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                            October 7, 2022

       David Allen
       Chief Financial Officer
       Iconic Brands, Inc.
       44 Seabro Avenue
       Amityville, NY 11701

                                                        Re: Iconic Brands, Inc.
                                                            Form 10-K for the
Year Ended December 31, 2021
                                                            Filed June 15, 2022
                                                            File No. 000-53162

       Dear David Allen:

               We have limited our review of your filing to the financial
statements and related
       disclosures and have the following comment. In our comment, we may ask
you to provide us
       with information so we may better understand your disclosure.

              Please respond to this comment within ten business days by
providing the requested
       information or advise us as soon as possible when you will respond. If
you do not believe our
       comment applies to your facts and circumstances, please tell us why in
your response.

                                                        After reviewing your
response to this comment, we may have additional comments.

       Form 10-K for the Year Ended December 31, 2021

       Financial Statements
       Notes to Consolidated Financial Statements
       4. Acquisition of Toppop, page F-13

   1.                                                   We note from your
disclosure you completed a business combination with TopPop in
                                                        which you acquired all
of the issued and outstanding membership interests of TopPop in
                                                        exchange for 26,009,600
shares of your common stock plus cash and promissory
                                                        notes. We also note
that you had 18,170,551 shares of common stock outstanding as of
                                                        June 30, 2021. In this
regard, it appears that TopPop obtained majority equity ownership
                                                        in Iconic Brands at the
close of the transaction. Furthermore, we note that all of your
                                                        management including
CEO and CFO changed on the date of the transaction. Please tell
                                                        us if the owners and
management of TopPop obtained effective voting and operating
                                                        control of the company
as a result of the transaction. If not, tell us why. If TopPop
                                                        obtained control,
explain why you accounted for the transaction as an acquisition rather
 David Allen
Iconic Brands, Inc.
October 7, 2022
Page 2
         than a business combination accounted for as a reverse acquisition or
as a reverse
         recapitalization and provide us with the authoritative guidance you
relied
         upon in determining your accounting treatment. Refer to ASC 805-40.
Please include the
         following in your response:
             Please provide further detail about the composition of management
and the board of
              directors of the combined entity upon closing of the transaction.
             State whether Mr. Larry Romer and Mr. David Allen, the company   s
chief executive
              officer and chief financial officer, respectively, had any
affiliation with TopPop prior
              to becoming employees of Iconic Brands in July 2021.
             For each of the board members, please tell us whether the
individuals were
              appointed by TopPop as part of the transaction, or were
representatives of TopPop
              prior to the transaction.

       In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.

       You may contact Heather Clark at 202-551-3624 or Kevin Woody at
202-551-3629 with
any questions.



FirstName LastNameDavid Allen                                  Sincerely,
Comapany NameIconic Brands, Inc.
                                                               Division of
Corporation Finance
October 7, 2022 Page 2                                         Office of
Manufacturing
FirstName LastName