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CORRESP
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filename1.htm

Blueprint

Level Brands, Inc.

4521 Sharon Road, Suite 407

Charlotte, NC 28211

Telephone (704) 362-6345

Mail
stop 4631

'CORRESP'

 August 10,
2017

Division
of Corporation Finance

United
States Securities and Exchange Commission

100 F
Street N.W.

Washington,
DC 20549

Attention:

Pamela A. Long,
Assistant Director

Edward
M. Kelly, Special Counsel

Melinda
J. Hooker, Staff Accountant

Anne M.
McConnell, Staff Accountant

Re:

Level
Brands, Inc. (the "Company")

Amendment
2 to Draft Registration Statement

Submitted
July 12, 2017

CIK
No. 0001644903

Ladies
and Gentlemen:

The
Company is in receipt of the staff's letter of comment dated July
25, 2017 on the above-captioned amendment. In furtherance to our
discussions with the staff, following are the Company's responses
to such comments. In accordance with our counsel's discussions with
the staff, we intend to transition the confidentially submitted S-1
to a live filing 1-A and conduct the initial public offering as a
Tier 2 Reg A+ offering. We appreciate the staff's agreement to
review these responses, and the hereinafter set forth proposed
disclosure changes, prior to our filing of the 1-A. In accordance
with our counsel's discussions with the staff, at the time of the
filing of the 1-A we will provide courtesy copies to the staff to
reflect the revisions from the confidentially submitted S-1 to the
1-A to facilitate the staff's review.

Prospectus Summary, page 5

1.

Refer to comment 3 in our May 18, 2017 letter. The marked version
of your amended draft registration statement does not reflect
revisions made in the prospectus summary and elsewhere. For
example, refer to the three bullet points in the second paragraph
on pages 5-6 of the prospectus summary and throughout the business
section. Additionally, the marked version of your amended draft
registration reflects revisions where no revisions are made. For
example, refer to the first paragraph of the risk factor “Our
business is dependent on market acceptance of our
brands…” on page 17. Ensure in future filings that the
marked version reflects accurately where revisions are made and
does not reflect revisions where no revisions are made. If you
require technical assistance, you may contact EDGAR operations at
(202) 551-8900.

RESPONSE:

Subsequent to the
receipt of the above-referenced letter of comment, the Company's
EDGAR filer spoke with representatives at EDGAR Filer Support and
has resolved the software incompatibility which was creating these
continuing issues.

Division
of Corporation Finance

United
States Securities and Exchange Commission

August
10, 2017

Page
2 of
11

Results of Operations, page 32

2.

It appears to us that all disclosures related to sales in your
filing, including MD&A and the notes to the financial
statements, should be based on “net sales.” We note
certain disclosures of segment sales, including on page 33,
indicate that they are based on “net sales” but appear
to be based on gross sales. We also note segment disclosures in the
notes to your financial statements are based on gross sales. Please
revise your filing to present “net sales” in total and
by segment. Please also address the specific nature of your sales
allowances and explain to us why you believe any presentation of
gross sales is appropriate.

RESPONSE:

As requested, all
disclosures related to sales in the 1-A, including MD&A and the
notes to the financial statements, appearing in the 1-A when filed
will be based on “net sales.” The 1-A will also present "net
sales" in total by segment and additional disclosure will be added
to address the specific nature of the Company's sales
allowances.

3.

We note your disclosure that during the three months ended March
31, 2017, I’M1 entered into its “first advisory
agreements and delivered strategic marketing and branding services
and recorded revenue during the quarter upon successful completion
of the services.” Please more fully disclose and discuss the
specific terms of the agreements, including the specific services
you provided, the identities of the customers, whether they are
related parties, and the nature of the consideration you received
in return for the services you provided. Please fully address how
you were able to provide these services without incurring any
related cost of sales. In this regard, it is not clear to us how or
why presenting segment disclosures that do not reflect the costs of
generating the related revenues are meaningful or
relevant.

RESPONSE:

The 1-A will
contain the following expanded details related to each advisory
agreement as indicated above in the Business section. The
underlined text below reflects revisions from the text which
appeared in the last S-1 amendment:

Kure
Corp.

