SecProbe.io

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cbdMD, Inc.

2101 Westinghouse Blvd., Suite A

Charlotte, NC 28273

March 2, 2026

Via EDGAR

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D. C. 20549

			Re:

			cbdMD, Inc.

			Registration Statement on Form S-1

			File No. 333-292869

Ladies and Gentlemen:

In accordance with Rule 461 promulgated pursuant to the Securities Act of 1933, cbdMD, Inc. is hereby requesting that the effective date of the above-referenced Registration Statement be accelerated so that the same will become effective at 4:30 p.m. EST on March 4, 2026, or as soon thereafter as is practicable.

If you have any questions regarding this request, please contact either Brian Pearlman or Brian Bernstein, our legal counsel, at (561) 686-3307.

			Very truly yours,

			/s/ T. Ronan Kennedy

			T. Ronan Kennedy

			Chief Executive Officer and Chief Financial Officer

cc:

Brian A. Pearlman, Esq.

Brian S. Bernstein, Esq.

January 30, 2026
T. Ronan Kennedy
Chief Executive Officer
cbdMD, Inc.
2101 Westinghouse Blvd.
Suite A
Charlotte, NC 28273
Re:cbdMD, Inc.
Registration Statement on Form S-1
Filed January 22, 2026
File No. 333-292869
Dear T. Ronan Kennedy:
            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 Jane Park at 202-551-7439 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and Services
cc:Brian Pearlman, Esq.

CORRESP
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cbdMD, Inc.

2101 Westinghouse Blvd., Suite A

Charlotte, NC

28273

March 22, 2024

Via EDGAR

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D. C. 20549

			Re:

			cbdMD, Inc.

			Registration Statement on Form S-1

			File No.           333-277124

Ladies and Gentlemen:

In accordance with Rule 461 promulgated pursuant to the Securities Act of 1933, cbdMD, Inc. is hereby requesting that the effective date of the above-referenced Registration Statement be accelerated so that the same will become effective at 4:30 p.m. on Tuesday, March 26, 2024, or as soon thereafter as is practicable.

If you have any questions regarding this request, please contact either Brian Pearlman or Brian Bernstein, our legal counsel, at (954) 880-9484.

			Very truly yours,

			/s/ T. Ronan Kennedy

			T. Ronan Kennedy

			Interim Chief Executive Officer

cc:

Brian A. Pearlman, Esq.

Brian S. Bernstein, Esq.

United States securities and exchange commission logo
February 26, 2024
T. Ronan Kennedy
Chief Financial Officer
cbdMD, Inc.
8845 Red Oak Blvd.
Charlotte, NC 28217
Re:cbdMD, Inc.
Registration Statement on Form S-1
Filed February 16, 2024
File No. 333-277124
Dear T. Ronan Kennedy:
            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 Benjamin Richie at 202-551-7857 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Brian Pearlman

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cbdMD, Inc.

8845 Red Oak Boulevard

Charlotte, North Carolina 28217

Writer’s Direct Line (919) 641-8759

'CORRESP'

			March 27, 2023

Office of Life Sciences

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street N.E.

Washington, DC 20549

			Attention:
			Benjamin Richie

			Division of Corporation Finance

			Office of Industrial Applications and Services

			Re:

			cbdMD, Inc. (the "Company")

Registration Statement on Form S-1

Filed March 13, 2023

File No. 333-270502

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), the Company hereby requests that the effective date of the above-referenced registration statement (the “Registration Statement”) be accelerated to Wednesday, March 29, 2023, at 5:00 p.m., Eastern time, or as soon thereafter as practicable. In making this acceleration request, the Company acknowledges that it is aware of its responsibilities under the Securities Act.

Once the Registration Statement is effective, please orally confirm the event with our counsel Nason, Yeager, Gerson, Harris & Fumero, P.A. by calling Brian Pearlman, Esq. at (954) 880-9484.

			Thank you.

			Sincerely,

			/s/ T. Ronan Kennedy

			T. Ronan Kennedy

			Interim Chief Executive Officer and

			Chief Financial Officer

			cc:

			Brian Pearlman, Esq., Nason Yeager Gerson Harris & Fumero, P.A.

Brian Bernstein, Esq., Nason Yeager Gerson Harris & Fumero, P.A.

United States securities and exchange commission logo
March 23, 2023
T. Ronan Kennedy
Interim Chief Executive Officer and Chief Financial Officer
cbdMD, Inc.
8845 Red Oak Blvd.
Charlotte, NC 28217
Re:cbdMD, Inc.
Registration Statement on Form S-1
Filed March 13, 2023
File No. 333-270502
Dear T. Ronan Kennedy:
            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 Benjamin Richie at 202-551-7857 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Brian Pearlman

CORRESP
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accelerationrequestshelf4

cbdMD, Inc.

8845 Red Oak Boulevard

Charlotte, North Carolina 28217

Writer’s Direct Line (919) 641-8759

'CORRESP'

April
15, 2022

Office
of Life Sciences

Division
of Corporation Finance

United
States Securities and Exchange Commission

100 F
Street N.E.

Washington,
DC 20549

Attention:

Michael Davis,
Senior Law Clerk

Suzanne Hayes,
Branch Chief

  Re:

cbdMD,
Inc. (the "Company")

Registration
Statement on Form S-3

Filed
April 5, 2021

File
No. 333-264143

Ladies
and Gentlemen:

Pursuant to Rule 461 under the Securities Act of
1933, as amended (the “Securities
Act”), the Company hereby
requests that the effective date of the above-referenced
registration statement (the “Registration
Statement”) be
accelerated to Thursday, April 21, 2022, at 5:00 p.m., Eastern
time, or as soon thereafter as practicable. In making this
acceleration request, the Company acknowledges that it is aware of
its responsibilities under the Securities Act.

Once
the Registration Statement is effective, please orally confirm the
event with our counsel Nason, Yeager, Gerson, Harris & Fumero,
P.A. by calling Brian A. Pearlman, Esq. at (954)
632-4564.

Thank
you.

Sincerely,

/s/
T. Ronan
Kennedy

T.
Ronan Kennedy

Chief
Financial Officer and Chief Operating Officer

cc:

Brian A. Pearlman,
Esq.

United States securities and exchange commission logo
April 14, 2022
T. Ronan Kennedy
Chief Financial Officer
cbdMD, Inc.
8845 Red Oak Boulevard
Charlotte, NC 28217
Re:cbdMD, Inc.
Registration Statement on Form S-3
Filed April 5, 2022
File No. 333-264143
Dear Mr. Kennedy:
            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 Michael Davis at 202-551-4385 or Suzanne Hayes at 202-551-3675 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Brian Pearlman

CORRESP
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Blueprint

Level Brands, Inc.

4521 Sharon Road, Suite 450

Charlotte, NC 28211

Writer’s Direct Line (704) 362-6345

'CORRESP'

            April 5,
2019

Division
of Corporation Finance

United
States Securities and Exchange Commission

100 F
Street N.E.

Washington,
DC 20549

Attention:

Jay E. Ingram,
Legal Branch Chief

Sergio
Chinos, Staff Attorney

Re:

Level
Brands, Inc. (the "Company")

Registration
Statement on Form S-3

Filed
December 13, 2018, as amended

on
April 4, 2019

File
No. 333-228773

Ladies
and Gentlemen:

Pursuant to Rule 461 under the Securities Act of
1933, as amended (the “Securities
Act”), the Company hereby
requests that the effective date of the above-referenced
registration statement (the “Registration
Statement”) be
accelerated to Tuesday, April 9, 2019, at 5:00 p.m., Eastern time,
or as soon thereafter as practicable. In making this acceleration
request, the Company acknowledges that it is aware of its
responsibilities under the Securities Act.

Once
the Registration Statement is effective, please orally confirm the
event with our counsel Pearlman Law Group LLP by calling Brian A.
Pearlman, Esq. at (954) 632-4564.

Thank
you.

Sincerely,

/s/
Mark S.
Elliott

Mark S.
Elliott

Chief
Financial Officer and Chief Operating Officer

cc:

Brian A. Pearlman,
Esq.

February 27, 2019
Mark S. Elliott
Chief Financial Officer and Chief Operating Officer
Level Brands, Inc.
4521 Sharon Road, Suite 450
Charlotte, NC 28211
Re:Level Brands, Inc.
Registration Statement on Form S-3
Filed December 13, 2018
File No. 333-228773
Dear Mr. Elliott:
            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 comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Form S-3 filed December 13, 2018
Form 8-K/A filed February 22, 2019 Exhibit 99.3
1. - Basis of Pro Forma Presentation, page F-6
1.You disclosed in your Item 2.01 Form 8-K dated December 20, 2018 that the merger
transaction will be accounted for as a reverse merger.  Please address how you determined
the appropriateness of this accounting.  In this regard, we note that in the First Tranche
you will issue 6,500,000 shares of common stock to the preferred membership interest
owners of Cure Based Development and in the Second Tranche you will issue 8,750,000
shares of your common stock to CBD Holding, LLC, a member of Cure Based
Development which is controlled by Mr. Scott Coffman, CEO and one of the managers of
Cure Based Development.  In light of the vesting provisions of the Second Tranche and
guidance set forth in ASC 805-10-25-20 through 21 and ASC 805-10-55-24 through 55-

 FirstName LastNameMark S. Elliott
 Comapany NameLevel Brands, Inc.
 February 27, 2019 Page 2
 FirstName LastNameMark S. Elliott
Level Brands, Inc.
February 27, 2019
Page 2
26, please address why the 8,750,000 shares are not accounted for as a separate
transaction and therefore not included in applying the acquisition method of accounting,
including the determination of the purchase price.  Specify whether the vesting terms
include a condition of employment.
2.To the extent reverse merger accounting is appropriate, please expand your disclosures to
clarify this is your basis of accounting and identify the accounting acquirer (Cure Based
Development) and the accounting acquiree (Legal Brands).
3. - Preliminary Purchase Price allocation and Pro Forma Adjustments, page F-7
3.To the extent reverse merger accounting is appropriate, please address the following
comments:
•With reference to ASC 805-40-30-2 and ASC 805-40-55-9 and 10, please revise your
determination of the preliminary purchase price.  Based on this guidance, the
consideration effectively transferred should be equal to the acquisition date fair value
of the legal acquirer (Level Brands).  Please also note that Legal Brand’s payment of
cash to the shareholders of Cure Based Development should be considered a
distribution of capital and, accordingly reflected as a reduction of shareholder’s equity;
and
•Please reflect the assets and liabilities of Legal Brands in accordance with ASC 805-
20-25.  In this regard, we note that goodwill is measured as the excess of the fair value
of the consideration effectively transferred (i.e. the acquisition date fair value of Level
Brands) over the net amount of Level Brands recognized identifiable assets and
liabilities.  Refer to ASC 805-40-55-11 and 12.
Form 10-Q for the Quarter Ended December 31, 2018
Note 2. Acquisitions, page 18
4.With reference to ASC 805-10-25-6 and 7, please tell us how you determined the
acquisition date for your merger with Cure Based Development.  Ensure your response
fully addresses the fact that you have not transferred the equity consideration and that,
based on your disclosures, you cannot issue such shares until after you receive the
approval of your shareholders.
5.If you have appropriately determined the acquisition date, please address the above
comments as they relate to your accounting for the Cure Based Development business
combination and revise your financial statements accordingly.
6.To the extent reverse merger accounting is appropriate, please ensure that your financial
statements for periods subsequent to the acquisition date fully comply with the accounting
and disclosure requirements set forth in ASC 805-40.  Specifically, ensure your
accounting addresses our pro forma comments above regarding your determination of the
preliminary purchase price allocation.  Also, please note the following:

 FirstName LastNameMark S. Elliott
 Comapany NameLevel Brands, Inc.
 February 27, 2019 Page 3
 FirstName LastName
Mark S. Elliott
Level Brands, Inc.
February 27, 2019
Page 3
•Prior to the date of the reverse merger, the historical financial statements presented in
your filing become those of Cure Based Development and should only include their
historical results and operations;
•The historical financial statements of Cure Based Development are required to reflect
the shares issued by Level Brands ``to acquire´´ Cure Based Development as
outstanding for all periods presented in a manner similar to a stock split. This may
require a recalculation of the weighted average shares outstanding for EPS purposes.
Differences in par value should be offset to additional paid-in capital;
•Cure Based Development financial statements are required to reflect the reverse
merger of Level Brands on the acquisition date. On this date, Level Brand’s
outstanding shares should be reflected as being issued by Cure Based Development to
acquire Level Brands; and
•Subsequent to the date of the reverse merger, the historical financial statements are
required to be those of the Cure Based Development and Level Brands on a
consolidated basis.
            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 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 Sergio Chinos, Staff Attorney, at (202) 551-7844 or Jay Ingram, Legal
Branch Chief, at (202) 551-3397 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing and
Construction
cc:       Brian Pearlman

March 22, 2019
Mark S. Elliott
Chief Financial Officer and Chief Operating Officer
Level Brands, Inc.
4521 Sharon Road, Suite 450
Charlotte, NC 28211
Re:Level Brands, Inc.
Preliminary Information Statement on Schedule 14A
Filed February 14, 2019
File No. 001-38299
Dear Mr. Elliott:
            We have completed our review of your filing.  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.
Sincerely,
Division of Corporation Finance
Office of Manufacturing and
Construction
cc:       Brian Pearlman

CORRESP
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Blueprint

1

Division
of Corporation Finance

March
19, 2019

Level Brands, Inc.

4521 Sharon Road, Suite 450

Charlotte, NC 28211

Telephone (704) 362-6345

'CORRESP'

March
19, 2019

Division
of Corporation Finance

United
States Securities and Exchange Commission

100 F
Street N.W.

Washington,
DC 20549

Attention:
Jay Ingram, Legal Branch Chief

Sergio
Chinos, Staff Attorney

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

Registration
Statement on Form S-3

Filed
December 13, 2018

File
No. 333-228773

Ladies
and Gentlemen:

The
Company is in receipt of the staff's letter of comment dated March
13, 2019. Following are the Company's responses to the staff's
comments.

Form S-3 filed December 13, 2018

Form 8-K/A filed February 22, 2019 Exhibit 99.3

1.

Basis of Pro Forma Presentation, page F-6

1.

We note your response to prior comment one
from our letter dated February 27, 2019. Please amend the Form
8-K/A to provide disclosure on the determination of the accounting
treatment for the merger. Ensure your disclosures and pro forma
financial statements address the following
comments.

RESPONSE:
As set forth in our previous correspondence, the Company will file
an Amendment No. 2 to its Form 8-K originally filed on December 20,
2018, as amended by Amendment No. 1 filed on February 22, 2019, to
provide disclosure on the accounting treatment for the merger. We
do not believe that the pro forma financial statements as
previously filed require any revisions in light of the following
comments.

2.

We have the following comments regarding your accounting for the
consideration transferred in the merger:

●

Reconcile the Schedule of Company Members in Exhibit B to the
Merger Agreement with the disclosure in Notes 6 and 10 to Cure
Based Development financial statements for the year ended August
31, 2018. Identify the three investors that contributed $700,000
and indicate whether they received Preferred or Common Membership
Interests. In this regard, we note that as of August 31, 2018, the
$771,053 of Contributed Capital reflected in Cure Based
Development’s balance sheet appears to relate to the $700,000
from the three investors and the $71,053 related to the units
issued to Caryn Dunayer’s employment agreement;

RESPONSE:

We note that a
typographical error appears on Exhibit B to the Merger Agreement in
the line item total for Edge of Business, LLC. It should be
3,684,000 First Tranche Shares which is correctly set forth in the
column and foots to the total. The members identified in Note 6 as
referenced on Exhibit B are Edge of Business, LLC, Board Investor
Group III, LLC and CBD Now LLC. This comprises the original
founders of Cure Based Development who provided the initial
financing of $700,000 for the company. As indicated in Note 6, the
additional $71,053 was accounted for as part of the employment
agreement when Caryn Dunayer was hired. All of the members
representing the $771,053 of contributed capital received preferred
membership interests in Cure Based Development.

