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SEC Company Response from 22nd Century Group, Inc. (XXII) (CIK 0001347858) (XXII) — Mar 27, 2013

22nd Century Group, Inc. (XXII) (CIK 0001347858)
Date: March 27, 2013 · CIK: 0001347858 · Accession: 0001144204-13-017967

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File numbers found in text: 333-186449

Date
March 27, 2013
Author
Joseph Pandolfino
Form
CORRESP
Company
22nd Century Group, Inc. (XXII) (CIK 0001347858)

Letter

22nd Century Group, Inc.

9530 Main Street

Clarence, New York 14031

Tel.: 716-270-1523

March 27, 2013

Via EDGAR

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re: 22nd Century Group, Inc.

Registration Statement on Form S-1

Commission File No. 333-186449

Ladies and Gentlemen:

The undersigned registrant hereby requests, pursuant to Rules 460 and 461 under the Securities Act of 1933, as amended, that the effective date of the above captioned Registration Statement (File No. 333-186449), as amended by any pre-effective amendments thereto, be accelerated to:

4:00 P.M., EST, on March 29, 2013

or as soon as practicable thereafter.

The Company hereby acknowledges that:

· should the Commission or the Staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

· the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

· the Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

22nd Century Group, Inc.

By: /s/ Joseph Pandolfino

Joseph Pandolfino

Chief Executive Officer

Show Raw Text
CORRESP
1
filename1.htm

22nd Century Group, Inc.

9530 Main Street

Clarence, New York 14031

Tel.: 716-270-1523

March 27, 2013

Via EDGAR

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Re: 22nd Century Group, Inc.

Registration Statement on Form S-1

Commission File No. 333-186449

Ladies and Gentlemen:

The undersigned registrant hereby requests,
pursuant to Rules 460 and 461 under the Securities Act of 1933, as amended, that the effective date of the above captioned Registration
Statement (File No. 333-186449), as amended by any pre-effective amendments thereto, be accelerated to:

4:00 P.M., EST, on March 29, 2013

or as soon as practicable thereafter.

The Company hereby acknowledges that:

 · should the Commission or the Staff, acting pursuant to delegated authority,
declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

 · the action of the Commission or the Staff, acting pursuant to delegated
authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy
of the disclosure in the filing; and

 · the Company may not assert Staff comments and the declaration of effectiveness
as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

22nd Century Group, Inc.

By: /s/ Joseph Pandolfino

       Joseph Pandolfino

       Chief Executive Officer