the event the Company wishes to assume responsibility for the support services provided by OSS, it can do so upon at least six months’ notice. In that event, the Company will pay 5% of its gross revenues to OSS, which would likely change the Company’s gross margins and profitability. In the event the Company decides to provide for itself the support services provided by OSS, the Company’s gross margins and profitability are likely to change, and the current results of operations may not be indicative of what they would be if the Company provided for its own support services.  

As a response to the pandemic, in March, 2020 OSS began to waive the fees due it from the Company. Those fees continue to be waived as of the date of this report.

5 

Results of Operations

Twelve Months ended December 31, 2019 Compared to Twelve Months ended December 31, 2020

Revenues for the twelve months ended December 31, 2020 were $198,392, an increase from revenues of $177,791 in the same period in 2019, reflecting the effects of increasing the equity reward and cash back percentages as a response to the pandemic. Increasing the percentage and using cash back as a reward increases the incentive for users to shop. Revenues were primarily composed of commissions from retailers. Revenue in 2020 included a $5,000 pandemic-related grant from the U.S. Government.

A portion of the Company’s expenses were in the form of preferred stock, a non-cash item. The stock was valued at $0.15 per share between January 1, 2019 and July 31, 2019 and $0.18 per share thereafter. The value reflects the price paid by third party purchasers in the Regulation A offering.

A portion of the Company’s expenses were in the form of Bitcoin, a cryptocurrency. Bitcoin was valued as of the day the expense was incurred, based upon the closing price for that day on the Gemini Bitcoin Exchange.

The Company’s cost of revenues for 2020 amounted to $405,939, compared to $237,431 in 2019. Cost of revenues for 2020 included $294,049 in preferred stock, an increase from $178,515 in 2019. As a response to the pandemic the Company introduced 95% cash back, reducing the cash it realized from each transaction to 5% of the Company’s commission.

Operating expenses were $714,420 in 2020, compared to $447,201 in 2019. The primary components of operating expenses were as follows:

· Marketing expense increased to $404,209 from $236,614, reflecting the Company’s increased use of its equity as part of its marketing efforts. The member stock awards included as a marketing expense – a non-cash item (member rewards for joining and referring other shoppers, as well as equity in exchange for marketing related services) — were $269,826, an increase from $93,269 in 2019. The Advertising and Promotion expense was $134,203, a decrease from $143,345 in 2019. Marketing expense did not include expenses related to the Company’s offering under Regulation A. Expenses related to the offering were capitalized to prepaid expenses and are charged against shareholders’ equity when the offering is closed.

· Fees to OSS were $2,740 in 2020, a decrease from fees of $35,558 in 2019. This reflected the waiving of fees by OSS due to the pandemic. This affiliated company (owned by Mr. Grosshandler) provides most of the services needed to operate iConsumer. Most specifically, the overheads of creating member-oriented marketing campaigns and the overhead of managing the network of approximately 2,300 retailers are borne by OSS. Additionally, all of the costs of developing and operating the technology are the responsibility of OSS. In accordance with the agreement with OSS, the expense is calculated as 20% of gross revenues. If iConsumer was not using OSS to provide these services, the results of its operations might be significantly different.

· Legal fees for 2020 were $3,258, compared to $10,861 in 2019, primarily as a result of reduced regulatory requirements.

· Accounting fees were $34,000 in 2020, compared to $38,900 in 2019.

· Stock issuance fees decreased from $34,431 in 2019 to $16,626 in 2019, primarily due to decreases in the number of members requesting the issuance and transfer of their stock.

Other expenses included $206,803 of the unrealized loss on the change in value of the BTC iConsumer owes to members earned in prior periods. iConsumer marked to market its BTC liability as of December 31, 2020.

As a result of the foregoing factors, the Company recorded a net loss of $921,967 in 2020, compared to a net loss of $506,841 in 2019.

6 

Liquidity and Capital Resources

As of the date of this report, iConsumer has a low level of liquid assets. The Company is completely dependent on the proceeds from a continuing offering of equity securities under Regulation A and support from affiliated companies to execute its plan of operations. The Company received an Economic Injury Disaster Loan (“EIDL”) from the Small Business Administration for $60,000. Other than the EIDL loan, it has no debt, other than the Convertible Promissory Notes, outside of its obligations to remit earned cash back or Bitcoin to members when due, and no obligations to make any capital expenditures. The Company has no bank lines or other financing arranged. The Company currently has an offering statement qualified under Regulation A for the sale of its preferred securities.

The Company has applied for another EIDL pandemic-related loan offered by the U.S government. The Company does not expect that, if it receives any such loan, it will be sufficient to allow “business as usual”.

The Company received a cash investment in its Reg. A offering from a single investor of $100,000 late in 2020. That investment cleared escrow subsequent to December 31, 2020.

Trend Information

The coronavirus pandemic that began in March, 2020 has exacerbated the trends outlined herein.

The Company is reliant on the economic trends affecting online shopping in the United States. The migration of retail shopping from physical locations to the internet continues and is expected to continue into the foreseeable future. The Company believes that this trend is positively affecting its growth.

Amazon continues to enjoy a significant share of that online retail growth. The Company has a relationship with Amazon. The revenues from that relationship are significant.

Retailers that rely primarily on physical locations are under significant economic pressure. Many of them are going through, or will go through, bankruptcy proceedings. The Company has relationships with some of those retailers. The Company will be negatively affected to a greater or lesser degree by retailer defaults. Mitigating that trend is the fact that their customers are migrating to companies with which the Company already does business.

The credit risk associated with retailer bankruptcies is mitigated in two ways. First, the Company’s service providers monitor those risks, and seek deposits and advance payments from retailers they deem risky. Second, the Company does not owe rebates to its members unless the revenues those rebates are calculated upon are received.

The Company utilizes online advertising to attract new members. Online advertising continues to grow as a percentage of the advertising market. The cost of the Company’s advertising is subject to change, both up and down, depending on the state of the advertising market.

Consumers’ internet use, and especially mobile internet use, continues to grow. The Company believes this increase can result in more member growth. Navigating the transition from desktop to mobile internet use presents challenges for the Company. The Company utilizes technology partners that continue to invest heavily in platforms that are intended to make the Company’s offerings attractive to existing members and prospective members who use the internet from mobile devices.

