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.
 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,

FirstName LastNameMark S. Elliott                         Division of
Corporation Finance
                                                          Office of
Manufacturing and
Comapany NameLevel Brands, Inc.
                                                          Construction
February 28, 2019 Page 2
cc:       Brian Pearlman
FirstName LastName