Withdrawal of Registration Statement (rw)
June 06 2018 - 6:02AM
Edgar (US Regulatory)
June
6, 2018
Securities
and Exchange Commission
Division of Corporation Finance
100 F. Street, N.E.
Washington, DC 20549
Attention: Sonia Bednarowksi
J. Nolan McWilliams
|
Re: Withdrawal
of Registration Statement on Form S-1 (File No. 333-222957)
Ladies
and Gentlemen:
In
accordance with the provisions of Rule 477 of the Securities Act of 1933, Two Rivers Water & Farming Company (the “
Registrant
”)
hereby requests that the Securities and Exchange Commission (the “
Commission
”) consent to the withdrawal
of the Registrant’s Registration Statement on Form S-1 (File No. 333-222957), together with all exhibits and the amendment
thereto (collectively, the “
Registration Statement
”), effective as of the date hereof or at the earliest
practicable date hereafter. The Registration Statement was originally filed with the Commission on February 9, 2018. The
Registrant submits this request for withdrawal as it does not intend to pursue the contemplated public offering of the securities
covered by the Registration Statement at this time.
The
Registrant confirms that no securities have been sold pursuant to the Registration Statement and that the Registration Statement
has not been declared effective by the Commission. The Registrant acknowledges that, in accordance with Rule 457 under the Securities
Act of 1933, the fees paid to the Commission in connection with the filing of the Registration Statement will not be refunded
to the Registrant.
Please
send copies of the written order granting withdrawal of the Registration Statement to the undersigned at Two Rivers Water and
Farming Company, 3025 S. Parker Road, Suite 140, Aurora, Colorado 80014, with a copy to the Registrant’s counsel, K&L
Gates LLP, Attn: Mark L. Johnson, 1 Lincoln Street, State Street Financial Center, Boston, Massachusetts 02111.
If
you have any questions with respect to this matter, please contact me.
Very
truly yours,
Two
Rivers Water and Farming Company
By:
|
/
s/
Wayne E. Harding
|
|
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Chief
Executive Officer
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