SecProbe.io

January 22, 2020
Lorenzo Barracco
Chairman and CEO
Mystic Holdings, Inc.
4145 Wagon Trail Avenue
Las Vegas, NV 89118
Re:Mystic Holdings, Inc.
Amendment No. 2 to Offering Statement on Form 1-A
Filed January 3, 2020
File No: 024-11093
Dear Mr. Barracco :
            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 October 18, 2019 letter.
Amendment No. 2 to Form 1-A
Cover Page
1.Please revise the third paragraph to note potential uncertainties concerning your ability to
complete the share exchange, conduct an IPO in Canada, and obtain a Canadian Securities
Exchange listing. With respect to the share exchange, revise to highlight the irrevocable
proxy that investors must give in order to subscribe to this offering and indicate, if true,
that U.S. investors would receive a special class of common stock that would be different
from the class of shares that the merged company would seek to list on the Canadian
Securities Exchange.

 FirstName LastNameLorenzo Barracco
 Comapany NameMystic Holdings, Inc.
 January 22, 2020 Page 2
 FirstName LastName
Lorenzo Barracco
Mystic Holdings, Inc.
January 22, 2020
Page 2
Our Company, page 1
2.Please revise to explain and provide support for the following product claims made on
pages 1 through 3:
•consumers are provided with a "clean and effective product";
•you mass produce "medically precise" cannabis products; and
•you are best known for your "medically precise homogenization" of edibles.
Our Proposed Expansion of a Retail Channel and Planned Dispensaries, page 3
3.Please revise to clarify whether you will rely on offering proceeds to close one or both
acquisitions. Also indicate whether you would purchase one of the two dispensaries if you
were to raise less than a certain dollar amount and identify such dispensary.
4.Please revise to explain where you are in the planning stages for the Convention Center
Drive Dispensary.  In particular, revise to indicate whether you own or lease the land for
the dispensary and discuss the funding needed to build a mega-dispensary.  To the extent
that you do not have funding or agreements in place to build such facility, please also
explain to us why you believe it is appropriate to highlight plans for this dispensary in the
Offering Summary.
Selected Risks Associated with Our Business, page 5
5.Please revise to highlight risks relating to the regulation and legal status of your products
under the Controlled Substances Act of 1970.
The Share Exchange Transaction, page 8
6.Please disclose the date by which Qualcan Canada must achieve public trading status to
avoid triggering the issuance of warrants to purchase shares of Mystic common stock.
7.Please revise your disclosure in the first paragraph on page 8 to explain how the two
classes of shares are "essentially identical."  With reference to Schedule C and page 10 of
the Share Exchange Agreement, also discuss the "special rights and restrictions"
applicable to the Class A common shares to be held by U.S. shareholders.  Also briefly
discuss why it would be important for Qualcan Canada to maintain foreign private issuer
status.
Our Business
Employees, page 46
8.With reference to your disclosures on F-14 and F-29, please disclose the number of leased
employees and explain the terms of your agreements with entities affiliated with your
executive officers and directors.

