SEC Comment Letter for XCel Brands, Inc. (XELB) (CIK 0001083220) (XELB) — Feb 10, 2012

XCel Brands, Inc. (XELB) (CIK 0001083220)
Date: Feb. 10, 2012 · CIK: 0001083220 · Accession: 0000000000-12-007413

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File numbers found in text: 000-31553

Date

September 29, 2011

Author

/s/ Matthew Crispino

Form

UPLOAD

Company

XCel Brands, Inc. (XELB) (CIK 0001083220)

Letter

February 9 , 2012 Via E -Mail Robert W. D’Loren , Chief Executive Officer Xcel Brands, Inc. 475 10th Avenue, 4th Floor New York, NY 10018

Re: Xcel Brands, Inc. Form 8-K for the Report Date of September 29, 2011 File No. 000-31553 Filed October 5 , 2011

Dear Mr. D ’Loren :

We have comple ted our review of your filings . We remind you that our comments or changes to disclosure in response to our comments do not foreclose the Commission from taking any action with respect to the company or the filings and t he company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. We urge all persons who are responsible for the accuracy and adequacy of the disclosu re in the filings to be certain that the filings include the information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,
/s/ Matthew Crispino

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February 9 , 2012

Via E -Mail
Robert W. D’Loren , Chief Executive Officer
Xcel Brands, Inc.
475 10th Avenue, 4th Floor
New York, NY 10018

Re: Xcel Brands, Inc.
Form 8-K for the Report Date of September 29, 2011
File No. 000-31553
  Filed October 5 , 2011

Dear Mr. D ’Loren :

We have comple ted our review of your filings .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect  to the company or the filings  and t he company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of  the disclosu re in the filings  to be certain that the filings include  the
information the Securities Exchange Act of 1934 and all applicable rules require.

        Sincerely,

        /s/ Matthew Crispino

   Matthew Crispino
Staff Attorney

cc:  Brad Shiffman, Esq.
 Blank Rome LLP

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