The cost and difficulty of hiring or retaining qualified employees continues to increase. While the Company does not have any direct employees, it is dependent on its service partners’ abilities to attract and retain employees. The Company believes that its ability to operate virtually will help to mitigate the increased employee challenge.

7 

The Company’s ability to raise money is affected by the stock market, and in particular, the acceptance of companies using Regulation A as amended under the 2012 JOBS Act.

The alternative markets (e.g. OTC) continue to revise their standards for quotation. Those revisions may make it harder or more expensive for the Company to obtain or maintain a market for its securities.

The adoption of new mobile wireless technologies such as 5G, continue to make mobile usage of the Company’s offerings more likely.

Alternative blockchain-based competitors are beginning to appear in non-U.S. markets. The Company expects blockchain-based competitors, including Rakuten, to enter the U.S. market at some point.

Subsequent to the date of the financial statements presented in this report, vaccines to prevent Covid-19 began to be available and additional financial stimulus was injected into the economy, with the promise of more economic stimulus in future months. The Company expects to see a resurgence of consumer buying behavior as a result.

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Item 3.

DIRECTORS, EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES

The Company’s sole officer and director is Robert Grosshandler. He is occupied full-time on the Company’s business, but is employed by an affiliate of the Company as described in “The Company’s Business – Employees.” The Company does not currently employ any “significant employees” as defined by the Commission.

Name	Position	Age	Term of office
Executive officer
Robert N. Grosshandler	President	65	Indefinitely from December 2010
Director
Robert N. Grosshandler		65	Since December 2010

Robert N. Grosshandler, President

Robert Grosshandler has been President of the Company since its inception. In 1997, he founded iGive.com, a company that helps consumers raise money for charities by shopping online. He founded iGive and has acted as CEO of iGive from that date to the present. iGive today helps 350,000 consumers contribute to 35,000 charities. He is also founder and CEO of OSS. Between 1976 and 1981 Mr. Grosshandler participated in real estate and industrial workouts. In 1981, he co-founded The SOFTA Group, Inc., which grew to 160 employees when it was sold in 1993.In 1995 he founded and sold a company to a West Coast integrated circuit manufacturer.

Compensation of Directors and Executive Officers

iConsumer has not yet paid or agreed to pay its officers or directors. Currently, Mr. Grosshandler is compensated by OSS and their services are provided to iConsumer under the License Agreement. See Item 5 of this report, “Interest of Management and Others in Certain Transactions.”

In the future the Company will have to pay its officers, directors and other employees, which will impact the Company’s financial condition and results of operations, as discussed in “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” The Company may choose to establish an equity compensation plan for its management and other employees in the future. 

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Item 4.

SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITYHOLDERS

The following table sets out, as of December 31, 2020, the securities of the Company that are owned by executive officers and directors, and other persons holding more than 10% of the Company’s voting securities, or having the right to acquire those securities.

Title of class	Name and address of beneficial owner	Amount and nature of beneficial ownership	Amount and nature of beneficial ownership acquirable	Percent of class
Common Stock	Robert N. Grosshandler 2724 Simpson Street Evanston, IL 60201	100,000,000 Direct ownership	N/A		100	%
Series A Non-Voting Preferred Stock	Robert N. Grosshandler 2724 Simpson Street Evanston, IL 60201	39,142,244 Direct ownership; Mr. Grosshandler disclaims beneficial ownership of shares held by family members	N/A		34.8	%
Series A Non-Voting Preferred Stock	Sanford D. Schleicher 2834 Dehne Rd Northbrook, IL 60062	12,000,000 Direct ownership;  4,000,000 Dehne Trust #1 beneficial ownership;  4,000,000 Dehne Trust #2 beneficial ownership	N/A		17.8	%

Item 5.

INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS

Software License and Services Agreement with Outsourced Site Services

The technology used by iConsumer to operate its website is licensed from OSS, where it has been used for 23 years for the operations of iGive, a business that caters to online shoppers who are interested in helping non-profits. iConsumer receives services from OSS, which include hosting, servers, support, internet connectivity, and interconnections with retailers. OSS also provides marketing, management, and accounting services. OSS employs Robert Grosshandler.

These services are provided pursuant to the License Agreement. Under the License Agreement, the Company pays 20% of its gross revenue to OSS. The License Agreement provides that in the event the Company wishes to assume responsibility for the support services provided by OSS, it can do so upon at least six months’ notice. In that event, the Company will pay 5% of its gross revenues to OSS.  Both iGive and OSS are 100% owned by Robert Grosshandler.

Beginning in March, 2020, and through the date of this report, because of the pandemic, OSS has waived its fees indefinitely.

Item 6.

OTHER INFORMATION

Not applicable.

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Item 7.

FINANCIAL STATEMENTS

iCONSUMER CORP.

FINANCIAL STATEMENTS

AS OF AND FOR THE YEARS ENDED

DECEMBER 31, 2020 AND DECEMBER 31, 2019

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INDEPENDENT AUDITORS’ REPORT 

To the Board of Directors

iConsumer Corp.

Evanston, Illinois

We have audited the accompanying financial statements of iConsumer Corp., which comprise the balance sheets as of December 31, 2020 and 2019, and the related statements of operations, changes in stockholders’ equity (deficit), and cash flows for the years then ended, and the related notes to the financial statements.

Management’s Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free for material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risk of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of iConsumer Corp., as of December 31, 2020 and 2019, and the results of its operations and cash flows for the years then ended in accordance with accounting principles generally accepted in the United States.

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Emphasis of Matter Regarding Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 4 to the financial statements, the Company has not generated significant revenues or profits since inception, and has sustained net losses of $921,967 and $506,841 for the years ended December 31, 2020 and 2019, respectively. Those conditions raise substantial doubt about its ability to continue as a going concern. Management’s evaluation of the events and conditions and management’s plans regarding those matters are also described in Note 4. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Our opinion is not modified with respect to that matter.

Wipfli LLP

/s/ Wipfli LLP

April 28, 2021

Minneapolis, MN

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iConsumer Corp.

