SecProbe.io

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 MAXIM GROUP LLC 405 Lexington Avenue New York, New York 10174 ​ July 28, 2025 ​ VIA EDGAR United States Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Attention: Stacy Gorman ​ Re: Xcel Brands, Inc. Registration Statement on Form S-1 (Registration No. 333-288495) Dear Ms. Stacy Gorman: ​ Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “ Securities Act ”), the undersigned, as placement agent in connection with the above referenced Registration Statement relating to the offer and issuance by the Registrant of certain of its securities, hereby joins the Registrant’s request that the effective date of the Registration Statement be accelerated so that it shall be declared effective at 5:00 PM Eastern Time on Wednesday, July 30, 2025, or as soon thereafter as practicable. ​ Pursuant to Rule 460 under the Act, we wish to advise you that the placement agent has distributed as many copies of the Preliminary Prospectus, dated July 28, 2025, to dealers, institutions and others as appears to be reasonable to secure adequate distribution of the preliminary prospectus. ​ This is to further advise you that the placement has and will continue to comply with Rule 15c2-8 of the Securities Exchange Act of 1934, as amended, with regard to the Preliminary Prospectus and any amended Prospectus. ​ If you require any additional information with respect to this letter, please contact Ali Panjwani of Pryor Cashman LLP at (212) 326-0820. ​ ​ Very truly yours, ​ ​ ​ MAXIM GROUP LLC ​ ​ ​ By: /s/ Ritesh M. Veera ​ Name: Ritesh M. Veera ​ Title: Co-Head of Investment Banking ​

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 XCEL BRANDS, INC. 1333 Broadway, 10 th Fl New York, New York 10018 ​ July 28, 2025 VIA EDGAR United States Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Attention: Stacy Gorman ​ Re: Xcel Brands, Inc. Registration Statement on Form S-1 File No. 333-288495 Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), Xcel Brands, Inc. (the “Company”) respectfully requests that the effective date of the registration statement referred to above be accelerated so that it will become effective at 5:00 p.m., Eastern Standard Time, on  Wednesday, July 30, 2025, or as soon thereafter as practicable. ​ Please notify Brad L. Shiffman of Blank Rome LLP, counsel to the Company, at (212) 885-5442 as soon as possible as to the time the Registration Statement has been declared effective pursuant to this acceleration request. ​ ​ XCEL BRANDS, INC. ​ ​ ​ By: /s/ James Haran ​ ​ James Haran ​ ​ ​ ​

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 ​ 1271 Avenue of the Americas |New York, NY 10020 blankrome.com ​ Phone: (212) 885-5000 Fax: (917) 332-3057 Email: brad.shiffman@blankrome.com July 14, 2025 VIA EDGAR AND OVERNIGHT DELIVERY Pearlyne Paulemon; Jeffrey Gabor Division of Corporation Finance Office of Trade & Services United States Securities and Exchange Commission 100 F St., N.E. Washington, D.C. 20549 ​ Re: XCel Brands, Inc. Registration Statement on Form S-1/A Submitted July 8, 2025 CIK No. 0001083220 Dear Ms. Paulemon and Mr. Gabor, On behalf of our client, XCel Brands, Inc., a Delaware corporation (the “ Company ”), and pursuant to the applicable provisions of the Securities Act of 1933, as amended, and the rules promulgated thereunder, please find below the Company’s response to the verbal comment provided on July 11, 2025, from the staff of the Securities and Exchange Commission (the “ Staff ”). Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in the Registration Statement. Registration Statement on Form S-1/A General 1. We note your response to comment no. 3 and reissue our comment. Please specifically incorporate by reference all documents required to be incorporated by Item 12, including Item 12(a)(2). Response : The Company respectfully notes the Staff’s verbal comment and advises the Staff that the Registration Statement has been amended to incorporate all information required to be incorporated by reference, including pursuant to Item 12(a)(2). Specifically, the Registration Statement has been amended to incorporate the proxy statements filed after year-end December 31, 2024 by reference. ~ ~ ~ ​ July 14, 2025 Page 2 We hope that the foregoing has been responsive to the Staff’s comment and look forward to resolving any outstanding issues as quickly as possible.  Please do not hesitate to contact me at (212) 885-5442 with any questions or further comments you may have regarding this filing or if you wish to discuss the above. ​ Sincerely, ​ ​ ​ /s/ Brad L. Shiffman ​ ​ ​ Brad L. Shiffman ​ ​

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 ​ 1271 Avenue of the Americas |New York, NY 10020 blankrome.com ​ Phone: (212) 885-5000 Fax: (917) 332-3057 Email: brad.shiffman@blankrome.com July 2, 2025 VIA EDGAR AND OVERNIGHT DELIVERY Pearlyne Paulemon; Jeffrey Gabor Division of Corporation Finance Office of Trade & Services United States Securities and Exchange Commission 100 F St., N.E. Washington, D.C. 20549 ​ Re: XCel Brands, Inc. Draft Registration Statement on Form S-1 Submitted June 6, 2025 CIK No. 0001083220 Dear Ms. Paulemon and Mr. Gabor, On behalf of our client, XCel Brands, Inc., a Delaware corporation (the “ Company ”), and pursuant to the applicable provisions of the Securities Act of 1933, as amended, and the rules promulgated thereunder, please find below the Company’s response to the comment letter to Mr. D’Loren, the Company’s Chief Executive Officer, dated June 20, 2025, from the staff of the Securities and Exchange Commission (the “ Staff ”). Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in the Registration Statement. Registration Statement on Form S-1 Cover Page 1. Please revise the cover page to explain the method by which the price is to be determined. Refer to Instruction 2 to Item 501(b)(3) of Regulation S-K for guidance. To the extent that the price will be set at a significant discount to the current market price, as referenced in your risk factors, please also revise the cover page to highlight the size of the discount and the attendant risks to shareholders. ​ ​ June [      ], 2025 Page 2 Response : The Company respectfully notes the Staff’s comment and advises the Staff that the cover page has been revised in accordance with such comment, and that the revision also cross-references the “Plan of Distribution-Determination of Offering Price and Warrant Exercise Price” section in response to this comment. The Company has also added a risk factor addressing this comment in the risk factors section beginning on page 12. Exhibit Index, page 51 2. Please file the Form of Pre-Funded Warrant, Engagement Agreement with Maxim Group LLC, and legal opinion as exhibit. Refer to Item 601 of Regulation S-K. Response : The Company respectfully notes the Staff’s comment and advises the Staff that the Form of Pre-Funded Warrant, Underwriting Agreement, Placement Agent Warrant and legal opinion will be filed as exhibits prior to effectiveness. The Company also respectfully advises the staff that the Engagement Agreement with Maxim Group LLC is not a material agreement and will not be filed as an exhibit. General 3. If you are eligible and elect to incorporate by reference per Item 12 of Form S-1, please specifically incorporate by reference all documents required to be incorporated by Item 12, including Item 12(a)(2). Response : The Company respectfully notes the Staff’s comment and advises the Staff that the Registration Statement has been amended to incorporate all information required to be incorporated by reference, including pursuant to Item 12(a)(2). ~ ~ ~ We hope that the foregoing has been responsive to the Staff’s comment and look forward to resolving any outstanding issues as quickly as possible.  Please do not hesitate to contact me at (212) 885-5442 with any questions or further comments you may have regarding this filing or if you wish to discuss the above. ​ Sincerely, ​ ​ ​ /s/ Brad L. Shiffman ​ ​ ​ Brad L. Shiffman ​ ​

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 June 20, 2025

Robert D Loren
Chief Executive Officer
XCel Brands, Inc.
550 Seventh Ave, 11th Floor
New York, NY 10018

 Re: XCel Brands, Inc.
 Draft Registration Statement on Form S-1
 Submitted June 6, 2025
 CIK No. 0001083220
Dear Robert D Loren:

 We have conducted a limited review of your draft registration statement
and have the
following comments.

 Please respond to this letter by providing any requested information
and by publicly
filing your registration statement and non-public draft submission on EDGAR. If
you do not
believe a comment applies to your facts and circumstances or do not believe an
amendment is
appropriate, please tell us why in your response.

 After reviewing the information you provide in response to this letter
and your filed
registration statement, we may have additional comments.

Draft Registration Statement on Form S-1
Cover Page

1. Please revise the cover page to explain the method by which the price is
to be
 determined. Refer to Instruction 2 to Item 501(b)(3) of Regulation S-K
for
 guidance. To the extent that the price will be set at a significant
discount to
 the current market price, as referenced in your risk factors, please
also revise the cover
 page to highlight the size of the discount and the attendant risks to
shareholders.
Exhibit Index, page 51

2. Please file the Form of Pre-Funded Warrant, Engagement Agreement with
Maxim
 Group LLC, and legal opinion as exhibits. Refer to Item 601 of
Regulation S-K.
 June 20, 2025
Page 2

General

3. If you are eligible and elect to incorporate by reference per Item 12 of
Form S-1,
 please specifically incorporate by reference all documents required to
be incorporated
 by Item 12, including Item 12(a)(2).
 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 your registration statement must be on file at
least two
business days prior to the requested effective date and time. Refer to Rules
460 and 461
regarding requests for acceleration. Please allow adequate time for us to
review any
amendment prior to the requested effective date of the registration statement.

 Please contact Pearlyne Paulemon at 202-551-8714 or Jeffrey Gabor at
202-551-2544
with any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Real
Estate & Construction
cc: Brad L. Shiffman
</TEXT>
</DOCUMENT>

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XCEL BRANDS, INC.

1333 Broadway, 10th Fl

New York, New York 10018

​

​

February 2, 2024

VIA EDGAR

United States Securities

   and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Attention: Stacy Gorman

​

 Re:

 Registration Statement on Form S-3
Filed January 26, 2024
File No.  333-276698

Xcel Brands, Inc. (the “Company”) hereby requests acceleration of the effective date of the above-referenced Registration Statement so that it may become effective by 5:00 p.m. Eastern Daylight Time on February 6, 2024 or as soon thereafter as reasonably practicable.

In making this request, the Company acknowledges that: (i) should the Securities and Exchange Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it will not foreclose the Commission from taking any action with respect to the filing; (ii) the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and (iii) the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

​

 ​

 ​

​

 XCEL BRANDS, INC.

​

 ​

 ​

​

 By:

 /s/ James Haran

​

 ​

 James Haran

​

United States securities and exchange commission logo
February 2, 2024
James Haran
Chief Financial Officer
XCel Brands, Inc.
1333 Broadway
10th Floor
New York, NY 10018
Re:XCel Brands, Inc.
Registration Statement on Form S-3
Filed January 26, 2024
File No. 333-276698
Dear James Haran:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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.
            Please contact Stacie Gorman at 202-551-3585 with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Brad L. Shiffman, Esq.

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Xcel Brands, Inc.

1333 Broadway, 10th Floor

New York, NY 10018

April 19, 2017

[Via EDGAR]

Mark P. Shuman

Branch Chief - Legal

United States Securities and Exchange Commission

100 F Street, N.E.

Division of Corporate Finance

Washington, D.C. 20549-7010

 Re: Xcel Brands, Inc.

Registration Statement on Form S-3

File No. 333-216009

Ladies and Gentlemen:

Xcel Brands, Inc., a Delaware corporation
(the “Registrant”), hereby requests that the Securities and Exchange Commission (the “Commission”)
take appropriate action to cause the above-referenced Registration Statement on Form S-3 to become effective on April 24, 2017,
at 5:00 p.m., Eastern Standard Time, or as soon thereafter as is practicable.

In connection with this request, the Registrant
acknowledges that:

 · should the Commission or the staff of the Commission (the “Staff”), acting pursuant to delegated authority,
declare the filing effective, 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 delegated authority, in declaring the filing effective, does
not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

 · the Registrant may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.

    Very truly yours,

    Xcel Brands, Inc.

    /s/ James Haran

    James Haran

    Chief Financial Officer

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    Phone:
    (212) 885-5442

    Fax:
    (212) 885-5001

    Email:
    BShiffman@BlankRome.com

March 31, 2017

VIA EDGAR

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Attention: Ms. Jan Woo

Legal Branch Chief Office of Information

Technologies and Services

 Re: XCel Brands, Inc.

Registration Statement on Form S-3

Filed February 10, 2017

    File No. 333-216009

Dear Ms. Woo:

On behalf of XCel Brands, Inc. (the “Company”),
set forth below are the responses to the comments contained in your letter of February 16, 2017 addressed to Mr. Robert W. D’Loren,
the Company’s Chief Executive Officer, regarding the Company’s Preliminary Information Statement. For the convenience
of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”), the text of the
comments is reproduced in its entirety in boldface immediately preceding the Company’s responses in ordinary typeface.

General

 1. Please advise us as to the basis upon which you are eligible to register on Form S-3 at this time. Refer to General Instruction
I.A.3(b) of Form S-3. In this regard, we note that the Form 8-K providing Item 5.07 disclosure of the voting results of the annual
stockholder meeting held on September 13, 2016 was not filed until September 23, 2016. General Instruction B to Form 8-K requires
the current report to be filed within four business days, and Instruction 1 to Item 5.07 states that the four-day period begins
to run “on the day on which the meeting ended.” See also Question 121A.01 of the Compliance and Disclosure Interpretations
for Form 8-K.

Response

Ms. Carolyn Sherman of the Office of Chief Counsel
has advised the Company that the Commission will not object to the Company’s use of its registration statement on Form S-3.