2

The two
entities holding the Senior Convertible Promissory Notes issued by
Cure Based Development referenced in Note 10 were converted at the
merger into First Tranche Shares and were not owners of either
preferred or common membership interests in Cure Based
Development.

●

Identify the owners and their respective
ownership percentage of CBD Holding, LLC;

The
members of CBD Holding, LLC are as set forth below:

Edge of Business
LLC1

72.14%

LCP Holdings
LLC2

1.10%

BCEZ
Investments3

5.49%

Shannon
Justice

11.91%

Cameron
Coffman

3.30%

CBD Now,
LLC4

5.22%

W61,
LLC5

0.84%

1 Controlled by Scott
Coffman.

2 Controlled by Paul
Porter.

3 Controlled by Caryn
Dunayer.

4 Controlled by Thomas
E. Wicker.

5 Controlled by Linnie
S. Manos.

It is
important to note that the while certain owners held both preferred
and, through their ownership interests in CBD Holding, Inc, common
membership interests in Cure Based Development, these classes of
equity did not have the exact same membership as well as for
members that are in both classes, they have different percentages
of ownership.

●

Provide us with a comprehensive explanation of the terms the
Preferred and Common Membership Interests of Cure Based
Development. Based on the terms of the member interests, explain
how you determined the number of shares to be issued to the
Preferred and Common Membership Interest holders; and

●

Explain why the Common Membership Interest holders did not receive
First Tranche Shares. Specifically address why these owners are
treated differently than the Preferred Members with regard to the
consideration transferred in the merger. In light of these
differences, please re-assess your conclusion that the Second
Tranche Shares should not be deemed a compensation
arrangement.

RESPONSE:

The terms of the
preferred and common membership interests of Cure Based Development
were identical expect that the holders of the preferred membership
interests had a fixed dollar liquidation and distribution
preference of $1,000,000, and the preferred members had no voting
rights with the exception of items that would impact their standing
or ownership. The determination of the rights and preferences of
each of the preferred members and common members was made by Cure
Based Development. The holders of the preferred membership
interests included certain early stage capital investors who
invested capital in Cure Based Development when it started doing
business. The common members needed to incent the preferred members
based on their position with the liquidation preference, in order
to agree to the merger. Prior to the closing of the merger, the
holders of such preferred membership interests agreed with Cure
Based Development and the members holding common membership
interests that such $1,000,000 liquidation preference would be
satisfied by dividing 6,000,000 of the First Tranche Shares (after
accounting for the conversion of the Senior Convertible Promissory
Notes into 500,000 shares in accordance with the conversion terms
of those notes) on a pro rata basis between the holders of such
preferred membership interests. With respect to the question about
how many of the shares issued by the Company would be allocated
between the preferred and common members, a mutual agreement was
reached between the two groups (the holders of common and
preferred) after negotiated business discussions. During the
negotiations with Cure Based Development surrounding the number of
shares which would be issued as consideration, initially the
Company proposed a structure that a majority of the total shares be
subject to the earnout; however, as a result of tax
considerations for the Cure Based Development members, we
subsequently agreed to a change from 21% to 50% on the front end
(subject to the lockup/leak out and voting agreements) and the
remaining 50%, changed from 79%, to be subject to the
earnout.

3

Additionally,
the former owners in receipt of the Second Tranche Shares only vest
with respect to the “voting rights” of those shares.
The Second Tranche Shares will be issued and outstanding following
receipt of shareholder approval, and will be considered fully paid,
non-assessable shares. Upon issuance of the Second Tranche Shares
the recipient will benefit economically from the shares on the
issuance date but do not have any voting rights until those voting
rights vest over time as further explained below. These shares are
not subject to forfeiture, including in the event the employment of
either Scott Coffman or Caryn Dunayer, members of CBD Holding, LLC
who became employees of the Company post-merger, is terminated
prior to the vesting of the voting rights.

3.

Please expand upon your conclusion that the Earnout Shares are
deemed contingent consideration. In this regard, we note your
belief that these shares represent part of the exchange in the form
of equity interests to the former owners of Cure Based Development
for acquiring the control of Cure Based Development. However, in
light of the following factors, please reassess the need to account
for these shares as a compensation arrangement:

●

We note that the Earnout Shares will be issued to CBD Holding, LLC,
whose owners, R. Scott Coffman and Caryn Dunayer, have also signed
employment agreements with the Company. Please fully explain why
the other former owners of Cure Based Development do not have the
right to participate in the Earnout Shares. Address why the
non-pro-rata allocation of the Earnout Shares does not contradict
your conclusion; and

RESPONSE:
R. Scott Coffman and Caryn Dunayer are two of the seven members of
CBD Holding, LLC, and are the only two CBD Holding, LLC members
that were employees of Cure Based Development pre-merger; they
continue as employees of the Company’s wholly-owned
subsidiary, cbdMD LLC, post-closing. CBD Holding, LLC, which was
the sole common member of Cure Based Development pre-merger, is the
entity that will receive the Earnout Shares. R. Scott Coffman and
Caryn Dunayer (through their ownership interests in CBD Holding,
LLC) along with other former members of CBD Holding, LLC are
participating in the Earnout Shares on a pro-rata basis as
indicated above in question 1.

●

ASC 805-10-55-25e indicates that the relative number of shares
owned by the selling shareholders who remain as key employees may
be an indicator of the substance of the contingent consideration
arrangement. In this regard, we note that after the issuance of the
First and Second Tranche Shares, Mr. Coffman, the controlling
shareholder of Cure Based Development will control the
Company.

RESPONSE:
Upon issuance of the First and Second Tranche Shares, Mr. Coffman
will have voting rights of approximately 14.5% of issued shares,
subject to the voting agreement covering the Second Tranche Shares.
As noted in the excerpt below, voting rights from the Second
Tranche shares affording additional control vest to the former
owners of Cure Based Development over a 12 to 60 month time period.
Until such shares have vested, the Chairman of the Audit Committee
of our Board of Directors has voting control over the unvested
shares and will vote such shares in accordance with the
recommendation of the independent members of our Board. Given the
length of the vesting period, and the potential for further
dilutive equity transactions, including, but not limited to,
capital raises and acquisitions, during the same time period, it is
unknown when (if ever) Mr. Coffman would be the controlling
shareholder of the Company.

Both
the Second Tranche Shares as well as the Earnout Shares are paid to
CBD Holding, LLC for the benefit of the members of CBD Holding,
LLC. As the Company considered the provisions ASC 805-10-55-25e, it
should be noted that the two selling owners of Cure Based
Development who remained as key employees had vastly differing
ownership percentages in Cure Based Development. Pursuant to
Exhibit B of the Merger Agreement, all selling owners of Cure Based
Development did receive the same amount of consideration on a
per-share ownership basis. The Company considered the provisions of
ASC 805-10-55-25e along with the other applicable guidance in ASC
80510-55-25 (as mentioned in the response letter dated February 28,
2019) to determine the overall arrangement was not compensation.
The payouts are not forfeited if the employees terminate and do not
require continued employment to achieve the pre-determined
milestones. Set forth below is a summary of the relative voting
rights:

a.

Relative voting rights –
The Company is issuing shares to the former members of Cure Based
Development as part of the consideration paid to acquire Cure Based
Development. Prior to the transaction the Company has 10,095,356
shares outstanding as defined under ASC 805-10-55-12. Upon
completion of the transaction and after approval by our current
shareholders, the Company expects to issue an additional 15,250,000
shares to the former members of Cure Based Development resulting in
a total of 25,345,356 shares outstanding. The new share issuance to
the former members of Cure Based Development is outlined as
follows:

i.

The Company will
issue 6,500,000 shares to the former members of Cure Based
Development, of which these shares will have no restriction on
voting rights. Issuance of these shares must be approved by a vote
of the Company’s shareholders at the annual proxy meeting
(initially expected in March 2019). The Company believes the
issuance of these shares are very likely to be approved by the
Company’s shareholders.

ii.

The Company will
issue 8,750,000 shares that will vest 2,187,500 each after 12, 24,
42, and 60 months. Issuance of these shares must be approved by a
vote of the Company’s shareholders at the annual proxy
meeting (initially expected in March 2019). The Company believes
the issuance of these share are very likely to be approved by the
Company’s shareholders. Until vested, the shares will have a
voting proxy voted by the Audit Committee Chair and voting as
directed by a majority of the independent board members of the
Company.

4

Form 10-Q for the Quarter ended December 18, 2018

Note 2. Acquisitions, page 18

4.

Notwithstanding the above comments, we have the following comments
on your determination of the purchase consideration herein as well
as in your Pro Forma Financial Statements:

●

Explain how you determined the apparent $2.55 per share price for
the First Tranche Shares;

●

Explain how you determined the apparent $2.15 fair value for the
Second Tranche Shares. Separately address the fair value of the
shares that vest on each anniversary date and how you took into
consideration that these shares have no voting rights until they
vest; and

●

Please quantify the number of shares and the respective fair value
of the Earnout Shares you included in the determination of your
purchase consideration. Your response should address how you
assessed the probability of meeting the revenue targets at each of
the first through fourth earnout dates. Ensure you refer to ASC 820
for guidance.

RESPONSE:

The First Tranche
Shares were priced at the Company’s current share price as of
the valuation date (closing date of the merger), $3.11. To account
for the leak out provisions, which place certain limits on the
marketability of these shares, the First Tranche Shares reflect a
discount for lack of marketability (“DLOM”).
The DLOM adjusts the share price to account for the notion that a
market participant would pay less for a less liquid asset. The
share price was also discounted for the possibility that existing
shareholders would not approve of the new issuance. These discounts
bring the share price for First Tranche Shares from $3.11 to
$2.55.

The
Second Tranche Shares were also priced at the valuation date share
price, $3.11. To account for the vesting schedule, DLOMs are
applied to the valuation date share price. The DLOMs adjust the
share price to account for the notion that a market participant
would pay less for a share that will not vest for some time. To
account for the lack of voting rights due to the voting proxy
agreement, the Second Tranche Shares reflect an additional discount
for lack of voting rights. The share price was also discounted for
the possibility that existing shareholders would not approve of the
new issuance. These discounts bring the share price for Second
Tranche Shares from $3.11 to $2.15.

As no
Level 1 observable price was available, we used Level 3 inputs to
derive the contingent consideration fair value the Earnout Shares.
Consistent with ASC 820-10-35-24, we considered the cost, market
and income approaches, ultimately selecting the income approach
with market participant inputs. Given the path dependent nature of
the earnout, we used the Monte Carlo simulation method to derive
future value and discounted the results back to present value. The
number of Earnout Shares and th

March 13, 2019
Mark S. Elliott
Chief Financial Officer and Chief Operating Officer
Level Brands, Inc.
4521 Sharon Road, Suite 450
Charlotte, NC 28211
Re:Level Brands, Inc.
Registration Statement on Form S-3
Filed December 13, 2018
File No. 333-228773
Dear Mr. Elliott:
            We have reviewed your February 28, 2019 response to our comment letter and have the
following comments.  In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our February 27, 2019 letter.
Form S-3 filed December 13, 2018
Form 8-K/A filed February 22, 2019 Exhibit 99.3
1. Basis of Pro Forma Presentation, page F-6
1.We note your response to prior comment one from our letter dated February 27, 2019.
Please amend the Form 8-K/A to provide disclosure on the determination of the
accounting treatment for the merger. Ensure your disclosures and pro forma financial
statements address the following comments.
2.We have the following comments regarding your accounting for the consideration
transferred in the merger:
•Reconcile the Schedule of Company Members in Exhibit B to the Merger Agreement

 FirstName LastNameMark S. Elliott
 Comapany NameLevel Brands, Inc.
 March 13, 2019 Page 2
 FirstName LastNameMark S. Elliott
Level Brands, Inc.
March 13, 2019
Page 2
with the disclosure in Notes 6 and 10 to Cure Based Development financial statements
for the year ended August 31, 2018.  Identify the three investors that contributed
$700,000 and indicate whether they received Preferred or Common Membership
Interests.  In this regard, we note that as of August 31, 2018, the $771,053 of
Contributed Capital reflected in Cure Based Development’s balance sheet appears to
relate to the $700,000 from the three investors and the $71,053 related to the units
issued to Caryn Dunayer’s employment agreement;
•Identify the owners and their respective ownership percentage of CBD Holding, LLC;
•Provide us with a comprehensive explanation of the terms the Preferred and Common
Membership Interests of Cure Based Development.  Based on the terms of the member
interests, explain how you determined the number of shares to be issued to the
Preferred and Common Membership Interest holders; and
•Explain why the Common Membership Interest holders did not receive First Tranche
Shares.  Specifically address why these owners are treated differently than the
Preferred Members with regard to the consideration transferred in the merger.  In light
of these differences, please re-assess your conclusion that the Second Tranche Shares
should not be deemed a compensation arrangement.
3.Please expand upon your conclusion that the Earnout Shares are deemed contingent
consideration.  In this regard, we note your belief that these shares represent part of the
exchange in the form of equity interests to the former owners of Cure Based Development
for acquiring the control of Cure Based Development.  However, in light of the following
factors, please reassess the need to account for these shares as a compensation
arrangement:
•We note that the Earnout Shares will be issued to CBD Holding, LLC, whose owners,
R. Scott Coffman and Caryn Dunayer, have also signed employment agreements with
the Company.   Please fully explain why the other former owners of Cure Based
Development do not have the right to participate in the Earnout Shares.  Address why
the non-pro-rata allocation of the Earnout Shares does not contradict your conclusion;
and
•ASC 805-10-55-25e indicates that the relative number of shares owned by the selling
shareholders who remain as key employees may be an indicator of the substance of the
contingent consideration arrangement.  In this regard, we note that after the issuance of
the First and Second Tranche Shares, Mr. Coffman, the controlling shareholder of
Cure Based Development will control the Company.
Form 10-Q for the Quarter ended December 18, 2018
Note 2. Acquisitions, page 18
4.Notwithstanding the above comments, we have the following comments on your
determination of the purchase consideration herein as well as in your Pro Forma Financial
Statements:
•Explain how you determined the apparent $2.55 per share price for the First Tranche

 FirstName LastNameMark S. Elliott
 Comapany NameLevel Brands, Inc.
 March 13, 2019 Page 3
 FirstName LastName
Mark S. Elliott
Level Brands, Inc.
March 13, 2019
Page 3
Shares;
•Explain how you determined the apparent $2.15 fair value for the Second Tranche
Shares.  Separately address the fair value of the shares that vest on each anniversary
date and how you took into consideration that these shares have no voting rights until
they vest; and
•Please quantify the number of shares and the respective fair value of the Earnout
Shares you included in the determination of your purchase consideration. Your
response should address how you assessed the probability of meeting the revenue
targets at each of the first through fourth earnout dates.
Ensure you refer to ASC 820 for guidance.
            Please contact Sergio Chinos, Staff Attorney, at (202) 551-7844 or Jay Ingram, Legal
Branch Chief, at (202) 551-3397 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing and
Construction
cc:       Brian Pearlman

February 28, 2019
Mark S. Elliott
Chief Financial Officer and Chief Operating Officer
Level Brands, Inc.
4521 Sharon Road, Suite 450
Charlotte, NC 28211
Re:Level Brands, Inc.
Preliminary Information Statement on Schedule 14A
Filed February 14, 2019
File No. 001-38299
Dear Mr. Elliott:
            We have reviewed your filing 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A filed February 14, 2019
General
1.We note that you are seeking shareholder approval for the issuance of stock that will serve
as consideration under the Merger Agreement with Cure Based Development,
LLC.  Please provide the disclosure required by Item 13 of Schedule 14A.  Refer to Note
A of Schedule 14A.
            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.

