SecProbe.io

Mail Stop 3561
April 14, 2016

Mark T. Lynn
Chief Executive Officer
Denim.LA, Inc.
899 Beverly Blvd., Suite 600
West Hollywood, CA 90069

Re: Denim.LA, Inc.
Offering Statement  on Form 1-A
Filed  March 23, 2016
  File No. 024-10535

Dear Mr. Lynn :

We have reviewed your offering statement and have the following 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 offering 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 offering statement and the information you
provide in response to these  comments, we may have  additional comments.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information Regulation A under the
Securities Act  require s.  Since the company and its management are in possession of all facts
relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the
disclosures they have made.

General

1. We note that the Series A preferred stock is convertible into common stock at any time.
Please revise the Form 1 -A to also include the common stock underlying the Series A
preferred stock in this  offering.  See the Note to Rule 251(a) of Regulation A.

2. Please revise to include the auditors’ consent to the use of their audit report as an exhibit
to the filing. Refer to Part III - Exhibits, Item 17.11 of Form 1 -A for further guidance.

Mark T. Lynn
Denim.LA, Inc.
April 14, 2016
Page 2

 Cover Page,  page i

3. We note on your cover page that you are offering up to 11,111,111 shares of Seri es A
preferred s tock.  However, on page 41 you state you are offering shares of Series Seed
preferred s tock.  Please  reconcile.  Also, please revise the cover page to provide the table
in the form set forth in Item 1(e) of Part II of Form 1 -A.  In addition, please revise the
cover page and plan of distribution to discuss the right of first refusal as referenced on
page 14.  Lastly, we note that the offering will termina te after 150 days.  However, the
right of first refusal allows the major investors 10 days to exercise their right of first
refusal and then the company has 90 days to offer the remaining securities.  Please
reconcile.

Risk Factors, page 6

4. We note that y ou are authorized to issue up to 49,000,000 shares of common stock and
that based on the dilution chart on page 10 if all of the outstanding securities are
converted into common stock and if this offering is sold in its entirety and converted into
common s tock, you would have outstanding 53,387,972 of common stock.  Please
consider adding a risk factor that addresses the concern that you may not have enough
authorized shares if all of your outstanding instruments are converted to common stock
and how this m ay potentially limit the ability to convert the preferred shares issued in this
offering.

The Company’s Property, page 25

5. Please state briefly the location and general character of your material physical
properties. In this regard, include information regarding the suitability, adequacy,
productive capacity and extent of utilization of the properties.  See Item 8 of Form 1 -A.
Additionally, please file your lease agreement as an exhibit.  See Item 17(6)(b)(iv) of
Form 1 -A for reference.

Compensation of  Directors and Executive Officers, page 32

6. We note the options granted to the executive officers as referenced in the last paragraph
of this section.  Please include such compensation in the table as other compensation.

Interests of Management and Others  in Certain Transactions, page 35

7. Please disclose all related party transactions for your last two and current fiscal years
where the amount involved is the lesser of $120,000 or 1% of your average total assets of
the last two fiscal years.  See Item 13 o f Form 1 -A for guidance.

Mark T. Lynn
Denim.LA, Inc.
April 14, 2016
Page 3

 Statements of Operations, page 48

8. In your statement of operations for the year ended December 31, 2014, you have
presented a loss on disposal of assets of $135,623 and a loss on inventory write -off of
$398,748 as components o f other income (expense). Please revise to reflect the inventory
write -off as a component of cost of revenues as required by the guidance in ASC 420 -10-
S99-3. Additionally, the loss on disposal of assets should be included as a component of
your loss from operations. Refer to the guidance outlined in ASC 360 -10-45-4 and ASC
360-10-45-5.

Exhibits

9. We note on page 8 that Newgistics stores and ships all of your product.  Please file your
outsourcing agreement with Newgistics as an exhibit or advise.  See Item  17(6)(b)(ii) of
Form 1 -A.

We will consider qualifying your offering statement at your request .  If a participant in
your offering is required to clear its compensation arrangements with FINRA, please have
FINRA advise us that it has no objections to the compensation arrangements prior to
qualification.

In the event you ask us to qualify your offering statement , please provide  a written
statement from the company acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, qualify the
filing, it does not foreclose the Commission from taking any action with respect to the
filing;

 the action of the Commission or the staff, acting pursuant to delegate d authority, in
qualifying the  filing, does not relieve the company from its full responsibility for the
adequacy and accuracy of the disclosure in the filing; and

 the company ma y not assert staff comments and/or qualification as a defense in any
proceed ing initiated by the Commission or any person under the federal securities laws of
the United States.

Mark T. Lynn
Denim.LA, Inc.
April 14, 2016
Page 4

 You may contact  Suying Li  at (202) 551-3335 or Linda Cvrkel  at (202) 551 -3813  if
you have questions  regarding  comments  on the financial  statements  and related matters.   Please
contact Jonathan  Burr at  (202) 551-5833  or Pamela Howell at (202) 551 -3357  with any other
questions.

Sincerely,

 /s/ Pamela Howell
 for

John Reynolds
Assistant Director
Office of Beverages, Apparel, and
Mining

cc: Andrew Stephenson
 KHLK LLP