December 17, 2019

Chad Fischl
Chief Executive Officer
Grow Solutions Holdings, Inc.
222-111 Research Drive
Saskatoon, Canada SK S7N 3R2

       Re: Grow Solutions Holdings, Inc.
           Amendment No. 1 to Offering Statement on Form 1-A
           Filed December 5, 2019
           File No. 024-11107

Dear Mr. Fischl:

      We have reviewed your amended offering statement 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 this letter by amending your offering statement and
providing the
requested information. If you do not believe our comments apply to your facts
and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

       After reviewing any amendment to your offering statement and the
information you
provide in response to these comments, we may have additional comments. Unless
we note
otherwise, our references to prior comments are to comments in our November 25,
2019 letter.

Amendment No. 1 to Offering Statement on Form 1-A filed on December 5, 2019

Manufacturing Distribution and Marketing License and Trademark Agreement, page
35

1.    We note your response to prior comment 5. Please revise to give greater
prominence to
      your discussion of the conflicts of interest by and amongst the company,
its CEO, and
      FarmBoys Design Corp. Specifically, please add disclosure of potential
conflicts in the
      sections entitled Summary and Certain Relationships and Related Party
Transactions. In
      addition, please update your risk factor discussion to describe risks
related to your
      significant reliance on products and technology owned by Mr. Fischl and
FarmBoys.
      These risks may include, for example, the adverse affect on your
operations if Mr. Fischl
      and/or FarmBoys take steps to terminate, renegotiate, or otherwise limit
your rights,
 Chad Fischl
Grow Solutions Holdings, Inc.
December 17, 2019
Page 2
      including your assignment rights, under the Manufacturing Distribution
and Marketing
      License and Trademark Agreement.
2.    We note that you refer throughout the filing to your "licensed and
proprietary" products.
      Please revise to clarify whether the proprietary rights to your products
belong to your
      company or to third parties, such as Mr. Fischl and FarmBoys.
       You may contact Ta Tanisha Meadows at (202) 551-3322 or Donna Di Silvio
at (202)
551-3202 if you have questions regarding comments on the financial statements
and related
matters. Please contact Daniel Morris at (202) 551-3314 or Jacqueline Kaufman
at (202) 551-
3797 with any other questions.



                                                           Sincerely,
FirstName LastNameChad Fischl
                                                           Division of
Corporation Finance
Comapany NameGrow Solutions Holdings, Inc.
                                                           Office of Trade &
Services
December 17, 2019 Page 2
cc:       Andrew Coldicutt, Esq.
FirstName LastName