December 2, 2019

Bradley Nattrass
Principal Executive Officer
urban-gro, Inc.
1751 Panorama Point, Unit G
Lafayette, CO 80026

       Re: urban-gro, Inc.
           Form 10-K for the Fiscal Year Ended December 31, 2018
           Filed April 1, 2019
           File No. 000-55966

Dear Mr. Nattrass:

       We have limited our review of your filing to the financial statements
and related
disclosures and have the following comments. In some of our comments, we may
ask you to
provide us with information so we may better understand your disclosure.

       Please respond to these comments within ten business days by providing
the requested
information or advise us as soon as possible when you will respond. If you do
not believe our
comments apply to your facts and circumstances, please tell us why in your
response.

       After reviewing your response to these comments, we may have additional
comments.

Form 10-K for the Fiscal Year Ended December 31, 2018

Controls and Procedures, page 26

1.    We note you concluded that your disclosure controls and procedures were
effective as of
      December 31, 2018 on page 26 which appears inconsistent with management's
conclusion
      on page 27 stating disclosure controls and procedures and internal
control over financial
      reporting were ineffective. Please revise your disclosure to remedy this
inconsistency in
      your conclusion as to whether or not disclosure controls and procedures
were effective.

2.    Please revise your disclosure to clarify the basis for your conclusion
that internal controls
      over financial reporting " . . . were ineffective, based in part on the
issues discussed
      above." Your disclosure should address any material weaknesses identified
describing the
      nature of the material weakness, its impact on financial reporting and
the control
      environment and your remediation plans, if any. Refer to Item 308 of
Regulation S-K.
 Bradley Nattrass
urban-gro, Inc.
December 2, 2019
Page 2


Audited Financial Statements
Note 2 - Summary of Significant Accounting Policies
Revenue Recognition, page F-10

3.       We note your disclosure within your Business Overview that revenue is
generated by
         designing and engineering automated systems for large commercial
facilities and
         delivering recurring consumable product sales and technology
integration. Please expand
         your accounting policy disclosure to enable users to understand the
nature, amount,
         timing and uncertainty of revenue and cash flows arising from your
contracts with
         customers as set forth in ASC 606-10-50. For example, please clarify
if your design and
         engineering services are pursuant to contracts in which services are
measured over time
         and how you recognize revenue. Further we note you previously
disclosed revenue
         disaggregated into two categories when ASC 606 was initially adopted
by the Company.
         Please revise to provide the disclosure required by ASC 606-10-50-5.
Please note that this
         comment also applies to Form 10-Q for the nine months ended September
30, 2019.
Note 6 - Investments, page F-13

4.       Please provide us a reconciliation for each of your investments, Edyza
and TGH, showing
         how you derived the carrying amount at December 31, 2018 and the
investment purchases
         in the amount of $861,649 reflected in the statements of cash flows
based on your
         disclosures in this footnote. This comment also applies to your Form
10-Q for the nine
         months ended September 30, 2019.
       In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.

       You may contact Donna Di Silvio at (202) 551-3202 or Bill Thompson at
(202) 551-3344
with any questions.



FirstName LastNameBradley Nattrass                           Sincerely,
Comapany Nameurban-gro, Inc.
                                                             Division of
Corporation Finance
December 2, 2019 Page 2                                      Office of Trade &
Services
FirstName LastName