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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'

October
12, 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")

Offering
Statement on Form 1-A

Filed
September 18, 2017

File
No. 24-10742

Ladies
and Gentlemen:

The
Company is in receipt of the staff's letter of comment dated
October 2, 2017. Following are the Company's responses to the
staff's comments. Contemporaneously, we have filed Amendment No. 1
to the Offering Statement ("Amendment No. 1").

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

RESPONSE: Amendment
No. 1 has been revised to reflect an increase in the offering to
$10,200,000 and a reduction in the dollar value of Additional
Shares which may be sold to $1,800,000. In furtherance of the
telephone conversation on October 2, 2017 with Mr. Kelly and Brian
A. Pearlman, Esq., counsel for the Company, the Company confirms
that no additional compensation will be paid to agents for the sale
of any Additional Shares and the selling agents' compensation for
the sale of any Additional Shares will be on the same terms as the
"best efforts" sales of up to $10,200,000.

2.

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

RESPONSE:
The Company acknowledges the staff's comment. In addition to the
description of the oral agreement filed as Exhibit 6.56 in response
to comment 4 below, the legal opinions have been filed as Exhibits
12.1 and 12.2 to Amendment No. 1, and the other additional new
exhibits filed therewith include the form of Selling Agency
Agreement (Exhibit 1.1), form of Selling Agents' Warrant (Exhibit
3.6), forms of subscription agreements (Exhibits 4.1, 4.2 and 4.3),
two new material contracts (Exhibits 6.53 and 6.55) and the two
forms of Escrow Agreement (Exhibits 8.1 and 8.2).

Division
of Corporation Finance

United
States Securities and Exchange Commission

October
12, 2017

Page
2 of
3

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.

RESPONSE: Proforma
disclosures that reflect receipt of proceeds from the offering have
been removed from both the Summary Historical Financial Data and
the Capitalization Table. Please see pages 10 and 26 of Amendment
No. 1.

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 description 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 the 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 Commission’s
website.

RESPONSE: Filed as
Exhibit 6.56 to Amendment No. 1 is a written description of the
material terms of the oral agreement between EE1 and Sandbox LLC.
Amendment No. 1 has also been updated to reflect that Sandbox LLC
is an affiliate of a member of the Company's board of
directors.

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.

RESPONSE: Amendment
No. 1 contains updated Item 402 disclosure for the fiscal year
ended September 20, 2017. Please see pages 67, 68, and
70.

Consolidated Statements 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.

RESPONSE: As noted
in Note 9 of the June 30, 2017 financial statements (see page F-16
of the filing), in the nine months ended June 30, 2016 the Company
conducted a private placement of securities which resulted in gross
proceeds of $2,150,000. In a separate transaction in the same
period the Company issued 30,000 shares of our common stock valued
at $225,000 as a charitable contribution.

For the
financial statements covering the nine months ended June 30, 2016,
the Company included the $225,000 in the “Proceeds from sale
of common stock” line within financing activities.  We
note that this was incorrect as it should have been presented as an
adjustment to reconcile net loss to net cash used by operating
activities.

We note
that this oversight had the effect of overstating the net cash
outflows from operations and overstating the net cash inflows from
financing activities.  This issue has been addressed and
corrected in the cash flow statements for the nine months ended
June 30, 2017 included with the offering statement on Amendment No.
1.  On the cash flow statement for the nine months ended June
30, 2016, the “proceeds of sale of commons stock” is
$2,150,000, which ties directly to the disclosed amount of cash
received for the sale of common shares in December
2016.

Division
of Corporation Finance

United
States Securities and Exchange Commission

October
12, 2017

Page
3 of
3

Note 5 – Intangible Assets, page F-15

7.

We note 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.

RESPONSE: The
Company hereby confirms that it will continue to assess the life of
indefinite-lived intangible assets as required by ASC 305-30-35-16.
As requested, additional disclosure regarding this continued
assessment has been added to Amendment No. 1; please see page
F-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.

RESPONSE: The
subsequent event date in the interim financials has been updated to
reflect all events accounted for as of the most recent filing of
Amendment No. 1.

We
trust the foregoing sufficiently responds to the staff's comments.
This letter also confirms Mr. Pearlman's discussion with Mr. Kelly
that as this is a Tier 2 offering, no state qualification or
registration of the offering is required.

Mr.
Pearlman will contact the staff in a few days to coordinate the
timing of a request for qualification of the offering statement.
Prior to such request, we will request that FINRA advise the staff
that it has no objections to the compensation
arrangements.

Thank
you.

Sincerely,

/s/
Mark S.
Elliott

Mark S.
Elliott

Chief
Financial Officer

cc:

Brian A. Pearlman,
Esq.

Leslie
Marlow, Esq.