SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549 -4631

       DIVISION OF
CORPORATION FINANCE

  Mail Stop 4631

March  8, 2017

Via E-Mail
Mr. Martin A. Sumichrast
Chairman, Chief Executive Officer , and President
Level Brands, Inc.
4521 Sharon Road, Suite 450
Charlotte, NC 28211

Re: Level Brands, Inc.
Draft Registration Statement
Submitted February 10 , 2017
  CIK  No. 0001644903

Dear Mr. Sumichrast :

We reviewed your draft registration statement and have the following comments.
In some of our comments we may ask you to provide us information so that we may
better understand your disclosure.

Please respond to this letter by providing the requested information and either
submitting an amended draft registration statement or public ly filing your registration
statement on EDGAR.  If you do not believe that our comments apply to your facts and
circumstances or do not believe that an amendment is appropriate, please tell us why in
your response.

After reviewing the information you pro vide in response to these  comments  and
your amended draft registration statement or filed registration statement,  we may have
additional comments.

General

1. Please provide updated interim financial statements and related information as
required by Rule 8-08 of Regulation S -X.

2. Provide us copies of any artwork that you intend to use as soon as possible for our
review.  Since we may have comments on these materials, you may wish to consider
waiting for comments before printing and circulating any artwork.

Mr. Martin A. Sumichrast
Level Brands, Inc.
March 8, 2017
Page 2

 3. Provide us copies of all written communications as defined in Rule 405 under the
Securities Act that you or anyone authorized to do so on your behalf present to
potential investors in reliance on Section 5(d) of the Securities Act, whether or not
they ret ain copies of the communications.   Similarly, provide us any research reports
about you that are published or distributed in reliance upon Section 2(a)(3) of the
Securities Act added by Section 105(a) of the Jumpstart Our Business Startups Act by
any broke r or dealer that is participating or will participate in your offering.

Registration Statement’s Facing Page

4. The EDGAR system indicates that your primary standard industrial code number is
2844 and not 2300.  Please revise.

Prospectus’ Outside Front Cover P age

5. Your fee table suggests that you are registering the offering of underwriters’ warrants
and the underlying common stock.  Please revise your cover page to state that you are
also offering warrants to the underwriters as well as the number of sh ares of common
stock underlying the warrants.

Prospectus Summary, page 5

6. In the last paragraph on page 5, you describe your business model as utilizing a
“disruptive approach in the marketplace .”  Please elaborate on what about yo ur
business model is dis ruptive  as you have explained the meaning of that term.

7. In the first paragraph on page 6, please explain what you mean when you say that you
are a “branding and marketing” company.  From disclosure throughout the
prospectus, it appears that you develop an d sell hair products, and that you would like
to expand into men’s products and entertainment.   Please clarify.

Summary Historical Financial Data, page 10

8. We note footnote (1) related to the pro forma as adjusted disclosures indicates that
you are giving pro forma effect  to the 1:5 reverse stock split that occurred on
December 5, 2016.  However, we also note disclosures on page 3 and in the
consolidated financial statements that indicate all share and per share information in
your filing appropriately give effect to the 1 :5 reverse stock split.  Please correct
footnote (1).  Please also correct related pro forma disclosures under capitalization on
page 26 and dilution on page 27.

Our chief executive officer was recently appointed…and is involved in other businesses
that c an impact his time devoted to our company, page 11

Mr. Martin A. Sumichrast
Level Brands, Inc.
March 8, 2017
Page 3

 9. Disclosure that Mr. Martin A. Sumichrast’s involvement in other businesses could
impact his time and attention to the company’s business appears inconsistent with
disclosure on page 1 of his employment ag reement filed as exhibit 10.9 to the
registration statement that he is to devote “substantially” all of his business time and
attention to the company’s business and affairs.  Please reconcile the disclosures.

Results of Operations, page 30

10. We note that sales for fiscal 2016 primarily consisted of the following products:  The
Iron (approximately 21% of revenues), Fearless (approximately 5% of revenues),
Fierce (approximately 5% of revenues), and five other products each at approximately
4% of revenues.  P lease identify what makes up the remaining 49% of fiscal 2016
sales.

Liquidity and Capital Resources, page 31

11. Based on your working capital deficit and negative operating cash flows, please more
fully disclose and discuss known trends or demands and comm itments that will or are
reasonably likely to result in liquidity materially increasing or decreasing.  Please also
more fully disclose and discuss the actions that you have taken or intend to take to
remedy the current deficiencies .

