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United States securities and exchange commission logo
November 23, 2020
Lorenzo Barracco
Chief Executive Officer
Mystic Holdings Inc.
4145 Wagon Trail Avenue
Las Vegas, Nevada 89118
Re:Mystic Holdings Inc.
Post-qualification Amendment No. 2 to Form 1-A
Filed November 6, 2020
File No. 024-11093
Dear Mr. Barracco:
            We have reviewed your amendment 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.
Post-Qualification Amendment No. 2 to Offering Statement on Form 1-A
Index to Consolidated Financial Statements, page F-1
1.Please revise to include the financial statements of Blum-Desert Inn for the years ended
December 31, 2018 and the six months ended June 30, 2019 pursuant to Part F/S of the
Form 1-A.
Mystic Holdings Financial Statements
Note 3: Summary of Significant Accounting Policies
Revenue Recognition, page F-33
2.It appears that you should have adopted ASC 606 pursuant to ASC 606-10-65-1b.  Please
revise the policy footnote herein.  In addition, you state on page F-64 in the MediFarm I
financial statements that you adopted ASC 606 effective January 1, 2018. However the
disclosure on page F-33 refers to ASC 605. Please revise accordingly.

 FirstName LastNameLorenzo Barracco
 Comapany NameMystic Holdings Inc.
 November 23, 2020 Page 2
 FirstName LastNameLorenzo Barracco
Mystic Holdings Inc.
November 23, 2020
Page 2
Note 20: Subsequent Events, page F-49
3.We note the stock split effected September 10, 2020. Please advise or revise your
document to provide the retroactive presentation reflecting the split as applicable as
required by ASC 260-10-55-12. For example, it would appear that certain information in
the audited December 31, 2019 and unaudited June 30, 2020 balance sheets and
statements of equity would need to be revised, as well as the information included in the
footnotes for short-term debt, long-term debt and convertible debentures.
Pro Forma Financial Information, page F-65
4.We note that several components of the historical information presented in the pro forma
balance sheet and pro forma income statement do not reconcile to the audited information
provided earlier in your document. For example:
•The first column for Mystic Holdings, Inc., in both the pro forma balance sheet and
pro forma income statement, does not reconcile to Mystic's audited balance sheet and
income statement on pages F-4 and F-5, respectively. Please advise, specifically
addressing the inclusion of the Investments in Subsidiaries line item in the pro forma
balance sheet, or revise accordingly.
•In the pro forma income statement, Total operating expenses and the Other income
line item in the column for MediFarm I LLC does not reconcile to MediFarm I's
audited income statement on page F-53, despite the fact that net income is the same
in both locations. Please advise or revise accordingly.
5.You state on page F-16 that Blum-Desert Inn was consolidated beginning on November 1,
2019. Please address the following:
•Tell us what the Blum-Desert Inn column on the pro forma balance sheet represents
as Blum-Desert Inn should be included in the financial statements of Mystic
Holdings, Inc. as of December 31, 2019. To the extent that you have pro forma
adjustments to the balance sheet related to the Blum-Desert Inn acquisition, please
clearly footnote the adjustments. For example, it is not clear what the $60,956
adjustment relates.
•Revise Note 1 - Basis of presentation on page F-67 to clarify that the pro forma
balance gives effect to the acquisitions as if they had occurred on December 31,
2019.
•Revise to clarify, if such is the case, that the adjustments on the pro forma Statement
of Income reflect the income of Blum-Desert Inn as if the entity had been
consolidated as of January 1, 2019. The adjustments should incorporate the income of
Blum-Desert for the ten months ended October 31, 2019 as well as any adjustments
as a result of business combination accounting.
            We will consider qualifying your offering statement at your request.  If a participant in
your offering is required to clear its compensation arrangements with FINRA, please have
FINRA advise us that it has no objections to the compensation arrangements prior to
qualification.

 FirstName LastNameLorenzo Barracco
 Comapany NameMystic Holdings Inc.
 November 23, 2020 Page 3
 FirstName LastName
Lorenzo Barracco
Mystic Holdings Inc.
November 23, 2020
Page 3
            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 Mary Mast at 202-551-3613 or Jenn Do at 202-551-3743 if you have
questions regarding comments on the financial statements and related matters. Please contact Joe
McCann at 202-551-6262 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Spencer G. Feldman, Esq.