Securities and Exchange Commission

March 31, 2017

Page 2

 2. Please tell us whether you intend to provide audited financial statements for the year ended December 31, 2016 prior to
requesting effectiveness of the registration statement. Alternatively, provide us with an analysis as to why the company is not
required to file these financial statements. Please refer to Item 8-08(b) of Regulation S-X.

The Company has filed
its Annual Report on Form 10-K for the year ended December 31, 2016, which includes audited financial statements for its fiscal
year ended December 31, 2016.

If you have any questions
or require any additional information, please do not hesitate to contact the undersigned at the number indicated or Mr. James F.
Haran at (347) 532-5891.

    Very truly yours,

    /s/Brad L. Shiffman

    Brad L. Shiffman

 cc: Mr. Robert J. D’Loren

Mr. James F. Haran

J. Shin, Esq.

Mail Stop 4561
February 16, 2017

Robert J. D’Loren
Chief Executive Officer
XCel Brands, Inc.
1333 Broadway, 10th Floor
New York, NY 10018

Re: XCel Brands, Inc.
 Registration Statement on Form S-3
Filed  February 10, 2017
  File No.  333-216009

Dear Mr. D’Loren :

We have limited our review of your registration statement to those issues we have
addressed in our 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 registration statement and providing the
requested information .  If you do not believe our com ments 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 registration statement and the information you
provide in response to these  comments, w e may have  additional comments.

General

1. Please advise us as to the basis upon which you are eligible to register on Form S -3 at this
time.  Refer to General Instruction I.A.3(b) of Form S -3.  In this regard, we note that the
Form 8 -K providing Item 5.0 7 disclosure of the voting results of the annual stockholder
meeting held on September 13, 2016  was not filed until September 23, 2016 .  General
Instruction B to Form 8 -K requires the current report to be filed within four business
days, and Instruction 1 to Item 5.07 states that the  four-day period begins to run “ on the
day on which the meeting ended. ”  See also Question 121A.01 of the Compliance and
Disclosure Interpretations for Form 8 -K.

2. Please tell us whether you intend to provide audited financial statements for the year
ended December 31, 201 6 prior to requesting effectiveness of the registration statement.
Alternatively, provide us with an analysis as to why the company is not required to file
these financial statements .  Please refer to Item 8 -08(b) of Regulation S -X.

Robert J. D’Loren
Chief Executive Officer
February 16, 2017
Page 2

 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.

Refer to Rule  461 regarding requests for  acceleration .  Please allow adequate time  for us
to review any amendment prior to the requested effective date of the registration statement.

Please contact Ji Shin, Attorney -Advisor, at ( 202) 551 -3579 or me at (202) 551 -3453
with any other questions.

Sincerely,

 /s/ Jan Woo

Jan Woo
Legal Branch Chief
Office of Information
Technologies and Services

cc:  Robert J. Mittman , Esq.
Blank Rome LLP

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Xcel Brands, Inc.

475 10th Avenue, 4th Floor

New York, NY 10018

July 29, 2015

[Via EDGAR]

Mark P. Shuman

Branch Chief - Legal

United States Securities and Exchange Commission

100 F Street, N.E.

Division of Corporate Finance

Washington, D.C. 20549-7010

 Re: Xcel Brands, Inc.

Registration Statement on Form S-1

File No. 333-202028

Ladies and Gentlemen:

Xcel Brands, Inc., a Delaware corporation
(the “Registrant”), hereby requests that the Securities and Exchange Commission (the “Commission”)
take appropriate action to cause the above-referenced Registration Statement on Form S-1 to become effective on July 30, 2015,
at 5:00 p.m., Eastern Standard Time, or as soon thereafter as is practicable.

In connection with this request, the Registrant
acknowledges that:

 · should the Commission or the staff of the Commission (the “Staff”), acting pursuant to delegated authority,
declare the filing effective, 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 delegated authority, in declaring the filing effective, does
not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

 · the Registrant may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.

Very truly yours,

Xcel Brands, Inc.

/s/ James Haran

James Haran

Chief Financial Officer

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WUNDERLICH SECURITIES, INC.

4695 MacArthur Court, Suite 450

Newport Beach, CA 92260

July 29, 2015

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street NE

Washington, DC 20549

Attn: Mark P. Shuman, Branch Chief - Legal

    Re:
    Xcel Brands, Inc.

    Registration Statement on Form S-1 (File No. 333-202028)

    Acceleration Request

    Requested Date:   July 30, 2015

    Requested Time:  5:00 p.m. (Eastern Time)

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules
and Regulations under the Securities Act of 1933, as amended (the “Securities Act”), the undersigned underwriter of
the offering pursuant to the above-captioned Registration Statement hereby joins in the request of Xcel Brands, Inc. that the effective
time of the above-captioned Registration Statement be accelerated to 5:00 p.m. Eastern Time on July 30, 2015, or as soon as
practicable thereafter.

In connection with this acceleration request
and pursuant to Rule 460 under the Securities Act, we wish to advise you that approximately 500 copies of the preliminary prospectus
dated July 17, 2015 have been distributed to date to dealers, institutions and others.

With respect to Rule 15c2-8 under the Securities
Exchange Act of 1934, as amended, we will comply with the requirements of Rule 15c2-8. Selected dealers, if any, will represent
that they will comply with Rule 15c2-8.

    Sincerely,

    WUNDERLICH SECURITIES, INC.

    By:
    /S/ MARTIN GAIA

    Name:
    Martin Gaia

    Title:
    Managing Director

February 24, 2015

Robert D’Loren
Chief Executive Officer
Xcel Brands, Inc.
475 10th Avenue, 4th floor
New York, NY 10018

Re: Xcel Brands, Inc.
  Registration Statement on Form S-1
Filed  February 11, 2015
  File No.  333-202028

Dear Mr. D’Loren :

We have limited our review of your registration statement to those issues we have
addressed in our 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 registration statement and providing the
requested information .  If you do not believe our com ments 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 registration statement and the information you
provide in response to these  comments, w e may have  additional comments.

General

1. Please provide us with an analysis as to whether the company must provide audited
financial statements for the year ended December 31, 2014 prior to requesting
effectiveness of the registration statement.  Ple ase refer to Item 8 -08(b) of Regulation S -
X.  In this regard, we note that through the nine months ended September 30, 2014, the
company had a loss before income taxes of $1,061,000.

Prospectus Cover Page

2. Please revise your cover page  to disclose th e total number of shares that are being
concurrently offered by selling stockholders of the company.   In this regard, we refer to
your registration statement on Form S-1 (file no. 333 -191278).

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 the Securities Act of 193 3 and

Robert D’Loren
Xcel Brands, Inc.
February 24, 2015
Page 2

 all applicable Securities  Act rules require.   Since the company and its management are in
possession of all facts relating to a c ompany’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending registration statement , please provide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, 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 t o delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effect iveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rule 461 regarding requests for  acceleration .  We will consider a written
request for acceleration of the effective date of the registration statement as confirmation of the
fact that those requesting acceleration are aware of their respective responsibilities under the
Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the pr oposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of the
registration statement.

You may contact Matthew Crispino, Sta ff Attorney, at (202) 551 -3456  with any
questions.   In his absence, you may contact me at (202) 551 -3462.  If you thereafter require
further assistance, you may contact Barbara C. Jacobs, Assistant Director, at (202) 551 -3730.

Sincerely,

 /s/ Mark P. Shuman

Mark P. Shuman
Branch Chief – Legal

cc: Via E-mail
 Brad L. Shiffman
Blank Rome LLP

October 1 5, 2014

Via E -mail
Robert W. D’Loren
Chief Executive Officer
XCel Brands, Inc.
475 Tenth Avenue
New York, NY 10018

 Re: XCel Brands, Inc.
 Preliminary Information Statement on Schedule 14C
 Filed October  2, 2014
 File No. 000-31553

Dear Mr. D’Loren :

We have completed our review of your filing.   We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.   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 the Securities Exchange Act of 1934 and all applicable rules require.

        Sincerely,

        /s/ Maryse Mills -Apenteng

        Maryse Mills -Apen teng
        Special Counsel

cc: Via E -mail
Brad L. Shiffman , Esq.
 Blank Rome LLP

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XCel Brands, Inc.

475 10th Avenue, 4th
Floor

New York, NY 10018

(347) 727-2474

October 15, 2014

VIA EDGAR

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Attention: Mr. Jeff Kauten

Staff Attorney

 Re: XCel Brands, Inc.

Preliminary Information Statement on
Schedule 14C

Filed October 2, 2014

File No. 000-31553

Dear Mr. Kauten:

On behalf of XCel Brands,
Inc. (the “Company”), set forth below are the responses to the comments contained in your letter of October 10, 2014
addressed to Mr. Robert W. D’Loren, the Company’s Chief Executive Officer, regarding the Company’s Preliminary
Information Statement. For the convenience of the staff (the “Staff”) of the Securities and Exchange Commission (the
“Commission”), the text of the comments is reproduced in its entirety in boldface immediately preceding the Company’s
responses in ordinary typeface.

 1. Actions Approved

Amendment and Restatement of our Certificate
of Incorporation

Elimination of Staggered Vote for Directors,
page 6

We note that you have not filed a proxy or information
statement regarding an annual meeting to conduct an election of directors. We also note your statement that you have not held an
annual meeting since you last amended and restated your certificate of incorporation on December 1, 2011. Please provide us with
a legal analysis of whether your failure to hold annual meetings comports with your charter documents, the Delaware General Corporate
Law and the proxy rules.

Securities and Exchange Commission

October 15, 2014

Page 2

Response:

The Company’s certificate of Incorporation
does not contain any provision requiring the Company to hold an annual meeting. The Company’s by-laws provide that annual
meetings shall be held on the date or the time fixed, from time to time, by the board of directors and that annual meetings and
special meetings may be called by a majority of the whole board or by any officer instructed by a majority of the whole board to
call the meeting. The Company’s by-laws do not, however, include a requirement of an annual meeting be held or that the board
fix the date and time of a meeting or call a meeting.

Section 211(b) of the Delaware General Corporation
Law (the “DGCL”) provides for an annual meeting of stockholders to be held for the election of directors.

Section 211(c) of the DGCL provides that
if there is a failure to hold the annual meeting for a period of 13 months after the latest to occur of the organization of the
corporation, its last annual meeting or last action by written consent to elect directors in lieu of an annual meeting, the Court
of Chancery may order a meeting to be held upon the application of any stockholder or director.

To the Company’s knowledge, no stockholder
or director has applied to the Court of Chancery for the Company to hold a meeting and such Court has not so ordered a meeting.

Section 211(c) of the DGCL also provides
that the failure to hold the annual meeting shall not affect otherwise valid corporate acts or result in a forfeiture or dissolution
of the corporation.

Pursuant to Section 141 of the DGCL and
the Company’s By-Laws, directors hold office until such director’s successor is duly elected and qualified or until
such director’s earlier resignation or removal.

The proxy rules do not contain any required
for a company to hold an annual meeting.

The Company currently intends to hold an
annual meeting for the election of directors in 2015.

Securities and Exchange Commission

October 15, 2014

Page 3

2.
Amendment and Restatement of our Equity Incentive Plan. Page 7

It appears that you have not provided the disclosure
required under Item 10(a)(2) of Schedule 14A. If you have current plans to make awards under the Equity Incentive Plan,
please amend your information statement to provide the required disclosure. If you are unable to provide this disclosure because
the benefits or amounts are discretionary or cannot be determined at this time, please include a statement to this effect.

Response:

The Company proposes to include the following
disclosure at the end of the section of the definitive information statement captioned “Amendment and Restated of Our Incentive
Plan.”

The Company does not have any current plans
to make Awards under the Plan and accordingly, the benefits or amounts that will be received by or allocated to the Chief Executive
Officer, other executive officers, directors and employees is not determinable. Awards made under the Plan during the fiscal year
ended December 31, 2013 were as follows:

    Category

    Dollar Value(s)
    Number of Units

    All current executive officers as a group

    $4,439,000
    1,150,000

    Directors who are not executive officers, as a group(1)

    $386,000
    100,000

    All employees, including current officers who are not executive officers, as a group1

    $578,035
    149,750

Closing Comments

In connection with the foregoing responses
of the Company to your comments, the Company acknowledges that:

 · the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

 · Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission
from taking any action with respect to the filing; and

 · the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission
or any person under the federal securities laws of the United States.

_________________

(1) Includes Marissa Gardini, a director and employee,
who resigned as an executive officer in February 2014.

Securities and Exchange Commission

October 15, 2014

Page 4

If you have any questions
or require any additional information, please do not hesitate to contact the undersigned at the number indicated above or Brad
L. Shiffman, Esq., of Blank Rome LLP at (212) 885-5442.

    Very truly yours,

    /s/ James F. Haran

    James F. Haran

    Chief Financial Officer

cc:	Brad L. Shiffman, Esq.

October 10 , 2014

Via E -mail
Robert W. D’Loren
Chief Executive Officer
XCel Brands, Inc.
475 Tenth Avenue
New York, NY 10018

 Re: XCel Brands, Inc.
 Preliminary Information Statement on Schedule 14C
 Filed October  2, 2014
 File No. 000-31553

Dear Mr. D’Loren :

We have reviewed the above -referenced  filing , and have the following comment s.  In our
comment s, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter by amending your filing, by providing the requested
information, or by advising us when you will provide the requested response.  If you do not
believe our comment s 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 filing and the information you provide in
response to th ese comment s, we may have additional comments.