BALANCE SHEETS

Years Ended December 31, 2020 and December 31, 2019  

	12/31/2020			12/31/2019
ASSETS
Current Assets
Accounts Receivable	$	21,564		$	11,543
Due from Escrow Agents		100,198			358
Bitcoin		826			991
Prepaid Expenses		120,000			5,839
Total Current Assets		242,588			18,731
TOTAL ASSETS	$	242,588		$	18,731
LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)
Liabilities
Current Liabilities
Accounts Payable	$	56,056		$	134,897
Checks Written in Excess of Cash		39,578			31,805
EIDL Loan Payable, Current		1,190			0
Member Bitcoin Payable		285,139			54,798
Convertible Notes Payable, Net		145,257			127,533
Member Cash Back Payable		199,327			127,211
Total Current Liabilities		726,547			476,244
Non-Current Liabilities
Convertible Notes Payable		0			11,000
EIDL Loan Payable		60,027
Due to Related Parties		298,205			338,535
Total Non-Current Liabilities		358,232			349,535
Total Liabilities		1,084,779			825,779
Stockholders' Equity (Deficit)
Paid in Capital		2,667,488			1,783,390
Retained Earnings (Deficit)		(3,721,919	)		(2,799,952	)
Common Stock 150,000,000 authorized, $0.001 par, 100,000,000 issued and outstanding at December 31, 2020 and December 31, 2019		100,000			100,000
Series A Non-Voting Preferred Stock 250,000,000 authorized, $0.001 par, 112,239,898 and 109,513,701 issued & outstanding at December 31, 2020 and December 31, 2019		112,240			109,514
Total Equity (Deficit)		(842,191	)		(807,048	)
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)	$	242,588		$	18,731

14

iConsumer Corp.

STATEMENTS OF OPERATIONS

Years Ended December 31, 2020 and December 31, 2019

	12/31/2020			12/31/2019
Revenues:
Commissions from Merchants	$	193,392		$	167,507
Miscellaneous Income		5,000			10,284
Total Revenues		198,392			177,791
Cost of Revenue
Member Cash Back Rebate		111,880			58,788
Member Bitcoin Back Rebate		10			128
Member Stock Back Rebate		294,049			178,515
Total Cost of Revenue		405,939			237,431
Gross Profit (Loss)		(207,547	)		(59,640	)
Operating Expenses
Accounting		34,000			38,900
Development		2,925			0
Interest Expense		39,644			42,966
Legal Fees		3,258			10,861
Marketing
Member Stock Awards		269,826			93,269
Advertising & Promotion		134,203			143,345
Membership Expenses		1,630			1,003
Trade Show Expense		-			14,200
OSS Service Fee, a related party		2,740			35,558
Other Professional Fees		2,765			7,395
Stock Issuance Fees		16,626			34,431
Unrealized Loss on unhedged BTC		206,803			25,273
Total Operating Expenses		714,420			447,201
Net Loss	$	(921,967	)	$	(506,841	)

15

iConsumer Corp.

STATEMENTS OF CASH FLOWS

Years Ended December 31, 2020 and December 31, 2019

	12/31/2020			12/31/2019
OPERATING ACTIVITIES
Net Loss	$	(921,967	)	$	(506,841	)
Adjustments to reconcile Net Loss to net cash provided by operations:
Shares Earned by Members		563,875			271,784
Non-Cash Interest Expense		23,118			29,563
Stock issued for services performed		65,000
Changes in Operating Asset & Liabilities
Bitcoin		165			(359	)
Accounts Receivable		(10,021	)		(2,180	)
Accounts Payable		(63,841	)		63,685
Prepaid Expenses		5,839			6,495
Member Cash Back Payable		72,116			4,632
Member Bitcoin Payable		230,341			22,996
Net cash used in Operating Activities		(35,375	)		(110,225	)
FINANCING ACTIVITIES
Proceeds from Issuance of Convertible Notes Payable		106			1,117
Reduction (Increase) in Receivable from Escrow Agency		(99,840	)		1,401
Checks Written in Excess of Cash		7,773			5,188
Proceeds from EIDL Loan		61,217			0
Decrease in Due to Related Party		(40,330	)		70,045
Repayment of Convertible Note Principal		(16,500	)		0
Proceeds from Issuance of Preferred Stock		122,949			32,474
Net cash provided by Financing Activities		35,375			110,225
Net cash increase (decrease) for period		0			0
Cash at beginning of period		0			0
Cash at end of period	$	0		$	0

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STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)

Years Ended December 31, 2020 and December 31, 2019

									Additional						Total
	Common Stock				Preferred Stock				Paid-In						Stockholder's
	Number of		Amount		Number of		Amount		Capital			Accumulated			Equity
	Shares		Par .001		Shares		Par .001		(Deficit)			Deficit			(Deficit)
Balance at December 31, 2018    (Audited)		100,000,000	$	100,000		108,505,205	$	108,505	$	1,480,141		$	(2,293,111	)	$	(604,465	)
Stock Distributed to Investors						193,647	$	194	$	32,280					$	32,474
Stock Distributed to Members						814,848	$	815	$	(815	)				$	0
Stock Earned by Members									$	271,784					$	271,784
Net Loss												$	(506,841	)	$	(506,841	)
Balance at December 31, 2019    (Audited)		100,000,000	$	100,000		109,513,700	$	109,514	$	1,783,390		$	(2,799,952	)	$	(807,048	)
Stock Distributed to Investors						683,051	$	683	$	122,266					$	122,949
Stock Distributed to Members						765,370	$	765	$	(765	)				$	0
Stock Distributed for Services						1,277,777	$	1,278	$	198,722					$	200,000
Stock Earned by Members									$	563,875					$	563,875
Net Loss												$	(921,967	)	$	(921,967	)
Balance at December 31, 2020    (Audited)		100,000,000	$	100,000		112,239,898	$	112,240	$	2,667,488		$	(3,721,919	)	$	(842,191	)

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iConsumer Corp.

NOTES TO THE FINANCIAL STATEMENTS

For the Years Ended December 31, 2020 and 2019

NOTE 1: NATURE OF OPERATIONS

iConsumer Corp. (the “Company”), is a corporation organized December 16, 2010 under the laws of Delaware.   The Company was formed to provide money saving services to consumers through a website that is designed to be searchable and discoverable by Google.  On June 19, 2015 it began “test the waters” operations to determine product and service viability for a new service aimed at providing consumers cash back rebates based upon their shopping at participating retailers.  As of December 31, 2015, it had not generated significant revenue.

