SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE

  Mail Stop 4631

October 2 , 2017

Via E-Mail
Mr. Martin A. Sumichrast
Chairman, Chief Executive Officer , and President
Level Brands, Inc.
4521 Sharon Road, Suite 407
Charlotte, NC 28211

Re: Level Brands, Inc.
Offering Statement  on Form 1 -A
Filed September 18 , 2017
  File No. 24 -10742

Dear Mr. Sumichrast :

 We have reviewed your offering 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 amending your offering statement and providing
the requested information.  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 any amendment to your offering statement and the
information that you provide in response to these comments, we may have additional
comments.

We will consi der qualifying your offering statement at your request.  In
connection with your request, please confirm in writing that at least one state has advised
you that it is prepared to qualify or register your offering.  If a participant in your offering
is requ ired to clear its compensation arrangements with FINRA, please have FINRA
advise us that it has no objections to the co mpensation arrangements before  qualification.

General

1. Disclosure indicates that you are offering up to $10,000,000 of your common stock ,
with an additional share option of $5,000,000.  Given that the offering is on a best
efforts basis with the selling agents not required to sell any specific number or dollar
amount of your common stock, it is unclear why you are not simply offering up to

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

 $15,000,000 of your common stock without an additional share option amount.
Please revise or advise.

2. Disclosure indicates that some exhibits, including the legal opinions, will be filed by
amendment.  Allow us sufficient time to review the exhibits befo re qualification of
the offering statement.

Summary Historical Financial Data, page 10

3. Given that this is now a best efforts offering, with no minimum, it appears to us you
should remove any pro forma disclosures that reflect the receipt of proceeds from  the
offering.  This comment is also applicable to your capitalization table on page 25.

Encore Endeavor 1 (EE1), page 48

4. Disclosure in the first bullet point on page 49 indicates that EE1 had an oral
agreement with Sandbox LLC for the travel and concierge related services that it
arranged in February 2017.  If the company is party to an oral contract that would be
required to be filed as an exhibit under Item 601(b)(10) of Regulation S -K if it were
written, the company should provide a written des cription of the contract similar to
that required for oral contracts or arrangements under Item 601(b)(10) of Regulation
S-K.  Please file as an exhibit to the offering statement the written description of the
oral contract.  Alternatively, advise us why t he written description of the oral contract
need not be filed as an exhibit to the offering statement.  For guidance you may wish
to refer to Question 146.04 in the Regulation S -K section of our Compliance and
Disclosure Interpretations available on the Co mmission’s website.

Director Compensation, page 67; Executive Compensation, page 68

5. If your offering statement was not qualified before October 1, 2017, you are required
to update the disclosures to include Item 402 of Regulation S -K disclosures for the
fiscal year ended September 30, 2017.  See Item 11 of Form 1 -A.  For guidance you
may wish to refer to Question 117.05 in the Regulation S -K section of our
Compliance and Disclosure Interpretations available on the Commission’s website.

Consolidated State ments of Cash Flows, page F -4

6. We note your response to prior comment 5.  It appears to us the amount presented as
proceeds from sale of common stock for the period ended June 30, 2016 should also
be revised .

Mr. Martin A. Sumichrast
Level Brands, Inc.
October 2 , 2017
Page 3

 Note 5 – Intangible Assets, page F -15

7. We not e your response to prior comment 6.  Please confirm to us and disclose in your
filing that you will continue to assess the life of indefinite -lived intangible assets as
required by ASC 350 -30-35-16.

Note 15 – Subsequent Events, page F -26

8. It appears to us  the date through which subsequent events were evaluated should be
revised since you disclose events that occurred after that date.

 We remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notw ithstanding any review, comments,
action, or absence of action by the staff.

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