November 20, 2020
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Attn: Tonya K. Aldave
| Re: | PotNetwork Holdings, Inc. Registration Statement on Form S-1 Filed November 5, 2019 File No. 333-233585 |
Ladies and Gentlemen:
On August 30, 2019, PotNetwork Holdings, Inc. (the “Company”) initially filed Registration Statement No. 333-233585 on Form S-1 (together with the exhibits and amendments thereto, the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”).
Pursuant to Rule 477 under the Securities Act of 1933, as amended (the “Securities Act”), the Company hereby requests that the Commission consent to the withdrawal of the Registration Statement effective as of the date hereof. The Company is seeking withdrawal of the Registration Statement because it no longer wishes to conduct a public offering of securities at this time. The Registration Statement has not been declared effective by the Commission and no securities have been issued or sold under the Registration Statement. Based on the foregoing, the Company submits that the withdrawal of the Registration Statement is consistent with the public interest and the protection of investors, as contemplated by Rule 477(a).
The Company acknowledges that no refund will be made for fees paid to the Commission in connection with the filing of the Registration Statement. However, in accordance with Rule 457(p) under the Securities Act, the Company requests that all fees paid to the Commission in connection with the filing of the Registration Statement be credited for future use.
If you have any questions, please contact the Company’s legal counsel, Jonathan Leinwand, at (954) 903-7856.
| Very truly yours, |
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POTNETWORK HOLDINGS, INC. | |||
| By: | /s/ Lee Lefkowitz | ||
| Name: | Lee Lefkowitz | |
Title: | CEO | ||