Measurable revenue from operations began in January 2016. In 2016, the Company’s offering statement was qualified by the Securities and Exchange Commission (“SEC”) under Regulation A promulgated under the Securities Act of 1933, as amended (the “Securities Act”), and the Company became fully operational.

On June 13, 2019 the SEC requalified the Company’s offering statement under Regulation A. On August 1, 2019 the offering price was changed to $.18 per share and the minimum investment was changed to $1,000 for cash investors.

On October 2, 2019 the Company changed the minimum investment amount to $10,000 for non-iConsumer members, and $180 for iConsumer members.

On June 13, 2020 the SEC requalified the Company’s offering statement under Regulation A. On March 10, 2021, subsequent to the date of these financial statements, the SEC qualified the Company’s offering statement under Regulation A. The Company changed the offering price to $.25 per share.

The Company’s stock is highly illiquid and the price highly volatile, and is likely to remain so for the foreseeable future.

Through August 1, 2019 the Company offered rebates in the form of cash and RWRDP, the Company’s traded equity. On August 1, 2019 the Company began to offer only RWRDP as a rebate.

On March 1, 2020 as a result of the pandemic, the Company resumed offering cash back rebates, in addition to rebates in the form of RWRDP. On October 23, 2020, the company ceased offering cash back rebates.

The Company is dependent upon additional capital resources for the continuation of its planned principal operations and is subject to significant risks and uncertainties including failing to secure additional funding to fully operationalize the Company’s planned operations.

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America (GAAP) and Article 8 of Regulation S-X of the rules and regulations of the SEC.

The Company adopted the calendar year as its basis of reporting. 

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.

Cash Equivalents

Cash equivalents can include time deposits, certificate of deposits, and all highly liquid debt instruments with original maturities of three months or less.

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Accounts Receivable and Allowance for Doubtful Accounts

Accounts receivable are carried at their estimated collectible amounts. Accounts receivable are periodically evaluated for collectability based on past credit history with clients and other factors. Provisions for losses on accounts receivable are determined on the basis of loss experience, known and inherent risk in the account balance and current economic conditions.  There are no allowances for doubtful accounts established as of December 31, 2020 or December 31, 2019.

Property and Equipment

The Company has a policy to capitalize expenditures with useful lives in excess of one year and costs exceeding $1,000. No property or equipment has been recorded as of December 31, 2020 or December 31, 2019.

Revenue Recognition

The Company earns revenues through commissions, royalties, and advertising on its website, its mobile apps, and browser add-ons. The Company recognizes revenue in accordance with FASB ASC 606. As a public business entity as defined by FASB, we are required to disclose revenue disaggregated according to the timing of transfer of goods or services. We are required to provide qualitative information about how economic factors affect our revenue and cash flows. We disclose certain details about contracts, including performance obligations. We disclose judgments made in evaluating revenue.

Contracts, Revenue Disaggregation, Performance Obligations, Transaction Price, Allocation, Timing, Principal vs. Agent, Risk Concentration, and Significant Judgments

Contracts

The Company receives commission revenue from approximately 2,400 primarily U.S.-based online retailers (the Company’s customers) in exchange for the Company assisting those retailers in making sales to the retailers’ customers and prospective customers located primarily in the United States. Contracts generally take one of three forms. A master contract with transaction aggregators (e.g. Commission Junction, Rakuten, PHG). The transaction aggregator provides the Company with opportunities with retailers. That contract is “opt-in”. That is, simply by using their services the Company agrees to a set of policies and procedures. Second, a direct contract with the retailer (e.g. Amazon). And third, oral contracts. All of these contracts are generally cancellable at will by either party. There may or may not be a notice provision. A non-material number of customers and members are located outside the United States.

The contracts generally provide for mechanisms to simply change the terms of a particular offer, typically commission rates, affected SKUs, and timing.

The Company does not have revenue generating contracts with its members.

Disaggregation

There is no material basis upon which to disaggregate the Company’s revenue. The Company does not find that disaggregating by customer location, line of business, customer size, contract length, a customer’s contracts with its customers, timing of transfer, or sales channel is possible, or if possible, material. The number and small relative size of each customer makes such analysis moot.

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Large customers (e.g. Walmart) are broad line retailers. While a portion of the transactions generated by iConsumer members may have the potential for meaningful disaggregation, the Company does not receive sufficiently granular data to make that judgment possible.

Approximately 5.6% of the Company’s transactions by revenue come from customers providing travel services (e.g. Expedia, Orbitz, Hilton, Marriott) in 2020. For 2019, approximately 8% of revenue came from that group of customers. The balance of the Company’s customers serve essentially the same function to essentially the same online audience via the same channels under similar short term contracts via online retail sales.

We believe (and the Covid-19 pandemic is showing) that travel services may respond differently to changes in the economy or societal issues. In addition to the standard broad economic risks, the Company’s customers that provide travel and travel related services to our audience members are subject to an additional set of risks. A reduction in travel expenditures can occur, even if the broad economy’s health doesn’t change. Changes in fuel prices, terrorist threats, communicable diseases, and war are some of the factors that our audience members may take into account when booking travel.

On or about March 1, 2020 the Covid-19 pandemic began to significantly affect the Company’s business. Several major retailers (including Walmart and Macy’s) ended all of their marketing arrangements, including those arrangements with the Company. Travel related revenues effectively ended.

Subsequent to the date of these financial statements, consumers’ reaction to the pandemic and the availability of vaccinations began to change their behavior. Retailers that had ceased working with iConsumer began to resume relationships.

 Performance Obligations

As an agent for the customer, the Company’s performance obligation to a customer is created and completely fulfilled simultaneously. Generally, the retailer has agreed to pay the Company a commission when an iConsumer member (a user) makes a purchase at the retailer. In rare instances, the retailer has agreed to pay the Company a fee for showing advertising to the Company’s members. The Company is generally not obligated to promote the customer to its members. However, if it does, and the member makes a purchase from the customer, the customer is obligated to compensate the Company. If the Company does elect to promote the customer to its members, it has simultaneously created and fulfilled its obligation. The Company is responsible, but not obligated, for advertising the availability of the retailers’ offerings and facilitating the navigation of the user to the retailers. The retailer is solely responsible for executing sales to its customers.