Actions Approved

Amendment and Restatement of our Certificate of Incorporation

Elimination of Staggered Vote for Directors, page 6

1. We note that you have not filed a proxy or information statement regarding a n annual
meeting to conduct an election of directors.  We also note your statement that you have
not held an annual meeting since you last amended and restated your certificate of
incorporation on Decembe r 1, 2011 .  Please provide us with a legal analysis of whether
your failure to hold annual meetings comports with your charter documents, the
Delaware General Corporate Law and the proxy rules.

Robert W. D’Loren
XCel Brands, Inc.
October 10, 2014
Page 2

 Amendment and Restatement of our Equity Incentive Plan, page 7

2. It appears that you have not provided the disclosure required under Item 10(a)(2) of
Schedule 14A.   If you have current  plans to make awards under the Equity Incentive
Plan, p lease amend your information statement to provide the required disclosure.   If you
are unable to provide this  disclosure be cause the benefits or amounts are discretionary or
cannot be determined at this time, please include a statement to this effect.

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 the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the compa ny 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.

 In responding to our comment s, please provide a written statement from the co mpany
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

If you have questions or comments p lease contact Jeff Kauten , Staff Attorney, at (202)
551-3447 , or in h is absence, the undersigned at (202) 551 -3457 .

        Sincerely,

        /s/ Maryse Mills -Apenteng

        Maryse Mills -Apenteng
        Special Counsel

cc: Via E -mail
Brad L. Shiffman , Esq.
 Blank Rome LLP

CORRESP
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XCel Brands, Inc.

475 10th Avenue
– 4th Floor

New York, NY 10018

November 12,
2013

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

    Re:
    XCel Brands, Inc. (the “Company”)

    Registration Statement on Form S-1, as amended

    File No. 333-191278 (“Registration Statement”)

Dear Sir/Madam:

The Company hereby requests that the above-referenced
Registration Statement be declared effective on November 12, 2013, at 5:00 p.m., Eastern time, or as soon thereafter as is practical.

In addition, the Company acknowledges that:

 · should the Securities and Exchange Commission (the “Commission”) or the staff of the Division of Corporation Finance
(the “Staff”), acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose
the Commission from taking any action with respect to the Registration Statement;

 · the action of the Commission or the Staff, acting pursuant to the delegated authority, in declaring the Registration Statement
effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the Registration
Statement; and

 · the Company may not assert the declaration of effectiveness or Staff comments as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the United States.

    Sincerely,

    XCEL BRANDS, INC.

    By:
    /s/ James Haran

    James Haran

    Chief Financial Officer

CORRESP
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filename1.htm

XCel Brands, Inc.

475 10th Avenue, 4th
Floor

New York, NY 10018

(347) 727-2474

October 22,
2013

VIA EDGAR

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Attention: Mr. Edwin Kim

  Staff Attorney

 Re: XCel Brands, Inc.

Form S-1

Filed
September 20, 2013

File
No. 333-191278

Dear Mr. Kim:

On behalf of XCel Brands,
Inc. (the “Company”), set forth below are the responses to your October 8, 2013 telephonic comments to Brad L. Shiffman
of Blank Rome LLP, counsel to the Company, regarding the Company’s Registration Statement on Form S-1 (the “Form S-1”).
For the convenience of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”),
the comments are set forth in boldface immediately preceding the Company’s responses in ordinary typeface.

 1. For each entity named in the tables under the captions “Selling Security Holders”
and “Security Ownership of Certain Beneficial Issues and Management and Related Stockholders Matters” provide information
about the natural persons who are deemed the beneficial owners of the shares held by such entities.

The requested disclosure
has been added.

 2. Advise the Staff whether the Registration Statement on Form S-3 (No. 333-188987) will be withdrawn.

On October 15, 2013,
the Company filed an application for withdrawal on Form RW for such registration statement.

 3. Advise the Staff whether the Company intends to use Rule 429 with respect to the prospectus
included in the Form S-1 Registration Statement (No. 333-177505).

The Company does not
intend to use Rule 429 to cover any of the securities covered by such prospectus.

Securities and Exchange Commission

October 22, 2013

Page 2

Closing Comments

In connection with
the foregoing responses of the Company to your comments, the Company acknowledges that:

 · the Company is responsible for the adequacy and accuracy of the disclosure in the Form S-1;

 · Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission
from taking any action with respect to the Form S-1; and

 · the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission
or any person under the federal securities laws of the United States.

If you have any questions
or require any additional information, please do not hesitate to contact the undersigned at the number indicated above or Brad
L. Shiffman, Esq., of Blank Rome LLP at (212) 885-5442.

    Very truly yours,

    /s/ James F. Haran

    James F. Haran

    Chief Financial Officer

 cc: Brad L. Shiffman, Esq.

CORRESP
1
filename1.htm

XCel Brands, Inc.

475 10th Avenue
– 4th Floor

New York, NY 10018

July 2, 2012

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

 Re: XCel Brands, Inc. (the “Company”)

Registration Statement on Form
S-1, as amended

File No. 333-177585 (“Registration
Statement”)

Dear Sir/Madam:

The Company hereby requests that the above-referenced
Registration Statement be declared effective on July 5, 2012, at 9:00 a.m., Eastern time, or as soon thereafter as is practical.

In addition, the Company acknowledges that:

 · should the Securities and Exchange Commission (the “Commission”) or the staff of the Division of Corporation Finance
(the “Staff”), acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose
the Commission from taking any action with respect to the Registration Statement;

 · the action of the Commission or the Staff, acting pursuant to the delegated authority, in declaring the Registration Statement
effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the Registration
Statement; and

 · the Company may not assert the declaration of effectiveness or Staff comments as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the United States.

    Sincerely,

    XCEL BRANDS, INC.

    By:
    /s/ Robert D’Loren

    Robert D’Loren
Chief Executive Officer and Chairman

June 21, 2012

Via E -Mail
Robert W. D’Loren, Chief Executive Officer
Xcel Brands, Inc.
475 10th Avenue, 4th Floor
New York, NY 10018

Re: Xcel Brands, Inc.
Amendment No. 2 to Form S -1
File No. 333 -177585
  Filed May 29, 2012

Dear Mr. D’Loren:

We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.  References to our prior comme nts
refer to our letter dated May 14, 2012.

Please respond to this letter by amending your registration statement and providing the
requested information.   Where you do not believe our comments apply to your facts and
circumstances or do not believe an am endment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.

General

1. We are unable to locate  your response to prior comment 1 as to your election under
Section 107(b) of the Jumpstart Our Business Startups Act.  Please be aware if you are
seeking to opt out of the extended transition period for complying with new or revised
accounting standards, you must prominently disclose your election and include a
statement that is irrevocable on a pre -effective basis.  Please revise as appropriate.

Cover Page

2. As the selling security holders must sell your common stock at a fixed price until such
time as yo ur stock is listed on an exchange or quoted on the OTC Bulletin Board, please

Robert W. D’Loren
Xcel Brands, Inc.
June 21 , 2012
Page 2

 delete the first sentence of the third paragraph on the cover page.  Also, we note your
statement on page 3 under the subheading “Terms of the Offering” that the selling
security  holders will determine when and how they will sell the stock being offered in the
prospectus.  Please revise to clarify that the shares must be offered at a fixed price of
$3.00 per share for the duration of your offering or until they are quoted on the O TC
Bulletin Board or listed on an exchange.

Risk Factors, page 4

3. We note your response to prior comment 6.  Please disclose in the prospectus summary
that under his compensation agreement, Mr. Mizrahi has the right to a 5% bonus of net
royalty income in excess of $25 million.  Alternatively, you may add a risk factor that
describes the potential effect of the bonus provision in future periods on your results of
operation.

You may contact  Edwin Kim , Staff Attorney,  at (202) 551 -3297 or me at (202) 551 -3456
if you have a ny questions.  If you need additional assistance, you may contact Barbara C. Jacobs,
Assistant Director, at (202) 551 -3730.

        Sincerely,

        /s/ Matthew Crispino

   Matthew Crispino
Staff Attorney

May 14, 2012

Via E -Mail
Robert W. D’Loren, Chief Executive Officer
Xcel Brands, Inc.
475 10th Avenue, 4th Floor
New York, NY 10018

Re: Xcel Brands, Inc.
Amendment No. 1 to Form S -1
Filed April 17, 2012
File No. 333 -177585

Dear Mr. D’Loren:

We have limited our review of your registration statement to those issues we have
addressed in our 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 registration statement and providing the
requested information.   Where 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 revi ewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.

General

1. Since you appear to qualify as an “emerging growth company,” as defined in the
Jumpstart Our Business Startups Act (“the Act”), please disclose on your prospectus
cover page that you are an emerging growth company, and revise your prospectus to
provide the following additional disclosures:

 Describe how and when a company may lose emerging growth company status;
 A brief description of the various exemptions that are available to you, such as
exemptions from Section 404(b) of the Sarbanes -Oxley Act of 2002 and Section
14A(a) and (b) of the Securities Exchange Act of 1934; and
 Your election under Sec tion 107(b) of the Act:

Robert W. D’Loren
Xcel Brands, Inc.
May 14 , 2012
Page 2

 o If you have elected to opt out of the extended transition period for complying
with new or revised accounting standards pursuant to Section 107(b) of the
Act, include a statement that the election is irrevocable; or
o If you have elec ted to use the extended transition period for complying with
new or revised accounting standards under Section 102(b)(1) of the Act,
provide a risk factor explaining that this election allows you to delay the
adoption of new or revised accounting standards  that have different effective
dates for public and private companies until those standards apply to private
companies.  Please state in your risk factor that, as a result of this election,
your financial statements may not be comparable to companies that comply
with public company effective dates.  Include a similar statement in your
critical accounting policy disclosures in MD&A.
You may disclose the extent to which you would be exempt in any event as a result of
your status as a Smaller Reporting Company .

2. Throughout your document you reference an “Appointment Date.”  Please revise to
clarify what you mean by Appointment Date and consider providing more specificity as
to the dates being referenced.  As a non -exclusive example, you refer to certain me mbers
of your board agreeing to serve commencing on the Appointment Date on pages 51 -52.
It is unclear whether you are referring to a prospective appointment or whether the
Appointment Date has occurred in the past and these individuals are current directors.

3. Please revise to clarify whether your common stock is quoted on the OTC Bulletin
Board, the OTCQB or the OTC Pink Sheets.  It appears that your common stock is
quoted on the OTCQB, but you refer to the OTC Pink Sheets on pages 14 and 43  and the
OTC Bulletin Board and OTC Markets on page 45 .

4. Please note that an at -the-market resale offering under Rule 415 is not available for
registrants that are quoted on the OTCQB or the OTC Pink Sheets.  Please revise to
provide a fixed  price for your resale offering until you are quoted by the OTC Bulletin
Board or are listed on an exchange.

Risk Factors, page 4

5. We note that the owners of IM Ready, Isaac Mizrahi and Marisa Gardini, are offering a
significant amount of securities in this offering, 360,000 and 1,140,000 shares of
common stock, respectively.  Please consider whether adding a risk factor is appropriate
to discuss any conflicts of interests with their roles with Xcel Brands, Inc. and the
potential disposition of a signifi cant amount of their shares.

6. We note that Mr. Isaac Mizrahi’s compensation agreement described on page 58 awards
your key employee with a 5% bonus for net royalty income beyond $25 million for future

Robert W. D’Loren
Xcel Brands, Inc.
May 14 , 2012
Page 3

 periods.  Please consider adding a risk factor describ ing how such an arrangement may
limit or may make it more difficult to achieve profitability as your net royalty income
approaches and exceeds $25 million.

Recent Sales of Unregistered Securities, page II -2

7. Your registration statement seeks to register common stock that underlies privately issued
warrants that are described in this section.  Since the resale of such common stock is
contingent upon exercise of those warrants, please revise to describe the exemption your
selling stockholders will rely upon  to exercise their respective warrants.

Exhibits

8. Please file your legal opinion with your next amendment.

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 the Securities Act of 1933 and
all applicable Securities Act rules require.   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 disc losures they have made.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending registration statement please provide a written statement from the company
acknowledging that:

 should the Commission or the  staff, acting pursuant to delegated authority, declare the
filing effective, 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 delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rule 461 regarding requests for ac celeration.  We will consider a written
request for acceleration of the effective date of the registration statement as confirmation of the
fact that those requesting acceleration are aware of their respective responsibilities under the
Securities Act of 1 933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow

Robert W. D’Loren
Xcel Brands, Inc.
May 14 , 2012
Page 4

 adequate time for us to review any amendment prior to the requested effective date of the
registration statement.

You may contact  Edwin Kim at (202) 551 -3297 or me at (202) 551 -3456 if you have any
questions.  If you need additional assistance, you may contact Barbara C. Jacobs, Assistant
Director, at (202) 551 -3730.

        Sincere ly,

        /s/ Matthew Crispino

   Matthew Crispino
Staff Attorney

February 9 , 2012

Via E -Mail
Robert W. D’Loren , Chief Executive Officer
Xcel Brands, Inc.
475 10th Avenue, 4th Floor
New York, NY 10018

Re: Xcel Brands, Inc.
Form 8-K for the Report Date of September 29, 2011
File No. 000-31553
  Filed October 5 , 2011

Dear Mr. D ’Loren :

We have comple ted our review of your filings .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect  to the company or the filings  and t he company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of  the disclosu re in the filings  to be certain that the filings include  the
information the Securities Exchange Act of 1934 and all applicable rules require.

