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Item 9 Labs Corp.

2727 North 3rd Street, Suite
201

Phoenix, AZ 85004

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

April 7, 2020

Re: Item 9 Labs Corp.

Preliminary Information Statement on Schedule 14C

Filed March 6, 2020

File No. 000-54730

Dear Mr. Gabor:

Reference is made to the
Staff’s comment letter dated March 17, 2020 (the “Staff’s Letter”) to Item 9 Labs Corp. (the “Company”).
The Company hereby submits the following responses to the comments contained in the Staff’s Letter with respect to the Company’s
Preliminary Information Statement on Schedule 14C filed with the SEC on March 6, 2020.

For convenience of reference,
each comment contained in the Staff’s Letter is reprinted below, numbered to correspond with the paragraph numbers assigned
in the Staff’s Letter, and is followed by the corresponding response of the Company. These comments have been made in response
to the Staff’s comments.

Preliminary Information Statement on Schedule
14C filed March 6, 2020

General

1. Please
revise your information statement to provide all of the information required by Item 14 of Schedule 14A, as appropriate,
including the Item 14(b)(8)-(11) financial information, or advise. See also Item 14(c)(2) of Schedule 14A.

Company
Response. We are a smaller reporting company as defined by § 229.10(f)(1).

Item 14(b)(8) states
that an Issuer must provide the selected financial data required by Item 301 of Regulation S-K. Item 301(c)
of Regulation S-K further provides that a Smaller Reporting Company is not required to provide this information. We are a smaller
reporting company and as such we are not required to provide this information.

Item 14(b)(9) states
that an Issuer should provide, if material proforma selected financial data required by Item 301 of Regulation S-K. Item 301(c)
of Regulation S-K further provides that a Smaller Reporting Company is not required to provide this information. We are a smaller
reporting company and as such we are not required to provide this information.

Item 14(b)(10) states
that an Issuer should provide Pro forma information in a tabular format designed to facilitate comparison, certain historical and
pro forma per share data of the acquiring company and historical and equivalent pro forma per share data of the target company.
We have provided a one-year pro-forma per share data as required by this item.

Item 14(b)(11) states
that an Issuer should provide Interim Financial Statements, if material. We have included our Interim Financials for period ended
December 31, 2019.

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2. Please revise to include a discussion
as to the background of the transaction, including the material issues discussed and key negotiated terms. The disclosure should
provide shareholders with an understanding of how, when, and why the material terms of your proposed transaction evolved and why
this transaction is being recommended as opposed to any alternatives. In your revised disclosure, please ensure that you address
the following:

the material terms in the initial proposal and subsequent
proposals and counter offers;

identification of the parties involved;

alternatives;

valuations; and

the Board’s basis for approving the proposed transaction.

Company
Response. We have amended our filing accordingly to include the disclosures requested as to the background of the transaction,
including the material issues discussed and key negotiated terms as well as the reason for the acquisition. The amended disclosure
can be found in the section titled “Background of the Acquisition” and “Reasons for the Acquisition” beginning
on page 24 and 27,
respectively, of the attached Amendment Number 1 to our Preliminary Information Statement on Schedule 14C.

3.
Please provide the information required by Item 1004(a)(2) of Regulation M-A. See also Schedule 14A, Item 14(b)(4)
or advise.

Company Response.
We have amended our filing to include additional information required by Item 1004(a)(2) of Regulation M-A. Please see revised
section entitled “Merger Agreement” and subsequent sections beginning on page 20 of the attached copy of Amendment
Number 1 to our Preliminary Information Statement on Schedule 14C.

4. Please
provide us with your detailed analysis as to how you determined that you are not required to register the transaction under the
Securities Act.

Company Response.
We respectfully advise the Staff that the Company is relying on Section 4(a)(2) of the Securities Act of 1933, as amended (the
“Securities Act”), as the exemption from registration under Section 5 of the Securities Act with respect to the restricted
common stock shares to be issued to the OCG Inc. shareholders at the time of the closing of the Company’s proposed merger
with OCG Inc. The Company believes that the proposed issuance of shares constitutes a valid private placement pursuant to Rule
506(b) of Regulation D as a safe harbor to Section 4(a)(2) of the Securities Act.

In According with the Rule 506(b), the Company
has not participated in (i) any general solicitation or advertising to market the securities and (ii) the securities may not be
sold to more than 35 non-accredited investors. OCG, Inc. has approximately 224 shareholders of record who shall receive shares
in the proposed Merger. Of the shareholders, OCG has provided representation that 212 shareholders are accredited investors and
12 are unaccredited investors who meet the legal standard by having sufficient knowledge and experience in financial and business
matters. Additionally, the OCG shareholders have been provided the financial statement information required by Rule 506 and have
been permitted the opportunity to ask questions. The Company shall file a Form D within 15 days of the first sale and comply with
notice requirements of the respective states.