Principal vs. Agent

For purposes of ASC 606, the Company is an agent of the customer. As such, it only recognizes the commission revenue generated by the transaction.

Generally, the retailer has agreed to pay the Company a commission when an iConsumer member (a user) makes a purchase at the retailer. If the retailer has agreed to pay the Company for advertising services, the retailer will owe the Company money once the user has been shown the retailer’s advertisement. As of December 31, 2020 and December 31, 2019 there have been no material advertising revenues. The Company is responsible for advertising the availability of the retailers’ offerings and facilitating the navigation of the user to the retailers. The retailer is solely responsible for executing sales to its customers.

Timing

The Company recognizes revenue as of the date of the transaction between the customer and its customer (the member), assuming the Company believes that such a transaction has a low likelihood of being reversed by the customer. In the event that a transaction has characteristics that cause the Company to believe that it has a higher likelihood of being reversed by the customer, the Company will recognize revenue for that transaction after the commission payment for that transaction is received.

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The retailer is responsible for reporting that purchase or other commissionable activity, and the pertinent details of that purchase, including transaction price and commission amount, to the Company, almost exclusively after the retailer has shipped goods or provided the service.

For advertising revenue (non-material at this time) the Company recognizes revenue on the date an advertisement was shown.

Payment is generally due and received within 90 days after the transaction occurs. If a user returns the goods or service, the retailer has the right to reverse the transaction. User returns, if they occur, are generally recognized in the same accounting period as they were originally recognized. The Company closes its books approximately 45 days after the period end, which allows it to capture those returns. In the Company’s judgment, there is no material time-based obligation or variable consideration remaining after the close of its books and subsequent financial statement reports.

Concentration of Credit Risks

The Company’s financial instruments that are exposed to concentrations of credit risk consist of its cash. The Company will place its cash and cash equivalents with financial institutions of high credit worthiness and has a policy to not carry a balance in excess of FDIC insurance limits. The Company’s management plans to assess the financial strength and credit worthiness of any parties to which it extends funds or with whom it has deposits, and as such, it believes that any associated credit risk exposures are limited.

Concentration of Cryptocurrency Risks

The Company offers members the opportunity to redeem cash denominated rebates in the form of Bitcoin. When a member requests redemption denominated in Bitcoin, the Company acquires sufficient Bitcoin contemporaneously to fulfill that redemption request, using the market price of Bitcoin on that date. It does not expose itself to changes in the price of Bitcoin for these redemption requests.

The Company has Bitcoin-denominated rebates (liabilities) earned in years prior to 2019. From time to time, members request redemption of those rebates. At the time of the redemption request, the Company acquires Bitcoin to fulfill the request. The Company may retain a de minimis amount of Bitcoin in its cryptocurrency wallet to facilitate small transactions. The Company is exposed to the market volatility in the price of Bitcoin for Bitcoin rebates earned, but not yet redeemed. For the year ended December 31, 2020, the Company incurred an unrealized loss of $230,341 from the Bitcoin exposure.

As of December 31, 2020 and December 31, 2019, the Company’s Bitcoin liability was $285,139 and $54,798, respectively.

Concentration of Customer and Customer Credit Risk

The Company is exposed to concentration of customer risk. In 2020, it had two customers that represented over 22% of its revenues. In 2019, it had one customer that represented over 15% of its revenues. Should those customers stop doing business with the Company, the Company would be significantly adversely affected. Should those customers not pay the Company the monies owed to the Company, the Company would be significantly adversely affected. The impact of non-payment would be mitigated as the Company is not obligated to provide rebates to members if the Company does not get paid. In 2020, due to the impact of the Covid-19 pandemic, two of those customers stopped doing business with iConsumer.

Concentration of Member (User) Risk

The Company is exposed to concentration of member risk. In 2020, it had one member whose purchases at customers other than Amazon generated approximately 13% of the Company’s non-Amazon revenues. In 2019, it had one member whose purchases generated approximately 13% of the Company’s non-Amazon revenues. Should those members stop shopping at stores via iConsumer, the Company would be significantly negatively impacted.

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Significant Judgments

The Company implemented procedures in 2018 to identify transactions that do not meet its standards. Such transactions are not recognized as revenue until payment is received. These procedures utilize a combination of member transaction history, customer transaction history, customer payment history (at the transaction level), quality of customer reporting, aging of accounts receivable, and other characteristics to make this determination. As of December 31, 2019 and December 31, 2020, approximately $4,250 of transactions that may have been recognized as revenue under the procedures in place before July 1, 2018 are not being recognized and are not reflected on the financial statements dated December 31, 2019 or December 31, 2020. If and when the Company receives payment for those transactions, the Company will recognize the revenue on the then current financial statements.

The Company has no unfulfilled performance obligations to customers with regard to these transactions.

Cost of Revenue

The Company reflects 100% of cash back awards and 100% of the value of stock rebates earned directly as the result of a purchase to be a Cost of Revenue. During 2019 and 2020 the Company routinely varied its target of cash and stock rebates.

Offering Costs

The Company complies with the requirements of FASB ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (SAB) Topic 5A - "Expenses of Offering" with regards to offering costs. Prior to the completion of an offering, offering costs are capitalized as deferred offering costs on the balance sheet. The deferred offering costs are charged to stockholder’s equity upon the completion of the offering. The Company had equity offerings open continuously in 2019 and 2020.

Income Taxes

The Company accounts for income taxes with the recognition of estimated income taxes payable or refundable on income tax returns for the current period and for the estimated future tax effect attributable to temporary differences and carryforwards.  Measurement of deferred income items is based on enacted tax laws including tax rates that are expected to be effective when the benefits from the deferred tax assets are realized. At December 31, 2020, and December 31, 2019, the Company had deferred tax assets of approximately $1,040,000 and $790,000, respectively, related to net operating loss carryforwards (NOL). Due to the uncertainty as to the Company’s ability to generate sufficient taxable income in the future and utilize the NOL’s before they expire, the Company has recorded a valuation allowance to reduce the net deferred tax asset to zero. The effective tax rate is different from the expected federal tax rate due to the valuation allowance and state income taxes.

The Company reviews tax positions taken to determine if it is more likely than not that the position would be sustained upon examination resulting in an uncertain tax position. The Company did not have any material unrecognized tax benefits as of December 31, 2020 or December 31, 2019. The Company recognizes interest accrued and penalties related to unrecognized tax benefits in tax expense. During the years ended December 31, 2020 and December 31, 2019 the Company recognized no interest or penalties.