 FirstName LastNameLorenzo Barracco
 Comapany NameMystic Holdings, Inc.
 January 22, 2020 Page 3
 FirstName LastName
Lorenzo Barracco
Mystic Holdings, Inc.
January 22, 2020
Page 3
Executive Compensation, page 53
9.Please update the executive compensation section to include information for the fiscal
year ended December 31, 2019.
8% Convertible Debentures, page 57
10.Please revise Part I, Item 6 and Part II, Items 12 and 13 to reflect your 2019 Private
Placements.
Balance Sheet, page F-4
11.Please revise to present current maturities of long-term debt within current liabilities.
12.We note the financial statements for the years ended December 31, 2018 and 2017 have
been restated.  Please disclose on the face of the financial statements that they have been
restated, and disclose in a note the nature and amounts of the restatements as required by
paragraph 7 of ASC 250-10-50.
Note 17 Subsequent Events, page F-19
13.We read that you have evaluated subsequent events through December 28, 2019.
However, your report is dated December 30, 2019.  Please explain to us and clarify in the
filing why you did not evaluate subsequent events through the date of your audit report.
14.Please disclose the nature of the purchase price for the two acquisitions (e.g. cash, note
receivable, stock).
Supplemental Information, page F-21
15.Please explain the nature and components of the expense item “280E Allocation”.
Financial Statements of Mystic Holdings for the Six Months Ended 6/30/19, page F-24
16.In the statement of cash flows for June 30, 2019, revise the amount of cash at the
beginning of the year to agree with the balance sheet at December 31, 2018.
Unaudited Pro Forma Financial Information, page F-83
17.We see the pro forma information is presented as though the two business acquisitions
were a pooling of interests.  However, you have acquired two separate businesses that are
distribution facilities, each of which should be accounted for as a business acquisition.
Please revise to present the acquisitions of two businesses in accordance with Article 11
of Regulation S-X.  Present separate pro forma adjustments to reflect the purchase
accounting for each acquisition, and explain each adjustment in a footnote. See Item
(b)(7)(iv) of Part F/S.

 FirstName LastNameLorenzo Barracco
 Comapany NameMystic Holdings, Inc.
 January 22, 2020 Page 4
 FirstName LastName
Lorenzo Barracco
Mystic Holdings, Inc.
January 22, 2020
Page 4
18.Please revise to present a pro forma income statement for the periods required by Rule 8-
05 of Regulation S-X, which would include the year ended December 31, 2018.
Exhibits
19.Please file the letter of intent referenced on page 8.
General
20.Please give us your analysis on whether Qualcan Canada should be listed as a co-issuer in
this offering given the relationship between Mystic Holdings and Qualcan Canada. To this
end we note that (i) the Share Exchange Agreement was executed and (ii) Qualcan Canada
extended a non-interest bearing bridge loan to fund your interim working capital and
transaction expenses. In responding to this comment, please also address Section 9 of the
Subscription Agreement, as discussed in Comment 21 below.
21.Please provide us with your analysis as to whether this offering also represents the offer
and sale of the Qualcan Canada shares to be issued in connection with the Share Exchange
to investors in this offering. We note that by executing the subscription agreement
investors in this offering appear to be agreeing to be irrevocably bound to exchange the
Mystic Holding shares they are purchasing for the Qualcan Canada shares to be issued in
connection with the Share Exchange.  See Section 9 of the draft Subscription Agreement.
As such, investors appear to be making an investment decision at the time of entry into the
subscription agreement as to both the Mystic Holdings shares and the Qualcan Canada
shares.
22.Please tell us what exemption from registration Qualcan Canada intends to use for the
Share Exchange. Per the Share Exchange Agreement, it appears that Rule 506(b) of
Regulation D is proposed. As it is likely you will have more than 35 non-accredited
investors following the completion of this offering, please tell us how 506(b) would be
available for the Share Exchange. In responding to this comment, please address the
availability of the Rule 506(b) exemption in light of Comment 21 above.
23.You indicate that Qualcan Canada intends to have two classes of shares and that this dual
class structure is “designed to maintain the ‘foreign private issuer’ status of Qualcan
Canada.” Please provide us with your analysis on how Qualcan Canada will be a foreign
private issuer following the Share Exchange.

 FirstName LastNameLorenzo Barracco
 Comapany NameMystic Holdings, Inc.
 January 22, 2020 Page 5
 FirstName LastName
Lorenzo Barracco
Mystic Holdings, Inc.
January 22, 2020
Page 5
            You may contact Jeanne Bennett at (202) 551-3606 or Terence O'Brien at (202) 551-
3355 if you have questions regarding comments on the financial statements and related
matters.  Please contact Christopher Edwards at (202) 551-6761 or Joseph McCann at (202) 551-
6262 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Spencer G. Feldman, Esq.