Item 4.01 Changes in Registrant's Certifying Accountant.

On December 23, 2021, Mazars USA LLP ("Mazars") was appointed as the new independent registered public accounting firm for Iconic Brands, Inc. (the "Company"). Prior to engaging Mazars on December 23, 2021, the Company had not consulted Mazars regarding the application of accounting principles to a specified transaction, completed or proposed, the type of audit opinion that might be rendered on our financial statements or a reportable event, nor did the Company consult with Mazars regarding any disagreements with the Company's prior auditor on any matter of accounting principles or practices, financial statement disclosure, or auditing scope of procedure, which disagreements, if not resolved to the satisfaction of the prior auditor, would have caused it to make a reference to the subject matter of the disagreements in connection with its reports.

Simultaneously with the appointment of Mazars, on December 23, 2021, Qi CPA LLC ("Qi") resigned as the independent registered public accounting firm for the Company. The decision to change audit firms from Qi to Mazars was approved by the Company's Board of Directors.

Since December 14, 2020, the date on which Qi was engaged and through December 23, 2021, there were no disagreements with Qi on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to Qi's satisfaction, would have caused Qi to make reference to the subject matter of the disagreement in its reports on the Company's financial statements.

During the period from December 14, 2020 through December 23, 2021, there were no reportable events of the type described in Item 304(a)(1)(v) of Regulation S-K.

The Company provided Qi with a copy of this Current Report on Form 8-K prior to its filing with the Securities and Exchange Commission (the "SEC") and requested that Qi furnish a letter addressed to the SEC stating whether it agrees with the statements made above. Attached as Exhibit 16.1 hereto is a copy of Qi's letter to the SEC, dated December 23, 2021.






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Item 9.01 Financial Statements and Exhibits.






Exhibit No   Exhibit
  16.1         Letter from Qi CPA LLC, dated December 23, 2021
104          Cover Page Interactive Data File (embedded within the Inline XBRL
             document)





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