 FirstName LastNameMark S. Elliott
 Comapany NameLevel Brands, Inc.
 February 28, 2019 Page 2
 FirstName LastName
Mark S. Elliott
Level Brands, Inc.
February 28, 2019
Page 2

            Please contact Sergio Chinos, Staff Attorney, at (202) 551-7844 or Jay Ingram, Legal
Branch Chief, at (202) 551-3397 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing and
Construction
cc:       Brian Pearlman

CORRESP
1
filename1.htm

Blueprint

Division
of Corporation Finance

United
States Securities and Exchange Commission

February
28, 2019

Level Brands, Inc.

4521 Sharon Road, Suite 450

Charlotte, NC 28211

Telephone (704) 362-6345

'CORRESP'

February
28, 2019

Division
of Corporation Finance

United
States Securities and Exchange Commission

100 F
Street N.W.

Washington,
DC 20549

Attention:
Jay Ingram, Legal Branch Chief

Sergio
Chinos, Staff Attorney

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

Registration
Statement on Form S-3

Filed
December 13, 2018

File
No. 333-228773

Ladies
and Gentlemen:

The
Company is in receipt of the staff's letter of comment dated
February 27, 2019. Following are the Company's responses to the
staff's comments.

Form S-3 filed December 13, 2018

Form 8-K/A filed February 22, 2019 Exhibit 99.3

1. – Basis of Pro Forma Presentation, page F-6

1.

You disclosed in your Item 2.01 Form 8-K dated December 20, 2018
that the merger transaction will be accounted for as a reverse
merger. Please address how you determined the appropriateness of
this accounting. In this regard, we note that in the First Tranche
you will issue 6,500,000 shares of common stock to the preferred
membership interest owners of Cure Based Development and in the
Second Tranche you will issue 8,750,000 shares of your common stock
to CBD Holding, LLC, a member of Cure Based Development which is
controlled by Mr. Scott Coffman, CEO and one of the managers of
Cure Based Development. In light of the vesting provisions of the
Second Tranche and guidance set forth in ASC 805-10-25-20 through
21 and ASC 805-10-55-24 through 55-26, please address why the
8,750,000 shares are not accounted for as a separate transaction
and therefore not included in applying the acquisition method of
accounting, including the determination of the purchase price.
Specify whether the vesting terms include a condition of
employment.

Division
of Corporation Finance

United
States Securities and Exchange Commission

February
28, 2019

Page
2 of
13

Response: While
the Company initially believed that the merger transaction would be
accounted for as a reverse merger, the Company subsequently
determined that the Company was the acquirer based upon the
following analysis below. Accordingly, the Company’s Form
8-K/A as filed on February 22, 2019 contains financial information
based upon the application of acquisition accounting, and the
footnote confirms the Company’s ultimate determination of the
proper accounting treatment for the transaction. The Company,
however, acknowledges that the Form 8-K/A as filed does not include
disclosure regarding how the Company ultimately determined that it
was the acquirer. If the staff believes it would be helpful to
investors, the Company will amend the 8-K/A to provide disclosure
on the determination of the accounting treatment that the Company
is the acquirer in the merger.

Abstract of the Merger Agreement dated December 3,
2018:

●

Recitals: The board of
directors of the Company and the members of Cure Based Development
have determined being in the best interest of each entity that: (i)
the Company would acquire Cure Based Development through a
statutory merger with and into the Company, pursuant to which Cure
Based Development would become a wholly owned subsidiary of the
Company.

●

Section 2.02 (a) Closing: The
closing of the merger shall take place at the offices of the
Company no later than the second business day following the
satisfaction of the closing conditions set forth in Article VII of
the Merger Agreement.

●

Article VII: The conditions in
Article VII includes (among others), the passage of the Farm Bill
by both the U.S. House of Representatives and the U.S. Senate and
shall have been signed and approved by the President of the
U.S.

●

Section 2.06 Merger Consideration:

o

The Company will
issue 6,500,000 shares to the former members of Cure Based
Development (“First Tranche
Shares”);

o

The Company will
issue 8,750,000 shares that will vest 2,175,000 each after 12, 24,
42, and 60 months. Until vested, the shares will have a voting
proxy voted by the Audit Committee Chair and voting as directed by
a majority of the independent board members of the Company
(“Second Tranche
Shares”). The structure of the Second Tranche was made
as a business decision by the Company’s management and was a
deliberate decision not to turn control over to the sellers on day
one, so that existing Company shareholders could retain control in
the “near-term”; and

o

In addition to the
above, the seller will have the opportunity to earn shares based on
performance as an earn-out as follows: 3,812,500 shares issued each
for aggregate revenue of $20 million, $60 million, $140 million,
and $300 million. The aggregate revenue totals will be measured on
the 12, 24, 42, and 59 month, starting from the first calendar day
after the close of the transaction (“Earnout
Shares”).

●

Article X Shareholder approval:
While no shareholder approval under North Carolina law was required
for issuance of the First Tranche Shares, Second Tranche Shares and
Earnout Shares, if earned, the Company’s common stock is
listed on the NYSE American and it is subject to its rules
regarding shareholder approval for the possible issuance of in
excess of 20% of the currently outstanding shares of its common
stock. The Company will seek shareholder approval for the issuance
of all shares under the terms of the Merger Agreement, including
the First Tranche Shares, Second Tranche Shares and the Earnout
Shares (if earned) (the “Stock Issuance
Proposal”).

Other points of note:

●

The Company’s
2019 Annual Meeting is currently scheduled for March 29, 2019. As
set forth in the preliminary proxy statement on Schedule 14A as
filed on February 14, 2019, proposal 3 thereof is seeking
shareholder approval for the Stock Issuance Proposal.

●

On December 20,
2018, the closing date of the transaction, the transaction was
deemed consummated and there are no circumstances where the former
Cure Based Development owners can cancel or rescind the transaction
either before the 2019 Annual Meeting or if the Stock Issuance
Proposal is not approved at the 2019 Annual Meeting. Please see the
additional discussion in our response to comment 4
below.

●

In the event the
Stock Issuance Proposal is not approved at the 2019 Annual Meeting,
pursuant to Article X of the Merger Agreement, the Company is
obligated to cause an unlimited number of additional shareholder
meetings to be held every six months thereafter until the
shareholder approval is obtained.

Division
of Corporation Finance

United
States Securities and Exchange Commission

February
28, 2019

Page
3 of
13

Application of ASC 805 – Business Combinations

The
Company notes that Accounting Standards Codification
(“ASC”)
805 Business Combinations
requires that a business combination be accounted for by applying
the acquisition method. Specifically, ASC 805-10-05-4 states that
the acquisition method requires all of the following
steps:

a.

Identifying the
acquirer;

b.

Determining the
acquisition date;

c.

Recognizing and
measuring the identifiable assets acquired, the liabilities
assumed, and any noncontrolling interest in the acquiree;
and

d.

Recognizing and
measuring goodwill or a gain from a bargain purchase

Additionally, due
to the pending issuance of the Company’s stock to the former
members of Cure Based Development in exchange for 100% of the
equity interest in Cure Based Development, the Company also
considered the provisions of ASC 805-10-55-12 (Reverse Acquisition)
during the process of identifying the acquirer.

a.

Identifying the acquirer:

The
Company noted that ASC 805-10-25-4 states that for each business
combination, one of the combining entities shall be identified as
the acquirer. The implementation guidance in ASC 805-10-55-10
further states that the guidance in the General Subsections of
Subtopic 810-10 related to determining the existence of a
controlling financial interest shall be used to identify the
acquirer in a business combination, except when a variable interest
entity (VIE) is acquired. If a business combination has occurred
but applying that guidance does not clearly indicate which of the
combining entities is the acquirer, paragraph 805-10-25-5 requires
the factors in paragraphs 805-10-55-11 through 55-15 to be
considered in making the determination.

Variable Interest Entity discussion:

Prior
to and leading up to the acquisition date, after the definitive
documents were executed leaving only the passage of the Farm Bill
as a requirement for completion of the acquisition, the Company
provided financing to Cure Based Development in the form of a
promissory note that amounted to approximately $2 million. Although
the promissory note (receivable to the Company), may be deemed a
variable interest, the Company determined that Cure Based
Development was not a variable interest entity due to the
following:

●

Cure Based
Development did not lack sufficient equity to finance its
activities. Although the promissory note was provided by the
Company, Cure Based Development had not drawn down fully on the
promissory note prior to the acquisition date and was primarily
financing its activities through its own operations;

●

The equity holders
of Cure Based Development as a group (both preferred unit holders
and common unit holders) had the characteristics of a controlling
financial interest; and

●

There is
substantive voting rights among the members of Cure Based
Development through their membership interest.

Division
of Corporation Finance

United
States Securities and Exchange Commission

February
28, 2019

Page
4 of
13

As Cure
Based Development was deemed not to be a VIE and the transaction
was effected by an exchange of equity interest in the form of
merger consideration paid to the former owners of Cure Based
Development, the Company further evaluated the guidance in ASC
805-10-55-12 through 805-10-55-15 in order to confirm that the
Company was the acquirer and Cure Based Development was the
acquiree.

The
Company noted that ASC 805-10-55-12 through 805-10-55-15 state the
following:

55-12

In a business
combination effected primarily by exchanging equity interests, the
acquirer usually is the entity that issues its equity interests.
However, in some business combinations, commonly called reverse
acquisitions, the issuing entity is the acquiree.
Subtopic 805-40: provides guidance on accounting for
reverse acquisitions. Other pertinent facts and circumstances also
shall be considered in identifying the acquirer in a business
combination effected by exchanging equity interests, including the
following:

a.

The relative voting
rights in the combined entity after the business combination. The
acquirer usually is the combining entity whose owners as a group
retain or receive the largest portion of the voting rights in the
combined entity. In determining which group of owners retains or
receives the largest portion of the voting rights, an entity shall
consider the existence of any unusual or special voting
arrangements and options, warrants, or convertible
securities.

b.

The existence of a
large minority voting interest in the combined entity if no other
owner or organized group of owners has a significant voting
interest. The acquirer usually is the combining entity whose single
owner or organized group of owners holds the largest minority
voting interest in the combined entity.

c.

The composition of
the governing body of the combined entity. The acquirer usually is
the combining entity whose owners have the ability to elect or
appoint or to remove a majority of the members of the governing
body of the combined entity.

d.

The composition of
the senior management of the combined entity. The acquirer usually
is the combining entity whose former management dominates the
management of the combined entity.

e.

The terms of the
exchange of equity interests. The acquirer usually is the combining
entity that pays a premium over the pre-combination fair
value of the equity interests of the other combining entity or
entities.

55-13

The acquirer
usually is the combining entity whose relative size (measured in,
for example, assets, revenues, or earnings) is significantly larger
than that of the other combining entity or entities.

55-14

In a business
combination involving more than two entities, determining the
acquirer shall include a consideration of, among other things,
which of the combining entities initiated the combination, as well
as the relative size of the combining entities, as discussed in the
preceding paragraph.

55-15

A new entity formed to effect a
business combination is not necessarily the acquirer. If a new
entity is formed to issue equity interests to effect a business
combination, one of the combining entities that existed before the
business combination shall be identified as the acquirer by
applying the guidance in paragraphs 805-10-55-10 through 55-14: In
contrast, a new entity that transfers cash or other assets or
incurs liabilities as consideration may be the
acquirer.

The
Company determined that the key fact pattern assessed for this
transaction based on the guidance above was as
follows:

Division
of Corporation Finance

United
States Securities and Exchange Commission

February
28, 2019

Page
5 of
13

ASC 805-10-55-12

i.

Relative voting rights –
The Company is issuing shares to the former members of Cure Based
Development as part of the consideration paid to acquire Cure Based
Development. Prior to the transaction the Company had 10,095,356
shares outstanding as defined under ASC 805-10-55-12. Upon
completion of the transaction and after shareholder approval the
Company will issue an additional 15,250,000 shares (representing
the First Tranche Shares and the Second Tranche Shares) to the
former members of Cure Based Development resulting in a total of
25,345,356 shares outstanding. Until vested, the Second Tranche
Shares will be subject to a voting proxy voted by the Audit
Committee Chair and voting as directed by a majority of the
independent board members of the Company.

ii.

In addition to the
issuance of the shares above, the seller will have the opportunity
to receive the Earnout Shares based on performance as an earn-out
as set forth above.

Additionally, the
Company noted that Ernst & Young (“EY”)
has additional relevant guidance published as it relates to the
question of “Relative Voting Rights” under ASC
805-10-55-12(a). The EY Financial
Reporting Development-Business Combinations dated February
2018 states the following:

We believe that instruments that are not vested or exercisable or
convertible until after the consummation date generally should not
be considered outstanding shares for the purposes of the voting
rights assessment unless it is apparent that a sufficient number of
instruments will be vested or exercisable in the near-term, and it
can be reasonably concluded that those instruments would be
exercised or converted.

Subsequent to the
closing of the transaction and upon the issuance of the First
Tranche and Second Tranche Shares, the Company’s current
shareholders will control approximately 40% of the voting shares,
the former Cure Based Development members will control
approximately 26% of the voting shares (through the First Tranche
Shares) and the Company, through the proxy granted to the Audit
Committee Chair over the Second Tranche Shares until vested, will
control approximately 34% of the voting shares. As set forth above,
the Second Tranche Shares will be voted based on the recommendation
of the majority of the independent board members. However, at the
date of closing the Company’s shareholders owned 100% of the
shares (voting rights) outstanding since the First Tranche Shares
and Second Tranche Shares were not outstanding as of the date of
the acquisition.

Based
on the EY guidance referenced above

CORRESP
1
filename1.htm

Blueprint

Level Brands, Inc.

4521 Sharon Road, Suite 450

Charlotte, NC 28211

Telephone (704) 362-6345

'CORRESP'

February 5,
2019

Division
of Corporation Finance

United
States Securities and Exchange Commission

100 F
Street N.E.

Washington,
DC 20549

Attention:

Jay E. Ingram,
Legal Branch Chief

Sergio
Chinos, Staff Attorney

Re:

Level
Brands, Inc. (the "Company")

Registration
Statement on Form S-3

Filed
December 13, 2018

File
No. 333-228773

Ladies
and Gentlemen:

The
Company is in receipt of the staff’s letter of comment dated
February 4, 2019 on the above-captioned registration statement.
Below is the Company’s response to the staff’s
comment.

Form S-3 filed December 13, 2018

General

1.

You filed a Form 8-K on December 20, 2018 indicating that you
intend to file by amendment the required interim financial
statements and pro forma financial information of Cure Base
Development for the periods required pursuant to Rule 8-04(b) and
Rule 8-05 of Regulation S-X. We remind you that you are required to
include or incorporate by reference this information before your
registration statement is declared effective.

RESPONSE:
The Company confirms that it will file by amendment the required
interim financial statements and pro forma financial information of
Cure Base Development for the periods required pursuant to Rule
8-04(b) and Rule 8-05 of Regulation S-X.