Critical Accounting Policies, page 32

12. Please disclose and discuss the critical accounting policies and estimates that required
significant management judgement.  It appears to us, at a minimum, that you should
enhance your disclosures related to sales returns and al lowances and intangible assets.

Product Development, page 36

13. We note that your products are conceptualized in -house and that formulas are
developed utilizing the services of third party contractors.  Please provide an estimate
of the amount spent during each of t he last two fiscal years on rese arch and
development activities  as required by Item 101(h)(4)(x) of Regulation S -K.

Encore Endeavor 1 (EE1), page 40

14. Elaborate on your contractual agreements with Bertelsmann Music Group.
Additionally, advise what conside ration you have given to filing the contractual
agreements as exhibits to the registration statement.  See Item 601(b)(10) of
Regulation S -K.

Mr. Martin A. Sumichrast
Level Brands, Inc.
March 8, 2017
Page 4

 Management, page 43

15. If applicable, describe any of the events specified in Item 401(f) of Regulation S -K
that oc curred during the past 10 years and that are material to an evaluation of the
ability or integrity of any director, person nominated to become a director, or
executive officer.

Our History, page 42

16. In the second paragraph of this section, where you discu ss the acquisition of Beauty
& Pin -Ups, please clarify, if true, that the 12% and 10% membership interests that
you issued to Mr. Priel Maman and Sigan Industries Group were membership
interests of your subsidiary, Beauty & Pin -Ups, LLC rather than interes ts in Level
Brands.

Directors and Executive Officers, page 43

17. In the biographical paragraph of Mr. Martin A. Sumichrast, describe briefly his
business experience during the past five years.  See Item 401(e)(1) of Regulation S -K.

Director Nominees, page 44

18. File the consent of each director nominee as an exhibit to the registration statement.
See Rule 438 of Regulation C under the Securities Act.  To the extent that any of the
nominees have become directors of the company by the time that you amend your
registration statement, please update your disclosure accordingly.

Corporate Governance and Nominating Committee, page 48

19. Specify the two directors beginning in March 2017 whom the board of directors
determines are independent within the meaning of Rule 5605 of the NASDAQ
Marketplace Rules.

Certain Relationships and Related Party Transactions, page 54

20. In the first paragraph, please clarify that you have disclosed all transactions in which
the amount involved exceeds the lesser of $120,000 and 1% of your  average of your
total assets at year -end for the last two completed fiscal years.  Based on your audited
balance sheet, this appears to require disclosure of related party transactions where
the amount involved is $17,230 or more.  Please see Item 403(d)( 1) to Regulation S -
K.

Mr. Martin A. Sumichrast
Level Brands, Inc.
March 8, 2017
Page 5

 Transactions with Affiliates  of Mr. Shriver, page 55

21. In the first bullet point relating to Best Buddies International, please clarify whether
the charitable contribution that you have made and are required to make is in the form
of cash or stock.  Please also file a copy of this agreement as an exhibit to the
registration statement.

Transactions with affiliates of G. Tyler Runnels . . . , page 55

22. In the second bullet point under this subheading, please clarify whether you will be
required to pay any “tail fee” on the proceeds of this offering to T.R. Winston & Co.

Representatives’ Warrants, page 62

23. We note that your fee table includes representative’s warrants and underlying
common stock.  In your discussion of registration rights  in this section, please clarify
whether you are currently registering the issuance of the representative’s warrants and
underlying common stock in satisfaction of any registration rights held by the
representative.

Consolidated Balance Sheets, page F -2

24. Given the significance of your line of credit and the related interest payable, please
revise the related balance sheet line items to indicate that they are due to a related
party.

Note 1 – Organization and Summary of Significant Accounting Policies, Reve nue
Recognition, page F -8

25. Please disclose when risk of loss and title to products are transferred to your
customers.

26. We note your disclosure that you allow customers to return unsold products if and
when they meet certain established criteria as set forth in company trade terms.
Please more fully explain the specific nature of the criteria and how you considered
them in your revenue recognition policy.  Please specifically address the account
receivable payment terms related to your significant custo mer, including if its
payments to you are in any way contingent on its sale of your products to its
customers.  In addition, due to your reliance on a significant customer during fiscal
2016 and your lack of material historical sales data, please more full y explain how
and why you believe that you are reasonably able to estimate sales returns and
allowances.