        Sincerely,

        /s/ Matthew Crispino

   Matthew Crispino
Staff Attorney

cc:  Brad Shiffman, Esq.
 Blank Rome LLP

January 6, 2012
 Via E-Mail

Robert W. D’Loren, Chief Executive Officer Xcel Brands, Inc. 475 10th Avenue, 4th Floor New York, NY 10018
Re: Xcel Brands, Inc.
Amendment No. 1 to Form 8-K for th e Report Date of September 29, 2011
  Filed December 15, 2011   Form 10-Q for the Fiscal Quarter Ended September 30, 2011
  Filed November 23, 2011
File No. 000-31553

Dear Mr. D’Loren:
We have reviewed your filings and have th e following comments.  References to prior
comments are to those in our letter dated November 3, 2011.
 Form 8-K/A filed December 15, 2011

 Description of Business

 Licensing Business, page 13

1. We note your responses to prior comments 15 and 16 and we reissue them in part.  On
page 17 of your amended current report, you disclose the LCNY Agreement accounted for 30% of your total revenue for the six months ended June 30, 2011 and 35% of your
total revenue for the year ended December 31, 2010.  Your response letter indicates that
the LCNY Agreement only accounted for 4% and 7% of IM Brands’ revenue for fiscal
years 2010 and 2011, respectively.  Please revise  to reconcile these differences and
provide us a detailed analysis why you believe that the LCNY Agreement is not a
material agreement under Item 601(b)(10)(i i)(B) of Regulation S-K.  If the LCNY
Agreement-related revenue is not material or a significant part of your business, you
should indicate so as part of your discu ssion of the LCNY Agreement in your business
section.

Robert W. D’Loren
Xcel Brands, Inc. January 6, 2012 Page 2

 Management’s Discussion and Analysis, page 37
 2. We note your responses to prior comments 23 and 26 and we reissue them in part.  Based
on your disclosure on pages 47 and 48, it a ppears your financial covenants require a
minimum consolidated quarterly EBITDA of $2,500,000 by June 30, 2012 and
$4,000,000 by September 30, 2012.  These amounts appear to greatly exceed the
Company’s most recently disclosed quarterly co nsolidated EBITDA.  Please advise us if
more detailed disclosures, both quantitativ e and qualitative, are necessary to discuss
whether you may have difficulty in meeting your financial covenants or are dependent on
substantial growth in revenues to meet them in the next 12 months.
 Directors and Executive Officers, page 49

 3. We note your response to prior comment 29 and we  reissue it in part.  Please revise to
provide a brief description of Mr. Mizrahi’s current outside busine ss activities, pursuant
to the Retained Media Rights or otherwise, th at consume a material portion of his time.
If significant, please revise to clarify the approximate percentage of his time Mr. Mizrahi
devotes to activities outside of his scope of employment with the Company and its
subsidiaries.
 Changes and Disagreements with Accountants

 Item 4.01 Changes in Registrant’s  Certifying Accountant, page 78

 4. We note your revisions in response to prior comment 40.  However, it appears that your
revised disclosure refers to the period up to any interim unaudited financial statements
through September 29, 2011, rather than the s ubsequent interim period preceding the
dismissal of your former auditor.  Please amend your Form 8-K to state whether there
were any reportable events as set forth in  Item 304(a)(1)(v) of  Regulation S-K that
occurred during the two most recent fiscal  years and any subsequent interim period
preceding the dismissal of your former audi tor (i.e., during the years ended December 31,
2010 and 2009, and the subsequent interim pe riod through September 29, 2011).  Include
an updated letter from your former auditor addressing your revised disclosure as an
exhibit to your Form 8-K/A.
 Exhibit 99.1

 Audited Consolidated Financial Statements  for the Years Ended December 31, 2010 and 2009,
and Unaudited Consolidated Financial Statements  for the Six Months Ended June 30, 2011 of the
Isaac Mizrahi Business
 5. We note that, in response to prior comme nt 41, you have presented full carve-out
financial statements of IM Ready’s Isaac Mi zrahi Business and you indicate that these

Robert W. D’Loren
Xcel Brands, Inc. January 6, 2012 Page 3

 financial statements are in compliance with the requirements of SAB Topic 1B.1.  Tell us
what consideration you gave to also incl uding the following disc losures pursuant to
Questions 2 and 4 of SAB Topic 1B.1 within  the notes to the financial statements:

 an explanation of the allocation method used  to allocate common expenses to the IM
Licensing Business;

 an analysis of the in tercompany accounts; and

 the average balance due to or from rela ted parties for each period for which an
income statement is required.

Ensure that any changes to your notes to the fi nancial statements are also reflected in the
Isaac Mizrahi Business Financial Statements in cluded as an exhibit to your Form 10-Q
for the quarterly period ended September 30, 2011 as well as future filings.
 Exhibit 99.2

 Unaudited Pro Forma Condensed Combined Financ ial Statements of Old XCel and the Isaac
Mizrahi Business for the si x months ended June 30, 2011
 Note II

 6. We note that the historical carrying value of accounts receivable of the IM Licensing
Business have been eliminated in the adju stments to your unaudited pro forma condensed
combined balance sheet.  However, you indica te on page 7 that the assets acquired from
IM Ready included proceeds from accounts receivable relating to  the Isaac Mizrahi
business.  Please explain how the acquired acco unts receivable are reflected in your pro
forma financial statements.
 Form 10-Q for the Quarterly Period Ended September 30, 2011

 Notes to Unaudited Condensed Consolidated Financial Statements

 Note 4. Debt

 Seller Note, page 11

 7. Explain your accounting for the option to convert  the Seller Note into  a variable number
of common shares.  In this rega rd, tell us whether this repr esents an embedded derivative
to be bifurcated and marked to fair va lue.  Refer to ASC 815-10-15-74 and ASC 815-40-
25.  Clarify whether the holder ha s the option to convert the not e if the maturity date is
not extend.

Robert W. D’Loren
Xcel Brands, Inc. January 6, 2012 Page 4

 Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.

You may contact Melissa Wa lsh, Staff Accountant, at  (202) 551-3224 or Stephen
Krikorian, Accounting Branch Chief, at ( 202) 551-3488 if you have questions regarding
comments on the financial statements and relate d matters.  Please contact  Edwin Kim at (202)
551-3297 or me at (202) 551-3456 with any other que stions.  If you need additional assistance,
you may contact Barbara C. Jacobs, A ssistant Director, at (202) 551-3730.

        S i n c e r e l y ,           /s/ Matthew Crispino
   Matthew Crispino
Staff Attorney
        cc:  Brad Shiffman, Esq.   Blank Rome LLP

CORRESP
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    Unassociated Document

XCel Brands, Inc.

475 10th Avenue, 4th Floor

New York, NY 10018

(347) 727-2474

December 15, 2011

VIA EDGAR

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention:

Mr. Matthew Crispino

Staff Attorney

Re:         XCel Brands, Inc.

Form 8-K for the Report Date of September 29, 2011

Filed October 5, 2011

File No. 001-10593

Dear Mr. Crispino:

On behalf of XCel Brands, Inc. (the “Company”), set forth below are the responses to the comments contained in your letter of November 3, 2011 addressed to Mr. Robert W. D’Loren, the Company’s Chief Executive Officer, regarding the Company’s Form 8-K for the report date of September 29, 2011 (the “Form 8-K”).  For the convenience of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”), the text of the comments is reproduced in its entirety in boldface immediately preceding the Company’s responses in ordinary typeface.

General

1.

In light of the significant amounts of common stock that are issuable due to warrant agreements related to the private placement, the term loan, and other transactions, please revise the appropriate places of the current report to discuss the potential dilution that may occur if the warrants are exercised or if various provisions requiring additional consideration to be paid to IM Ready or employees upon the achievement of certain revenue milestones are triggered.

The requested disclosure has been added under the caption “Risk Factors”.

Securities and Exchange Commission

December 15, 2011

Page 2

The Merger, page 3

2.

Please revise to clarify Mr. Stephen J. Cole-Hatchard’s role in the merger transaction and the consideration he provided for his newly issued 47,132 shares of common stock of the Company.

The relevant disclosure has been amended as requested.

Private Placement, page 4

3.

Please revise to identify the executive officers and describe the number, nature and character of the accredited investors that have purchased units under the private placement offering. Also, please revise the disclosure here or on pages 60 and 61 to disclose the facts relied upon for the exemption under Section 4(2) of the Securities Act, as required by Item 701(d) of Regulation S-K. We note, for example, you do not indicate whether the investors were accredited or sophisticated with access to information generally available in a registered offering.

The relevant disclosure has been amended as requested.

Term Loan, page 5

4.

Please revise to clarify the consequences should the Company fail to meet its financial covenants.

The relevant disclosure has been amended as requested.

5.

Please revise to clarify whether the financial covenants and restrictions of the term loan with MidMarket Capital Partners LLC is restricted to the IM Brands business. For example, should the Company raise additional funds or acquire another licensor, please describe whether the term loan’s financial covenants will impact businesses outside of the IM Brands.

The Company advises the Staff that the disclosure under the caption “Term Loan” states that the financial covenants are applicable to IM Brands and its subsidiaries, not to the Company.  Additional disclosure has been added to indicate which restrictions apply to the Company.

Acquisition of the Isaac Mizrahi Business, page 8

6.

Please revise this section to remove the references to “certain” as it pertains to items such as the acquisition of assets, rights related to the IM Trademarks, design services subject to the Earthbound Agreement, obligations of IM Ready and Isaac Mizrahi that constitute closing considerations. Please describe these items with sufficient detail to include all material items in each category.

Securities and Exchange Commission

December 15, 2011

Page 3

The relevant disclosure has been amended as requested.

7.

Please revise to clarify whether Earthbound has selected a board observer and what the observer rights entail.

The relevant disclosure has been amended as requested.

8.

Please revise to clarify under what circumstances the Company has the discretion to issue IM Ready shares of common stock in lieu of cash consideration for its Earn Out Value payments and up to $2,765,500 in cash or stock for achieving aggregate net royalty income of at least  $2,500,000 from QVC. Also, please revise to define “actual net royalty income” and “aggregate net royalty income” as it pertains to these pay out provisions.

The relevant disclosure has been amended as requested.

9.

Please revise to clarify here and the Description of Business section the services that were previously provided by Earthbound to IM Ready and what transitional services they will provide in the future. To the extent that Earthbound’s role with the Company changes, please revise to clarify how the Company will perform those services or activities in the future.

The relevant disclosure has been amended as requested.

10.

Please revise to clarify whether IM Ready retains any of its business related to the design or licensing of apparel or otherwise operates in the apparel or fashion industry, other than as an investment vehicle for Mr. Isaac Mizrahi and Ms. Marisa Gardini to hold shares in the Company.

The relevant disclosure has been amended as requested.

Business, page 11

Overview, page 11

11.

Please revise to clarify whether you have acquired any other licensing businesses other than the Isaac Mizrahi Business.

The relevant disclosure has been amended as requested.

12.

Please revise to clarify whether HSN is your client or licensee of your products or trademarks. Also, please revise to clarify any restrictions your agreement with QVC will have on your ability to license your products with competing Direct-Response Television retailers.

Securities and Exchange Commission

December 15, 2011

Page 4

The relevant disclosure has been amended as requested.

13.

Please revise to provide more details of your acquisition strategy, as briefly described on page 17. Clarify whether additional funding is necessary to implement your acquisition strategy and if you have any current plans to raise such funding.

The relevant disclosure has been amended as requested.

14.

Please discuss how you will acquire additional trademarks in a “multi-channel” distribution strategy, as briefly described on page 20. For example, it is unclear whether the acquisition of additional trademarks would require the acquisition or hiring of additional separate design teams or whether your existing design team would handle new designs for new trademarks.

The relevant disclosure has been amended as requested.

Licensing Business, page 12

15.

Please revise to disclose the material terms of your amended QVC licensing agreement and your Liz Claiborne New York design agreement. Also, please file your Liz Claiborne New York design agreement as an exhibit, pursuant to Item 601(b)(10) of Regulation S-K.

The relevant disclosure has been amended as requested.

In respect of the Staff’s request that the Company file the Liz Claiborne New York design agreement (the “LCNY Agreement”) as an exhibit, the Company submits that the LCNY Agreement ordinarily accompanies the kind of business conducted by the Company and its subsidiaries, is deemed under Item 601(b)(10) of Regulation S-K to be a contract made in the ordinary course of business and, since the Company’s business is not substantially dependent upon it, the LCNY Agreement is not required to be filed in accordance with Item 601(b)(10) of Regulation S-K.  The LCNY Agreement accounted for only 4% and 7% of IM Brands’ revenue for fiscal years 2010 and 2011, respectively; by contrast, the QVC Agreement accounted for 61% and 63% of revenue for such periods, respectively.

16.

Please revise to describe the general nature and character of your licenses and licensees. For example, it is unclear the extent that the QVC and the LCNY agreements constitute a substantial amount of your overall business. Please disclose the percentage of your revenue that relates to QVC, LCNY, any other material licenses in aggregate by relevant category.

The relevant disclosure has been amended as requested.

Securities and Exchange Commission

December 15, 2011

Page 5

17.

Please revise to clarify whether the LCNY agreement also involves licensing the Isaac Mizrahi brand, as it appears this line is marketed as an Isaac Mizrahi collection.

The relevant disclosure has been amended as requested.

Competition, page 15

18.

Please provide a more detailed discussion of the competitive conditions of your industry, generally the number of competitors, and your competitive position in your industry, as required by Item 101(h)(4)(iv) of Regulation S-K.

The relevant disclosure has been amended as requested.

Trademarks, page 15

19.

Please revise to clarify how the Company monitors and protects its trademarks, including whether the primary responsibility is with the Company or its major licensees like QVC.