We
trust the foregoing sufficient responds to the staff’s
comment. In accordance with the conversation between Mr. Chinos and
Brian A. Pearlman, Esq., counsel to the Company, earlier today,
following the filing of the Current Report on Form 8-K/A containing
the aforedescribed financial information we will submit a request
for acceleration of the above captioned registration statement in
accordance with Rules 460 and 461.

Sincerely,

/s/ Mark S. Elliott

Mark S.
Elliott

Chief Financial
Officer and Chief Operating Officer

cc:

Brian A. Pearlman,
Esq.

February 4, 2019
Mark S. Elliott
Chief Financial Officer and Chief Operating Officer
Level Brands, Inc.
4521 Sharon Road, Suite 450
Charlotte, NC 28211
Re:Level Brands, Inc.
Registration Statement on Form S-3
Filed December 13, 2018
File No. 333-228773
Dear Mr. Elliott:
            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 comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Form S-3 filed December 13, 2018
General
1.You filed a Form 8-K on December 20, 2018 indicating that you intend to file by
amendment the required interim financial statements and pro forma financial information
of Cure Based Development for the periods required pursuant to Rule 8-04(b) and Rule 8-
05 of Regulation S-X.  We remind you that you are required to include or incorporate by
reference this information before your registration statement is declared effective.
            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.

 FirstName LastNameMark S. Elliott
 Comapany NameLevel Brands, Inc.
 February 4, 2019 Page 2
 FirstName LastName
Mark S. Elliott
Level Brands, Inc.
February 4, 2019
Page 2
            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 Sergio Chinos, Staff Attorney, at (202) 551-7844 or Jay Ingram, Legal
Branch Chief, at (202) 551-3397 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing and
Construction
cc:       Brian Pearlman

CORRESP
1
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Blueprint

Level Brands, Inc.

4521 Sharon Road, Suite 407

Charlotte, NC 28211

Telephone (704) 362-6345

'CORRESP'

September
25, 2018

Division
of Corporation Finance

United
States Securities and Exchange Commission

100 F
Street N.E.

Washington,
DC 20549

Attention:

Jay E. Ingram,
Legal Branch Chief

Edward
M. Kelly, Special Counsel

Re:

Level
Brands, Inc. (the "Company")

Draft
Registration Statement on Form S-1

Submitted
September 11, 2018

CIK
0001644903

Ladies
and Gentlemen:

This letter is confidentially submitted on behalf
of the Company in response to comments of the staff of the Division
of Corporation Finance of the Securities and Exchange Commission
with respect to the Company’s confidential submission of its
Draft Registration Statement on Form S-1 submitted on September 11,
2018, as set forth in the staff’s letter dated September 24,
2018. The Company is concurrently publicly filing its Registration
Statement on Form S-1 (the “Registration
Statement”), which
includes changes to reflect responses to the staff’s
comments. For reference purposes, the staff’s numbered
comment has been reproduced in italics herein with the response
immediately following such comment.

Draft Registration Statement submitted September 11,
2018

General

1.

Because you are ineligible to conduct an at the market offering
under Rule 415(a)(4) of Regulation C, your offering must be
conducted at a fixed price for the duration of the offering. Please
confirm your understanding. In addition, please amend the
registration statement to include all non-430A information before
requesting effectiveness of the registration
statement.

The
Company hereby confirms its understanding that the offering
described in the Registration Statement must be conducted at a
fixed price for the duration of the offering. In accordance with
the conversation of the Company’s counsel with the staff, the
Registration Statement as filed includes an assumed offering price
and all non-430A information based upon such assumed offering
price.

We
trust the foregoing sufficient responds to the staff’s
comments. Brian A. Pearlman, Esq., counsel for the Company, will
contact the staff regarding the timing of an acceleration
request.

Sincerely,

/s/
Mark S.
Elliott

Mark S.
Elliott

Chief
Financial Officer and Chief Operating Officer

cc:

Brian A. Pearlman,
Esq.

Gracin
& Marlow, LLP

CORRESP
1
filename1.htm

Blueprint

ThinkEquity,

A Division of Fordham Financial Management, Inc

17
State Street, 22nd Floor

New
York, New York 10004

September
26, 2018

VIA EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

100 F
Street, N.E.

Washington,
D.C. 20549

Attention:

Jay E.
Ingram, Legal Branch Chief

Edward
M. Kelly, Special Counsel

Re:

Level Brands, Inc. (the “Company”)

Registration Statement on Form S-1 (the “Registration
Statement”)

File No. 333-227529

Ladies
and Gentlemen:

Pursuant to Rule
461 of the General Rules and Regulations of the United States
Securities and Exchange Commission under the Securities Act of
1933, as amended (the “Securities Act”), ThinkEquity, a
division of Fordham Financial Management, Inc., as representative
of the underwriters of the offering, hereby joins the request of
the Company that the effective date of the above-referenced
Registration Statement on Form S-1 be accelerated so as to permit
it to become effective on Thursday,
September 27, 2018, at 5:00 p.m. (Eastern Time), or as soon
thereafter as practicable.

Pursuant to Rule
460 of the General Rules and Regulations of the Securities Act,
please be advised that there will be distributed to each
underwriter or dealer, who is reasonably anticipated to be invited
to participate in the distribution of the securities, as many
copies, as well as “E-red” copies of the preliminary
prospectus, as appears to be reasonable to secure adequate
distribution of the preliminary prospectus.

The
undersigned confirms that it has complied with and will continue to
comply with, and it has been informed or will be informed by
participating dealers that they have complied with or will comply
with, Rule 15c2-8 promulgated under the Securities Exchange Act of
1934, as amended, in connection with the above-referenced
issue.

Very
truly yours,

ThinkEquity,

a
division of Fordham Financial Management, Inc.

By:

/s/
Eric Lord

Name:

Eric
Lord

Title:

Head of
Investment Banking

CORRESP
1
filename1.htm

Blueprint

Level Brands, Inc.

4521 Sharon Road, Suite 407

Charlotte, NC 28211

Telephone (704) 362-6345

'CORRESP'

September 26,
2018

Division
of Corporation Finance

United
States Securities and Exchange Commission

100 F
Street N.E.

Washington,
DC 20549

Attention:

Jay E. Ingram,
Legal Branch Chief

Edward M. Kelly,
Special Counsel

Re:

Level
Brands, Inc. (the "Company")

Registration
Statement on Form S-1

File No. 333-227529

Ladies
and Gentlemen:

Pursuant to Rule 461 under the Securities Act of
1933, as amended (the “Securities
Act”), the Company hereby
requests that the effective date of the above-referenced
registration statement (the “Registration
Statement”) be
accelerated to Thursday, September 27, 2018, at 5:00 p.m., Eastern
time, or as soon thereafter as practicable, unless we or our
counsel, Pearlman Law Group LLP, request by telephone that such
Registration Statement be declared effective at some other time. In
making this acceleration request, the Company acknowledges that it
is aware of its responsibilities under the Securities
Act.

Once
the Registration Statement is effective, please orally confirm the
event with our counsel Pearlman Law Group LLP by calling Brian A.
Pearlman, Esq. at (954) 632-4564, his Legal Assistant Ella Chesnutt
at (410) 884-3682, or Charles B. Pearlman, Esq. at (954)
980-5949.

The
Company authorizes Brian Pearlman, Esq. of Pearlman Law Group LLP
to orally modify or withdraw this request for
acceleration.

If
you have any questions regarding this request, please contact our
counsel, Pearlman Law Group LLP.

Thank
you.

Sincerely,

By:

/s/  Mark S.
Elliott

Mark S.
Elliott

Chief Financial
Officer and Chief Operating Officer

cc:

Brian A. Pearlman,
Esq

Gracin &
Marlow, LLP

September 24, 2018
Mark S. Elliott
Chief Financial Officer/Chief Operating Officer
Level Brands, Inc.
4521 Sharon Road, Suite 450
Charlotte, NC 28211
Re:Level Brands, Inc.
Draft Registration Statement
Submitted September 11, 2018
CIK 0001644903
Dear Mr. Elliott:
            We have limited our review of your registration statement to those issues that we have
addressed in our comments.  In some of our comments we may ask you to provide us
information so that 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 that our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Draft Registration Statement submitted September 11, 2018
General
1.Because you are ineligible to conduct an at the market offering under Rule 415(a)(4) of
Regulation C, your offering must be conducted at a fixed price for the duration of the
offering.  Please confirm your understanding.  In addition, please amend the registration
statement to include all non-430A information before requesting effectiveness of the
registration statement.
            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.

 FirstName LastNameMark S. Elliott
 Comapany NameLevel Brands, Inc.
 September 24, 2018 Page 2
 FirstName LastName
Mark S. Elliott
Level Brands, Inc.
September 24, 2018
Page 2
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment before the requested effective date of the registration
statement.
            You may contact Edward M. Kelly, Senior Counsel, at (202) 551-3728 or Jay E. Ingram,
Legal Branch Chief, at (202) 551-3397 with questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing and
Construction

CORRESP
1
filename1.htm

Blueprint

Level Brands, Inc.

4521 Sharon Road, Suite 407

Charlotte, NC 28211

Telephone (704) 362-6345

Mail
stop 4631

'CORRESP'

October
26, 2017

Division
of Corporation Finance

United
States Securities and Exchange Commission

100 F
Street N.E.

Washington,
DC 20549

Attention:

Pamela A. Long,
Assistant Director

Edward
M. Kelly, Special Counsel

Melinda
J. Hooker, Staff Accountant

Anne M.
McConnell, Staff Accountant

Re:

Level
Brands, Inc. (the "Company")

Offering
Statement on Form 1-A

Amendment
No. 2

Filed
October 23, 2017

File
No. 24-10742

Ladies
and Gentlemen:

In
furtherance to the staff's oral comment on October 19, 2017 issued
pursuant to an email from Mr. Kelly on that date, on October 23,
2017, the Company filed Amendment No. 2 to the Form 1-A, which such
amendment contained additional language on the cover part of the
offering circular contained in Part II in response to such oral
comment.

The
Company has been advised that the Financial Industry Regulatory
Authority (“FINRA”) has informed the staff that it has
no objections to the compensation arrangements for this offering,
which is based on information and documents submitted to FINRA to
date. Accordingly, and in accordance with the staff's advice in its
letter dated October 2, 2017, the Company respectfully requests
that the aforementioned Offering Statement be qualified as soon as
possible.

Thank
you.

Sincerely,

/s/
Mark S. Elliott

Mark S.
Elliott

Chief Financial
Officer

cc:

Brian A. Pearlman,
Esq.

Leslie
Marlow, Esq.

CORRESP
1
filename1.htm

Blueprint

Level Brands, Inc.

4521 Sharon Road, Suite 407

Charlotte, NC 28211

Telephone (704) 362-6345

Mail
stop 4631

'CORRESP'

October
12, 2017

Division
of Corporation Finance

United
States Securities and Exchange Commission

100 F
Street N.W.

Washington,
DC 20549

Attention:

Pamela A. Long,
Assistant Director

Edward
M. Kelly, Special Counsel

Melinda
J. Hooker, Staff Accountant

Anne M.
McConnell, Staff Accountant

Re:

Level
Brands, Inc. (the "Company")

Offering
Statement on Form 1-A

Filed
September 18, 2017

File
No. 24-10742

Ladies
and Gentlemen:

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

General

1.

Disclosure indicates that you are offering up to $10,000,000 of
your common stock, with an additional share option of $5,000,000.
Given that the offering is on a best efforts basis with the selling
agents not required to sell any specific number or dollar amount of
your common stock, it is unclear why you are not simply offering up
to $15,000,000 of your common stock without an additional share
option amount. Please revise or advise.

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

2.

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

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

Division
of Corporation Finance

United
States Securities and Exchange Commission

October
12, 2017

Page
2 of
3

Summary Historical Financial Data, page 10

3.

Given that this is now a best efforts
offering, with no minimum, it appears to us you should remove any
pro forma disclosures that reflect the receipt of proceeds from the
offering. This comment is also applicable to your capitalization
table on page 25.

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

Encore Endeavor 1 (EE1), page 48

4.

Disclosure in the first bullet point on page 49 indicates that EE1
had an oral agreement with Sandbox LLC for the travel and concierge
related services that it arranged in February 2017. If the company
is party to an oral contract that would be required to be filed as
an exhibit under Item 601(b)(10) of Regulation S-K if it were
written, the company should provide a written description of the
contract similar to that required for oral contracts or
arrangements under Item 601(b)(10) of Regulation S-K. Please file
as an exhibit to the offering statement the written description of
the oral contract. Alternatively, advise us why the written
description of the oral contract need not be filed as an exhibit to
the offering statement. For guidance you may wish to refer to
Question 146.04 in the Regulation S-K section of our Compliance and
Disclosure Interpretations available on the Commission’s
website.

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

Director Compensation, page 67; Executive Compensation, page
68

5.

If your offering statement was not qualified
before October 1, 2017, you are required to update the disclosures
to include Item 402 of Regulation S-K disclosures for the fiscal
year ended September 30, 2017. See
Item 11 of Form 1-A. For guidance
you may wish to refer to Question 117.05 in the Regulation S-K
section of our Compliance and Disclosure Interpretations available
on the Commission’s website.

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

Consolidated Statements of Cash Flows, page F-4

6.

We note your response to prior comment 5. It
appears to us the amount presented as proceeds from sale of common
stock for the period ended June 30, 2016 should also be
revised.

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

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

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

Division
of Corporation Finance

United
States Securities and Exchange Commission

October
12, 2017

Page
3 of
3

Note 5 – Intangible Assets, page F-15

7.

We note your response to prior comment 6. Please confirm to us and
disclose in your filing that you will continue to assess the life
of indefinite-lived intangible assets as required by ASC
350-30-35-16.

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

Note 15 – Subsequent Events, page F-26

8.

It appears to us the date through which
subsequent events were evaluated should be revised since you
disclose events that occurred after that date.

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

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

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

Thank
you.

Sincerely,

/s/
Mark S.
Elliott

Mark S.
Elliott

Chief
Financial Officer

cc:

Brian A. Pearlman,
Esq.

Leslie
Marlow, Esq.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549 -4631

       DIVISION OF
CORPORATION FINANCE

  Mail Stop 4631

October 2 , 2017

Via E-Mail
Mr. Martin A. Sumichrast
Chairman, Chief Executive Officer , and President
Level Brands, Inc.
4521 Sharon Road, Suite 407
Charlotte, NC 28211

Re: Level Brands, Inc.
Offering Statement  on Form 1 -A
Filed September 18 , 2017
  File No. 24 -10742

Dear Mr. Sumichrast :

 We have reviewed your offering statement and have the following comments.  In
some of our comments we may ask you to provide us information so that we may better
understand your disclosure.

 Please respond to this letter by amending your offering statement and providing
the requested information.  If you do not believe that our comments apply to your facts
and circumstances or do not believe that an amendment is appropriate, please tell us why
in your response.  After reviewing any amendment to your offering statement and the
information that you provide in response to these comments, we may have additional
comments.

We will consi der qualifying your offering statement at your request.  In
connection with your request, please confirm in writing that at least one state has advised
you that it is prepared to qualify or register your offering.  If a participant in your offering
is requ ired to clear its compensation arrangements with FINRA, please have FINRA
advise us that it has no objections to the co mpensation arrangements before  qualification.