Mr. Martin A. Sumichrast
Level Brands, Inc.
March 8, 2017
Page 6

 Note 2 – Intangible Assets, page F -12

27. In regard to the transaction with BPUNY, please more fully address the following:

 Indicate who controlled BPUN Y, including if they are/were a related party;

 Explain how you determined that you did not acquire a business for which
additional historical and pro forma financial statements could be required
pursuant to Rules 8 -04 and 8 -05 of Regulation S -X;

 Identify  the specific nature and amount of any intangible assets in addition to
the trademark that you acquired; and

 Explain the specific nature of the trademark that you acquired, how you
determined its fair value, and how you determined that it has an indefinit e life.

Note 3 – Inventory, page F -12

28. It is not clear to us why it is appropriate to include prepaid inventory, which appears
to be essentially a deposit, in your tabular disclosures of inventory components or
why you identify both the first and last lin es in your tabular disclosures as finished
goods.  Please clarify or revise.

Note 6 – Related Party Transactions, page F -13; Note 7 – Shareholders’ Equity, page F -
14

29. We note several transactions where shares were issued for services, charitable
contribut ions, or to satisfy obligations.  Please disclose how you valued shares that
you issued for services, charitable contributions, and obligations.

Note 13 – Subsequent Events, page F -20

30. Please indicate the date through which subsequent events were evaluated.  Please also
disclose whether that date is the date that the financial statements were issued or
available to be issued.  Refer to ASC 855 -10-50-1.

31. In your updated financial statemen ts, please ensure your disclosures adequately
disclose and discuss your accounting for the following transactions:

 The issuance of $2,125,000 8% convertible promissory n otes and warrants,
including your consideration of whether the notes include a benefic ial
conversion feature.  In this regard, we note the conversion terms relative to the
per share cash price for common stock during fiscal 2016;

Mr. Martin A. Sumichrast
Level Brands, Inc.
March 8, 2017
Page 7

  The acquisition of a 51% ownership in IM1 in exchange for 583,000 shares of
common stock, including to whom the shares were issued , how they were
accounted for, and whether additional historical and pro forma financial
statements are required pursuant to Rules 8 -04 and 8 -05 of Regulation S -X;
and

 The acquisition of a 51% ownership in EE1 in exchange for 283,000 sh ares of
common stock, including to whom the shares were issued , how they were
accounted for, and whether additional historical and pro forma financial
statements are required pursuant to Rules 8 -04 and 8 -05 of Regulation S -X.

Recent Sales of Unregistered Securities, page II -2

32. State the value of the shares of common stock issued to EE1 Holdings, LLC and IM1
Holdings, LLC in January 2017 as consideration for the purchase of Class A
membership interests.  See Item 701(c) of Regulation S -K.

Undertakings, page II -4

33. Provide the undertaking required by Item 512(a)(5)(ii) of Regulation S -K.

Index to Exhibits, page II -7

34. Revise the caption to exhibit 10.7 to reflect that the termination agreement dated
September 30, 2016 is by and between Siskey Capital, LLC and Level Beauty Group,
Inc.

Exhibits 10.15, 10.20, and 10.21

35. You did not file all attachments to the exhibits.   For example, refer to exhibit A of
exhibi t 10.15, exhibit B to exhibit 10.20, and exhibit B to exhibit 10.21.  Unlike Item
601(b)(2) of Regulation S -K, there is no provision in Item 601(b)(10) of Regulation
S-K for omitting an attachment to an exhibit.  Please refile the exhibits in their
entirety with all attachments.

Mr. Martin A. Sumichrast
Level Brands, Inc.
March 8, 2017
Page 8

 You may contact Melinda J. Hooker , Staff Accountant, at (202) 551 -3732  or
Anne M. McConnell , Staff Accountant , at (202) 551 -3709  if you have questions about
comments on the financial statements and related matters.  You may contact Edward M.
Kelly, Special Counsel, at (202) 551 -3728 or me at (202) 551 -3765 if you have any ot her
questions .

Very truly yours ,

      /s/ Pamela A. Long

      Pamela A. Long
      Assistant Director
      Office of Manufacturing and Construction

cc: Via E -mail
 Brian A. Pearlman, Esq.
 Charles B. Pearlman, Esq.
 Pearlman Law Group LLP
 2200 Corporate Boulevard, N.W., Suite 210
 Boca Raton, FL 33431