Under
the terms of a license agreement dated March 29, 2017, we granted
Kure Corp. a non-transferrable license to use the I'M1 marks solely
for the sale, marketing and distribution of vaping juices and
vaping products through certain specified channels of distribution
in the United States. Kure Corp. is a Charlotte, North
Carolina-based privately held vaping company. Under the terms of
the 10 year license agreement, Kure Corp. is required to begin
shipping the licensed products no later than April 30, 2018. As
compensation we are entitled to a royalty of 5% of the gross sales
of all licensed products. We may internally allocate a portion of
this compensation to EE1 in connection with services related to any
appearances, filming and/or recording by Mr. Tom Meharey to promote
these licensed products. The license agreement may be terminated by
either party upon 30 days notice in the event of a breach of the
agreement by the other party.

On
March 20, 2017 we also entered into a nine month consulting
agreement with Kure Corp. under which we were engaged to provide
assistance in the promotion and advice with respect to the
marketing and branding of the licensed products. As compensation,
Kure Corp. will pay us a total of $600,000 upon the completion of
various of the contracted services under the terms of the
agreement, including $200,000 which was due by March 31, 2017
in exchange for certain social media promotional services and
marketing services which were delivered by March 31, 2017, with the
balance due upon the provisions of additional marketing and
promotional services. The additional services were provided in the
third quarter of fiscal 2017 and all payment obligations for
have been made. Specific services delivered under the
agreement include: 1) production of various images promoting Kure;
2) social media content and distribution; 3) content for press
releases as well as coordinating distribution; and 4) production of
a marketing video. These services were delivered in
coordination with EE1 as our service provider thus keeping our cost
of services nominal. Our Chief Executive Officer is a former
member of the board of directors of Kure Corp. and he continues to
control approximately 3.3% of its outstanding voting
securities.

Division
of Corporation Finance

United
States Securities and Exchange Commission

August
10, 2017

Page
3 of
11

NuGene
International, Inc.

On
March 20, 2017 we entered into a nine month consulting agreement
with NuGene International, Inc., a publicly-traded company
(OTCPink:NUGN), that is principally in the business of research,
development, and sales and marketing
“cosmeceutical”
skincare and hair products. Under the terms of the consulting
agreement we were engaged to provide assistance in the promotion of
NuGene International, Inc.'s men's products to create greater
public awareness. These
services specifically included: 1) assistance for social media
content and distribution; 2) content for press releases; and 3)
content for public support statements regarding the product from
brand ambassadors. These services were delivered in
coordination with kiWW under our advisory agreement and with EE1 as
our service providers, thus keeping our cost of services
nominal. As compensation, NuGene International, Inc. issued
us 2,500,000 shares of its common stock valued at approximately
$650,000 to I'M1 upon the execution of the agreement, and will pay
I’M1 an additional $50,000 in cash upon the earlier of the
completion of a financing by NuGene, or June 30, 2017. We have not
yet received payment of the $50,000 and have assessed its
collectability and have determined it is still fully collectible.
Effective June 30, 2017 we exchanged the
2,500,000 shares of common stock for 65 shares of NuGene's Series B
Convertible Preferred Stock which has a stated value of $10,000 per
share. Thereafter, we sold the shares of preferred stock to an
affiliate for an aggregate purchase price of $475,000. The terms of
this transaction are described later in this Offering Circular
under "Certain Relationships and Related Party
Transactions." Additional terms of
this preferred stock are included in Notes 3 and 15 to the notes to
our unaudited consolidated financial statements for the period
ended June 30, 2017 appearing later in this Offering
Circular. NuGene is not a related party.

Formula
Four Beverages Inc.

In May
2017 I'M1 and EE1 entered into a four year advisory agreement with
Formula Four Beverages Inc., a Canadian-based company that supplies
oxygenated beverage products including those under the trade name
OXiGEN. I'M1 and EE1 will jointly advise Formula Four Beverages
Inc. on: 1) various
aspects of corporate branding and work with the company, including
coordinating with other services provider in areas related to
influencer marketing and advertising; 2) assist on media
opportunities; 3) produce a video telling the story and vision of
OXiGEN; and 4) provide strategies to increase its distribution
network. As compensation for the services, Formula Four
Beverages Inc. issued a warrant to purchase 800,000 shares of its
common stock at an aggregate purchase price of $400.00 to each of
I’M1 and EE1, for an aggregate of 1,600,000
shares. For accounting
purposes, we valued the warrant at $0.57 per share based on Formula
Four Beverages recent financing activities. The advisory agreement
provides that the services for which the warrant was issued as
consideration were to be fully performed within 45 days from the
date of the agreement, which services were completed in June 2017
and reflected in our June
30, 2017 financial statements. In addition, I'M1 and EE1 are
entitled to receive royalties ranging from $0.40 to $0.60 per case,
split evenly, based upon the number of cases of OXiGEN related
products, including current and future products, sold annually in
the U.S. above 750,000 cases, for the next four years based upon a
contract year running from May 9 to May 8 of each
year.