General

1. Disclosure indicates that you are offering up to $10,000,000 of your common stock ,
with an additional share option of $5,000,000.  Given that the offering is on a best
efforts basis with the selling agents not required to sell any specific number or dollar
amount of your common stock, it is unclear why you are not simply offering up to

Mr. Martin A. Sumichrast
Level Brands, Inc.
October 2 , 2017
Page 2

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

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

Summary Historical Financial Data, page 10

3. Given that this is now a best efforts offering, with no minimum, it appears to us you
should remove any pro forma disclosures that reflect the receipt of proceeds from  the
offering.  This comment is also applicable to your capitalization table on page 25.

Encore Endeavor 1 (EE1), page 48

4. Disclosure in the first bullet point on page 49 indicates that EE1 had an oral
agreement with Sandbox LLC for the travel and concierge related services that it
arranged in February 2017.  If the company is party to an oral contract that would be
required to be filed as an exhibit under Item 601(b)(10) of Regulation S -K if it were
written, the company should provide a written des cription of the contract similar to
that required for oral contracts or arrangements under Item 601(b)(10) of Regulation
S-K.  Please file as an exhibit to the offering statement the written description of the
oral contract.  Alternatively, advise us why t he written description of the oral contract
need not be filed as an exhibit to the offering statement.  For guidance you may wish
to refer to Question 146.04 in the Regulation S -K section of our Compliance and
Disclosure Interpretations available on the Co mmission’s website.

Director Compensation, page 67; Executive Compensation, page 68

5. If your offering statement was not qualified before October 1, 2017, you are required
to update the disclosures to include Item 402 of Regulation S -K disclosures for the
fiscal year ended September 30, 2017.  See Item 11 of Form 1 -A.  For guidance you
may wish to refer to Question 117.05 in the Regulation S -K section of our
Compliance and Disclosure Interpretations available on the Commission’s website.

Consolidated State ments of Cash Flows, page F -4

6. We note your response to prior comment 5.  It appears to us the amount presented as
proceeds from sale of common stock for the period ended June 30, 2016 should also
be revised .

Mr. Martin A. Sumichrast
Level Brands, Inc.
October 2 , 2017
Page 3

 Note 5 – Intangible Assets, page F -15

7. We not e your response to prior comment 6.  Please confirm to us and disclose in your
filing that you will continue to assess the life of indefinite -lived intangible assets as
required by ASC 350 -30-35-16.

Note 15 – Subsequent Events, page F -26

8. It appears to us  the date through which subsequent events were evaluated should be
revised since you disclose events that occurred after that date.

 We remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notw ithstanding any review, comments,
action, or absence of action by the staff.

You may contact Melinda J. Hooker , Staff Accountant, at (202) 551 -3732  or
Anne M. McConnell , Staff Accountant , at (202) 551 -3709  if you have questions about
comments on the financial statements and related matters.  You may contact Edward M.
Kelly, Special Counsel, at (202) 551 -3728 or me at (202) 551 -3765 if you have any other
questions .

Very truly yours ,

      /s/ Pamela A. Long

      Pamela A. Long
      Assistant Director
      Office of Manufacturing and Construction

cc: Via E -mail
 Brian A. Pearlman, Esq.
 Charles B. Pearlman, Esq.
 Pearlman Law Group LLP
 2200 Corporate Boulevard, N.W., Suite 210
 Boca Raton, FL 33431

CORRESP
1
filename1.htm

Blueprint

Level Brands, Inc.

4521 Sharon Road, Suite 407

Charlotte, NC 28211

Telephone (704) 362-6345

Mail
stop 4631

'CORRESP'

September 18,
2017

Division
of Corporation Finance

United
States Securities and Exchange Commission

100 F
Street N.W.

Washington,
DC 20549

Attention:

Pamela A. Long,
Assistant Director

Edward
M. Kelly, Special Counsel

Melinda
J. Hooker, Staff Accountant

Anne M.
McConnell, Staff Accountant

Re:

Level
Brands, Inc. (the "Company")

Supplemental
Response to Draft Registration Statement

Submitted
August 10, 2017

CIK
No. 0001644903

Ladies
and Gentlemen:

The
Company is in receipt of the staff's letter of comment dated August
29, 2017. In accordance with our counsel's prior discussions with
the staff, we have live filed an offering statement on Form 1-A to
conduct the initial public offering as a Tier 2 Reg A+ offering. In
accordance with our counsel's discussions with the staff, we are
providing courtesy copies to the staff to reflect the revisions
from the confidentially submitted S-1 to the 1-A to facilitate the
staff's review.

Management’s Discussion and Analysis of Financial Condition
and Results of Operations

1. We
have read your responses to prior comments 3 and 4. In regard to
I’M1 and EEI, please address the
following:

●

We note that you utilize the master advisory
and consulting agreement with kiWW to provide services to
I’M1 and EEI and “incur intercompany expenses that are
eliminated upon consolidation.” It appears to us that this
essentially results in I’M1 and EEI recording revenues
related to their operations but not recording all related expenses.
As noted in your interim statement of operations, this resulted in
you allocating income to the non-controlling interests in
I’M1 and EEI, thereby increasing the net loss that you
allocated to your common shareholders. Please revise your filing to
more fully address the potential risks and consequences to common
shareholders as a result of the non-controlling interests;
and

●

We note that I’M1 has entered into
transactions in which it provided services in exchange for stock
and warrants. Please revise your filing to more fully address the
potential risks and consequences to your operating results and
liquidity as a result of I’M1 providing services in exchange
for non-cash consideratio

RESPONSE: With
respect to the first bullet point, supplementally please be advised
that to the extent we have intercompany transactions between any of
our subsidiaries or between our subsidiaries and our parent company
Level Brands, related revenues and cost of sales are both
eliminated. In addition, with the Master Advisory and Consulting
Agreement with kiWW, the cost of sales related to it are deminimis.
As indicated, our cost of sales for I’M1 are extremely low as
this divisions focus is on licensing agreements. In addition, we
continue to apply to each business division its applicable
operating expenses.

Division
of Corporation Finance

United
States Securities and Exchange Commission

September
18, 2017

Page
2 of
6

The
following additional disclosure has been added in the Form 1-A -
MD&A under Net loss:

Each
of our subsidiaries have minority members. At June 30, 2017 and
2016, we owned 100% and 78% of the membership interests of Beauty
& Pin-Ups respectively and at June 30, 2017 we owned 100% of
the voting interests in each of I'M1 and EE1 and 51% membership
interest in each of I’M1 and EE1. As such the Company
accounts for the noncontrolling interest in each of I’M1 and
EE1 based on their incomes or losses. Based on the noncontrolling
interest for these entities, this can have a negative impact on the
income or losses to the shareholders of Level Brands.

After
allocating a portion of the net gain to the noncontrolling
interests in accordance with generally accepted accounting
principles, our net loss decreased 82.5% for three months ended
June 30, 2017 from the three months ended June 30, 2016, and
decreased 39.7% for the nine months ended June 30, 2017 from the
comparable period in fiscal 2016.

In some cases, we
may, from time to time, enter into contracts where all or a
portion of the consideration provided by the customer in exchange
for our services is stock, options or warrants.  In accepting
equity positions, we have a risk that the value of the
consideration provided could decline and require an impairment
charge to be recorded in non-operating income in the consolidated
statement of operations.

The
following disclosure has also been added in the Form 1-A MD&A
under Critical Accounting Policies:

Accounts Receivable

Accounts receivable
are stated at cost less an allowance for doubtful accounts, if
applicable. Credit is extended to customers after an evaluation of
customer’s financial condition, and generally collateral is
not required as a condition of credit extension. Management’s
determination of the allowance for doubtful accounts is based on an
evaluation of the receivables, past experience, current economic
conditions, and other risks inherent in the receivables portfolio.
As of June 30, 2017, all receivables were considered by management
to be fully collectible.

In
addition, we may, from time to time, enter into contracts
where a portion of the consideration provided by the customer in
exchange for our services is stock, options or warrants.  In
these situations, upon invoicing the customer for the stock or
other equity instruments, we will record the receivable as accounts
receivable other, and use the value of the stock or other equity
instrument upon invoicing to determine the value. Where an accounts
receivable is settled with the receipt of the stock or other equity
instrument, the stock or other equity instrument will be classified
as an asset on the balance sheet as either an investment marketable
security (when the customer is a public entity) or as an investment
other security (when the customer is a private
entity).

Marketable Securities

At the
time of acquisition, the marketable security is designated as
available-for-sale as the intent is to hold for a period of time
before selling. Available-for-sale securities are carried at fair
value on the consolidated statements of financial condition with
changes in fair value recorded in the accumulated other
comprehensive income component of shareholders’ equity in the
period of the change in accordance with ASC 320-10. Upon the
disposition of an available-for-sale security, we reclassify the
gain or loss on the security from accumulated other comprehensive
income to non-operating income on our consolidated statements of
operations.

Division
of Corporation Finance

United
States Securities and Exchange Commission

September
18, 2017

Page
3 of
6

Investment Other Securities

For
equity investments where we neither control nor have significant
influence over the investee and which are non-marketable, the
investments are accounted for using the cost method of accounting
in accordance with ASC 325-10. Under the cost method, dividends
received from the investment are recorded as dividend income within
non-operating income.

Other-than-Temporary Impairment

Our
management periodically assesses its marketable securities and
investment other securities, for any unrealized losses that may be
other-than-temporary and require recognition of an impairment loss
in the consolidated statement of operations. If the cost of an
investment exceeds its fair value, we evaluate, among other
factors, general market conditions, the length of time the security
has been in a loss position, the extent to which the
security’s market value is less than its cost, the financial
condition and prospects of the security’s issuer and our
ability and intent to hold the security for a length of time
sufficient to allow for recovery. If the impairment is considered
other-than-temporary, an impairment charge is recorded in
non-operating income in the consolidated statements of
operations.

2.

We note your disclosure that NuGene is not a
related party; however, it appears to us it had a pre-existing
relationship with kathy ireland and affiliated entities. If
accurate, please disclose that fact. Also, to the extent that any
other entities with which you entered into material agreements had
a pre-existing relationship with you or kathy ireland and
affiliated entities, please disclose that fact.

RESPONSE:
We have added the following additional disclosure in the Form 1-A
to the MD&A under Licensing Division disclosures:

NuGene

On March 20, 2017 we entered into a nine month
consulting agreement with NuGene International, Inc., a
publicly-traded company (OTCPink:NUGN), that is principally in the
business of research, development, and sales and marketing
“cosmeceutical” skincare and hair products. In November 2014
NuGene International, Inc. entered into a license agreement
with kathy ireland Worldwide® under
which it licensed the right to utilize the trademarks and rights to
the name, likeness and visual representations of Kathy Ireland in
connection with its cosmeceutical line of products containing adult
human adipose stem cell derived or containing biologically active
or biologically derived ingredients.

Kure
Corp

Our
Chief Executive Officer is a former member of the board of
directors of Kure Corp. and he continues to control approximately
3.3% of its outstanding voting securities.

We have
also added the following additional disclosure in the Form 1-A
under the MD&A under Entertainment Division
disclosures:

In
February 2017 EE1 arranged, coordinated and booked for Sandbox LLC
its first travel related event, arranging for travel and concierge
related services. Under the terms of the oral agreement, EE1 was
paid $68,550 for its services. Sandbox LLC is not a related party
however it has a prior business relationship with kathy ireland
Worldwide.

Division
of Corporation Finance

United
States Securities and Exchange Commission

September
18, 2017

Page
4 of
6

In March 2017 EE1 agreed to provide creative and
content input and feedback to Multi-Media Productions, Inc., the
producer of Worldwide Business
with kathy ireland® and Modern Living with kathy
ireland®, on those series. As compensation EE1 is to receive
$50,000 per production month for an expected minimum of four
production months. Through June 2017 we have provided services for
two production months, as the series are produced at irregular
intervals, and have received an aggregate of $100,000 for our
services. Multi-Media Productions, Inc. is not a related party
however it has a prior business relationship with kathy ireland
Worldwide.

3.

In regard to your transactions related to NuGene, please address
the following:

●

Disclose whether NuGene has paid the $50,000 account receivable due
on June 30, 2017. If not, explain how you have determined that this
receivable is collectable;

●

Identify the related party to whom you sold the NuGene shares,
explain how it determined the consideration that it paid, and
explain why it provided consideration that appears to significantly
exceed the value of the underlying stock that it received;
and

●

Disclose the terms of the short term note receivable that you
received as partial consideration for the NuGene shares. If this
receivable is still outstanding, explain how you have determined
that it is collectable.

RESPONSE: We have
amended the disclosure on the NuGene contract in the Form 1-A as
follows:

These
services were delivered in coordination with kiWW under our
advisory agreement and with EE1 providing services for I'M1, thus
keeping our cost of services nominal. As compensation, NuGene
International, Inc. issued us 2,500,000 shares of its common stock
valued at approximately $650,000 to I'M1 upon the execution of the
agreement, and will pay I’M1 an additional $50,000 in cash
upon the earlier of the completion of a financing by NuGene, or
June 30, 2017. We have not yet received payment of this amount.
Based upon our recent discussions with management of NuGene, we
expect that this amount will be satisfied prior to the end of our
current fiscal year. We will continue to monitor for
collectability.

Effective
June 30, 2017 we exchanged the 2,500,000 shares of common stock for
65 shares of NuGene's Series B Convertible Preferred Stock which
has a stated value of $10,000 per share. Each share of preferred
stock is convertible using a formula, into such number of common
shares of NuGene as equal to the stated value at a price per share
of common stock. The Company made a business decision that it would
be in its best interests to increase its capital position and sell
the preferred stock. On July 31, 2017, we sold the shares of Series
B Convertible Preferred Stock to Stone Street Partners, LLC, an
affiliate of our Chairman and Chief Executive Officer, for an
aggregate purchase price of $475,000. Based on the market value of
the common shares of NuGene between June 30, 2017 and the time that
the preferred shares were sold to Stone Street Partners, LLC, and
factoring in certain restrictions on the ability to liquidate, we
determined that the consideration paid by the related party was a
reasonable approximation of the fair market value that would have
been commanded in an arms’ length transaction. The terms of
this transaction are described later in this Offering Circular
under "Certain Relationships and Related Party
Transactions."

Division
of Corporation Finance

United
States Securities and Exchange Commission

September
18, 2017

Page
5 of
6

In
addition, we have also added the following in the Form 1-A under
Certain Relationships and Related Party Transactions:

In
July 2017 we sold Stone Street Partners, LLC the 65 shares of
NuGene's Series B Convertible Preferred Stock which was issued to
us as partial compensation under the terms of the consulting
agreement between NuGene and I'M1 for $475,000. At closing, Stone
Street Partners, LLC tendered $200,000 in cash to us together with
a $275,000 principal amount 3% promissory note due July 31, 2018.
To secure the payment of this note, 38 of these shares were
deposited into escrow with our counsel. Upon the payment of the
note, the shares will be released to Stone Street Partners, LLC. If
the note is not timely paid, the shares will be returned to us by
the escrow agent.

4.

In regard to your transactions with Formula
Four Beverages, please disclose and discuss the nature and extent
of the “recent financing activities” that you relied on
to value the warrants that you received to purchase 1,600,000
shares of its common stock.

RESPONSE: We have
added the following to the disclosure in the Form 1-A under
Advisory Agreement with Formula Four Beverages Inc.

