Lang Michener LLP
BARRISTERS & SOLICITORS
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File Number: 57532-0018-General Documents
Web site: www.langmichener.com
Direct Line: (604) 691-7445
Direct Fax Line: (604) 893-2679
E-Mail: tdeutsch@lmls.com
January 26, 2006
Via EDGAR (Correspondence) and Delivered
Securities and Exchange Commission
Division of Corporation Finance
Mail Stop 3561
450 Fifth Street, N.W.
Washington, D.C.
U.S.A., 20549-0405
Attention: Mr.H. Christopher Owings, Assistant Director
Dear Mr. Owings:
Re:
Hemptown Clothing Inc. (the "Company")
Form 10-KSB for Fiscal Year Ended December 31, 2004
Forms 10-QSB for Fiscal Quarters Ended March 31, 2005, June 30 2005 and September 30, 2005
File No. 0-50367
Response to SEC Comment Letter dated December 30, 2005
We are counsel for the above-referenced Company and, as such, we acknowledge receipt, on behalf of the Company, of the Company's receipt of the comments of the reviewing staff (the "Staff") of the Securities and Exchange Commission (the "SEC") in connection with the Company's above-referenced financial statement disclosure documents (collectively, the "Financial Statements") as set forth in the SEC's comment letter dated December 30, 2005 (the "SEC Letter") in this matter.
In this regard we hereby confirm, on behalf of the Company, that while the Company is in the midst of addressing and answering each of the comments put forward by Staff in the SEC Letter, due to certain delays experienced to date by the Company in having to address Staff's comments in connection with each such Financial Statement, and with both the Company's current and previous independent auditors, the Company is hereby seeking a brief extension to the Staff's originally requested response date in this matter and, as a consequence thereof, we confirm that we are informed that the Company should be in a position to provide the SEC with a complete response to the SEC Letter together with, if necessary, complete and EDGAR-filed amended Financial Statement document disclosure, by no later than the close of business on Friday, February 10, 2006. Should the Company determine, prior to February 10, 2006, that any of the Staff's current comments remain outstanding by that date, we confirm that we are informed that the Company will still then respond to whatever it has been able to determine and confirm at that time.
On behalf of the Company we sincerely thank and appreciate the SEC's attention to and anticipated cooperation in this matter and, in the interim we remain, always,
Yours very truly,
Thomas J. Deutsch
forLang Michenerllp
TJD
ec: The Company