SecProbe.io

Mail Stop 3561

August 4, 2017

Mark T. Lynn
Chief Executive Officer
Denim.LA, Inc.
8899 Beverly Blvd., Suite 600
West Hollywood, CA 90069

Re: Denim.LA, Inc.
Offering Statement  on Form 1-A
Filed July 10, 2017
  Amendment No. 1 to Offering Statement on Form 1 -A
  Filed July 20, 2017
File No. 024 -10718

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
circumst ances 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.

Cover Page

1. Please revise to clarify the extent to which the shares being offered to the public are non -
voting.

The Offering, page 5

2. Please revise here and where appropriate to clearly explain the minimum investment as
referenced on pages 9 and 45.

Mark T. Lynn
Denim.LA, Inc.
August 4, 2017
Page 2

 Risk Facto rs, page 7

Investors may be subject to an Investment Management Agreement. . ., page 9

3. We note your statement in this risk factor and on page 35 that the investment
management agreement will limit investors’ voting rights.  Please revise here, or where
appropriate, to discuss the material terms of the investment management agreement.  For
example only, your revised disclosure should address the material limitations as a result
of the investment management agreement and whether any fees are required to be paid to
the manager.  It is also unclear if investors purchasing a minimum of 100,000 sha res
would nevertheless hold non -voting stock per the last risk factor on page 8.  Please revise
to clarify.

Exhibits, page 69

4. Please file your senior credit agreement with Black Oak Capital as an exhibit.  Refer to
Item 17 of Form 1 -A.

5. We note the st atement in Exhibit 4.1 that you make no representations or warranties to
investors signing the subscription agreement “as to the accuracy or completeness of the
information contained in any offering materials.”  Please note that it is not appropriate to
state or imply that investors cannot rely on your disclosure.   Please revise or remove the
disclaimer as appropriate.

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

 We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.   We also remind you that, following qualification of your Form 1 -A, Rule 257
of Regulation  A requires you to file periodic and current reports , including a Form 1 -K which
will be  due within 120 calendar days after the end of the fiscal year covered by the report .

Mark T. Lynn
Denim.LA, Inc.
August 4, 2017
Page 3

 Please  contact Jonathan  Burr at  (202) 551-5833  or James Lopez  at (202) 551 -3536
with any questions.

Sincerely,

 /s/ James Lopez (for)

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

cc: Andrew Stephenson , Esq.
 KHLK LLP