For
accounting purposes, we valued the warrant at $0.57 per share based
on Formula Four Beverages June 2017 financing activities, which at
that time was in process of raising approximately $8 million using
a company valuation of $45 million as performed by Formula Four
management and provided to us, and with 79 million shares
outstanding this provided a value of $0.57 per share. The advisory
agreement provides that the services for which the warrant was
issued as consideration were to be fully performed within 45 days
from the date of the agreement, which services were completed in
June 2017 and reflected in our June 30, 2017 unaudited consolidated
financial statements. In June 2017 we exercised this warrant, with
50% of the shares being issued to I’M1 and 50% of the shares
being issued to EE1.

Interim Consolidated Financial Statements

Consolidated Statements of Cash Flows

5.

It is not clear to us how amounts presented as
proceeds from sale of common stock for the interim periods ended
March 31, 2017 and 2016 reconcile with disclosures in your filing.
Please clarify or revise.

RESPONSE: As was
noted in Note 9 of the March 31, 2017 financial statements (see
page F-13 of the filing in question), the Company had accrued
approxi

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549 -4631

       DIVISION OF
CORPORATION FINANCE

  Mail Stop 4631

August 29 , 2017

Via E-Mail
Mr. Martin A. Sumichrast
Chairman, Chief Executive Officer , and President
Level Brands, Inc.
4521 Sharon Road, Suite 450
Charlotte, NC 28211

Re: Level Brands, Inc.
Supplemental Response to Draft Registration Statement
Submitted August 10 , 2017
  CIK  No. 0001644903

Dear Mr. Sumichrast :

We reviewed your August 10, 2017 supplemental response and have the
following comments .

Management’s Discussion and Analysis of Financial Condition and Results of Operations

1. We have read your responses to prior comments  3 and 4 .  In regard to I’M1 and EEI,
please address the following:

 We note that you utilize the master advisory and consulting a greement with
kiWW to provide services to I’M1 and EEI and “incur intercompany expenses
that are eliminated upon consolidation .”  It appears to us that this essentially
results in I’M1 and EEI recording revenues related to their operations but not
recordin g all related expenses.  As noted in your interim statement of
operations, this resulted in you allocating income to the non -controlling
interests in I’M1 and EEI , thereby increasing the net loss that you allocated to
your common shareholders.  Please revi se your filing to more fully address
the potential risks and consequences to common shareholders as a result of the
non-controlling interests; and

 We note that I’M1 has entered into transactions in which it provided services
in exchange for stock and warr ants.  Please revise your filing to more fully
address the potential risks and consequences to your operating results and
liquidity as a result of I’M1 providing services in exchan ge for non -cash
consideration.

Mr. Martin A. Sumichrast
Level Brands, Inc.
August 29, 2017
Page 2

2. We note your disclosure that NuGene is not a  related party; however, it appears to us
it had a pre -existing relationship with kathy ireland and affiliated entities.  If accurate,
please disclose that fact.  Also, to the extent that any other entities with which you
entered into material agreement s had a pre -existing relationship with you or kathy
ireland and affiliated entities, please disclose that fact.

3. In regard to your transactions related to NuGene, please address the following:

 Disclose whether NuGene has  paid the $50,000 account receivable d ue on
June 30, 2017.  If not, explain how you have determined that this receivable is
collectable;

 Identify the related party to whom you sold the NuGene shares, explain how it
determined the consideration that it  paid, and expla in why it  provided
consid eration that appears to significantly exceed the value of the underlying
stock  that it  received; and

 Disclose the terms of the short term note receivable that you received as
partial consideration for the NuGene shares.  If this receivable is still
outstanding, explain how you have determined that it is collectable.

4. In regard to your transactions with Formula Four Beverages, please disclose and
discuss the natu re and extent of the “recent financing activities” that you relied on to
value the warrants that you received to purchase 1,600,000 shares  of its  common
stock .

Interim Consolidated Financial Statements

Consolidated Statements of Cash Flows

5. It is not cle ar to us how amounts presented as proceeds from sale of common stock
for the interim periods ended March 31, 2017 and 2016 reconcile with disclosures in
your filing.  Please clarify or revise.

Note 2 – Acquisitions ; Note 4 – Intangible Assets

6. We have rea d your response to prior comment 11.  Please address the following:

 Explain why the wholesale license agreement and the master advisory and
consulting agreement with kiWW  have defined  terms;

 Explain how you determined that extensions will be “a simple fo rmality”; and

 Identify Entity A and Entity B, noted in your response.

Mr. Martin A. Sumichrast
Level Brands, Inc.
August 29, 2017
Page 3

You may contact Melinda J. Hooker , Staff Accountant, at (202) 551 -3732  or
Anne M. McConnell , Staff Accountant , at (202) 551 -3709  if you have questions about
comments on the financial statements and related matters.  You may contact Edward M.
Kelly, Special Counsel, at (202) 551 -3728 or me at (202) 551 -3765 if you have any other
questions .

Very truly yours ,

      /s/ Pamela A. Long

      Pamela A. Long
      Assistant Director
      Office of Manufacturing and Construction

cc: Via E -mail
 Brian A. Pearlman, Esq.
 Charles B. Pearlman, Esq.
 Pearlman Law Group LLP
 2200 Corporate Boulevard, N.W., Suite 210
 Boca Raton, FL 33431

CORRESP
1
filename1.htm

Blueprint

Level Brands, Inc.

4521 Sharon Road, Suite 407

Charlotte, NC 28211

Telephone (704) 362-6345

Mail
stop 4631

'CORRESP'

 August 10,
2017

Division
of Corporation Finance

United
States Securities and Exchange Commission

100 F
Street N.W.

Washington,
DC 20549

Attention:

Pamela A. Long,
Assistant Director

Edward
M. Kelly, Special Counsel

Melinda
J. Hooker, Staff Accountant

Anne M.
McConnell, Staff Accountant

Re:

Level
Brands, Inc. (the "Company")

Amendment
2 to Draft Registration Statement

Submitted
July 12, 2017

CIK
No. 0001644903

Ladies
and Gentlemen:

The
Company is in receipt of the staff's letter of comment dated July
25, 2017 on the above-captioned amendment. In furtherance to our
discussions with the staff, following are the Company's responses
to such comments. In accordance with our counsel's discussions with
the staff, we intend to transition the confidentially submitted S-1
to a live filing 1-A and conduct the initial public offering as a
Tier 2 Reg A+ offering. We appreciate the staff's agreement to
review these responses, and the hereinafter set forth proposed
disclosure changes, prior to our filing of the 1-A. In accordance
with our counsel's discussions with the staff, at the time of the
filing of the 1-A we will provide courtesy copies to the staff to
reflect the revisions from the confidentially submitted S-1 to the
1-A to facilitate the staff's review.

Prospectus Summary, page 5

1.

Refer to comment 3 in our May 18, 2017 letter. The marked version
of your amended draft registration statement does not reflect
revisions made in the prospectus summary and elsewhere. For
example, refer to the three bullet points in the second paragraph
on pages 5-6 of the prospectus summary and throughout the business
section. Additionally, the marked version of your amended draft
registration reflects revisions where no revisions are made. For
example, refer to the first paragraph of the risk factor “Our
business is dependent on market acceptance of our
brands…” on page 17. Ensure in future filings that the
marked version reflects accurately where revisions are made and
does not reflect revisions where no revisions are made. If you
require technical assistance, you may contact EDGAR operations at
(202) 551-8900.

RESPONSE:

Subsequent to the
receipt of the above-referenced letter of comment, the Company's
EDGAR filer spoke with representatives at EDGAR Filer Support and
has resolved the software incompatibility which was creating these
continuing issues.

Division
of Corporation Finance

United
States Securities and Exchange Commission

August
10, 2017

Page
2 of
11

Results of Operations, page 32

2.

It appears to us that all disclosures related to sales in your
filing, including MD&A and the notes to the financial
statements, should be based on “net sales.” We note
certain disclosures of segment sales, including on page 33,
indicate that they are based on “net sales” but appear
to be based on gross sales. We also note segment disclosures in the
notes to your financial statements are based on gross sales. Please
revise your filing to present “net sales” in total and
by segment. Please also address the specific nature of your sales
allowances and explain to us why you believe any presentation of
gross sales is appropriate.

RESPONSE:

As requested, all
disclosures related to sales in the 1-A, including MD&A and the
notes to the financial statements, appearing in the 1-A when filed
will be based on “net sales.” The 1-A will also present "net
sales" in total by segment and additional disclosure will be added
to address the specific nature of the Company's sales
allowances.

3.

We note your disclosure that during the three months ended March
31, 2017, I’M1 entered into its “first advisory
agreements and delivered strategic marketing and branding services
and recorded revenue during the quarter upon successful completion
of the services.” Please more fully disclose and discuss the
specific terms of the agreements, including the specific services
you provided, the identities of the customers, whether they are
related parties, and the nature of the consideration you received
in return for the services you provided. Please fully address how
you were able to provide these services without incurring any
related cost of sales. In this regard, it is not clear to us how or
why presenting segment disclosures that do not reflect the costs of
generating the related revenues are meaningful or
relevant.

RESPONSE:

The 1-A will
contain the following expanded details related to each advisory
agreement as indicated above in the Business section. The
underlined text below reflects revisions from the text which
appeared in the last S-1 amendment:

Kure
Corp.

Under
the terms of a license agreement dated March 29, 2017, we granted
Kure Corp. a non-transferrable license to use the I'M1 marks solely
for the sale, marketing and distribution of vaping juices and
vaping products through certain specified channels of distribution
in the United States. Kure Corp. is a Charlotte, North
Carolina-based privately held vaping company. Under the terms of
the 10 year license agreement, Kure Corp. is required to begin
shipping the licensed products no later than April 30, 2018. As
compensation we are entitled to a royalty of 5% of the gross sales
of all licensed products. We may internally allocate a portion of
this compensation to EE1 in connection with services related to any
appearances, filming and/or recording by Mr. Tom Meharey to promote
these licensed products. The license agreement may be terminated by
either party upon 30 days notice in the event of a breach of the
agreement by the other party.

On
March 20, 2017 we also entered into a nine month consulting
agreement with Kure Corp. under which we were engaged to provide
assistance in the promotion and advice with respect to the
marketing and branding of the licensed products. As compensation,
Kure Corp. will pay us a total of $600,000 upon the completion of
various of the contracted services under the terms of the
agreement, including $200,000 which was due by March 31, 2017
in exchange for certain social media promotional services and
marketing services which were delivered by March 31, 2017, with the
balance due upon the provisions of additional marketing and
promotional services. The additional services were provided in the
third quarter of fiscal 2017 and all payment obligations for
have been made. Specific services delivered under the
agreement include: 1) production of various images promoting Kure;
2) social media content and distribution; 3) content for press
releases as well as coordinating distribution; and 4) production of
a marketing video. These services were delivered in
coordination with EE1 as our service provider thus keeping our cost
of services nominal. Our Chief Executive Officer is a former
member of the board of directors of Kure Corp. and he continues to
control approximately 3.3% of its outstanding voting
securities.

Division
of Corporation Finance

United
States Securities and Exchange Commission

August
10, 2017

Page
3 of
11

NuGene
International, Inc.

On
March 20, 2017 we entered into a nine month consulting agreement
with NuGene International, Inc., a publicly-traded company
(OTCPink:NUGN), that is principally in the business of research,
development, and sales and marketing
“cosmeceutical”
skincare and hair products. Under the terms of the consulting
agreement we were engaged to provide assistance in the promotion of
NuGene International, Inc.'s men's products to create greater
public awareness. These
services specifically included: 1) assistance for social media
content and distribution; 2) content for press releases; and 3)
content for public support statements regarding the product from
brand ambassadors. These services were delivered in
coordination with kiWW under our advisory agreement and with EE1 as
our service providers, thus keeping our cost of services
nominal. As compensation, NuGene International, Inc. issued
us 2,500,000 shares of its common stock valued at approximately
$650,000 to I'M1 upon the execution of the agreement, and will pay
I’M1 an additional $50,000 in cash upon the earlier of the
completion of a financing by NuGene, or June 30, 2017. We have not
yet received payment of the $50,000 and have assessed its
collectability and have determined it is still fully collectible.
Effective June 30, 2017 we exchanged the
2,500,000 shares of common stock for 65 shares of NuGene's Series B
Convertible Preferred Stock which has a stated value of $10,000 per
share. Thereafter, we sold the shares of preferred stock to an
affiliate for an aggregate purchase price of $475,000. The terms of
this transaction are described later in this Offering Circular
under "Certain Relationships and Related Party
Transactions." Additional terms of
this preferred stock are included in Notes 3 and 15 to the notes to
our unaudited consolidated financial statements for the period
ended June 30, 2017 appearing later in this Offering
Circular. NuGene is not a related party.

Formula
Four Beverages Inc.

In May
2017 I'M1 and EE1 entered into a four year advisory agreement with
Formula Four Beverages Inc., a Canadian-based company that supplies
oxygenated beverage products including those under the trade name
OXiGEN. I'M1 and EE1 will jointly advise Formula Four Beverages
Inc. on: 1) various
aspects of corporate branding and work with the company, including
coordinating with other services provider in areas related to
influencer marketing and advertising; 2) assist on media
opportunities; 3) produce a video telling the story and vision of
OXiGEN; and 4) provide strategies to increase its distribution
network. As compensation for the services, Formula Four
Beverages Inc. issued a warrant to purchase 800,000 shares of its
common stock at an aggregate purchase price of $400.00 to each of
I’M1 and EE1, for an aggregate of 1,600,000
shares. For accounting
purposes, we valued the warrant at $0.57 per share based on Formula
Four Beverages recent financing activities. The advisory agreement
provides that the services for which the warrant was issued as
consideration were to be fully performed within 45 days from the
date of the agreement, which services were completed in June 2017
and reflected in our June
30, 2017 financial statements. In addition, I'M1 and EE1 are
entitled to receive royalties ranging from $0.40 to $0.60 per case,
split evenly, based upon the number of cases of OXiGEN related
products, including current and future products, sold annually in
the U.S. above 750,000 cases, for the next four years based upon a
contract year running from May 9 to May 8 of each
year.

Division
of Corporation Finance

United
States Securities and Exchange Commission

August
10, 2017

Page
4 of
11

The
royalty payments are due within 45 days after the close of a month.
We are also entitled to be reimbursed for our out of pocket
expenses incurred in performing the services under the advisory
agreement, of which there have been none. In the event of a change
of control of either Formula Four Beverages Inc. or its U.S.
subsidiary Formula Four Beverages (USA) Inc. as defined in the
advisory agreement, upon notice to us we have the right to
immediately terminate the advisory agreement and receive a lump sum
payment equal to the cumulative royalties paid to us over the
previous trailing 12 month period. The advisory agreement, which
may be terminated by either party upon 30 days notice in the event
of a breach, contains customary mutual confidentiality provisions.
Formula Four Beverages has indemnified I'M1 and EE1 in certain
cases and is required to maintain certain insurance coverage naming
I'M1 and EE1 as covered parties. Formula Four Beverages Inc. is not
a related party.

Our cost of goods related to our
advisory agreements are minimal as the efforts related to the
services are not extensive and costly to deliver but more expertise
focused, and we are able to utilize EE1 and our Master Advisory and
Consulting Agreement with kiWW to account for the services.
In utilizing EE1, we incur
intercompany expenses related to our cost of sales, which are
eliminated upon consolidation of our financial
statements.

4.

We note your disclosure that during the three
months ended March 31, 2017, EE1 entered into its first service
related agreements, “encompassing production assistance
related to television shows, event promotion, production and
coordination services which were delivered and revenue recorded
during the quarter upon successful completion.” Please more
fully disclose and discuss the specific terms of the agreements,
including the specific services you provided, the identities of the
customers, whether they are related parties, and the nature of the
consideration you received in return for the services you
provided.