The Company is required to file U.S. federal tax returns. The Company has filed its 2019 and 2018 tax returns. All tax periods since inception remain open to examination by the taxing jurisdictions to which the Company is subject. The Company has filed for an extension to file U.S. federal tax returns for 2020. 

Reliance on Related Party

The Company currently has a software license and service agreement with a related party (see Note 5) and has the majority of its ordinary expenses paid by the related party under the terms of that agreement. As a result, the Company’s results of operations may not be indicative of the results that would have occurred if it operated independently.

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NOTE 3: STOCKHOLDERS’ EQUITY (DEFICIT)

As of the issuance date of these financial statements, 100,000,000 shares of Common Stock and 113,975,893 shares of Preferred Stock were issued and outstanding.

The Articles of Incorporation were Amended and Restated effective July 6, 2015. Among the revised provisions, the Company authorized 150,000,000 shares of Common Stock, par value $0.001 per share and reclassified "Class A Common Stock" to "Common Stock"; authorized 300,000,000 shares of Preferred Stock, par value $0.001 per share and reclassified "Class B Common Stock" to "Preferred Stock"; amended the power to authorize the number of authorized shares to be set by affirmative vote of the holders of at least a majority of the voting power of the issued and outstanding shares of Common Stock of the Company. The terms and preferences of these reclassified shares were revised where Common Stock, among other provisions, entitles holders to 10 votes for each share of Common Stock, subordinate dividend rights to Preferred Stock, and certain liquidation rights.

The Company filed a Certificate of Designations, Preferences, and Rights of Series A Non-Voting Preferred Stock of iConsumer Corp. (under Section 151 of the Delaware General Corporation Law) on July 6, 2015, designating 250,000,000 shares of Preferred Stock authorized under the Amended and Restated Certificate of Incorporation filed July 6, 2015 as Series A Non-Voting Preferred Stock ("Series A Preferred Stock"), par value $0.001. The Series A Preferred Stock was granted certain rights and preferences including dividend preference on declared and unpaid dividends and liquidation priority for the value paid for the Preferred Shares. The Series A Preferred Stock holders are not entitled to vote on any matters placed to a vote of the stockholders of the Company.

The Company entered into a recapitalization and exchange agreement effective July 6, 2015 with Robert Grosshandler. This agreement stipulated the terms of a tax-free reorganization pursuant to Internal Revenue Code section 368(a), where Robert Grosshandler transferred, assigned, delivered, and surrendered to the Company his pre-recapitalization shares and the Company issued post-recapitalization shares, among other pertinent terms. This exchange retired 1,000,000 Class A Common shares pre-recapitalization and issued 100,000,000 shares of Common Stock and 100,000,000 shares of Series A Non-Voting Preferred Stock, post recapitalization.

In preparation for the trading of its preferred stock on a market under the ticker symbol RWRDP, the Company concluded that certain provisions of the liquidation preference granted under the Certificate of Designations, Preferences, and Rights dated July 6, 2015 were unworkable, as the original issue price was not trackable through subsequent holders of the stock. On January 12, 2018 the Company amended the liquidation preference for the Series A Non-Voting Preferred Stock by consent of the holders of a majority of the Common and Series A Non-Voting Preferred Stock. The amendment reaffirmed that shareholders of record as of January 12, 2018 had a liquidation preference equal to the Original Issue Price of their shares and that subsequent holders of the stock will not have a liquidation preference.

Additionally, the amended language eliminated the liquidation preference for shareholders who acquire their shares subsequent to January 12, 2018.

NOTE 4: GOING CONCERN

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.  The Company is a business that commenced principal operations in June 2015 and began to generate meaningful revenue in 2016. It has sustained net losses of $921,967 and $506,841 for the years ended December 31, 2020 and December 31, 2019, respectively. In addition, the Company had a working capital deficit of $483,959 and $457,513 at December 31, 2020 and December 31, 2019 with limited cash resources available. The Company’s ability to continue as a going concern for the next twelve months is dependent upon its ability to generate sufficient cash flows from operations to meet its obligations, which it has not been able to accomplish to date, and/or to obtain capital financing from its majority stockholder and/or third parties, including through the Offerings described in Note 6. It plans to incur significant costs in pursuit of its Offerings. No assurance can be given that the Company will be successful in these efforts. These factors, among others, raise substantial doubt about the ability of the Company to continue as a going concern for a reasonable period of time.   The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

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NOTE 5: RELATED PARTIES

Prior to June 19, 2015, the Company was subject to a three-party oral agreement with iGive.com Holdings LLC (“iGive”) and Outsourced Site Services, LLC (“OSS”), both related parties under common control with shared ownership and management (referred to herein collectively as the “Related Parties”). This agreement stipulated that iConsumer Corp. maintain a website at iConsumer.com that directed traffic to iGive.com (owned and operated by iGive). It maintained that website in such a way as to maximize the traffic to iGive.com. In return, the Related Parties covered all of the costs of maintaining the iConsumer.com website. After launch of the full iConsumer website on June 19, 2015, a site that promotes the iConsumer Corp. planned business operations, this agreement ceased, and iConsumer. Corp. became responsible for its own costs or entering into a formal agreement with either or both of the Related Parties or others.

Effective May 1, 2015, the Company entered into a software license and services agreement (the “License Agreement”) with Outsourced Site Services, LLC (“OSS”), a related party. In accordance with the terms of the License Agreement, the Company’s operations are being run on technology licensed from OSS, and OSS is providing the Company with certain support services, as defined in the License Agreement. The fee charged by OSS covers a wide range of services, the majority of which are traditionally reflected in costs of operation. The fee covers executive management, administration, accounting, internal technology support, customer support, product development, general marketing, and communications (marketing and non-marketing). Included in the fee is the care of retailers and intermediate network / technology providers, retailer recruitment, and similar activities. The fee does not cover legal fees incurred for such activities as SEC filings and other regulatory compliance.

