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CORRESP
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Blueprint

Level Brands, Inc.

4521 Sharon Road, Suite 407

Charlotte, NC 28211

Telephone (704) 362-6345

Mail
stop 4631

'CORRESP'

September 18,
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")

Supplemental
Response to Draft Registration Statement

Submitted
August 10, 2017

CIK
No. 0001644903

Ladies
and Gentlemen:

The
Company is in receipt of the staff's letter of comment dated August
29, 2017. In accordance with our counsel's prior discussions with
the staff, we have live filed an offering statement on Form 1-A to
conduct the initial public offering as a Tier 2 Reg A+ offering. In
accordance with our counsel's discussions with the staff, we are
providing 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.

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 agreement 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 recording 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 revise 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 warrants. 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 exchange
for non-cash consideratio

RESPONSE: With
respect to the first bullet point, supplementally please be advised
that to the extent we have intercompany transactions between any of
our subsidiaries or between our subsidiaries and our parent company
Level Brands, related revenues and cost of sales are both
eliminated. In addition, with the Master Advisory and Consulting
Agreement with kiWW, the cost of sales related to it are deminimis.
As indicated, our cost of sales for I’M1 are extremely low as
this divisions focus is on licensing agreements. In addition, we
continue to apply to each business division its applicable
operating expenses.

Division
of Corporation Finance

United
States Securities and Exchange Commission

September
18, 2017

Page
2 of
6

The
following additional disclosure has been added in the Form 1-A -
MD&A under Net loss:

Each
of our subsidiaries have minority members. At June 30, 2017 and
2016, we owned 100% and 78% of the membership interests of Beauty
& Pin-Ups respectively and at June 30, 2017 we owned 100% of
the voting interests in each of I'M1 and EE1 and 51% membership
interest in each of I’M1 and EE1. As such the Company
accounts for the noncontrolling interest in each of I’M1 and
EE1 based on their incomes or losses. Based on the noncontrolling
interest for these entities, this can have a negative impact on the
income or losses to the shareholders of Level Brands.

After
allocating a portion of the net gain to the noncontrolling
interests in accordance with generally accepted accounting
principles, our net loss decreased 82.5% for three months ended
June 30, 2017 from the three months ended June 30, 2016, and
decreased 39.7% for the nine months ended June 30, 2017 from the
comparable period in fiscal 2016.

In some cases, we
may, from time to time, enter into contracts where all or a
portion of the consideration provided by the customer in exchange
for our services is stock, options or warrants.  In accepting
equity positions, we have a risk that the value of the
consideration provided could decline and require an impairment
charge to be recorded in non-operating income in the consolidated
statement of operations.

The
following disclosure has also been added in the Form 1-A MD&A
under Critical Accounting Policies:

Accounts Receivable

Accounts receivable
are stated at cost less an allowance for doubtful accounts, if
applicable. Credit is extended to customers after an evaluation of
customer’s financial condition, and generally collateral is
not required as a condition of credit extension. Management’s
determination of the allowance for doubtful accounts is based on an
evaluation of the receivables, past experience, current economic
conditions, and other risks inherent in the receivables portfolio.
As of June 30, 2017, all receivables were considered by management
to be fully collectible.

In
addition, we may, from time to time, enter into contracts
where a portion of the consideration provided by the customer in
exchange for our services is stock, options or warrants.  In
these situations, upon invoicing the customer for the stock or
other equity instruments, we will record the receivable as accounts
receivable other, and use the value of the stock or other equity
instrument upon invoicing to determine the value. Where an accounts
receivable is settled with the receipt of the stock or other equity
instrument, the stock or other equity instrument will be classified
as an asset on the balance sheet as either an investment marketable
security (when the customer is a public entity) or as an investment
other security (when the customer is a private
entity).

Marketable Securities

At the
time of acquisition, the marketable security is designated as
available-for-sale as the intent is to hold for a period of time
before selling. Available-for-sale securities are carried at fair
value on the consolidated statements of financial condition with
changes in fair value recorded in the accumulated other
comprehensive income component of shareholders’ equity in the
period of the change in accordance with ASC 320-10. Upon the
disposition of an available-for-sale security, we reclassify the
gain or loss on the security from accumulated other comprehensive
income to non-operating income on our consolidated statements of
operations.

Division
of Corporation Finance

United
States Securities and Exchange Commission

September
18, 2017

Page
3 of
6

Investment Other Securities

For
equity investments where we neither control nor have significant
influence over the investee and which are non-marketable, the
investments are accounted for using the cost method of accounting
in accordance with ASC 325-10. Under the cost method, dividends
received from the investment are recorded as dividend income within
non-operating income.

