of Corporate Finance
States Securities and Exchange Commission
F Street, N.E.,
Smoke Cartel, Inc.
Application for Withdrawal
of Registration Statement on Form S-1 (File No. 333-223459)
December 27, 2018, Smoke Cartel, Inc. (the “Company”) filed a Registration Statement (the “Registration Statement)
on Form S-1 (File No. 333-229039) with the Securities and Exchange Commission (the “Commission”), which was amended
on Form S-1/A on May 17, 2019. The Company’s Registration Statement has not been further amended since that date.
to Rule 477(a) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), the Company hereby
requests the withdrawal of its Registration Statement on Form S-1 and all amendments thereto. The Company is requesting such withdrawal
as a result of the comment letter from the staff of the Commission requesting that the Company withdrawal the Registration Statement
in order to renegotiate the terms if its equity line. The Company confirms that no securities have been or will be distributed,
issued or sold pursuant to the Registration Statement or the prospectus contained therein. Furthermore, there was no circulation
of preliminary prospectuses in connection with the proposed transaction and the Registration Statement was not declared effective
by the Commission. The Company believes that withdrawal of the Registration Statement is consistent with the public interest and
the protection of investors, as contemplated by Rule 477(a) under the Securities Act. The Company 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 Company’s account to be offset against the filing fee for any future registration statement
or registration statements.
is our understanding that this application for withdrawal of the Registration Statement will be deemed granted as of the date
that it is filed with the Commission unless, within fifteen days after such date, the Company receives notice from the Commission
that this application will not be granted. If you have any questions regarding this request for withdrawal, please contact our
counsel, Scott Doney at (702) 982-5686.