503 North Main Street, Suite 740
Pueblo, CO 81003
July 12, 2016
Pamela A. Long
Office of Manufacturing and Construction
Division of Corporation Finance
Securities and Exchange Commission
Washington, D.C. 20549-4631
|Amended Registration Statement on Form S-1|
|Filed July 1, 2016|
|File No. 333-207889|
Dear Ms. Long,
This letter is provided in response to your letter dated July 11, 2016 (the “Comment Letter”) regarding the above-referenced submission of GrowGeneration Corp. (the “Company”). The Company’s response is set forth below to the item noted by the staff in the Comment Letter. Please note that for the convenience of the reader, the words “we,” “us,” “our,” and similar terms used in the response below refer to the Company.
As of the same date of this letter, the Company is also submitting Amendment No. 4 (the “Amendment”) to the above-referenced Registration Statement on Form S-1 (the “Registration Statement”) in order to make revisions pursuant to the Comment Letter.
1. Please revise the consent to reflect the date of the auditors’ report, which has been changed to June 30, 2016.
Pursuant to your comment, we are filing a revised auditors’ consent as Exhibit 23.1 to the Amendment to reflect the correct date of the auditors’ report.
Thank you for your attention to this matter.
|/s/ Darren Lampert|
|Chief Executive Officer|
|cc:||Mitchell Lampert, Esq.|
Robinson + Cole LLP
1055 Washington Boulevard
Stamford, CT 06901