For the use of these services and technology, the Company has agreed to pay OSS 20% of its gross revenue, as defined in the License Agreement. The License Agreement provides that in the event the Company wishes to assume responsibility for the support services provided by OSS, it can do so upon at least six months’ notice. In that event, the Company will pay 5% of its gross revenues to OSS. Since OSS is under the common control of Robert Grosshandler, he will have the power to determine whether the Company will continue to be able to rely on the OSS license, and the price it pays for the license. The License Agreement has a term of 20 years. As of March 1, 2020 OSS and the Company agreed that, due to the pandemic, the license fee shall be 0% of revenues, subject to change without notice. For the year ending December 31, 2020, the fee was $2,740. For the year ending December 31, 2019 the fee was $35,558. As a result of these agreements the Company’s results of operations may not be indicative of the results that would have occurred if it operated independently. 

As of December 31, 2020 the Company owed $298,205 to the Related Parties for expenses paid on the Company's behalf since inception, compared to $338,535 owed as of December 31, 2019.

NOTE 6: OFFERINGS

Subsequent to December 31, 2015, the Company began pursuing an offering (“Offering”).  The Offering called for the Company to offer for sale under Regulation A, $2,000,000 of its Series A Non-Voting Preferred Stock at a price of $.045 per share. Sales of these securities commenced on September 29, 2016.

The Company relies upon an open offering to offer its equity as a reward. In January 2018 the Company filed an offering statement under Regulation A with the SEC (“Follow On Offering”). The Company proposed to offer for sale in the Follow On Offering $15,000,000 of its Series A Non-Voting Preferred Stock at a price of $0.15 per share. That offering was qualified by the SEC on June 13, 2018. That offering was requalified by the SEC on June 13, 2019 and again on June 10, 2020. On August 1, 2019 the offering price was raised to $0.18 per share. That offering was open as of December 31, 2020. Subsequent to the date of these financial statements, the Company filed, and the SEC qualified, a new offering under Regulation A in which the offering price was $.25 per share.

The Company’s Series A Non-Voting Preferred stock is quoted on the OTC market under the ticker symbol RWRDP. There is very little liquidity for RWRDP. The Company cannot guarantee that its securities will ever be tradeable on an exchange or have any substantial liquidity.  These financial statements should not be relied upon as a basis for determining the terms of an offering as this information may not be current or accurate relative to the final terms of the offering.

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The Company began pursuing a private placement of $2,000,0000 of convertible debt in June 2017. The Company had received $154,721 of the private placement as of December 31, 2017 and an additional $13,000 as of December 31, 2018. The debt has a term of three years, accrues interest at rates ranging from 8% - 12%, and requires interest only payments in years two and three. The debt is convertible into Series A Preferred Non-Voting stock at a price of $.075 per share at the option of the holder. This offering utilizes Regulation D 506(c) and is open to accredited investors only.

That debt issued in that private placement began to mature in 2020. The Company redeemed $16,500 of those notes. Under the terms of the notes, the Company could extend the maturity date of those notes. The Company and five note holders mutually agreed to extend the maturity dates into 2021. The note holders agreed to accept RWRDP at the then effective offering price in lieu of cash for their interest payments.

The Company’s offering enables it to offer its equity as compensation for services. In 2020, the Company issued 1,277,777 shares as compensation for services.

NOTE 7: OTHER FINANCING ACTIVITIES

The Company received an Economic Injury Disaster Loan (“EIDL”) from the Small Business Administration (“SBA”) in May 2020 in the amount of $60,000. The terms of the loan require monthly repayment beginning in May, 2021. It has a 30 year amortization at 3.75% annual interest rate. The SBA has received a security interest to certain collateral consisting of all tangible and intangible property. Additionally, the Company received a forgivable (and forgiven) grant of $5,000.

Repayment Schedule	Year		Principal Repayment		Interest Expense		Balance
		2021		2,626		2,356		60,947
		2022		2,578		2,292		58,802
		2023		2,530		2,210		56,657
		2024		2,482		2,128		54,513
		2025		2,435		2,046		52,368
		Thereafter		52,368		24,518

Subsequent to the date of the loan and subsequent to the date of these financial statements, the SBA extended the repayment start date to February, 2022.

NOTE 8: RECENT ACCOUNTING PRONOUNCEMENTS

Management does not believe that any recently issued, but not yet effective, accounting standards could have a material effect on the accompanying financial statements. As new accounting pronouncements are issued, we will adopt those that are applicable under the circumstances.

NOTE 9: SUBSEQUENT EVENTS

The Company has evaluated subsequent events through April 28, 2021 the date the financial statements were available to be issued.

The effects of the Covid-19 pandemic began to lessen in the first four months of 2021, but the Company expects the effect of the pandemic to continue for the foreseeable future. The Company has seen the return of some of the customers it had lost (including, but not limited to, Walmart and Macy’s). The uncertainty surrounding the future economic health of the world’s economy has eliminated the ability to forecast revenue, member acquisition, and related expenses.

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The Company has, or will, apply for various pandemic-related loans and grants offered by the U.S government. The Company does not expect that, if it receives any such loans or grants, they will be sufficient to allow “business as usual”.

The Company has taken steps to reduce expenses. The Company has notified its contractors that they will be subject to elimination or compensation reduction.

Further unpredictable negative effects of the pandemic are uncertain. The Company may not be able to survive the downturn in its business caused by the pandemic and its related effects.

On March 10, 2021 the SEC qualified a new offering for the Company. Under this offering, the price was raised to $.25 per share. The market price for RWRDP as of April, 2021 was about $.14 per share. The difference between the market price and the share price in the offering presents a marketing challenge that the Company is addressing by raising the percent stock back percentage earned on transactions when shopping. The Company expects to continue to vary the stock back percentage to adjust for such differences.

NOTE 10: GOVERNANCE

On July 6, 2015 the Company revised the Articles of Incorporation. The Company also ratified Bylaws formalizing the governance policies and procedures for the Company effective July 6, 2015.

On July 6, 2015 by an Action by Joint Written Consent of Sole Director and Sole Stockholder, the Company elected Robert Grosshandler to serve as a member of the Board of Directors and as an Officer of the Company in the capacity of Chief Executive Officer, President, and Secretary. It also set the number of directors of the Company at one, established an Audit Committee of the Company naming Robert Grosshandler as the sole member of such, set the fiscal year as the calendar year, and other actions.