Additional Information, page 16

5. We
note that you have incorporated by reference certain of the information required by Item 14 of Schedule 14A. Please note that this
information may be incorporated by reference to the same extent as would be permitted by Form S-4 pursuant to Item 14(e) to Schedule
14A. As you do not appear to meet the requirements for use of Form S-3, please revise the Schedule 14A to include the information
required by Item 14(c). Alternatively, please advise us if you intend to rely upon Item 14(e)(2) to incorporate the required information
by reference and, if so, please confirm that you will deliver the information incorporated by reference in the information statement
to stockholders at the same time as you send them the information statement.

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Company
Response. We have amended our filing accordingly to remove the items incorporated by reference and include the relevant
financial data directly; see Exhibits B and C which will be filed with our final Definitive Information Statement.

We have filed as Exhibit 1 hereto, a redline copy of
our Preliminary Information Statement on Schedule 14C which we will file through Edgar upon clearance of the Staff’s comments
as presented in the Staff Letter.

Please do not hesitate
to contact me with any further questions.

Sincerely,

/s/ Robert Mikkelsen

Chief Financial Officer

cc:
Horwitz + Armstrong, A PLC, Jessica M. Lockett, Esq.

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EXHIBIT 1

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 SCHEDULE 14C

  Amendment No. 1

Information Statement Pursuant to Section
14(c)

of the Securities Exchange Act of 1934

Check the appropriate box:

☑
Preliminary Information Sheet

☐
Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2))

☐
Definitive Information Statement

ITEM 9 LABS CORP.

(Exact name of registrant as specified in its
Charter)

Payment of Filing Fee (Check the appropriate
box):

☑
No fee required.

☐
Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.

    1)
    Title of each class of securities to which transaction applies:

    2)
    Aggregate number of securities to which transaction applies:

    3)
    Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

    4)
    Proposed maximum aggregate value of transaction:

    5)
    Total fee paid:

☐
Fee paid previously with preliminary materials.

☐ Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing
by registration statement number, or the Form or Schedule and the date of its filing.

1) Amount Previously
Paid:

2) Form Schedule
or Registration Statement No.:

3) Filing Party:

4) Date Filed:

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SCHEDULE 14C INFORMATION

Information Statement Pursuant to Regulation 14C

of the Securities Exchange Act of 1934 as
amended

Item 9 Labs Corp.

2727 N 3rd Street, Suite 201,
Phoenix AZ 85004

Tel. 1-833-867-6337

WE ARE NOT ASKING YOU FOR A PROXY AND

YOU ARE REQUESTED NOT TO SEND US A
PROXY

This Information Statement
(the “Information Statement”) is being furnished to the holders (the “Stockholders”) of shares of common
stock, par value $0.001 per share (the “Common Stock”), of Item 9 Labs Corp., a Delaware Corporation (the “Company”)
in connection with the reverse triangular merger in which the Company shall acquire OCG,
Inc., a Colorado corporation (“OCG”).

Notice is hereby given to
you that all members of the Company’s Board of Directors (“Board”) and
the holders of a majority of the outstanding shares of our common stock (the “Majority
Stockholders”) have, by written consent in lieu of a stockholders’ meeting, approved and authorized the Company
to: (1) enter into the Agreement and Plan of Merger, dated as of February 27, 2020, by and among the Company, a wholly owned subsidiary
of the Company (“Merger Sub”), and OCG, and perform the transactions contemplated thereby; (2) file the necessary certificates
of merger to effectuate the transactions contemplated by the Agreement and Plan of Merger (collectively, corporate actions).

This Information Statement
is being furnished to Stockholders for informational purposes only, pursuant to Section 14(c) of the Securities Exchange Act of
1934, as amended (the “Exchange Act”), and the rules and regulations prescribed thereunder. As described in this Information
Statement, on March 5, 2020, the Majority Stockholders, collectively owning 42,606,712 shares of Common Stock, representing approximately
69% of the 61,410,645 total issued and outstanding shares of Common Stock of the Company as of March 5, 2020 (the “Consent
Date”), approved the Corporate Actions by written consent in lieu of a meeting of Stockholders. Our Board of Directors
approved the foregoing Corporate Actions by written consent on February 27, 2020.

