SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE

  Mail Stop 4631

August 29 , 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.
Supplemental Response to Draft Registration Statement
Submitted August 10 , 2017
  CIK  No. 0001644903

Dear Mr. Sumichrast :

We reviewed your August 10, 2017 supplemental response and have the
following comments .

Management’s Discussion and Analysis of Financial Condition and Results of Operations

1. We have read your responses to prior comments  3 and 4 .  In regard to I’M1 and EEI,
please address the following:

 We note that you utilize the master advisory and consulting a greement with
kiWW to provide services to I’M1 and EEI and “incur intercompany expenses
that are eliminated upon consolidation .”  It appears to us that this essentially
results in I’M1 and EEI recording revenues related to their operations but not
recordin g all related expenses.  As noted in your interim statement of
operations, this resulted in you allocating income to the non -controlling
interests in I’M1 and EEI , thereby increasing the net loss that you allocated to
your common shareholders.  Please revi se your filing to more fully address
the potential risks and consequences to common shareholders as a result of the
non-controlling interests; and

 We note that I’M1 has entered into transactions in which it provided services
in exchange for stock and warr ants.  Please revise your filing to more fully
address the potential risks and consequences to your operating results and
liquidity as a result of I’M1 providing services in exchan ge for non -cash
consideration.

Mr. Martin A. Sumichrast
Level Brands, Inc.
August 29, 2017
Page 2

2. We note your disclosure that NuGene is not a  related party; however, it appears to us
it had a pre -existing relationship with kathy ireland and affiliated entities.  If accurate,
please disclose that fact.  Also, to the extent that any other entities with which you
entered into material agreement s had a pre -existing relationship with you or kathy
ireland and affiliated entities, please disclose that fact.

3. In regard to your transactions related to NuGene, please address the following:

 Disclose whether NuGene has  paid the $50,000 account receivable d ue on
June 30, 2017.  If not, explain how you have determined that this receivable is
collectable;

 Identify the related party to whom you sold the NuGene shares, explain how it
determined the consideration that it  paid, and expla in why it  provided
consid eration that appears to significantly exceed the value of the underlying
stock  that it  received; and

 Disclose the terms of the short term note receivable that you received as
partial consideration for the NuGene shares.  If this receivable is still
outstanding, explain how you have determined that it is collectable.

4. In regard to your transactions with Formula Four Beverages, please disclose and
discuss the natu re and extent of the “recent financing activities” that you relied on to
value the warrants that you received to purchase 1,600,000 shares  of its  common
stock .

Interim Consolidated Financial Statements

Consolidated Statements of Cash Flows

5. It is not cle ar to us how amounts presented as proceeds from sale of common stock
for the interim periods ended March 31, 2017 and 2016 reconcile with disclosures in
your filing.  Please clarify or revise.

Note 2 – Acquisitions ; Note 4 – Intangible Assets

6. We have rea d your response to prior comment 11.  Please address the following:

 Explain why the wholesale license agreement and the master advisory and
consulting agreement with kiWW  have defined  terms;

 Explain how you determined that extensions will be “a simple fo rmality”; and

 Identify Entity A and Entity B, noted in your response.

Mr. Martin A. Sumichrast
Level Brands, Inc.
August 29, 2017
Page 3

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 other
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