NOTE 11: EQUITY REWARD MARKETING PROGRAM - PROSPECTIVE DILUTION AND OTHER EFFECTS

The Company, in order to attract members, is offering members and others the opportunity to earn equity in the Company as a reward or additional reward for certain activities.  This equity may be earned in exchange for, amongst other activities, becoming a member, recruiting other members, and utilizing the Company’s services to earn rebates on purchases at participating retailers.

Through its offerings (see Note 6), the equity earned is Series A Non-Voting Preferred Stock.  The Company will not receive cash for any such equity earned.  The Company valued this equity at $.045 per share through February 13, 2017. This valuation is the per share price ($.045) received in the Offering. Subsequent to February 13, 2017, the Company valued this equity at $.09 per share. This valuation is the per share price ($.09) received in the amended Offering beginning February 13, 2017. Subsequent to June 13, 2018, the Company valued this equity at $.15 per share, pursuant to the Offering qualified by the SEC on that date. Subsequent to August 1, 2019 and through December 31, 2020 the Company valued this equity at $.18 per share. Subsequent to the date of these financial statements, on March 10, 2021 the Company began valuing this equity at $.25 per share. The valuation will be adjusted from time to time to reflect the price in the then current offering. Equity distributed under this program will be dilutive to existing shareholders.  If this marketing program is successful, the Company anticipates that significant dilution may result.

There are still significant hurdles to overcome to make this marketing program commercially reasonable and enable it to stay compliant with appropriate regulations, including but not limited to, state Blue Sky laws.

The Company recognized a portion of the cost of this program as a marketing expense and the balance as a cost of revenues.  It recognized a total of $563,875 in 2020 to reflect this expense, compared to a total of $279,289 in 2019.

As of December 31, 2020 the Company had issued and transferred 6,211,024 shares of Preferred Stock equity under this marketing program to 2,702 members, who thus became shareholders of record.

As of December 31, 2020, approximately 53,000 members were due 16,889,672 additional shares under this program, but the Company had not yet issued and transferred these shares to its members. Until issued and transferred, the member may forfeit these shares for a variety of reasons, which include, but are not limited to, purchase returns and account inactivity. The Company will issue and transfer these shares upon receiving an executed subscription agreement, appropriate fees, and appropriate shareholder identification.

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Item 8. Exhibits

The documents listed in the Exhibit Index of this report are incorporated by reference or are filed with this report, in each case as indicated below.

2.1	Amended and Restated Certificate of Incorporation (1)
2.2	First Amendment to Amended and Restated Certificate of Incorporation (9)
2.3	Bylaws (2)
3.1	Certificate of Designations (3)
4	Form of Subscription Agreement (10)
6.1	Amended and Restated Software Licenses and Services Agreement with Outsourced Site Services, LLC dated May 25, 2016 (4)
6.2	2016 Equity Incentive Plan (5)
6.3	Form of Broker-Dealer Services Agreement with FundAmerica Securities LLC (6)
7	Recapitalization and Exchange Agreement dated July 6, 2015 (7)
8	Form of Escrow Agreement (8)

(1) Filed as an exhibit to the iConsumer Corp. Regulation A Offering Statement on Form 1-A (Commission File No. 024-10480) and incorporated herein by reference. Available at, https://www.sec.gov/Archives/edgar/data/1652350/000164460015000006/exhibit2-1.htm

(2) Filed as an exhibit to the iConsumer Corp. Regulation A Offering Statement on Form 1-A (Commission File No. 024-10480) and incorporated herein by reference. Available at, https://www.sec.gov/Archives/edgar/data/1652350/000164460015000006/iconsumercorp-bylaws.htm

(3) Filed as an exhibit to the iConsumer Corp. Regulation A Offering Statement on Form 1-A (Commission File No. 024-10480) and incorporated herein by reference. Available at, https://www.sec.gov/Archives/edgar/data/1652350/000164460015000006/exhibit3-1.htm

(4) Filed as an exhibit to the iConsumer Corp. Regulation A Offering Statement on Form 1-A (Commission File No. 024-10480) and incorporated herein by reference. Available at, https://www.sec.gov/Archives/edgar/data/1652350/000164460016000165/osslic.htm

(5) Filed as an exhibit to the iConsumer Corp. Regulation A Offering Statement on Form 1-A (Commission File No. 024-10480) and incorporated herein by reference. Available at, https://www.sec.gov/Archives/edgar/data/1652350/000165495417000348/icon_ex6.htm

(6) Filed as an exhibit to the iConsumer Corp. Regulation A Offering Statement on Form 1-A (Commission File No. 024-10480) and incorporated herein by reference. Available at, https://www.sec.gov/Archives/edgar/data/1652350/000164460016000165/bdserv.htm

(7) Filed as an exhibit to the iConsumer Corp. Regulation A Offering Statement on Form 1-A (Commission File No. 024-10480) and incorporated herein by reference. Available at, https://www.sec.gov/Archives/edgar/data/1652350/000164460015000006/recapagreement.htm

(8) Filed as an exhibit to the iConsumer Corp. Regulation A Offering Statement on Form 1-A (Commission File No. 024-10480) and incorporated herein by reference. Available at, https://www.sec.gov/Archives/edgar/data/1652350/000165495417000348/icon_ex8.htm

(9) Filed as an exhibit to the iConsumer Corp. Regulation A Offering Statement on Form 1-A (Commission File No. 024-10795) and incorporated herein by reference. Available at, https://www.sec.gov/Archives/edgar/data/1652350/000165495418000778/icc_ex22.htm

(10) Filed as an exhibit to the iConsumer Corp. Regulation A Offering Statement on Form 1-A (Commission File No. 024-11445) and incorporated herein by reference. Available at, https://www.sec.gov/Archives/edgar/data/1652350/000110465921014044/tm215634d1_ex4.htm 

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SIGNATURES

Pursuant to the requirements of Regulation A, the issuer has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, Illinois, on April 29, 2021.

iConsumer Corp.

/s/ Robert Grosshandler

By Robert Grosshandler,

principal executive officer of iConsumer Corp

Pursuant to the requirements of Regulation A, this report has been signed below by the following person on behalf of the issuer and in the capacities and on the date indicated.

/s/ Robert N. Grosshandler

Robert N. Grosshandler, principal executive officer,

principal financial officer, principal accounting officer

and Sole Director

Date: April 29, 2021

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