SecProbe.io

February 27, 2019
Mark S. Elliott
Chief Financial Officer and Chief Operating Officer
Level Brands, Inc.
4521 Sharon Road, Suite 450
Charlotte, NC 28211
Re:Level Brands, Inc.
Registration Statement on Form S-3
Filed December 13, 2018
File No. 333-228773
Dear Mr. Elliott:
            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.  If 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 reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Form S-3 filed December 13, 2018
Form 8-K/A filed February 22, 2019 Exhibit 99.3
1. - Basis of Pro Forma Presentation, page F-6
1.You disclosed in your Item 2.01 Form 8-K dated December 20, 2018 that the merger
transaction will be accounted for as a reverse merger.  Please address how you determined
the appropriateness of this accounting.  In this regard, we note that in the First Tranche
you will issue 6,500,000 shares of common stock to the preferred membership interest
owners of Cure Based Development and in the Second Tranche you will issue 8,750,000
shares of your common stock to CBD Holding, LLC, a member of Cure Based
Development which is controlled by Mr. Scott Coffman, CEO and one of the managers of
Cure Based Development.  In light of the vesting provisions of the Second Tranche and
guidance set forth in ASC 805-10-25-20 through 21 and ASC 805-10-55-24 through 55-

 FirstName LastNameMark S. Elliott
 Comapany NameLevel Brands, Inc.
 February 27, 2019 Page 2
 FirstName LastNameMark S. Elliott
Level Brands, Inc.
February 27, 2019
Page 2
26, please address why the 8,750,000 shares are not accounted for as a separate
transaction and therefore not included in applying the acquisition method of accounting,
including the determination of the purchase price.  Specify whether the vesting terms
include a condition of employment.
2.To the extent reverse merger accounting is appropriate, please expand your disclosures to
clarify this is your basis of accounting and identify the accounting acquirer (Cure Based
Development) and the accounting acquiree (Legal Brands).
3. - Preliminary Purchase Price allocation and Pro Forma Adjustments, page F-7
3.To the extent reverse merger accounting is appropriate, please address the following
comments:
•With reference to ASC 805-40-30-2 and ASC 805-40-55-9 and 10, please revise your
determination of the preliminary purchase price.  Based on this guidance, the
consideration effectively transferred should be equal to the acquisition date fair value
of the legal acquirer (Level Brands).  Please also note that Legal Brand’s payment of
cash to the shareholders of Cure Based Development should be considered a
distribution of capital and, accordingly reflected as a reduction of shareholder’s equity;
and
•Please reflect the assets and liabilities of Legal Brands in accordance with ASC 805-
20-25.  In this regard, we note that goodwill is measured as the excess of the fair value
of the consideration effectively transferred (i.e. the acquisition date fair value of Level
Brands) over the net amount of Level Brands recognized identifiable assets and
liabilities.  Refer to ASC 805-40-55-11 and 12.
Form 10-Q for the Quarter Ended December 31, 2018
Note 2. Acquisitions, page 18
4.With reference to ASC 805-10-25-6 and 7, please tell us how you determined the
acquisition date for your merger with Cure Based Development.  Ensure your response
fully addresses the fact that you have not transferred the equity consideration and that,
based on your disclosures, you cannot issue such shares until after you receive the
approval of your shareholders.
5.If you have appropriately determined the acquisition date, please address the above
comments as they relate to your accounting for the Cure Based Development business
combination and revise your financial statements accordingly.
6.To the extent reverse merger accounting is appropriate, please ensure that your financial
statements for periods subsequent to the acquisition date fully comply with the accounting
and disclosure requirements set forth in ASC 805-40.  Specifically, ensure your
accounting addresses our pro forma comments above regarding your determination of the
preliminary purchase price allocation.  Also, please note the following:

 FirstName LastNameMark S. Elliott
 Comapany NameLevel Brands, Inc.
 February 27, 2019 Page 3
 FirstName LastName
Mark S. Elliott
Level Brands, Inc.
February 27, 2019
Page 3
•Prior to the date of the reverse merger, the historical financial statements presented in
your filing become those of Cure Based Development and should only include their
historical results and operations;
•The historical financial statements of Cure Based Development are required to reflect
the shares issued by Level Brands ``to acquire´´ Cure Based Development as
outstanding for all periods presented in a manner similar to a stock split. This may
require a recalculation of the weighted average shares outstanding for EPS purposes.
Differences in par value should be offset to additional paid-in capital;
•Cure Based Development financial statements are required to reflect the reverse
merger of Level Brands on the acquisition date. On this date, Level Brand’s
outstanding shares should be reflected as being issued by Cure Based Development to
acquire Level Brands; and
•Subsequent to the date of the reverse merger, the historical financial statements are
required to be those of the Cure Based Development and Level Brands on a
consolidated basis.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Sergio Chinos, Staff Attorney, at (202) 551-7844 or Jay Ingram, Legal
Branch Chief, at (202) 551-3397 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing and
Construction
cc:       Brian Pearlman