RESPONSE:

The 1-A will
contain the following expanded details related to each service
agreement as indicated above in the Business. The underlined text
below reflects revisions from the text which appeared in the last
S-1 amendment:

Sandbox LLC

In
February 2017 EE1 arranged, coordinated, and booked for
Sandbox LLC via an oral arrangement, its first travel
related event, specifically arranging for
travel and concierge related services, and was paid $68,550. Sandbox LLC is
not a related party.

Multi-Media Productions, Inc.

In
March 2017 EE1 agreed to provide creative and content input and
feedback to Multi-Media Productions, Inc., the producer of
Worldwide Business with kathy ireland® and Modern Living with
kathy ireland®, on those series. As compensation EE1 is to
receive $50,000 per production month for an expected minimum of
four production months. Through June 2017 we have provided services
for two production months, as the series are produced at irregular
intervals, and have received an aggregate of $100,000 for our
services. Multi-Media
Productions, Inc. is not a related party.

Winter Music Festivals LLC

In
April 2017 EE1 and kathy ireland® Worldwide co-produced the
Winter Music Festivals, LLC (a subsidiary of National Event
Company) 2nd Annual MINUS ZERO Winter Sports and Music Festival at
the Stratton Mountain Resort in South Londonderry, Vermont. The
two-day winter sports and musical festival featured three stages of
music, skiing, snowboarding, Rail Jam & Jump presented by
Monster Energy, lodging onsite and free parking. Specifically, EE1 helped promote the
event through press releases, and social media as well as having a
team onsite for the event. For its services in connection
with this event, EE1 received $15,000. Winter Music Festivals LLC is not a
related party.

Division
of Corporation Finance

United
States Securities and Exchange Commission

August
10, 2017

Page
5 of
11

Liquidity and Capital Resources, page 38

5.

We note that both the changes in your current assets and current
liabilities are reflective of the further development of your
business during the first six months of fiscal 2017. Given the
substantial changes in these balances, please provide a more robust
discussion regarding the reasons why changes occurred.

RESPONSE:

The following will
be added to Liquidity and Capital Resources in the 1-A when
filed.

In
January 2017, we acquired membership interest in two new segments,
which have generated significant revenue compared to prior periods,
which has increased our accounts receivables and marketable and
other securities assets (as we have received from customers their
public or private stock as compensation for services delivered). In
addition, during the first quarter of 2017 our liabilities
increased approximately $1.6 million based on promissory
convertible notes sold in October 2016; however, these notes were
converted by the holders into shares of our common stock during the
third quarter of 2017. As a result of these conversions, our
liabilities were reduced

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549 -4631

       DIVISION OF
CORPORATION FINANCE

  Mail Stop 4631

July 25 , 2017

Via E-Mail
Mr. Martin A. Sumichrast
Chairman, Chief Executive Officer , and President
Level Brands, Inc.
4521 Sharon Road, Suite 450
Charlotte, NC 28211

Re: Level Brands, Inc.
Amendment 2  to Draft Registration Statement
Submitted July 1 2, 2017
  CIK  No. 0001644903

Dear Mr. Sumichrast :

We have reviewed your amended draft registration statement and have the
following comments.  In some of our comments we may ask you to provide us
information so that we may better understand your disclosure.

Please respond to this letter by providing the requested information and either
submitting an amended draft registration statement or publicly filing your registration
statement on EDGAR.  If you do not believe that our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing the information you provide in response to these commen ts and
your amended draft registration statement or filed registration statement, we may have
additional comments.

Prospectus Summary, page 5

1. Refer to comment 3 in our May 18, 2017 letter.  The marked version of your amended
draft registration statement does not reflect revisions made in the prospectus summary
and elsewhere.  For example, refer to the three bullet points in the second paragraph
on pages 5 -6 of the prospectus summary and throughout the business section.
Additionally, the marked version of  your amended draft registration reflects revisions
where no revisions are made.  For example, refer to the first paragraph of the risk
factor “Our business is dependent on market acceptance of our brands…” on page 17.
Ensure in future filings that the ma rked version reflects accurately where revisions are

Mr. Martin A. Sumichrast
Level Brands, Inc.
July 25 , 2017
Page 2

 made and does not reflect revisions where no revisions are made.  If you require
technical assistance, you may contact EDGAR operations at (202) 551 -8900.

Results of Operations, page 32

2. It appears to us that all disclosures related to sales in your filing, including MD&A
and the notes to the financial statements, should be based on “net sales.”  We note
certain disclosures of segment sales, including on page 33, indicate that they are
based on “net sal es” but appear to be based on gross sales.  We also note segment
disclosures in the notes to your financial statements are based on gross sales.  Please
revise your filing to present “net sales” in total and by segment.  Please also address
the specific na ture of your sales allowances and explain to us why you believe any
presentation of gross sales is appropriate.

3. We note your disclosure that during t he three months ended March 31, 2017, I’M1
entered into its “first advisory agreements and delivered strat egic marketing and
branding services and recorded revenue during the quarter upon successful
completion of the services .”  Please more fully disclose and discuss the specific terms
of the agreements, including the specific services you provided, the identi ties of the
customers, whether they are related parties, and the nature of the consideration you
received in return for the services you provided.  Please fully address how you were
able to provide these services without incurring any related cost of sales .  In this
regard, it is not clear to us how or why presenting segment disclosures that do not
reflect the costs of generating the related revenues are meaningful or relevant.

4. We note your disclosure that during t he three months ended March 31, 2017, EE1
entered into its first service related agreements, “encompassing production assistance
related to television shows, event promotion, production and coordination services
which were delivered and revenue recorded during the quarter upon successful
completio n.”  Please more fully disclose and discuss the specific terms of the
agreements, including the specific services you provided, the identities of the
customers, whether they are related parties, and the nature of the consideration you
received in return for the services you provided.

Liquidity and Capital Resources, page 38

5. We note that b oth the changes in your current assets and current liabilities are
reflective of the further development of your business during  the first six months of
fiscal 2017.  Given the substantial changes in these balances, please provide a more
robust discussion regarding the reasons why changes occurred.

6. We note the significant increase in accounts receivable relative to net sales during the
interim period.  Please disclose and discuss how you assess the collectability of
accounts receivable at each balance sheet date.

Mr. Martin A. Sumichrast
Level Brands, Inc.
July 25 , 2017
Page 3

 Critical Accounting Policies, page 40

7. We note your disclosure on page 33 that sales allowances were 57.2% of gross sales
for your professional products divis ion compared to 11.8% for the three months
ended March 31, 2017 and 2016 and 55.7% and 8.7%  for the six months ended
March 31, 2017 and 2016.  We note that the increases in the fiscal 2017 periods are
related to discounting hair irons to your distribution  channel in an effort to offer
incentives to customers and move historical products as you prepared to launch new
products in 2017 as well as a rollout of a discounted sample sized product as you
entered into a new distribution channel.  Given that the val uation of your inventory
may have such a substantial impact on your results, it appears to us you should update
your critical accounting estimate disclosures to discuss how you value your inventory
and when and how you assess inventory for impairment.

8. We have read your response to prior comment 2.  Given that the valuation of your
common stock has a substantial impact on your results, it appears to us you should
update your critical accounting estimate disclosures to discuss how you value your
common stock  and the factors that impacted your valuations during the periods
presented.

Intangible Assets, page 40

9. We have read you r response to prior comment 4  and your updated disclosures.  Please
identify the circumstances that would require you to assess intang ible assets for
impairment other than at an annual assessment .  Please also disclose how you
determine fair value, including the key assumptions used in your most recent
impairment analysis.

Advisory Agreement with Formula Four Beverages, Inc., page 51

10. Please disclose when and how you accounted for the consideration paid by Formula
Four.  Please also clarify why a four year advisory agreement would provide that the
“services for which the warrant was issued as consideration were to be fully
performed with in 45 days from the date of the agreement .”

Note 2 – Acqu isitions  page F -9; Note 4 – Intangible Assets, page F -10

11. We have read your response to prior comment 11.  Based on the disclosures in your
filing, it remains unclear to us:

 how and why your acquisitions of assets related to two recently formed
entities with little or no operations resulted in you recording significant
intangible assets with indefinite lives and non -controlling interests.   More

Mr. Martin A. Sumichrast
Level Brands, Inc.
July 25 , 2017
Page 4

 fully explain to us what you acquired and how de termined that what you
acquired have indefinite lives; and

 how you determ ined SAB 5G is not applicable.

Please address the terms of each non -controlling interest and explain why you
made a distribution to one of the non -controlling interests during the interim
period.

Note 14 – Subsequent Events, page F -18

12. We note your disclosure that effective April 28, 2017 you acquired an additional 12%
interest in BPU for 155,294 shares of common stock.  Please disclose how you
accounted for the additional interest  you acquired and disclose the fair value of the
common stock you issued.

13. In regard to the license agreement you entered into with a customer in March 2017
that was cancelled by both parties on June 8, 2017, please disclose if you recognized
any revenue a nd/or have any outstanding receivables related to this agreement.

14. We note your disclosure that effective June 30, 2017 you converted the $2,125,000
principal amount of convertible promissory notes and all accrued interest of $127,500
into common stock at a price of $3.95 per share.  Based on the initial conversion
terms of the notes, please explain your accounting for the revised conversion terms,
including if this was considered to be an induced conversion.

15. We note your disclosure that a customer who pro vided shares of their stock in
consideration for services had not timely filed their Form 10 -Q and that the value of
their stock subsequently dropped significantly.  We also note your disclosure that you
expect to record an unrealized loss in a future peri od and may record a loss in a future
period.  Please disclose your accounting policy for shares you receive in
consideration for services, the fair value of any shares you received, and your
subsequent determination of fair value.  Please refer to ASC 820 -10-50.  In regard to
this specific transaction, please disclose:

 the terms of the shares you received, including if they are freely tradable;

 the fair value of the shares you received and how you determined that value;
and

 the subsequent decline in the fair value of the shares you received and  how
you determined that value.

Mr. Martin A. Sumichrast
Level Brands, Inc.
July 25 , 2017
Page 5

 You may contact Melinda J. Hooker , Staff Accountant, at (202) 551 -3732  or
Anne M. McConnell , Staff Accountant , at (202) 551 -3709  if you have questions about
comments on the financial statements and related matters.  You may contact Edward M.
Kelly, Special Counsel, at (202) 551 -3728 or me at (202) 551 -3765 if you have any other
questions .

Very truly yours ,

      /s/ Pamela A. Long

      Pamela A. Long
      Assistant Director
      Office of Manufacturing and Construction

cc: Via E -mail
 Brian A. Pearlman, Esq.
 Charles B. Pearlman, Esq.
 Pearlman Law Group LLP
 2200 Corporate Boulevard, N.W., Suite 210
 Boca Raton, FL 33431

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549 -4631

       DIVISION OF
CORPORATION FINANCE

  Mail Stop 4631

May 18, 2017

Via E-Mail
Mr. Martin A. Sumichrast
Chairman, Chief Executive Officer , and President
Level Brands, Inc.
4521 Sharon Road, Suite 450
Charlotte, NC 28211

Re: Level Brands, Inc.
Amendment 1 to  Draft Registration Statement
Submitted May 2 , 2017
  CIK  No. 0001644903

Dear Mr. Sumichrast :

We have reviewed your amended draft registration statement and have the
following comments.  In some of our comments we may  ask you to provide us
information so that we may better understand your disclosure.

Please respond to this letter by providing the requested information and either
submitting an amended draft registration statement or publicly filing your registration
statement on EDGAR.  If you do not believe that our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing the information you provide in response to these comments and
your amended draft registration statement or filed registration statement, we may have
additional comments.

General

1. Please provide updated interim financial statements and related disclosures as
required by Rule 8 -08 of Regulation S -X.

2. Please be adv ised we will more fully evaluate the fair value determinations that you
used in equity transactions when you provide or file an amendment that includes the
estimated offering price.  At that time, please provide us a quantitative and qualitative
analysis t hat explains any material differences between the estimated offering price
and the fair value determinations that you used in recent equity transactions.  In

Mr. Martin A. Sumichrast
Level Brands, Inc.
May 18 , 2017
Page 2

 regard to your response to prior comment 29, please explain to us the differences
between the per share cash price paid for your stock in the most recent private
placement that occurred in fiscal year 2016 and the fair value determinations that you
used in subsequent equity transactions.

Prospectus Summary, page 5

3. The marked version of your amended draft registration statement does not reflect the
revision on page 6 made in response to comment 7 in our March 8, 2017 letter.
Additionally, the marked version of your amended draft registration reflects revisions
where no revisions are made.  For exampl e, refer to the risk factor “Kathy Ireland is
not an officer or director of our company…” on page 12.  Ensure in future filings that
the marked version reflects accurately where revisions are made and does not reflect
revisions where no revisions are made.

Management’s Discussion and Analysis of Financial Condition and Results of Operations
Critical Accounting Policies
Intangible Assets, page 32

4. We note your response to prior comment 12.  Please disclose and discuss the
circumstances that would require y ou to assess intangible assets for impairment other
than at an annual assessment.  Please also disclose and discuss how you determine the
fair value of intangible assets, including any key assumptions underlying your most
recent impairment analysis.  If yo u use discounted cash flows to determine fair value,
please disclose the time period when you assume positive cash flows.

Kure Corp., page 39; NuGene International, Inc., page 39

5. Advise what consideration you have given to filing the license agreements with Kure
Corp. and NuGene International, Inc. as exhibits to the registration statement.  See
Item 601(b)(1 0) of Regulation S -K.  We note that these agreements are also
referenced in the consulting agreements that you have with Kure and NuG ene
International , which are filed as Exhibi ts 10.26 and 10.27.   Please also ensure that
upon filing these license agreemen ts that  you include all exhibits.

Encore Endeavor 1 (EE1), page 40

6. We note your response and revisions made to disclosure in response to comment 14
in our March 8, 2017 letter.  In the sixth paragraph under this subheading, please
elaborate on the basis for your characterization of why your contractual agreements
with BMG Rights Management are “expected ,” the current status of any such
agreements, and their general nature.  If true, please also clarify that there can be no
assurance that you will be suc cessful in actually entering in to any of the expected
agreements.

Mr. Martin A. Sumichrast
Level Brands, Inc.
May 18 , 2017
Page 3

 7. Please tell us what consideration you have given to filing the March 2017 agreement
between EE1 and Multi -Media Productions, which is briefly described on page 40, as
an exhibit to the regist ration statement.

Representatives’ Warrants, page 62

8. We note your response to comment 23 of our March 8, 2017 letter, including your
statement that you are not registering the representatives’ warrants  but only the
common stock underlying the warrants.  Please revise  your fee table to clarify this  as
it currently suggests you are also registering the issuance of the warrants.

Consolidated Financial Statements

Consolidated Statements of Cash Flows, pages F -3 and F -4

9. Please explain the “non -controlling i nterest transfer .”

Note 4 – Convertible Promissory Notes, page F -8

10. We note the additional disclosures that you provide regarding the $2,125,000 of 8%
convertible promissory notes and warrants which you issued in October 2016;
however, it remains unclear to us how you considered if the notes include a beneficial
conversion feature.  As indicated in prior comment 31, please specifically address the
per share conversion terms of the notes relative to the per share cash price paid for
your stock in the most r ecent private placement that occurred in fiscal year 2016.

