ICNB Iconic Brands Inc (CE)

FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES                                                                                   
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940                       

1. Name and Address of Reporting Person * Belton Thomas A.	2. Issuer Name and Ticker or Trading Symbol Iconic Brands, Inc. [ ICNB ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director                    __X__ 10% Owner _____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle) C/O INNOACCEL INVESTMENTS LLC, 247 E DARK HOLLOW RD.	3. Date of Earliest Transaction (MM/DD/YYYY) 7/26/2021
(Street) PIPERSVILLE, PA 18947 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) _X _ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, 0.001 par value	7/26/2021		J(1)		2246631	A	$0.00	2246631 (2)	I	By InnoAccel Solutions LLC

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:
(1)	Pro rata distribution (the "Distribution") from InnoAccel Investments LLC ("InnoAccel"), of which the reporting person is managing member.
(2)	Includes 2,246,631 shares received by InnoAccel Solutions LLC, an entity owned and controlled by the reporting person, pursuant to the Distribution. In prior reports, the reporting person reported beneficial ownership of 11,233,162 shares (the "Shares") of the common stock, par value $0.001, of Iconic Brands, Inc. as a result of reporting person's voting and dispositive control over the Shares, which were held directly by InnoAccel, but which shares are no longer held by InnoAccel as a result of the Distribution and certain related distributions.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Belton Thomas A. C/O INNOACCEL INVESTMENTS LLC 247 E DARK HOLLOW RD. PIPERSVILLE, PA 18947		X

Signatures
/s/ Thomas A. Belton		7/27/2021
**Signature of Reporting Person		Date