SecProbe.io

May 14, 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.
Amendment No. 1 to Form S -1
Filed April 17, 2012
File No. 333 -177585

Dear Mr. D’Loren:

We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.

Please respond to this letter  by amending your registration statement and providing the
requested information.   Where you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After revi ewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.

General

1. Since you appear to qualify as an “emerging growth company,” as defined in the
Jumpstart Our Business Startups Act (“the Act”), please disclose on your prospectus
cover page that you are an emerging growth company, and revise your prospectus to
provide the following additional disclosures:

 Describe how and when a company may lose emerging growth company status;
 A brief description of the various exemptions that are available to you, such as
exemptions from Section 404(b) of the Sarbanes -Oxley Act of 2002 and Section
14A(a) and (b) of the Securities Exchange Act of 1934; and
 Your election under Sec tion 107(b) of the Act:

Robert W. D’Loren
Xcel Brands, Inc.
May 14 , 2012
Page 2

 o If you have elected to opt out of the extended transition period for complying
with new or revised accounting standards pursuant to Section 107(b) of the
Act, include a statement that the election is irrevocable; or
o If you have elec ted to use the extended transition period for complying with
new or revised accounting standards under Section 102(b)(1) of the Act,
provide a risk factor explaining that this election allows you to delay the
adoption of new or revised accounting standards  that have different effective
dates for public and private companies until those standards apply to private
companies.  Please state in your risk factor that, as a result of this election,
your financial statements may not be comparable to companies that comply
with public company effective dates.  Include a similar statement in your
critical accounting policy disclosures in MD&A.
You may disclose the extent to which you would be exempt in any event as a result of
your status as a Smaller Reporting Company .

2. Throughout your document you reference an “Appointment Date.”  Please revise to
clarify what you mean by Appointment Date and consider providing more specificity as
to the dates being referenced.  As a non -exclusive example, you refer to certain me mbers
of your board agreeing to serve commencing on the Appointment Date on pages 51 -52.
It is unclear whether you are referring to a prospective appointment or whether the
Appointment Date has occurred in the past and these individuals are current directors.

3. Please revise to clarify whether your common stock is quoted on the OTC Bulletin
Board, the OTCQB or the OTC Pink Sheets.  It appears that your common stock is
quoted on the OTCQB, but you refer to the OTC Pink Sheets on pages 14 and 43  and the
OTC Bulletin Board and OTC Markets on page 45 .

4. Please note that an at -the-market resale offering under Rule 415 is not available for
registrants that are quoted on the OTCQB or the OTC Pink Sheets.  Please revise to
provide a fixed  price for your resale offering until you are quoted by the OTC Bulletin
Board or are listed on an exchange.

Risk Factors, page 4

5. We note that the owners of IM Ready, Isaac Mizrahi and Marisa Gardini, are offering a
significant amount of securities in this offering, 360,000 and 1,140,000 shares of
common stock, respectively.  Please consider whether adding a risk factor is appropriate
to discuss any conflicts of interests with their roles with Xcel Brands, Inc. and the
potential disposition of a signifi cant amount of their shares.

6. We note that Mr. Isaac Mizrahi’s compensation agreement described on page 58 awards
your key employee with a 5% bonus for net royalty income beyond $25 million for future

Robert W. D’Loren
Xcel Brands, Inc.
May 14 , 2012
Page 3

 periods.  Please consider adding a risk factor describ ing how such an arrangement may
limit or may make it more difficult to achieve profitability as your net royalty income
approaches and exceeds $25 million.

Recent Sales of Unregistered Securities, page II -2

7. Your registration statement seeks to register common stock that underlies privately issued
warrants that are described in this section.  Since the resale of such common stock is
contingent upon exercise of those warrants, please revise to describe the exemption your
selling stockholders will rely upon  to exercise their respective warrants.

Exhibits

8. Please file your legal opinion with your next amendment.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the  information the Securities Act of 1933 and
all applicable Securities Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disc losures they have made.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending registration statement please provide a written statement from the company
acknowledging that:

 should the Commission or the  staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rule 461 regarding requests for ac celeration.  We will consider a written
request for acceleration of the effective date of the registration statement as confirmation of the
fact that those requesting acceleration are aware of their respective responsibilities under the
Securities Act of 1 933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow

Robert W. D’Loren
Xcel Brands, Inc.
May 14 , 2012
Page 4

 adequate time for us to review any amendment prior to the requested effective date of the
registration statement.

You may contact  Edwin Kim at (202) 551 -3297 or me at (202) 551 -3456 if you have any
questions.  If you need additional assistance, you may contact Barbara C. Jacobs, Assistant
Director, at (202) 551 -3730.

        Sincere ly,

        /s/ Matthew Crispino

   Matthew Crispino
Staff Attorney