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.
 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,

FirstName LastNameMark S. Elliott                          Division of
Corporation Finance
                                                           Office of
Manufacturing and
Comapany NameLevel Brands, Inc.
                                                           Construction
February 4, 2019 Page 2
cc:       Brian Pearlman
FirstName LastName