March 13, 2020
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, DC 20549
| Re: | OriginClear, Inc. |
Amendment No. 1 to Offering Statement on Form 1-A
Filed March 6, 2020
File No. 024-11141
Ladies and Gentlemen:
On behalf of OriginClear, Inc. (the “Company”), please accept this letter as the Company’s response to the comments of the reviewing Staff of the Securities and Exchange Commission (the “Staff”) in connection with the above referenced submission as set forth in the comment letter of March 6, 2020.
Amendment No. 1 to Offering Statement on Form 1-A filed March 6, 2020
Incentives, page 10
| 1. | Please revise to disclose the marketing promotions you intend to offer to investors to encourage them to invest in your offering. |
Response:
The reference to the Company intending to offer marketing promotions has been removed from the offering statement.
| Very truly yours, | |
| /s/ Jeff Cahlon |
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