The relevant disclosure has been amended as requested.

20.

Please clarify whether the Company or its licensees have significant international revenue that may require the registration of foreign trademarks or other intellectual property.

The relevant disclosure has been amended as requested.

Management’s Discussion and Analysis, page 33

Overview, page 33

21.

Please revise your Overview to discuss any trends, events and uncertainties as they relate to your business. This discussion should include your increased executive compensation to be paid pursuant to your new employment agreements, your need to upgrade your technology, your ability to acquire and integrate new trademarks and potentially new design teams into your Company, your ability to fund acquisitions, and any other trends, events and uncertainties that may materially affect your financial condition or operating performance.

The relevant disclosure has been amended as requested.

Securities and Exchange Commission

December 15, 2011

Page 6

Critical Accounting Policies and Estimates, page 34

Revenue Recognition, page 34

22.

You indicate that “revenue is essentially earned when the Isaac Mizrahi Business has substantially met i[t]s obligations to be entitled to the benefits represented by the revenue.” Explain how this policy complies with the revenue recognition criteria of SAB Topic 13.

This revenue policy is stated within SAB Topic 13, paragraph 1.  Revenues for the Isaac Mizrahi Business are essentially earned in accordance with the terms and conditions governed by each licensing agreement.  This includes (1) providing the use of the Isaac Mizrahi brand’s trademarks, logos and other brand images, (2) providing design services and (3) appearances by Isaac Mizrahi.  The Company provides the use of the Isaac Mizrahi brand’s trademarks, logos and other brand images at the onset of each licensing agreement it enters into, therefore satisfying this component of its obligations to its licensees.  Design services and appearances by Isaac Mizrahi are provided are provided on a routine, ongoing basis.  Therefore, management’s assertion is that it has met its obligations entitling it to licensing and design revenues from its licensees by virtue of delivering the use of the brands trademarks and by rendering services in accordance with its licensing agreements.  Please also see our response to Question 42 below.

Trend Information Discussion, page 37

23.

Please revise here and elsewhere to disclose why the Company believes that its revenues from its QVC agreement will result in significantly increased sales. Also, given your various employment agreements, sales commission agreements, and agreements related to the acquisition of the Isaac Mizrahi Businesses, please provide a discussion how such increased sales would affect your obligation to issue new shares or pay cash if certain financial milestones are met.

The relevant disclosure has been amended as requested.

The Company advises the Staff that it did not state that revenues from its QVC Agreement will result in significantly increased sales, but rather that it believes revenues will increase overall primarily from revenues generated by new license agreements.

Liquidity and Capital Resources, page 37

24.

Your discussion and analysis of liquidity and capital resources should provide a clear picture of your ability to generate cash and to meet existing and known or reasonably likely short-term and long-term cash requirements. You should provide a comprehensive discussion of the significant changes in your sources and uses of cash from period to period and the impact of these changes on your liquidity and capital resources. Your disclosure should include a discussion of  prospective information regarding sources of and needs for capital, including the existence and timing of commitments and other known and reasonably likely cash requirements. Please tell us how you considered the guidance in Section IV of SEC Release 33-8350 and revise accordingly.

Securities and Exchange Commission

December 15, 2011

Page 7

The relevant disclosure has been amended as requested.

Our response has taken into consideration all of the material aspects of Section IV of SEC Release 33-8350 including (1) historical information regarding sources of cash and capital expenditures, (2) an evaluation of the amounts and certainty of cash flows, the existence and timing of commitments for capital expenditures and other known and reasonably likely cash requirements, (3) discussion and analysis of known trends and uncertainties, (4) a description of expected changes in the mix and relative cost of capital resources, (5) indications of which balance sheet or income or cash flow items should be considered in assessing liquidity; and a discussion of prospective information regarding companies’ sources of and needs for capital.

25.

Please revise this section to provide the basis for your belief that you will be cash flow positive in the next twelve months, or have adequate working capital for your operating needs, debt service obligations, or capital expenditures.

The relevant disclosure has been amended as requested.

26.

Please revise this section to provide a discussion of how the term loan financial covenants will restrict your business and whether you anticipate you will violate any of the covenants. For example, it appears you are restricted to $400,000 in capital expenditures. Please clarify how this restriction, and others like the Excess Cash Flow Sweep provisions described on page six, will affect your liquidity and capital resources.

The relevant disclosure has been amended as requested.

Directors and Executive Officers, page 39

27.

Please revise to briefly discuss the specific experience, qualifications, attributes or skills that led to the conclusion that each of your directors should serve on your board, in light of your business and structure. See Item 401(e) of Regulation S-K. Please provide this disclosure on an individual basis for each director.

The relevant disclosure has been amended as requested.

28.

Your management biography for Ms. Marisa Gardini indicates that she has served as “President and Chief Executive Officer of Isaac Mizrahi New York …” since 2002. Your disclosure on page eight indicates that Isaac Mizrahi New York is a brand of IM Ready, but there is no mention that it is a separate entity or division of IM Ready. Please revise your disclosure to reconcile.

Securities and Exchange Commission

December 15, 2011

Page 8

The relevant disclosure has been amended as requested.

29.

Please revise to clarify whether Mr. Isaac Mizrahi is a full time employee. If not, please describe his other employment or ventures and what percentage of his time he devotes to the Company. We note that you disclose Mr. Mizrahi is associated with IM Ready and Laugh Club, Inc. o

CORRESP
1
filename1.htm

    Unassociated Document

XCel Brands, Inc.

475 10th Avenue, 4th Floor

New York, NY 10018

(347) 727-2474

December 1, 2011

VIA EDGAR

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention:

Mr. Matthew Crispino

Staff Attorney

Re:

XCel Brands, Inc.

Form 8-K for the Report Date of September 29, 2011

Filed October 5, 2011

File No. 001-10593

Dear Mr. Crispino:

We refer to the letter of the Securities and Exchange Commission (the “Commission”), dated November 3, 2011, addressed to Robert W. D’Loren, the Chief Executive Officer of XCel Brands, Inc. (the “Company”).  As was discussed earlier today with Edwin Kim of the Commission’s Staff, the Company is not yet in a position to respond to the Commission’s comments.  The Company needs additional time for it and its auditors to complete the preparation of expanded carve-out audited financial statements of the “Isaac Mizrahi Business” (as such term is defined in the Current Report on Form 8-K for the report date of September 29, 2011) and for its auditors to complete their audit procedures with respect to such financial statements.  The Company anticipates that its response will be filed on or before December 15, 2011.

Please do not hesitate to contact me at (347) 532-5894 with any questions or further comments.

Very truly yours,

XCEL BRANDS, INC.

/s/ Seth Burroughs

By:

Seth Burroughs

Title:

Executive Vice President

CORRESP
1
filename1.htm

    Unassociated Document

XCel Brands, Inc.

475 10th Avenue, 4th Floor

New York, NY 10018

(347) 727-2474

December 1, 2011

VIA EDGAR

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention:

Mr. Matthew Crispino

Staff Attorney

Re:

XCel Brands, Inc.

Form 8-K for the Report Date of September 29, 2011

Filed October 5, 2011

File No. 001-10593

Dear Mr. Crispino:

On behalf of XCel Brands, Inc. (the “Company”), set forth below is a response to the verbal comment from Edwin Kim of the Staff regarding the Company’s Form 8-K for the current report for the event date of September 29, 2011 (the “Form 8-K”).

Mr. Kim left a voice message for counsel to the Company asking if the Company has considered whether it needs to file a Form 8-K reporting an Item 4.02 event and if not, to provide a response to the Staff why the Company does not believe such a Form 8-K is required.

Item 4.02 of Form 8-K requires disclosure:

(a)           If the registrant’s board of directors, a committee of the board of directors or the officer or officers of the registrant authorized to take such action if board action is not required, concludes that any previously issued financial statements, covering one or more years or interim periods for which the registrant is required to provide financial statements under Regulation S-X (17 CFR 210) should not longer be relied upon because of an error in such financial statements as addressed in FASB ASC Topic 250, Accounting Changes and Error Corrections, as may be modified, supplemented or succeeded; or

(b)           If the registrant is advised by, or receives notice from, its independent accountant that disclosure should be made or action should be taken to prevent future reliance on a previously issued audit report or completed interim review related to previously issued financial statements.

Securities and Exchange Commission

December 1, 2011

Page 2

The Company advises the Staff that it has considered whether it is required to file a Form 8-K under Item 4.02 reporting a non-reliance on previously issued financial statements or a related audit report or completed interim review.  Although the Company has determined that it is appropriate to replace the “abbreviated carve-out” financial statements for the Isaac Mizrahi Business with full carve-out financial statements, the Company has determined that it is not required to file a Form 8-K and an Item 4.02 because such change does not constitute an error in such financial statements, a change in accounting principle, a change in an estimate or a change in the reporting entity as addressed in FASB ASC Topic 250.  The Company has also considered and determined that no significant changes or errors in the previously filed financial statements occurred as a result of the expansion of the Isaac Mizrahi Business financial statements. The lack of supplemental disclosure that would be provided in the full financial statements is not misleading to users that are relying on the abbreviated carve-out financial statements.

Additionally, the Company’s registered independent public accountants have not advised the Company that they intend to advise the Company that disclosure should be made or action should be taken to prevent future reliance on a previously issued audit report or completed interim review related to previously issued financial statements.

If you have any questions or require any additional information, please do not hesitate to contact the undersigned at the number indicated above or Brad L. Shiffman, Esq. of Blank Rome LLP at (212) 885-5442.

Very truly yours,

XCEL BRANDS, INC.

/s/ James F. Haran

By:

James F. Haran

Title:

Chief Financial Officer

cc:           Brad L. Shiffman, Esq.

CORRESP
1
filename1.htm

    Unassociated Document

XCel Brands, Inc.

475 10th Avenue, 4th Floor

New York, NY 10018

(347) 727-2474

November 22, 2011

VIA EDGAR

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention:

Mr. Matthew Crispino

Staff Attorney

Re:

XCel Brands, Inc.

Form 8-K for the Report Date of September 29, 2011

Filed October 5, 2011

File No. 001-10593

Dear Mr. Crispino:

We refer to the letter of the Securities and Exchange Commission (the “Commission”), dated November 3, 2011, addressed to Robert W. D’Loren, the Chief Executive Officer of XCel Brands, Inc. (the “Company”).  As was discussed earlier today with Edwin Kim of the Commission’s Staff, the Company is not yet in position to respond to the Commission’s comments.  The Company needs additional time to prepare its response and anticipates that its response will be filed on or before December 5, 2011.

Please do not hesitate to contact me at (347) 532-5894 with any questions or further comments.

Very truly yours,

XCEL BRANDS, INC.

/s/ Seth Burroughs

By:     Seth Burroughs

Title:  Executive Vice President

November 4, 2011
 Via E-Mail

Robert D’Loren  Chief Executive Officer Xcel Brands, Inc. 475 10th Avenue, 4th Floor New York, NY 10018
Re: Xcel Brands, Inc.
Registration Statement on Form S-1
  Filed October 28, 2011
File No. 333-177585

Dear Mr. D’Loren:
Our preliminary review of your registration st atement indicates that it fails in numerous
material respects to comply with  the requirements of the Securi ties Act of 1933, the rules and
regulations under that Act, and th e requirements of the form, as set forth in the comment letter dated
November 3, 2011 with respect to  your Form 8-K filed October 5, 2011.  We will not perform a
detailed examination of the registration statem ent and we will not is sue comments until it is
amended to address the a pplicable comments issued  in that prior letter.

If you were to request acceleratio n of the effective date of the registration statement in its
present form, we would likely reco mmend that the Commissi on deny your request.   We suggest that
you consider filing a substa ntive amendment to correct  the deficiencies.

Please contact Edwin Kim, Staff Attorney, at (202) 551-3297 or me at (202) 551-3456
with any questions.  If you n eed additional assistance, you ma y contact Barbara C. Jacobs,
Assistant Director , at (202) 551-3730.

Sincerely,  /s/ Matthew Crispino  Matthew Crispino Staff Attorney
  cc:  Via E-mail

Brad Shiffman, Esq. Blank Rome LLP

November 3, 2011
 Via E-Mail

Robert W. D’Loren, Chief Executive Officer Xcel Brands, Inc. 475 10th Avenue, 4th Floor New York, NY 10018
Re: Xcel Brands, Inc.
Form 8-K for the Report Date of September 29, 2011
  Filed October 5, 2011
File No. 000-31553

Dear Mr. D’Loren:
We have reviewed your current report 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 amendi ng your filing and providing the requested
information.  If you do not believe our comments a pply 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 filing and the information you provide in
response to these comments, we may have additional comments.
General

1. In light of the significant amounts of comm on stock that are issu able due to warrant
agreements related to the priv ate placement, the term loan, and other transactions, please
revise the appropriate places of the current report to disc uss the potential dilution that
may occur if the warrants are exercised or  if various provision s requiring additional
consideration to be paid to IM Ready or  employees upon the achievement of certain
revenue milestones are triggered.
The Merger, page 3
2. Please revise to clarify Mr. Stephen J. Cole-H atchard’s role in the merger transaction and
the consideration he provided for his newl y issued 47,132 shares of common stock of the
Company.