Note 11 – Subsequent Events, page F -12

11. We note your response to prior comment 31 regarding your acquisition of a 51%
interest in IM'1 in exchange for 583,000 shares of common stock and your acqui sition
of a 51% interest in EE1 in exchange for 283,000 shares of common stock.  Please
address the following in your updated financial statements:

 Disclose how you determined the number of shares that you issued and how
you determined the fair value of t he shares you issued, including how that fair
value compares to prior fair value determinations and to the estimated offering
price;

 Quantify and disclose the specific nature of the assets that you acquired as the
result of each transaction and explain ho w the assets will be accounted for;
and

Mr. Martin A. Sumichrast
Level Brands, Inc.
May 18 , 2017
Page 4

  Tell us each transferor ’s historical cost basis, determined under GAAP, for the
assets acquired and explain your consideration of the requirements of SAB
Topic 5G.

Note 2 – Intangible Assets, page F -25

12. We note you r response to prior comment 27.  Please disclose the amount and nature
of the consideration that you paid to acquire certain assets from BPUNY, including
how you determined the percent to be retained by the non -controlling interest and the
fair value of th eir interest.  If the consideration did not include cash, please tell us the
transferors’ historical cost basis, determined under GAAP, for the assets acquired and
explain your consideration of the requirements of SAB Topic 5G.  Please also explain
the app ropriateness of reflecting a non -controlling interest related to an asset
acquisition.

Undertakings , page II -4

13. We note your response to comment 33 of our March 8, 2017 letter.  While the firm
commitment offering of common stock may be conducted under Rul e 430A, the
offering of shares underlying the warrants appears to fall within the scope of Rule
430C.  Please include the undertaking required by Item 512(a)(5)(ii) of Regulation S -
K, which would relate to any other prospectuses filed in connection with th at portion
of the offering .

Exhibit 10.15

14. As requested in comment 35 in our March 8, 2017 letter, please refile Exhibit 10.15
in its entirety.

Exhibit 23.1

15. Please file an independent auditor’s consent with your initial public filing.

Mr. Martin A. Sumichrast
Level Brands, Inc.
May 18 , 2017
Page 5

 You may contact Melinda J. Hooker , Staff Accountant, at (202) 551 -3732  or
Anne M. McConnell , Staff Accountant , at (202) 551 -3709  if you have questions about
comments on the financial statements and related matters.  You may contact Edward M.
Kelly, Special Counsel, at (20 2) 551 -3728 or me at (202) 551 -3765 if you have any other
questions .

Very truly yours ,

      /s/ Pamela A. Long

      Pamela A. Long
      Assistant Director
      Office of Manufacturing and Construction

cc: Via E -mail
 Brian A. Pearlman, Esq.
 Charles B. Pearlman, Esq.
 Pearlman Law Group LLP
 2200 Corporate Boulevard, N.W., Suite 210
 Boca Raton, FL 33431

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549 -4631

       DIVISION OF
CORPORATION FINANCE

  Mail Stop 4631

March  8, 2017

Via E-Mail
Mr. Martin A. Sumichrast
Chairman, Chief Executive Officer , and President
Level Brands, Inc.
4521 Sharon Road, Suite 450
Charlotte, NC 28211

Re: Level Brands, Inc.
Draft Registration Statement
Submitted February 10 , 2017
  CIK  No. 0001644903

Dear Mr. Sumichrast :

We reviewed your draft registration statement and have the following comments.
In some of our comments we may ask you to provide us information so that we may
better understand your disclosure.

Please respond to this letter by providing the requested information and either
submitting an amended draft registration statement or public ly filing your registration
statement on EDGAR.  If you do not believe that our comments apply to your facts and
circumstances or do not believe that an amendment is appropriate, please tell us why in
your response.

After reviewing the information you pro vide in response to these  comments  and
your amended draft registration statement or filed registration statement,  we may have
additional comments.

General

1. Please provide updated interim financial statements and related information as
required by Rule 8-08 of Regulation S -X.

2. Provide us copies of any artwork that you intend to use as soon as possible for our
review.  Since we may have comments on these materials, you may wish to consider
waiting for comments before printing and circulating any artwork.

Mr. Martin A. Sumichrast
Level Brands, Inc.
March 8, 2017
Page 2

 3. Provide us copies of all written communications as defined in Rule 405 under the
Securities Act that you or anyone authorized to do so on your behalf present to
potential investors in reliance on Section 5(d) of the Securities Act, whether or not
they ret ain copies of the communications.   Similarly, provide us any research reports
about you that are published or distributed in reliance upon Section 2(a)(3) of the
Securities Act added by Section 105(a) of the Jumpstart Our Business Startups Act by
any broke r or dealer that is participating or will participate in your offering.

Registration Statement’s Facing Page

4. The EDGAR system indicates that your primary standard industrial code number is
2844 and not 2300.  Please revise.

Prospectus’ Outside Front Cover P age

5. Your fee table suggests that you are registering the offering of underwriters’ warrants
and the underlying common stock.  Please revise your cover page to state that you are
also offering warrants to the underwriters as well as the number of sh ares of common
stock underlying the warrants.

Prospectus Summary, page 5

6. In the last paragraph on page 5, you describe your business model as utilizing a
“disruptive approach in the marketplace .”  Please elaborate on what about yo ur
business model is dis ruptive  as you have explained the meaning of that term.

7. In the first paragraph on page 6, please explain what you mean when you say that you
are a “branding and marketing” company.  From disclosure throughout the
prospectus, it appears that you develop an d sell hair products, and that you would like
to expand into men’s products and entertainment.   Please clarify.

Summary Historical Financial Data, page 10

8. We note footnote (1) related to the pro forma as adjusted disclosures indicates that
you are giving pro forma effect  to the 1:5 reverse stock split that occurred on
December 5, 2016.  However, we also note disclosures on page 3 and in the
consolidated financial statements that indicate all share and per share information in
your filing appropriately give effect to the 1 :5 reverse stock split.  Please correct
footnote (1).  Please also correct related pro forma disclosures under capitalization on
page 26 and dilution on page 27.

Our chief executive officer was recently appointed…and is involved in other businesses
that c an impact his time devoted to our company, page 11

Mr. Martin A. Sumichrast
Level Brands, Inc.
March 8, 2017
Page 3

 9. Disclosure that Mr. Martin A. Sumichrast’s involvement in other businesses could
impact his time and attention to the company’s business appears inconsistent with
disclosure on page 1 of his employment ag reement filed as exhibit 10.9 to the
registration statement that he is to devote “substantially” all of his business time and
attention to the company’s business and affairs.  Please reconcile the disclosures.

Results of Operations, page 30

10. We note that sales for fiscal 2016 primarily consisted of the following products:  The
Iron (approximately 21% of revenues), Fearless (approximately 5% of revenues),
Fierce (approximately 5% of revenues), and five other products each at approximately
4% of revenues.  P lease identify what makes up the remaining 49% of fiscal 2016
sales.

Liquidity and Capital Resources, page 31

11. Based on your working capital deficit and negative operating cash flows, please more
fully disclose and discuss known trends or demands and comm itments that will or are
reasonably likely to result in liquidity materially increasing or decreasing.  Please also
more fully disclose and discuss the actions that you have taken or intend to take to
remedy the current deficiencies .

Critical Accounting Policies, page 32

12. Please disclose and discuss the critical accounting policies and estimates that required
significant management judgement.  It appears to us, at a minimum, that you should
enhance your disclosures related to sales returns and al lowances and intangible assets.

Product Development, page 36

13. We note that your products are conceptualized in -house and that formulas are
developed utilizing the services of third party contractors.  Please provide an estimate
of the amount spent during each of t he last two fiscal years on rese arch and
development activities  as required by Item 101(h)(4)(x) of Regulation S -K.

Encore Endeavor 1 (EE1), page 40

14. Elaborate on your contractual agreements with Bertelsmann Music Group.
Additionally, advise what conside ration you have given to filing the contractual
agreements as exhibits to the registration statement.  See Item 601(b)(10) of
Regulation S -K.

Mr. Martin A. Sumichrast
Level Brands, Inc.
March 8, 2017
Page 4

 Management, page 43

15. If applicable, describe any of the events specified in Item 401(f) of Regulation S -K
that oc curred during the past 10 years and that are material to an evaluation of the
ability or integrity of any director, person nominated to become a director, or
executive officer.

Our History, page 42

16. In the second paragraph of this section, where you discu ss the acquisition of Beauty
& Pin -Ups, please clarify, if true, that the 12% and 10% membership interests that
you issued to Mr. Priel Maman and Sigan Industries Group were membership
interests of your subsidiary, Beauty & Pin -Ups, LLC rather than interes ts in Level
Brands.

Directors and Executive Officers, page 43

17. In the biographical paragraph of Mr. Martin A. Sumichrast, describe briefly his
business experience during the past five years.  See Item 401(e)(1) of Regulation S -K.

Director Nominees, page 44

18. File the consent of each director nominee as an exhibit to the registration statement.
See Rule 438 of Regulation C under the Securities Act.  To the extent that any of the
nominees have become directors of the company by the time that you amend your
registration statement, please update your disclosure accordingly.

Corporate Governance and Nominating Committee, page 48

19. Specify the two directors beginning in March 2017 whom the board of directors
determines are independent within the meaning of Rule 5605 of the NASDAQ
Marketplace Rules.

Certain Relationships and Related Party Transactions, page 54

20. In the first paragraph, please clarify that you have disclosed all transactions in which
the amount involved exceeds the lesser of $120,000 and 1% of your  average of your
total assets at year -end for the last two completed fiscal years.  Based on your audited
balance sheet, this appears to require disclosure of related party transactions where
the amount involved is $17,230 or more.  Please see Item 403(d)( 1) to Regulation S -
K.

Mr. Martin A. Sumichrast
Level Brands, Inc.
March 8, 2017
Page 5

 Transactions with Affiliates  of Mr. Shriver, page 55

21. In the first bullet point relating to Best Buddies International, please clarify whether
the charitable contribution that you have made and are required to make is in the form
of cash or stock.  Please also file a copy of this agreement as an exhibit to the
registration statement.

Transactions with affiliates of G. Tyler Runnels . . . , page 55

22. In the second bullet point under this subheading, please clarify whether you will be
required to pay any “tail fee” on the proceeds of this offering to T.R. Winston & Co.

Representatives’ Warrants, page 62

23. We note that your fee table includes representative’s warrants and underlying
common stock.  In your discussion of registration rights  in this section, please clarify
whether you are currently registering the issuance of the representative’s warrants and
underlying common stock in satisfaction of any registration rights held by the
representative.

Consolidated Balance Sheets, page F -2

24. Given the significance of your line of credit and the related interest payable, please
revise the related balance sheet line items to indicate that they are due to a related
party.

Note 1 – Organization and Summary of Significant Accounting Policies, Reve nue
Recognition, page F -8

25. Please disclose when risk of loss and title to products are transferred to your
customers.

26. We note your disclosure that you allow customers to return unsold products if and
when they meet certain established criteria as set forth in company trade terms.
Please more fully explain the specific nature of the criteria and how you considered
them in your revenue recognition policy.  Please specifically address the account
receivable payment terms related to your significant custo mer, including if its
payments to you are in any way contingent on its sale of your products to its
customers.  In addition, due to your reliance on a significant customer during fiscal
2016 and your lack of material historical sales data, please more full y explain how
and why you believe that you are reasonably able to estimate sales returns and
allowances.

Mr. Martin A. Sumichrast
Level Brands, Inc.
March 8, 2017
Page 6

 Note 2 – Intangible Assets, page F -12

27. In regard to the transaction with BPUNY, please more fully address the following:

 Indicate who controlled BPUN Y, including if they are/were a related party;

 Explain how you determined that you did not acquire a business for which
additional historical and pro forma financial statements could be required
pursuant to Rules 8 -04 and 8 -05 of Regulation S -X;

 Identify  the specific nature and amount of any intangible assets in addition to
the trademark that you acquired; and

 Explain the specific nature of the trademark that you acquired, how you
determined its fair value, and how you determined that it has an indefinit e life.

Note 3 – Inventory, page F -12

28. It is not clear to us why it is appropriate to include prepaid inventory, which appears
to be essentially a deposit, in your tabular disclosures of inventory components or
why you identify both the first and last lin es in your tabular disclosures as finished
goods.  Please clarify or revise.

Note 6 – Related Party Transactions, page F -13; Note 7 – Shareholders’ Equity, page F -
14

29. We note several transactions where shares were issued for services, charitable
contribut ions, or to satisfy obligations.  Please disclose how you valued shares that
you issued for services, charitable contributions, and obligations.

Note 13 – Subsequent Events, page F -20

30. Please indicate the date through which subsequent events were evaluated.  Please also
disclose whether that date is the date that the financial statements were issued or
available to be issued.  Refer to ASC 855 -10-50-1.

31. In your updated financial statemen ts, please ensure your disclosures adequately
disclose and discuss your accounting for the following transactions:

 The issuance of $2,125,000 8% convertible promissory n otes and warrants,
including your consideration of whether the notes include a benefic ial
conversion feature.  In this regard, we note the conversion terms relative to the
per share cash price for common stock during fiscal 2016;

Mr. Martin A. Sumichrast
Level Brands, Inc.
March 8, 2017
Page 7

  The acquisition of a 51% ownership in IM1 in exchange for 583,000 shares of
common stock, including to whom the shares were issued , how they were
accounted for, and whether additional historical and pro forma financial
statements are required pursuant to Rules 8 -04 and 8 -05 of Regulation S -X;
and

 The acquisition of a 51% ownership in EE1 in exchange for 283,000 sh ares of
common stock, including to whom the shares were issued , how they were
accounted for, and whether additional historical and pro forma financial
statements are required pursuant to Rules 8 -04 and 8 -05 of Regulation S -X.

Recent Sales of Unregistered Securities, page II -2

32. State the value of the shares of common stock issued to EE1 Holdings, LLC and IM1
Holdings, LLC in January 2017 as consideration for the purchase of Class A
membership interests.  See Item 701(c) of Regulation S -K.

Undertakings, page II -4

33. Provide the undertaking required by Item 512(a)(5)(ii) of Regulation S -K.

Index to Exhibits, page II -7

34. Revise the caption to exhibit 10.7 to reflect that the termination agreement dated
September 30, 2016 is by and between Siskey Capital, LLC and Level Beauty Group,
Inc.

Exhibits 10.15, 10.20, and 10.21

35. You did not file all attachments to the exhibits.   For example, refer to exhibit A of
exhibi t 10.15, exhibit B to exhibit 10.20, and exhibit B to exhibit 10.21.  Unlike Item
601(b)(2) of Regulation S -K, there is no provision in Item 601(b)(10) of Regulation
S-K for omitting an attachment to an exhibit.  Please refile the exhibits in their
entirety with all attachments.

Mr. Martin A. Sumichrast
Level Brands, Inc.
March 8, 2017
Page 8

 You may contact Melinda J. Hooker , Staff Accountant, at (202) 551 -3732  or
Anne M. McConnell , Staff Accountant , at (202) 551 -3709  if you have questions about
comments on the financial statements and related matters.  You may contact Edward M.
Kelly, Special Counsel, at (202) 551 -3728 or me at (202) 551 -3765 if you have any ot her
questions .

Very truly yours ,

      /s/ Pamela A. Long

      Pamela A. Long
      Assistant Director
      Office of Manufacturing and Construction

cc: Via E -mail
 Brian A. Pearlman, Esq.
 Charles B. Pearlman, Esq.
 Pearlman Law Group LLP
 2200 Corporate Boulevard, N.W., Suite 210
 Boca Raton, FL 33431