Division
of Corporation Finance

United
States Securities and Exchange Commission

August
10, 2017

Page
4 of
11

The
royalty payments are due within 45 days after the close of a month.
We are also entitled to be reimbursed for our out of pocket
expenses incurred in performing the services under the advisory
agreement, of which there have been none. In the event of a change
of control of either Formula Four Beverages Inc. or its U.S.
subsidiary Formula Four Beverages (USA) Inc. as defined in the
advisory agreement, upon notice to us we have the right to
immediately terminate the advisory agreement and receive a lump sum
payment equal to the cumulative royalties paid to us over the
previous trailing 12 month period. The advisory agreement, which
may be terminated by either party upon 30 days notice in the event
of a breach, contains customary mutual confidentiality provisions.
Formula Four Beverages has indemnified I'M1 and EE1 in certain
cases and is required to maintain certain insurance coverage naming
I'M1 and EE1 as covered parties. Formula Four Beverages Inc. is not
a related party.

Our cost of goods related to our
advisory agreements are minimal as the efforts related to the
services are not extensive and costly to deliver but more expertise
focused, and we are able to utilize EE1 and our Master Advisory and
Consulting Agreement with kiWW to account for the services.
In utilizing EE1, we incur
intercompany expenses related to our cost of sales, which are
eliminated upon consolidation of our financial
statements.

4.

We note your disclosure that during the three
months ended March 31, 2017, EE1 entered into its first service
related agreements, “encompassing production assistance
related to television shows, event promotion, production and
coordination services which were delivered and revenue recorded
during the quarter upon successful completion.” Please more
fully disclose and discuss the specific terms of the agreements,
including the specific services you provided, the identities of the
customers, whether they are related parties, and the nature of the
consideration you received in return for the services you
provided.

RESPONSE:

The 1-A will
contain the following expanded details related to each service
agreement as indicated above in the Business. The underlined text
below reflects revisions from the text which appeared in the last
S-1 amendment:

Sandbox LLC

In
February 2017 EE1 arranged, coordinated, and booked for
Sandbox LLC via an oral arrangement, its first travel
related event, specifically arranging for
travel and concierge related services, and was paid $68,550. Sandbox LLC is
not a related party.

Multi-Media Productions, Inc.

In
March 2017 EE1 agreed to provide creative and content input and
feedback to Multi-Media Productions, Inc., the producer of
Worldwide Business with kathy ireland® and Modern Living with
kathy ireland®, on those series. As compensation EE1 is to
receive $50,000 per production month for an expected minimum of
four production months. Through June 2017 we have provided services
for two production months, as the series are produced at irregular
intervals, and have received an aggregate of $100,000 for our
services. Multi-Media
Productions, Inc. is not a related party.

Winter Music Festivals LLC

In
April 2017 EE1 and kathy ireland® Worldwide co-produced the
Winter Music Festivals, LLC (a subsidiary of National Event
Company) 2nd Annual MINUS ZERO Winter Sports and Music Festival at
the Stratton Mountain Resort in South Londonderry, Vermont. The
two-day winter sports and musical festival featured three stages of
music, skiing, snowboarding, Rail Jam & Jump presented by
Monster Energy, lodging onsite and free parking. Specifically, EE1 helped promote the
event through press releases, and social media as well as having a
team onsite for the event. For its services in connection
with this event, EE1 received $15,000. Winter Music Festivals LLC is not a
related party.

Division
of Corporation Finance

United
States Securities and Exchange Commission

August
10, 2017

Page
5 of
11

Liquidity and Capital Resources, page 38

5.

We note that both the changes in your current assets and current
liabilities are reflective of the further development of your
business during the first six months of fiscal 2017. Given the
substantial changes in these balances, please provide a more robust
discussion regarding the reasons why changes occurred.

RESPONSE:

The following will
be added to Liquidity and Capital Resources in the 1-A when
filed.

In
January 2017, we acquired membership interest in two new segments,
which have generated significant revenue compared to prior periods,
which has increased our accounts receivables and marketable and
other securities assets (as we have received from customers their
public or private stock as compensation for services delivered). In
addition, during the first quarter of 2017 our liabilities
increased approximately $1.6 million based on promissory
convertible notes sold in October 2016; however, these notes were
converted by the holders into shares of our common stock during the
third quarter of 2017. As a result of these conversions, our
liabilities were reduced