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Correspondence 0001104659-22-126605 from MDJM LTD (UOKA, UOKAF) (CIK 0001741534) (UOKA)

MDJM LTD (UOKA, UOKAF) (CIK 0001741534)
Date: Dec. 13, 2022 · CIK: 0001741534 · Accession: 0001104659-22-126605

Financial Reporting Regulatory Compliance Offering / Registration Process

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File numbers found in text: 333-261347

Referenced dates: December 6, 2022

Date
December 13, 2022
Author
/s/ Siping Xu
Form
CORRESP
Company
MDJM LTD (UOKA, UOKAF) (CIK 0001741534)

Letter

MDJM LTD

December 13, 2022

Via EDGAR

Division of Corporation Finance

Office of Real Estate & Construction

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C., 20549

Attention: James Lopez

Ruairi Regan

Re: MDJM LTD

Amendment No. 5 to Registration Statement on Form F-3

Filed November 8, 2022

File No. 333-261347

Ladies and Gentlemen:

This letter is in response to the letter dated December 6, 2022 from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) addressed to MDJM LTD (the “Company,” “we,” and “our”). For ease of reference, we have recited the Commission’s comments in this response and numbered them accordingly. An amended Registration Statement on Form F-3 (the “Amended Registration Statement No. 6”) is being filed to accompany this letter.

Selected Condensed Consolidating Financial Schedule, page 14

1. Please revise your Selected Condensed Consolidating Financial Schedules to include a Consolidating Statement of Operations and Comprehensive Income (Loss) for the six month period ended June 30, 2021.

In response to the Staff’s comments, we revised our disclosure on page 15 of the Amended Registration Statement No. 6 to include a Consolidating Statement of Operations and Comprehensive Income (Loss) for the six-month period ended June 30, 2021.

We appreciate the assistance the Staff has provided with its comments. If you have any questions, please do not hesitate to call our counsel, Ying Li, Esq., of Hunter Taubman Fischer & Li LLC, at (212) 530-2206.

Very truly yours,
/s/ Siping Xu

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CORRESP
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MDJM LTD

December 13, 2022

Via EDGAR

Division of Corporation Finance

Office of Real Estate & Construction

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C., 20549

    Attention:
    James Lopez

    Ruairi Regan

    Re:
    MDJM LTD

    Amendment No. 5 to Registration Statement on Form F-3

    Filed November 8, 2022

    File No. 333-261347

Ladies and Gentlemen:

This letter is in response to the letter dated
December 6, 2022 from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”)
addressed to MDJM LTD (the “Company,” “we,” and “our”). For ease of reference, we have recited the
Commission’s comments in this response and numbered them accordingly. An amended Registration Statement on Form F-3 (the “Amended
Registration Statement No. 6”) is being filed to accompany this letter.

Selected Condensed Consolidating Financial
Schedule, page 14

1. Please revise your Selected Condensed Consolidating
Financial Schedules to include a Consolidating Statement of Operations and Comprehensive Income (Loss) for the six month period ended
June 30, 2021.

In response to the Staff’s comments, we
revised our disclosure on page 15 of the Amended Registration Statement No. 6 to include a Consolidating Statement of Operations and Comprehensive
Income (Loss) for the six-month period ended June 30, 2021.

We appreciate the assistance the Staff has provided
with its comments. If you have any questions, please do not hesitate to call our counsel, Ying Li, Esq., of Hunter Taubman Fischer &
Li LLC, at (212) 530-2206.

Very truly yours,

    /s/ Siping Xu

    Name:
    Siping Xu

    Title:
    Chief Executive Officer, Chairman of the Board of Directors, and Director

    cc:
    Ying Li, Esq.

    Hunter Taubman Fischer & Li LLC