Other-than-Temporary Impairment

Our
management periodically assesses its marketable securities and
investment other securities, for any unrealized losses that may be
other-than-temporary and require recognition of an impairment loss
in the consolidated statement of operations. If the cost of an
investment exceeds its fair value, we evaluate, among other
factors, general market conditions, the length of time the security
has been in a loss position, the extent to which the
security’s market value is less than its cost, the financial
condition and prospects of the security’s issuer and our
ability and intent to hold the security for a length of time
sufficient to allow for recovery. If the impairment is considered
other-than-temporary, an impairment charge is recorded in
non-operating income in the consolidated statements of
operations.

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 agreements had
a pre-existing relationship with you or kathy ireland and
affiliated entities, please disclose that fact.

RESPONSE:
We have added the following additional disclosure in the Form 1-A
to the MD&A under Licensing Division disclosures:

NuGene

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. In November 2014
NuGene International, Inc. entered into a license agreement
with kathy ireland Worldwide® under
which it licensed the right to utilize the trademarks and rights to
the name, likeness and visual representations of Kathy Ireland in
connection with its cosmeceutical line of products containing adult
human adipose stem cell derived or containing biologically active
or biologically derived ingredients.

Kure
Corp

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.

We have
also added the following additional disclosure in the Form 1-A
under the MD&A under Entertainment Division
disclosures:

In
February 2017 EE1 arranged, coordinated and booked for Sandbox LLC
its first travel related event, arranging for travel and concierge
related services. Under the terms of the oral agreement, EE1 was
paid $68,550 for its services. Sandbox LLC is not a related party
however it has a prior business relationship with kathy ireland
Worldwide.

Division
of Corporation Finance

United
States Securities and Exchange Commission

September
18, 2017

Page
4 of
6

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
however it has a prior business relationship with kathy ireland
Worldwide.

3.

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

●

Disclose whether NuGene has paid the $50,000 account receivable due
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
explain why it provided consideration 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.

RESPONSE: We have
amended the disclosure on the NuGene contract in the Form 1-A as
follows:

These
services were delivered in coordination with kiWW under our
advisory agreement and with EE1 providing services for I'M1, 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 this amount.
Based upon our recent discussions with management of NuGene, we
expect that this amount will be satisfied prior to the end of our
current fiscal year. We will continue to monitor for
collectability.

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. Each share of preferred
stock is convertible using a formula, into such number of common
shares of NuGene as equal to the stated value at a price per share
of common stock. The Company made a business decision that it would
be in its best interests to increase its capital position and sell
the preferred stock. On July 31, 2017, we sold the shares of Series
B Convertible Preferred Stock to Stone Street Partners, LLC, an
affiliate of our Chairman and Chief Executive Officer, for an
aggregate purchase price of $475,000. Based on the market value of
the common shares of NuGene between June 30, 2017 and the time that
the preferred shares were sold to Stone Street Partners, LLC, and
factoring in certain restrictions on the ability to liquidate, we
determined that the consideration paid by the related party was a
reasonable approximation of the fair market value that would have
been commanded in an arms’ length transaction. The terms of
this transaction are described later in this Offering Circular
under "Certain Relationships and Related Party
Transactions."

Division
of Corporation Finance

United
States Securities and Exchange Commission

September
18, 2017

Page
5 of
6

In
addition, we have also added the following in the Form 1-A under
Certain Relationships and Related Party Transactions:

In
July 2017 we sold Stone Street Partners, LLC the 65 shares of
NuGene's Series B Convertible Preferred Stock which was issued to
us as partial compensation under the terms of the consulting
agreement between NuGene and I'M1 for $475,000. At closing, Stone
Street Partners, LLC tendered $200,000 in cash to us together with
a $275,000 principal amount 3% promissory note due July 31, 2018.
To secure the payment of this note, 38 of these shares were
deposited into escrow with our counsel. Upon the payment of the
note, the shares will be released to Stone Street Partners, LLC. If
the note is not timely paid, the shares will be returned to us by
the escrow agent.

4.

In regard to your transactions with Formula
Four Beverages, please disclose and discuss the nature 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.

RESPONSE: We have
added the following to the disclosure in the Form 1-A under
Advisory Agreement with Formula Four Beverages Inc.

For
accounting purposes, we valued the warrant at $0.57 per share based
on Formula Four Beverages June 2017 financing activities, which at
that time was in process of raising approximately $8 million using
a company valuation of $45 million as performed by Formula Four
management and provided to us, and with 79 million shares
outstanding this provided a value of $0.57 per share. 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 unaudited consolidated
financial statements. In June 2017 we exercised this warrant, with
50% of the shares being issued to I’M1 and 50% of the shares
being issued to EE1.

Interim Consolidated Financial Statements

Consolidated Statements of Cash Flows

5.

It is not clear 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.

RESPONSE: As was
noted in Note 9 of the March 31, 2017 financial statements (see
page F-13 of the filing in question), the Company had accrued
approxi