Withdrawal of Registration Statement (rw)
24 Agosto 2018 - 8:02AM
Edgar (US Regulatory)
Indoor
Harvest Corp
5300
East Freeway, Suite A
Houston,
Texas 77020
August
24, 2018
Via
EDGAR
U.S.
Securities and Exchange Commission
Division
of Corporation Finance
100
F Street, NE
Washington,
DC 20549
Re:
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Indoor
Harvest Corp
Request
for Withdrawal of Registration Statement on Form S-1 (Form RW) File No. 333-222754
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Ladies
and Gentlemen:
Indoor
Harvest Corp, a Texas corporation (the “Company”), hereby requests, pursuant to Rule 477 of the Securities Act of
1933, as amended (the “Securities Act”), the immediate withdrawal of its Registration Statement on Form S-1 (File
No. 333-222754), which was filed with the Securities and Exchange Commission (the “Commission”) on January 29, 2018
and amended by Amendment No. 1 on May 31, 2018, together with all exhibits thereto (collectively, the “Registration Statement”).
Pursuant
to a conversation with the Commission and our legal counsel, the Company has been requested by the Commission to withdraw the
Registration Statement (which was registering securities of an “equity line” financing arrangement) due to amendments
that were needed to the equity line and to the convertible promissory notes held by the holder of the equity line. The Company
was planning to file a new registration statement for the equity line, however, the Company has determined at this time not to
proceed with the equity line offering.
The
Company respectfully 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.
The
Company confirms that no securities included in the Registration Statement have been or will be distributed, issued or sold by
the Selling Stockholder named therein pursuant to the Registration Statement. Furthermore, there was no circulation of the Registration
Statement as the Registration Statement was not declared effective by the Commission.
If
you have any questions regarding the foregoing application for withdrawal, please contact the Company’s securities counsel,
Laura Anthony, Esq. of Legal & Compliance, LLC at (561) 514-0936 or lanthony@legalandcompliance.com.
Very
truly yours,
INDOOR HARVEST CORP
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By:
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/s/
Daniel Weadock
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Daniel
Weadock
Chief
Executive Officer
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Indoor Harvest (PK) (USOTC:INQD)
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