Our Board of Directors is
not soliciting your proxy or consent in connection with the Corporate Actions. You are urged to read this Information Statement
carefully and in its entirety for a description of the Corporate Actions taken by the Majority Stockholders. Stockholders who were
not afforded an opportunity to consent or otherwise vote with respect to the Corporate Actions taken have no right under Delaware
corporate law or the Company’s Articles of Incorporation or Bylaws to dissent or require a vote of all Stockholders.

The Corporate Actions will
not become effective before a date which is twenty (20) calendar days after this Information Statement is made available to or
otherwise delivered to Stockholders. The Information Statement is being given on or about [•], 2020 (“Record
Date”) to Stockholders of record on the Record Date. The entire cost of furnishing this Information Statement will be
borne by the Company.

THIS IS NOT A
NOTICE OF A SPECIAL MEETING OF STOCKHOLDERS, AND NO STOCKHOLDER MEETING WILL BE HELD TO CONSIDER ANY MATTER DESCRIBED HEREIN. THIS
INFORMATION STATEMENT IS BEING FURNISHED TO YOU SOLELY FOR THE PURPOSE OF INFORMING STOCKHOLDERS OF THE MATTERS DESCRIBED HEREIN
PURSUANT TO SECTION 14(C) OF THE EXCHANGE ACT AND THE REGULATIONS PROMULGATED THEREUNDER, INCLUDING REGULATION 14C.

WE ARE NOT ASKING YOU
FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND A PROXY.

By order of the Board of Directors
of ITEM 9 LABS CORP.

Date: [•], 2020

/s/ Andrew Bowden

 By: Andrew Bowden

 Chief Executive Officer and
Director

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NOTICE OF ACTION TO BE TAKEN PURSUANT TO THE
WRITTEN CONSENT OF STOCKHOLDERS

INFORMATION STATEMENT

WE ARE NOT ASKING YOU FOR A PROXY AND YOU
ARE REQUESTED NOT TO SEND US A PROXY

To the Stockholders of ITEM 9 LABS CORP.:

Item 9 Labs Corp., a Delaware corporation (the
“Company,” “we,” “our,” or “us”), is making this Information Statement available
on or about [•], 2020  to all the Company’s stockholders of record as of [•], 2020
(the “Record Date”).  As of March 5, 2020, 61,410,645 shares of our common stock were issued and
outstanding. Each outstanding share of our common stock is entitled to one vote per share. On March 5, 2020 (the “Consent
Date”). Holders of approximately 69% of the outstanding shares of our common stock prior to the transactions referenced
herein have, by written consent in lieu of a stockholders’ meeting (the “Written Consent”), approved and authorized
the Company to: (1) enter into the Agreement and Plan of Merger, dated as of February 27, 2020, by and among the Company, an unnamed
Colorado corporation (“Merger Sub”) and a wholly owned subsidiary of the Company, and OCG, Inc. (“OCG”),
a Colorado corporation (the “Merger Agreement”), and perform the transactions contemplated thereby, and (2) file the
necessary certificates of merger to effectuate the transactions contemplated by the Agreement and Plan of Merger (collectively,
corporate actions).

This Information Statement is being made available
pursuant to the requirements of Rule 14c-2 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), to inform holders of our common stock who were entitled to consent to the matters authorized by the Written Consent.
This Information Statement also constitutes notice of the actions that have been approved pursuant to the Written Consent for purposes
of Section 228 of the General Corporation Law of the State of Delaware (the “DGCL”).

Because the Written Consent was executed by
holders representing approximately 69% of the outstanding shares of our common stock, no vote or consent of any other stockholder
is being, or will be, solicited in connection with the authorization of the matters set forth in the Written Consent. Under the
DGCL and our Bylaws, the votes represented by the holders signing the Written Consent are sufficient in number to authorize the
matters set forth in the Written Consent, without the vote or consent of any other stockholder of the Company.  The DGCL
provides that any action that is required to be taken, or that may be taken, at any annual or special meeting of stockholders of
a Delaware corporation may be taken, without a meeting, without prior notice and without a vote, if a written consent, setting
forth the action taken, is signed by the holders of outstanding capital stock having not less than the minimum number of votes
necessary to authorize such action.

Based on the foregoing, our board of directors
(our “Board”) has determined not to call a meeting of stockholders to approve the transactions contemplated by the
Written Consent.

NO VOTE OR OTHER CONSENT OF OUR STOCKHOLDERS
IS SOLICITED IN CONNECTION WITHTHIS INFORMATION STATEMENT. WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND
US A PROXY.

FORWARD LOOKING STATEMENTS

This Information Statement
and other reports that the Company files with the SEC contain forward-looking statements about the Company’s business containing
the words “believes,” “anticipates,” “expect