Withdrawal of Registration Statement (rw)
15 March 2018 - 6:02AM
Edgar (US Regulatory)
March
14, 2018
Securities
and Exchange Commission
Division of Corporation Finance
100 F. Street, N.E.
Washington, DC 20549
Attention: Julie Griffith
J. Nolan McWilliams
Re:
Withdrawal of Registration Statement on Form S-1 (File No. 333-220816)
Ladies
and Gentlemen:
In
accordance with the provisions of Rule 477 of the Securities Act of 1933, as amended (the “
Securities Act
”),
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. 333-220816), together with all exhibits and amendments 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 October 4, 2017. 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 requests that, in accordance with Rule 457(p) under the Securities
Act, all fees paid to the Commission in connection with the filing of the Registration Statement be credited for future use.
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 Co.
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By:
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/s/
Wayne E. Harding
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Wayne
E. Harding
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Two
rivers water and farming comany
3025
S parker rd. ste 140, aurora co 80014
T
+1 303 222-1000 F +1 303 845-9400. 2riverswater.com
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