Request
for Withdrawal of Registration Statement on Form S-3 (File No.
333-226854)
Ladies
and Gentlemen:
Pursuant to Rule
477 under the Securities Act of 1933, as amended (the
“Securities
Act”), Level Brands, Inc. (the “Registrant”) hereby
respectfully requests that the U.S. Securities and Exchange
Commission (the “Commission”) consents to
the withdrawal, effective as of the date hereof, of the
Registrants’ Registration Statement on Form S-3 (File No.
333-226854) filed with the Commission on August 15, 2018, together
with all exhibits thereto (collectively, the “Registration Statement”).
No securities have been issued or sold under the Registration
Statement. The Registration Statement has not been declared
effective by the Commission.
The
Registrant is requesting withdrawal of the Registration Statement
because as the Registrant has determined it is not presently
eligible to file a registration statement on Form S-3. The
Registrant expects to refile a similar registration statement on
Form S-3 following the date on which it is eligible to make such
filing.
The
Registrant also respectfully requests, in accordance with Rule
457(p) under the Securities Act, that all fees paid to the
Commission in connection with the filing of the Registration
Statement be credited to the account of the Registrant for future
use.
Thank
you for your assistance with this request. If you have any
questions or require any further information, please contact Brian
A. Pearlman, Esq., Pearlman Law Group LLP at (954)
880-9484.
Sincerely,
Level
Brands, Inc.
By:
/s/ Mark S.
Elliott
Mark S.
Elliott
Chief
Financial Officer and Chief Operating Officer
Dates Referenced Herein and Documents Incorporated by Reference