Robert W. D’Loren
Xcel Brands, Inc. November 3, 2011 Page 2

 Private Placement, page 4
3. Please revise to identify the executive officers and describe the number, nature and
character of the accre dited investors that have pu rchased units under the private
placement offering.  Also, please revise the disclosure here or on pages 60 and 61 to
disclose the facts relied upon for the exempti on under Section 4(2) of  the Securities Act,
as required by Item 701(d) of Regulation S-K.  We note, for example, you do not indicate
whether the investors were accredited or sophisticated with access to information
generally available in a registered offering.
Term Loan, page 5
4. Please revise to clarify the consequences s hould the Company fail to meet its financial
covenants.
5. Please revise to clarify whether the financial covenants and restricti ons of the term loan
with MidMarket Capital Partners LLC is rest ricted to the IM Brands business.  For
example, should the Company raise additional funds or acquire another licensor, please
describe whether the term loan’s financial c ovenants will impact businesses outside of the
IM Brands.
Acquisition of the Isaac Mizrahi Business, page 8
6. Please revise this section to remove the referenc es to “certain” as it pertains to items such
as the acquisition of assets, rights related to  the IM Trademarks, design services subject
to the Earthbound Agreement, obligations of IM Ready and Isaac Mizrahi that constitute
closing considerations.  Please describe these items with sufficient detail to include all
material items in each category.
7. Please revise to clarify whether Earthbound ha s selected a board observer and what the
observer rights entail.
8. Please revise to clarify under what circumst ances the Company has the discretion to issue
IM Ready shares of common stock in lieu of  cash consideration for its Earn Out Value
payments and up to $2,765,500 in cash or stock for achieving aggregate net royalty income of at least $2,500,000 from QVC.  Al so, please revise to define “actual net
royalty income” and “aggregate net royalty income” as it pertains to these pay out
provisions.
9. Please revise to clarify here and the Descripti on of Business section the services that were
previously provided by Earthbound to IM Ready and what transitional services they will
provide in the future.  To the extent that  Earthbound’s role with the Company changes,
please revise to clarify how the Company will perform those services or activities in the
future.

Robert W. D’Loren
Xcel Brands, Inc. November 3, 2011 Page 3

 10. Please revise to clarify whether IM Ready reta ins any of its business related to the design
or licensing of apparel or otherw ise operates in the apparel or  fashion industry, other than
as an investment vehicle for Mr. Isaac Mizrah i and Ms. Marisa Gardini to hold shares in
the Company.
Business, page 11
Overview, page 11
11. Please revise to clarify whether you have acquired any other licensing businesses other
than the Isaac Mizrahi Business.
12. Please revise to clarify whether HSN is your  client or licensee of your products or
trademarks.  Also, please revise to clarify any restrictions your agreement with QVC will have on your ability to license your products with competing Direct-Response Television
retailers.
13. Please revise to provide more details of your  acquisition strategy, as  briefly described on
page 17.  Clarify whether addi tional funding is necessary to  implement your acquisition
strategy and if you have any curr ent plans to raise such funding.
14. Please discuss how you will acquire additi onal trademarks in a “multi-channel”
distribution strategy, as briefl y described on page 20.  For example, it is unclear whether
the acquisition of additional trademarks w ould require the acquisition or hiring of
additional separate design teams or whethe r your existing design te am would handle new
designs for new trademarks.
Licensing Business, page 12

15. Please revise to disclose the material te rms of your amended QVC licensing agreement
and your Liz Claiborne  New York design agreement.  Also, please file your Liz
Claiborne New York design agreement as an exhibit, pursuant to Item 601(b)(10) of
Regulation S-K.
16. Please revise to describe the general nature and character of your licenses and licensees.
For example, it is unclear the extent that the QVC and the LCNY agreements constitute a substantial amount of your ove rall business.  Plea se disclose the percentage of your
revenue that relates to QVC, LCNY, any other material licenses in aggregate by relevant
category.
17. Please revise to clarify whet her the LCNY agreement also involves licensing the Isaac
Mizrahi brand, as it ap pears this line is marketed as  an Isaac Mizr ahi collection.

Robert W. D’Loren
Xcel Brands, Inc. November 3, 2011 Page 4

 Competition, page 15
18. Please provide a more detailed discussion of  the competitive conditions of your industry,
generally the number of competitors, and your competitive position in your industry, as
required by Item 101(h)(4)(iv)  of Regulation S-K.
Trademarks, page 15
19. Please revise to clarify how the Company mon itors and protects its trademarks, including
whether the primary responsibility is with th e Company or its major licensees like QVC.
20. Please clarify whether the Company or its licen sees have significant international revenue
that may require the registration of foreign trademarks or other intellectual property.
Management’s Discussion and Analysis, page 33
Overview, page 33
21. Please revise your Overview to discuss any tren ds, events and uncertainties as they relate
to your business.  This discussion should include your increased executive compensation
to be paid pursuant to your new employm ent agreements, your need to upgrade your
technology, your ability to acquire and inte grate new trademarks and potentially new
design teams into your Company, your ability to fund acquisitions, and any other trends,
events and uncertainties that may materially  affect your financial condition or operating
performance.
Critical Accounting Policies and Estimates, page 34
Revenue Recognition, page 34
22. You indicate that “revenue is essentially earned when the Isaac Mizrahi Business has
substantially met i[t]s obligations to be entitled to the benefits represented by the
revenue.”  Explain how this policy complies w ith the revenue recogni tion criteria of SAB
Topic 13.
Trend Information Discussion, page 37
23. Please revise here and elsewhere to disclose  why the Company believes that its revenues
from its QVC agreement will result in signi ficantly increased sales.  Also, given your
various employment agreements, sales commission agreements, and agreements related to the acquisition of the Isaac Mizrahi Busine sses, please provide a discussion how such
increased sales would affect your obligation to  issue new shares or pay cash if certain
financial milestones are met.

Robert W. D’Loren
Xcel Brands, Inc. November 3, 2011 Page 5

 Liquidity and Capital Resources, page 37
24. Your discussion and analysis of liquidity and capital resources should provide a clear
picture of your ability to ge nerate cash and to meet existing and known or reasonably
likely short-term and long-term cash requireme nts.  You should provide a comprehensive
discussion of the significant changes in your sources and us es of cash from period to
period and the impact of these changes on your  liquidity and capital resources.  Your
disclosure should include a di scussion of prospective info rmation regarding sources of
and needs for capital, including the existe nce and timing of commitments and other
known and reasonably likely cash requirements.   Please tell us how you considered the
guidance in Section IV of SEC Rel ease 33-8350 and revise accordingly.
25. Please revise this section to provide the basis for your belief  that you will be cash flow
positive in the next twelve months, or have  adequate working capital for your operating
needs, debt service obligations, or capital expenditures.
26. Please revise this section to provide a discussion of how the term loan financial covenants
will restrict your business and whether you anticipate you will violate any of the
covenants.  For example, it appears you are restricted to $400,000 in capital expenditures.
Please clarify how this restriction, and others like the Excess Cash Flow Sweep
provisions described on page six, will affect your liquid ity and capital resources.
Directors and Executive Officers, page 39
27. Please revise to briefly discuss the specific e xperience, qualifications, attributes or skills
that led to the conclusion th at each of your directors shoul d serve on your board, in light
of your business and structure.  See Item 401( e) of Regulation S-K.  Please provide this
disclosure on an individual basis for each director.
28. Your management biography for Ms. Marisa Ga rdini indicates that she has served as
“President and Chief Executive Officer of  Isaac Mizrahi New York …” since 2002.
Your disclosure on page eight indicates that Isaac Mizrahi New York is a brand of IM
Ready, but there is no mention that it is a sepa rate entity or division of IM Ready.  Please
revise your disclosure  to reconcile.
29. Please revise to clarify whether Mr. Isaac Mizrah i is a full time employee.  If not, please
describe his other employment or ventures and what percentage of his time he devotes to
the Company.  We note that you disclose Mr. Mizrahi is associated  with IM Ready and
Laugh Club, Inc. on page 58.

Robert W. D’Loren
Xcel Brands, Inc. November 3, 2011 Page 6

 Employment Agreements with Executives and Key Employees, page 43
30. In your employee agreements, you reference the exercise price of the warrants issued
under these agreements as “equal to the Share Purchase Price.”  Please revise to disclose
the exercise price of these warrants.
31. Please revise to provide a description of the material terms of the non-competition and
non-solicitation provisions of your employee ag reements, including the duration of such
provisions.
32. Please revise to provide the de finition of the term “net royalty income” for Mr. Mizrahi’s
bonus provision in his employment agreement.
33. Please revise to clarify the “Retained Media Ri ghts” for Mr. Mizrahi, as described in his
employment agreement and the asset pur chase agreement with IM Ready.
Involvement in Certain Le gal Proceedings, page 49
34. Please revise to clarify whether any of your directors and executiv e officers has been
involved with any of the legal proceedings li sted in Item 401(f) of Regulation S-K for the
past 10 years.
2011 Equity Incentive Plan, page 52
35. Please revise to provide an expanded disc ussion of the material terms of your 2011
Equity Incentive Plan.
Principal Stockholders, page 52
36. Please revise footnote (4) on page 53 to cl arify the person the boa rd of directors has
designated to act as IM Ready’ s irrevocable proxy and attorney-in-fact with respect to the
Company’s shares owned by IM Ready.
Description of Securities, page 54
37. Please revise to provide the information required by Item 202(c) of Regulation S-K
regarding the terms of your outstanding warrants.
Market for Common Equity and Rela ted Stockholder Matters, page 56
38. Please revise to provide the disclosure require d by Item 201(a)(1) of Regulation S-K.  For
example, please clarify whether there is an established public trading market in light of
the low volume of trading in your se curities for the past two years.

Robert W. D’Loren
Xcel Brands, Inc. November 3, 2011 Page 7

 Certain Relationships and Re lated Transactions, page 57
39. Please revise to identify the employee of Ea rthbound that will receive a 5% commission
on the initial term of any new licensing agr eements that he procures for the Company.
Changes and Disagreements with Accountants, page 60
Item 4.01 Changes in Registrant’s  Certifying Accountant, page 61
40. Please amend your Form 8-K to state whether there were any reportable events as set
forth in Item 304(a)(1)(v) of Regulation S-K that occurred during the two most recent
fiscal years and any subsequent interim period precedi ng the dismissal of your former
auditor .  Include an updated letter from your former auditor addressing your revised
disclosure as an exhibit to your Form 8-K/A.
Exhibit 99.1
Consolidated Audited Financial Statements  for the Years Ended December 31, 2009 and 2010,
and Consolidated Unaudited (Rev iewed) Financial Statements for the Six Months Ended June
30, 2011 of the Isaac Mizrahi Business
41. Since it appears that the Isaac Mizrahi Busine ss (“IM Licensing Business”) will represent
your financial reporting predecesso r, abbreviated financial info rmation is not appropriate.
We note from your disclosure on page 34 of your  Form 8-K that prior to your acquisition
of the IM Licensing Business, the business wa s a division of IM Ready-Made, LLC (“IM
Ready”), separate and apart from IM Ready’ s other business divisions.  Tell us whether
you acquired substantially all of  the IM Ready’s key operating assets.  If so, revise to
provide full audited financial statements.  Alternatively, revise to provide “carve-out”
financial statements that co mply with SAB Topic 1B.1.
Notes to the Financial Statements
Note 2. Summary of Significant Accounting Policies
Revenue Recognition
42. For each type of arrangement you enter into, re vise to describe in reasonable detail how
you determined that each of the revenue rec ognition criteria of SA B Topic 13 has been
sufficiently satisfied.
43. Tell us whether any of your arrangements in clude multiple elements. Note that even
though you negotiate more than one contract wi th a customer, the separate contracts may
be viewed as one multiple element arrangement when determining the appropriate amount of revenue to be recognized.  To th e extent that your arrangements involve
multiple elements, tell us how you determ ine the units of accounting and how your

Robert W. D’Loren
Xcel Brands, Inc. November 3, 2011 Page 8

 allocation policy complies with ASC 605-25-25.  Tell us what consideration you gave to
addressing the accounting for these types of arrangements in your revenue recognition policy.
44. For design services, you indicate that base fees are recognized  on a straight-line basis and
additional payments are recognized in th e applicable per

Mail Stop 4561

 July 14, 2009
 Fahad Syed
Chairman and Chief Executive Officer NetFabric Holdings, Inc. 299 Cherry Hill Road Parsippany, NJ  07054
 Re: NetFabric Holdings, Inc.
  Revised Preliminary Information Statement on Schedule 14C   Filed June 25, 2009   File No. 000-31553

Dear Mr. Syed:
  We have completed our review of your revised filing and have no further comments at this time.

     S i n c e r e l y ,          Matthew Crispino      S t a f f  A t t o r n e y

CORRESP
1
filename1.htm

    June 3,
2009

    Matthew
Crispino

    Division
of Corporate Finance

    Securities
and Exchange Commission

    100 F
Street N.E.

    Washington,
D.C.  20549-4561

                        Re:
                        Preliminary
      Information Statement on Schedule 14C

                          Filed
      May 12, 2009

                          File
      No.
000-31553

    Dear Mr.
Crispino:

    On behalf
of NetFabric Holdings, Inc., (the “Company”), I hereby request that the Company
be granted an additional fifteen (15) business days from the date of this letter
to respond to the comments of the staff (the “Staff”) of the Securities and
Exchange Commission set forth in the Staff’s letter, dated May 20, 2009,
regarding the above referenced Preliminary Information Statement on Schedule
14C.

    If you
have any questions with regard to this request or require any further
information, please contact me at (212) 536-4802.

                    Sincerely,

                    /s/ Uche
      D. Ndumele

                    Uche
      D. Ndumele

                cc:

                Via
      Facsimile

                Vasan
      Thatham

                NetFabric
      Holdings, Inc.

