SecProbe.io

Mail Stop 3561
June 6, 2016

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

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

Dear Mr. Lynn :

We have reviewed your amended 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.   Unless we note
otherwise, our references to prior comments are to comments in our April 14, 2016 letter .

General

1. We note your response to prior comment 1 and your disclosure regarding the convertible
nature of the securities.  Please revise the Form 1 -A to include in the offering being
qualified pursuant to Regulation A the common stock underlying the Series A preferred
stock in this offering.  See the Note to Rule 251(a) of Regulation A.  For example, your
cover page should include up to 12,500,000 shares of common stock.  Lastly, please
reconcile the maximu m offering amount with the disclosure in Section 1(d) of the
Subscription Agreement.

Mark T. Lynn
Denim.LA, Inc.
June 6, 2016
Page 2

 Cover Page, page i

2. We note your response to prior comment 3.  P lease 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, we note that
the duration of the offering may be up to one year.  However, as we previously noted, the
right of first refusal provides 10 days for major shareholders to exercise their right of first
refusal and then the company would onl y have 90 days under this provision to sell those
securities.  Please reconcile, given the limitations on the duration of the offering due to
the right of first refusal and explain how the offering will be prompt and continuous
under Rule 415(a)(1)(ix) of Regulation S -K.

Exhibits

3. We note your response to prior comment 5.  Please file your lease agreement as an
exhibit.  See Item 17(6)(b)(iv) of Form 1 -A.

4. We note your response to prior comment 9.  It appears that you are substantially
dependent on your  outsourcing agreement with Newgistics.  Please file this agreement as
an exhibit.  See Item 17(6)(b)(ii) of Form 1 -A.

5. We note your related party loans receivable with Mark Lynn and Corey Epstein.  Please
file copies of all written agreements or summaries of the oral arrangements pursuant to
Item 17(6)(b)(i).  In this regard, we also note the officer stock issuance and promissory
note and  the $70,000 loan with Mark Lynn.

6. We note that Section 6 of the subscription agreement indicates that each i nvestor
consents to the exclusive jurisdiction of the State of California.  Please disclose this
provision in the risk factors and highlight the impact to potential investors.  For example,
it appears this provision may limit a shareholder’s ability to bri ng a claim against you.

You may contact  Jonathan  Burr at  (202) 551-5833  or Pamela Howell at (202) 551 -3357
with any  questions.
Sincerely,

 /s/ Pamela Howell
 for

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

cc: Andrew Stephenson
 KHLK LLP