Item 1.

Security and Issuer

(a)

This statement relates to the Common Stock, $.001, (“Iconix Common Stock”), of Iconix Brand Group, Inc., a Delaware corporation (the “Company”).

(b)

The principal executive offices of the Company are located at 1450 Broadway, New York, NY 10018

Item 2.

Identity and Background

(a)

This statement is filed by Mossimo Giannulli.  The business address of the Reporting Person is c/o Modern Amusement, Inc., 2016 Broadway, Santa Monica, CA 90404

Item 3.

Source and Amount of Funds or Other Consideration

Not applicable.

Item 4.

Ownership

Giannulli acquired the above-listed shares pursuant to the Agreement and Plan of Merger (the “Agreement”) dated as of March 31, 2006 by and among Mossimo, Inc., a Delaware corporation, Giannulli, as the majority shareholder of Mossimo, Inc., the Company, and Moss Acquisition Corp., a Delaware corporation.  Giannulli holds the shares as an investment.  He has entered into a Registration Rights Agreement and a Lock-Up Agreement, filed as exhibits to Item 7.  Additionally, pursuant to Section 4.16(b) of the Agreement, Giannulli has agreed to the following:

“For a period of two years after the Effective Time, [Giannulli] hereby agrees to vote the shares of [Iconix] Common Stock to be received by [Giannulli] pursuant to the Agreement and any other shares of [Iconix] Common Stock owned or held of record by him in favor of matters approved by the Board of Directors of [the Company] [(the “Board”)] or at the direction of [the Board], in each case, in connection with all matters seeking [Company] stockholder approval, or to take all actions by written consent in lieu of any such meeting as directed by the [Board], other than for Excluded Transactions until [Giannulli] no longer owns in the aggregate more than 1,000,000 shares of [Iconix] Common Stock (it being understood that this voting restriction does not apply to any of such shares sold).  “Excluded Transactions” shall mean any transaction or series of transactions that, directly or indirectly, (A) results in any holder of the shares receiving proportionately less or different consideration for any shares held by such holder or otherwise being treated disproportionately adversely than any other holder of [Iconix] Common Stock or other interests convertible, exchangeable or exercisable into shares of [Iconix] Common Stock; (B) has the effect of increasing the proportionate share of the outstanding [Iconix] Common Stock held by any affiliate of [the Company], except as a result of (y) the issuance to such affiliate for fair value of any such shares of  [Iconix] Common Stock on terms and conditions approved by [the Company], or (z) the issuance of equity securities of [the Company] to [the Company’s] employees in the ordinary course of business pursuant to employee benefit plans or arrangements approved by [the Board]; (C) has an adverse effect on any existing employment, consulting or other arrangement between [the Company] or any of its subsidiaries and any such holder or any affiliate of such holder of shares; or (D) would subject any holder of shares of [Iconix] Common Stock to liability under any applicable law.  [Giannulli] hereby agrees and hereby agrees to cause Edwin Lewis (“Lewis”) to enter into a Lock-Up Agreement in substantially the form attached to the Agreement.”

Following the expiration of the period covered by the Lock-Up Agreement, Giannulli has the right to sell his shares without restriction.  Based upon his evaluation of this and other investments, Giannulli may choose to buy or sell shares of Iconix Common Stock.  Giannulli has no plans or proposals to take any of the actions described in Section 13(d)(1)(c) of the Act, except as disclosed in this Schedule 13D.

Item 5.

Interest in Securities of the Issuer

Pursuant to the Agreement all shares in Mossimo, Inc. have been cancelled.

(a)

Giannulli beneficially owns 2,333,100  shares of Iconix Common Stock which represents 5.27% of the outstanding shares of Iconix Common Stock.

(b)

Giannulli has the sole power to vote and dispose of 2,333,100 shares of Iconix Common Stock.

(c)

Giannulli acquired these shares on October 31, 2006 pursuant to the Agreement.  Other than the aforementioned acquisition, Giannulli has not engaged in any transactions of Iconix Common Stock within the last 60 days.

(d)

Other than Giannulli, no person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Iconix Common Stock beneficially owned by Giannulli.

(e)

Not applicable.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Giannulli has entered into a Registration Rights Agreement and a Lock-Up Agreement, both attached as Exhibits to Item 7.  Additionally, pursuant to Section 4.16(b) of the Agreement, Giannulli has agreed to the voting arrangements described in Item 4 above.

Otherwise, to the best knowledge of Giannulli, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between himself and any other person with respect to any securities of the Company, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, divisions of profits or loss, or the giving or withholding of proxies, or a pledge of contingency, the occurrence of which would give another person voting power over the securities of the Company.

Item 7.

Material to Be Filed as Exhibits

7.01         Registration Rights Agreement, dated as of October 31, 2006

7.02         Lock-Up Agreement, dated as of October 31, 2006

October 31, 2006

Date

/s/ MOSSIMO GIANNULLI

Signature

Mossimo Giannulli

Name/Title