Withdrawal of Registration Statement (rw)
September 06 2019 - 1:04PM
Edgar (US Regulatory)
MCTC Holdings, Inc.
520 South Grand Avenue, #320
Los Angeles, CA 90071
September 6, 2019
Via Edgar
Securities and Exchange Commission
100 F Street NE
Washington, DC 20549
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RE:
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Application for Withdrawal of Registration Statement
filed on Form S-1/A filed by MCTC Holdings, Inc. on September 4, 2019
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SEC File No. 333-146404
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Ladies and Gentlemen:
Pursuant to Rule 477 promulgated under the
Securities Act of 1933, as amended, (the “Securities Act”), MCTC Holdings, Inc., a Delaware corporation (the “Company”),
hereby requests the immediate withdrawal of the Company's registration statement on Form S-1/A, which was filed with the Securities
and Exchange Commission (the “Commission”) on September 4, 2019 under File Number 333-146404 (together with all exhibits
thereto, the “Registration Statement”). The Registration Statement has not been declared effective by the Commission,
and no securities have been issued or sold under the Registration Statement.
The Company’s registration statement
on Form S-1/A was inadvertently filed using the wrong file number (333-146404). Following the withdrawal, the Company intends to
file an amendment to its Form S-1 registration statement using the correct file number (333-233462).
Should you have any questions regarding the
Registration Statement, please feel free to contact our legal counsel Tad Mailander at (619) 239-9034.
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Kind regards,
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/s/ Arman Tabatabaei
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Principal Executive Officer
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