                Facsimile:
      (973) 263-4746

Mail Stop 4561

 May 20, 2009
 Fahad Syed
Chairman and Chief Executive Officer NetFabric Holdings, Inc. 299 Cherry Hill Road Parsippany, NJ  07054
 Re: NetFabric Holdings, Inc.
  Preliminary Information Statement on Schedule 14C   Filed May 12, 2009   File No. 000-31553

Dear Mr. Syed:

This is to advise you that we have limited our review of the above filing to the
matters addressed in the comments below.  After reviewing your response, we may or may not raise additional comments.

Please understand that the purpose of our review process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.
General

1. We note that you have not filed Form 10-Ks for the fiscal years ended December 31, 2007 and December 31, 2008 or Form 10-Qs for the quarterly periods ended March 31, 2008, June 30, 2008, September 30, 2008 or March 31, 2009.  We remind you of your reporting obligations under Section 13 of the Securities Exchange Act of 1934 and the filing deadlines of Form 10-K and Form 10-Q. Please also note that a Form 12b-25 is required to be filed when a periodic filing will be filed late.  Please tell us when you plan to file all of your delinquent periodic reports.  Otherwise, please consider whether you are eligible to terminate your registration under the Securities Exchange Act of 1934.

Fahad Syed
NetFabric Holdings, Inc.
May 20, 2009 Page 2  Purpose of Stock Acquisition, page 8

 2. We note your statement that your board of directors and majority shareholders chose to engage in the bridge financing and subsequent stock acquisition “after many deliberations, as well as the Board’s diligence regarding the Company’s operating performance.”  Please revise your disclosure to provide a reasonably detailed discussion of all material events that led to and culminated with the Board’s decision to undertake the transactions with Fortify Infrastructure Services.  All material contacts, negotiations and agreements must be described.  See Item 14(b)(7) of Schedule 14A (applicable to Schedule 14C pursuant to Item 1 thereof) and Item 1005(b) of regulation M-A.  Identify the person(s) who initiated and participated in the process, and describe the context and nature of each material event.  Also, provide background information on how the purchase price was determined.
 Risk Factors, page 16

 3. Please tell us what consideration you gave to including a risk factor discussing your failure to file periodic reports and the risks this may impose on investors.
 Financial Statements, page 38

 4. Revise to provide updated financial statements and related disclosures as required by Rule 3-12 of Regulation S-X.  Please also provide financial statements for UCA, which may be unaudited.  For additional guidance, please see Interpretation I.H.6 of the Third Supplement to the Division of Corporation Finance’s Manual of Publicly Available Telephone Interpretations, dated July 2001, available on our website at www.sec.gov.

Required Votes, page 39

5. We note the list of shareholders that have approved the proposals included in the information statement.  Please describe each shareholder’s relationship with the company.  Also, please describe the sequence of events through which the consents of these shareholders were obtained and provide your analysis as to whether such activities constitute a solicitation, as defined in Rule 14a-1(l).
 Unaudited Pro Forma Condensed Financial Information, page F-26

 6. Pro forma information for all periods is required for discontinued operations that are not yet reflected in historical statements.  Refer to Rule 11-01(a)(4) of Regulation S-X.  Revise to present unaudited pro forma financial statements for each period presented in the information statement in order to reflect the

Fahad Syed
NetFabric Holdings, Inc.
May 20, 2009 Page 3
discontinuance of UCA’s business on NetFabric Holding’s historical financial statements.

As appropriate, please amend your filing and respond to these comments within
10 business days.  You should provide us with marked copies of the amendment to expedite our review.  Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested supplemental information.  Detailed cover letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendments and responses to our 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 all information required under the Exchange Act and that they have provided all information investors require for an informed investment decision.  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.
 In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that:
 ƒ the company is responsible for the adequacy and accuracy of the disclosure in the filing;
ƒ staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and
ƒ the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

In addition, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.

Fahad Syed
NetFabric Holdings, Inc. May 20, 2009 Page 4
You may contact Matthew Crispino at ( 202) 551-3456 if you have questions.  If
you require further assistance, please contact me at (202) 551-3735.
Sincerely,

Barbara C. Jacobs Assistant Director

Mail Stop 3561

        February 8, 2008

Fahad Syed
Chief Executive Officer
NetFabric Holdings, Inc.
299 Cherry Hill Road
Parsippany, NJ 07054

Re: NetFabric Holdings, Inc.
 Form 10-KSB/A
For Fiscal Year Ended December 31, 2006
File No. 000-31553

Dear Mr. Syed:

We have completed our review of your Form 10-KSB/A and related filings and
have no further comments at this time.

      S i n c e r e l y ,

      T i a  J e n k i n s
      Senior Assistant Chief Accountant
    Office of Beverages, Apparel, and
Health Care Services

CORRESP
1
filename1.htm

      Unassociated Document

    NETFABRIC
      HOLDINGS, INC.

    299
      Cherry Hill Road,

    Parsippany,
      NJ 07054

    Phone:
      973-537-0077

    Fax:
      973-263-4746

    November30,
      2007

    Ms.
      Tia
      Jenkins

    Senior
      Assistant Chief Accountant

    Office
      of
      Beverages, Apparel and Health Care Services

    Division
      of Corporate Finance

    U.S
      Securities and Exchange Commission

    100
      F
      Street N.E.

    Mail
      Stop
      3561

    Washington,
      D.C. 20549-4561

            Re:
            NetFabric Holdings, Inc.

              Form
                10-KSB/A

              Filed
                August 31, 2007

              File
                No. 000-31553

    Dear
      Ms.
      Jenkins:

    On
      behalf
      of NetFabric Holdings, Inc., (“NetFabric” or the “Company”), we hereby submit
      NetFabric’s responses to the comments of the Staff (the “Staff”) of the
      Securities and Exchange Commission (the “Commission”) set forth in the Staff’s
      letter, dated October 29, 2007, regarding the above referenced Form
      10-KSB/A.

    For
      the
      convenience of the Staff, each of the Staff’s comments is included herein and is
      followed by the corresponding response of NetFabric. References herein to “we,”
“us” and “our” refer to NetFabric unless the context indicates
      otherwise.

    Form
      10-KSB For Fiscal Year Ended December
      31, 2006

    Notes
      to Consolidate Financial Statements

    Note
      9- Debt Financings

    2006
      Convertible Debentures, F-20

            1.

              We
                have reviewed your response to our prior comment three, noting that
                you
                have recorded the shares of common stock and warrants issued as
                consideration for the extension of 2006 Convertible Debentures at
                their
                relative fair value based on the guidance EITF 00-27, particularly
                paragraph 32. The issuance of the shares of common stock and warrant
                appear to be consideration issued for extension and do not appear
                to
                represent the issuance of convertible instrument for repayment of
                nonconvertible instrument discussed in Issue 11 and paragraph 32
                of EITF
                00-27. It appears that shares of common stock and warrants issued
                as
                consideration for modification of debt should be recorded at their
                fair
                value. Please advise or revise.

    Response:

    The
      instruments reissued in 2006 were convertible debentures. The Company applied
      the provisions of EITF 00-27 “Application of Issue No.98-5 to Certain
      Convertible Instruments” for accounting the extensions of 2006 Convertible
      Debentures. First, the Company determined the fair value of detachable
      instruments issued in the transaction. As a next step, pursuant to paragraph
      5
      of EITF 00-27, the Company allocated the proceeds received in the financing
      to
      convertible instruments and other detachable instruments on a relative fair
      value basis. Thereafter, the Issue 98-5 Model was applied to the amount
      allocated to the convertible instrument, and an effective conversion price
      was
      calculated and used to measure the intrinsic value, if any, of the embedded
      conversion option. In order to evaluate whether the convertible instrument
      has
      intrinsic value, to comply with paragraph 7 of EITF 00-27, it was essential
      to
      allocate the proceeds on a relative fair value to various instruments issued
      in
      the transaction.

    Based
      on
      the foregoing, the Company believes that it has appropriately accounted for
      the
      extension of 2006 Convertible Debentures. However to provide the Staff with
      further analysis the Company determined that if the fair value was used the
      discount would be $227,501 instead of the amount recorded of $172,250 (based
      on
      relative fair values), an increase of $55,251. Accordingly utilizing the fair
      value would increase the discount amortized to expense by $55,251 for the year
      ended December 31, 2006, which the Company believes is immaterial considering
      the net loss for 2006 was approximately $17 million.

    Laurus
      Convertible Non-Convertible Financings, F-22

            2.

              We
                have reviewed your response to our prior comment five, noting that
                you
                applied the provisions of APB 14 for options issued with Laurus Revolving
                Note. Please note that when equity instruments are issued in conjunction
                with a revolving note, APB is not applicable and the full fair value
                of
                the equity instruments should be charged to debt issue costs and
                amortized
                over the term of the loan. Please
                revise.

    Response

    The
      Company entered into a Security Agreement with Laurus Master Fund, Ltd.
      (“Laurus”) in February 2006. Pursuant to the Security Agreement, the Company
      sold a Secured Convertible (‘Convertible Note”) and a Secured Non-Convertible
      Revolving Note (“Revolving Note”) to Laurus. As an additional consideration the
      Company issued Laurus options or warrants to purchase 4,256,550 shares of the
      Company’s stock. Although the borrowing were contained in two instruments,
      underlying Security Agreement was common to both the instruments. Similarly,
      collateral, additional consideration and other matters were treated on a
      combined basis for the entire credit facility.

        2

    It
      is
      important to note that the warrants issued were additional consideration to
      the
      investor and not a fee paid to a third party. Given the Company’s size, lack of
      historical profitability and lack of asset base, an investor looks at the
      anticipated returns from the additional consideration as a part of the overall
      economics of the investment.

    The
      Company accounted for the warrants issued to Laurus in accordance with
      Accounting Principles Board Opinion No. 14 “Accounting for Convertible Debt
      Issued with Stock Purchase Warrants”. The warrants were detachable warrants. The
      fair value of the warrants were determined and as prescribed by Paragraph 16
      pf
      APB 14 allocated to Convertible Note and Revolving Note based on the relative
      fair values at the time of issuance.

    The
      fair
      value of warrants allocated to the Convertible Note was further allocated and
      accounted in accordance provisions of EITF 00-27 “Application of Issue No.98-5
      Certain Convertible Instruments” and EITF 98-5 “Accounting for Convertible
      Securities with Beneficial Conversion Feature or Contingently Adjustable
      Conversion Ratios”.

    The
      fair
      value of warrants allocated to the Revolving Note was further allocated based
      on
      the relative fair value of debt and warrants at the time issuance. This was
      in
      accordance Paragraph 16 of APB 14.

    The
      warrants issued were to the investors as additional consideration and not to
      a
      third party as fees. Therefore, they need to be considered as a component of
      the
      transaction and treated as an issuance cost. This aspect is articulated in
      Para
      22 of EITF 0027 “ (a) issuance costs are limited to incremental and direct costs
      incurred with parties other than the investor and (b) any amounts paid to the
      investors when the transaction is consummated represent a reduction in the
      proceeds received by the issued (not issuance cost)”.

    Based
      on
      the foregoing, the Company believes its treatment of warrants is appropriate.
      However, we would appreciate if you would cite specific authoritative literature
      that should be applied if APB 14 is not applicable.

        3

    Stockholder
      and Officer Convertible Debentures, F-27

            1.

              We
                have reviewed your response to our prior comment six, noting that
                you have
                recoded the shares of common stock issued as consideration for extension
                of the Related Party Convertible Debentures at their relative fair
                value
                based on the guidance of EITF 00-27, particularly paragraph 32. The
                issuance of the shares of common stock appear to be consideration
                issued
                for the extension and do not appear to represent the issuance of
                a
                convertible instrument for the repayment of a non-convertible instrument
                as discussed in Issue 11 and paragraph 32 of EITF 00-27. It appears
                that
                the shares of common stock issued as consideration for modification
                of the
                debt should be recorded at their fair value. Please advise or
                revise.

    Response:

    The
      Company applied the provisions of EITF 00-27 “Application of Issue No.98-5 to
      Certain Convertible Instruments” for accounting the extension of the Related
      Party Convertible Debenture. First the Company determined the fair value of
      detachable instruments issued in the transaction. As a next step, pursuant
      to
      paragraph 5 of EITF 00-27, the Company allocated the proceeds received in the
      financing to convertible instruments and other detachable instruments on a
      relative fair value. Thereafter, the Issue 98-5 Model was applied to the amount
      allocated to the convertible instrument, and an effective conversion price
      was
      calculated and used to measure the intrinsic value, if any, of the embedded
      conversion option. In order to evaluate whether the convertible instrument
      has
      intrinsic value, to comply with paragraph 7 of EITF 00-27, it was essential
      to
      allocate the proceeds on a relative fair value to various instruments issued
      in
      the transaction.

    Based
      on
      the foregoing, the Company believes that it has appropriately accounted for
      the
      extension of the Related Party Convertible Debenture. However to provide the
      Staff with further analysis the Company determined that if the fair value was
      used the discount would be $75,000 instead of the amount recorded of $30,000
      (based on relative fair values), an increase of $45,000. Accordingly utilizing
      the fair value would increase the discount amortized to expense by $45,000
      for
      the year ended December 31, 2006, which the Company believes is immaterial
      considering the net loss for 2006 was approximately $17 million.

    We
      hope
      we have clarified our position. In the interest of quick resolution of the
      matter, we will like to have a follow up call with you. Accordingly, we will
      contact you in 15 days to set a conference call at a time convenient to
      you.

    The
      Company hereby acknowledges the following:

            ·

              the
                Company is responsible for the adequacy and accuracy of the disclosure
                in
                the filing;

        4

            ·

              Staff
                comments or changes to disclosure in response to Staff comments do
                not
                foreclose the Commission from taking any action with respect to the
                filing; and

            ·

              the
                Company may not assert Staff comments as a defense in any proceeding
                initiated by the Commission or any person with the federal securities
                laws
                of the United States.

            Sincerely,

            /s/ Vasan
              Thatham

              Vasan
              Thatham

              cc:

              Via
                Facsimile

              Fahad
                Syed

              NetFabric
                Holdings, Inc.

              Facsimile:
                (973) 263-4746

        5

CORRESP
1
filename1.htm

    NETFABRIC
      HOLDINGS, INC.

    299
      Cherry Hill Road,

    Parsippany,
      NJ 07054

    Phone
      973-537-0077

    Fax:
      973-263-4746

    November
      8, 2007

    Mr.
      Ethan
      Horowitz,

    Staff
      Accountant

    Office
      of
      Beverages, Apparel and Health Care Services

    Division
      of Corporate Finance

    Securities
      and Exchange Commission

    100
      F
      Street N.E.

    Mail
      Stop
      3561

    Washington,
      D.C. 20549-4561

                    Re:

              NetFabric
                Holdings, Inc.

                Form
                  10-KSB/A

                Filed
                  August 31, 2007

                File
                  No.
                  000-31553

    Dear
      Mr.
      Horowitz:

    On
      behalf
      of NetFabric Holdings, Inc., (“NetFabric” or the “Company”), we acknowledge
      receipt of your letter, dated October 29, 2007 (the “Letter”), regarding the
      above referenced Form 10-KSB/A. We will respond to the comments of the staff
      of
      the Securities and Exchange Commission (the “SEC”) as set forth in Letter,
      however, we will need additional time to comply with the comments. Accordingly,
      we request an extension until November 30, 2007 to comply with the SEC comments.
      If you have any questions pertaining to this request, kindly contact the
      undersigned at 973-537-0077, extension 3365.

    Sincerely,

    /s/ Vasan
      Thatham

    Chief
      Financial Officer

Mail Stop 3561
        October 29, 2007

Fahad Syed
Chief Executive Officer
NetFabric Holdings, Inc.
299 Cherry Hill Road
Parsippany, NJ 07054

Re: NetFabric Holdings, Inc.
 Form 10-KSB/A
For Fiscal Year Ended December 31, 2006
Filed August 31, 2007
 File No. 000-31553

Dear Mr. Syed:

We have reviewed your filing and have the following comments.  Where
indicated, we think you should re vise your document in response to these comments.  If
you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary.  Please be as deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is information, we may raise additional
comments.

 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Form 10-KSB/A For Fiscal Year Ended December 31, 2006

Notes to Consolidated Financial Statements

Note 9 – Debt Financings

2006 Convertible Debentures, F-20

1. We have reviewed your response to our prior comment three, noting that you have recorded the shares of common stock and warrants issued as consideration for the

Fahad Syed
Netfabric Holdings, Inc.
October 29, 2007 Page 2
extension of the 2006 Convertible Debentures at their relative fair value based on the
guidance of EITF 00-27, particularly paragraph 32. The issuance of the shares of common stock and warrants appear to be consideration issued for the extension and do not appear to represent the issuance of a convertible instrument for the repayment
of a nonconvertible instrument as discusse d in Issue 11 and paragraph 32 of EITF 00-
27.  It appears that the shar es of common stock and warran ts issued as consideration
for the modification of the debt should be re corded at their fair value.  Please advise
or revise.

Laurus Convertible Non-Convertible Financings, F-22

2. We have reviewed your response to our pr ior comment five, noting that you applied
the provisions of APB 14 for the options i ssued with the Laurus Revolving Note.
Please note that when equity instruments are issued in conjunction with a revolving
note, APB 14 is not applicable and the full fair value of the equ ity instruments should
be charged to debt issue costs and amortized over the term of the loan.  Please revise.

Stockholder and Officer Conve rtible Debentures, F-27

3. We have reviewed your response to our prior comment six, noting that you have
recorded the shares of common stock issued as consideration for the extension of the
Related Party Convertible Debentures at  their relative fair value based on the
guidance of EITF 00-27, particularly paragraph 32. The issuance of the shares of common stock appear to be consideration i ssued for the extension and do not appear
to represent the issuance of a convertibl e instrument for the repayment of a non-
convertible instrument as discussed in I ssue 11 and paragraph 32 of EITF 00-27.  It
appears that the shares of common stock i ssued as consideration for the modification
of the debt should be recorded at their fair value.   Please advise or revise.

Exchange Act Filings

4. Please amend your other Exchange Act filin gs to reflect the comments above and
from our previous letter.

 As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provid e us with a response.  You may wish to
provide us with marked copies of the amendm ent to expedite our review.  Please furnish
a cover letter with your amendment that keys your responses to our comments and provides any requested information.  Detailed co ver letters greatly faci litate our review.
Please understand that we may have addi tional comments after reviewing your
amendment and responses to our comments.

  We urge all persons who are responsi ble for the accuracy an d adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under

Fahad Syed
Netfabric Holdings, Inc.
October 29, 2007 Page 3
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

 You may contact Ethan Horowitz, Staff Accountant, at 202 551 3311, or Angela Halac, Staff Accountant, at 202 551 3398, if  you have questions regarding comments on
the financial statements and related matters.

Sincerely,

      T i a  J e n k i n s
      Senior Assistant Chief Accountant
    Office of Beverages, Apparel, and
Health Care Services

CORRESP
1
filename1.htm

    NETFABRIC
      HOLDINGS, INC.

    299
      Cherry Hill Road,

    Parsippany,
      NJ 07084

    August
      10, 2007

    Mr.
      Ethan
      Horowitz,

    Staff
      Accountant

    Office
      of
      Emerging Growth Companies

    Division
      of Corporate Finance

    Securities
      and Exchange Commission

    100
      F
      Street N.E.

    Mail
      Stop
      3561

    Washington,
      D.C. 20549-4561

            Re:

              NetFabric
                Holdings, Inc.

    Form
      10-KSB

    Filed
      April 16, 2007

    File
      No. 000-31553

    Dear
      Mr.
      Horowitz:

    On
      behalf
      of NetFabric Holdings, Inc., (“NetFabric” or the “Company”), we acknowledge
      receipt of your letter, dated August 2, 2007 (the “Letter”), regarding the above
      referenced Form 10-KSB. We will respond to the comments of the staff of the
      Securities and Exchange Commission (the “SEC”) as set forth in Letter, however,
      we will need additional time to comply with the comments. Accordingly, we
      request an extension until August 31, 2007 to comply with the SEC comments.
      If
      you have any questions pertaining to this request, kindly contact the
      undersigned at 973-537-0077, extension 3365.

    Sincerely,

    Vasan
      Thatham

    Chief
      Financial Officer

Mail Stop 3561
        August 2, 2007

Fahad Syed
Chief Executive Officer
NetFabric Holdings, Inc.
Three Stewart Court
Denville, NJ 07834

Re: NetFabric Holdings, Inc.
 Form 10-KSB
Filed April 16, 2007
 File No. 000-31553

Dear Mr. Syed:

We have reviewed your filing and have the following comments.  Where
indicated, we think you should re vise your document in response to these comments.  If
you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary.  Please be as deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is information, we may raise additional
comments.

 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Form 10-KSB For Fiscal Year Ended December 31, 2006

Notes to Consolidated Financial Statements

Note 7 – Acquisition, F-18

1. We note your disclosure regarding an indepe ndent valuation of UCA Services, Inc. in
conjunction with the acquisition.  Please revise to name the expert who performed the
independent valuation or revise your disclosures to eliminate all references to the use of experts and/or independent  valuations.  Please note th at, in the event that an
independent valuation expert or other expert is named herein and you file a Form S-8,

Fahad Syed
Netfabric Holdings, Inc.
August 1, 2007 Page 2
a consent of such expert must be filed.

Note 8 – Technology License Acquisition, F-19

2. We note your disclosure rega rding an independent valuat ion of Intrus ion Detection
Technologies, Inc. in conjunction with the acquisition.  Please revise to name the
expert who performed the independent va luation or revise your disclosures to
eliminate all references to the use of expe rts and/or independen t valuations.  Please
note that, in the event that an independent valuation expert or ot her expert is named
herein and you file a Form S-8, a cons ent of such expert must be filed.

Note 9 – Debt Financings

2006 Convertible Debentures, F-21

3. We note that the termination date for the 2006 Convertible Debentures was extended twice during 2006.  As consideration for each of these extensions, you issued the holders shares of your common stock and warrants to purchase shares of your
common stock.  It appears from your disclosure that the
relative fair value  and not the
fair value  of these instruments were amortized over the remaining term of the debt.
Please cite the specific aut horitative literature you uti lized to support your accounting
treatment.

Laurus Convertible Non-Convertible Financings, F-23

4. Please provide a detailed discussion of w hy the debt discount associated with the
Laurus Convertible Debt was record ed at $1,430,500 and not $1,500,000.  It would
appear that the value of the benefici al conversion feature of $1,054,357 would be
capped at the relative fa ir value of the debt of $581,077, not $511,577, considering
the relative fair value of the options was calculated to be $918,923.

5. It appears that the relative fair value of the options was recorded as a debt discount
from the proceeds of the Laurus Revolving Note.  Please note that when equity
instruments are issued to secure borrowi ng capacity (i.e., revolving note, line of
credit) the full fair value of  the equity instruments shoul d be charged to debt issue
costs and amortized over the term  of the loan.  Please revise.

Stockholder and Officer Conve rtible Debentures, F-27

6. We note that the termination date for one of the Related Party Convertible Debentures
was extended to September 15, 2006. As c onsideration for the extension, you issued
the holder 100,000 shares of your common stoc k.  It appears from your disclosure
that the relative fair value  and not the fair value  of the common stock was amortized
over the remaining term of th e debt. Please cite the speci fic authoritative literature

Fahad Syed
Netfabric Holdings, Inc.
August 1, 2007 Page 3
you utilized to support your accounting treatment.

Note 10 – Stockholders’ Equity

Warrants, F-31

7. We note that, in June 2006, you entered in to a consulting agreement with an
unaffiliated entity to which you issued warrants to acquire 312,500 shares of your
common stock.  Please provide a detailed discussion of how the company determined the measurement date for the warrants cons idering the number of warrants issued may
not be fixed as they vest over a specified  term in the consulting agreement.  In
addition, please disclose the valuation m odel utilized and the process for estimating
the fair value of these instruments under th e fair value approach.  Please refer to the
guidance in EITF 96-18 and SFAS No. 123(R).

Exhibit 32.2 Certification Pursuant to 18 U. S.C. Section 1350, as Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002

8. Please amend Exhibit 32.2 to state that the certification signe d by Vasan Thatham,
Chief Financial Officer, is for the annual  report of NetFabric Holdings, Inc. on Form
10-KSB  for the fiscal year-ended December 31, 2006.

Exchange Act Filings

9. Please amend your other Exchange Act filings to reflect comments above.

 As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provid e us with a response.  You may wish to
provide us with marked copies of the amendm ent to expedite our review.  Please furnish
a cover letter with your amendment that keys your responses to our comments and provides any requested information.  Detailed co ver letters greatly faci litate our review.
Please understand that we may have addi tional comments after reviewing your
amendment and responses to our comments.

  We urge all persons who are responsi ble for the accuracy an d adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

 In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:

Fahad Syed
Netfabric Holdings, Inc.
August 1, 2007 Page 4
• the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;

• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

• the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

 You may contact Ethan Horowitz, Staff Accountant, at 202 551 3311 or Angela Halac, Staff Accountant, at 202 551 3398, if  you have questions regarding comments on
the financial statements and related matters.

Sincerely,

      T i a  J e n k i n s
      Senior Assistant Chief Accountant
      Office of Emerging Growth Companies

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0306

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3561         February 1, 2007
 Fahad Syed, CEO NetFabric Holdings, Inc. Three Stewart Court Denville, NJ 07834

Re: NetFabric Holdings, Inc.
 Item 4.01 Form 8-K
Filed January 26, 2007
 File No. 0-31553

Dear Mr. Syed :
 We have reviewed your filing and have the following comments.  Where
indicated, we think you should revise your document in response to these comments.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with more information so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.   Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.   Form 8-K filed January 26, 2007

  The letter from your former accountants filed as Exhibit 16 states the accountants are in agreement with the statements contained in the second, third and fifth paragraphs of your Form 8-K and they have no basis to agree or disagree with the other statements contained therein.  We note that paragraph one discusses the former accountants dismissal and there is no fifth paragraph to your Form.  Please file a letter from your former accountants that states whether they agree or disagree with the statements contained in the first and second paragraphs of your Form dated January 24, 2007.
 As appropriate, please amend your filing and respond to these comments within
five business days or tell us when you will respond.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cover letter

with your amendment that keys your responses to our comments and provides any
requested information.  Detailed cover letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendment and responses to our 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 all information required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed investment decision.  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.     In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:  ‚ the company is responsible for the adequacy and accuracy of the disclosure in the
filing;
‚ staff comments or changes to disclosure in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
‚ the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.

In addition, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in our review
of your filing or in response to our comments on your filing.     If you have any questions, please call Babette Cooper at (202) 551-3396.         S i n c e r e l y ,            Babette Cooper        Staff Accountant