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EMAIL:
SFeldman@olshanlaw.com

DIRECT
DIAL: 212.451.2234

    February
    10, 2020

VIA
EDGAR AND ELECTRONIC MAIL

U.S.
Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn.: Christopher Edwards, Esq., Office of Life Sciences

    Re:
    Mystic
    Holdings, Inc.

    Amendment
    No. 2 to Offering Statement on Form 1-A

    Filed
    January 3, 2020

    File
    No: 024-11093

Ladies
and Gentlemen:

On behalf of Mystic Holdings,
Inc., a Nevada corporation (the “Company”), we are filing through EDGAR one complete copy of Amendment No. 3 (the
“Amendment”) to the captioned Offering Statement on Form 1-A (the “Offering Statement”), for the registration
of 50,000,000 shares of the Company’s common stock, including one complete copy of the exhibits listed in the Amendment
as filed therewith.

The
Amendment responds to the comments received from the staff of the SEC in its comment letter dated January 22, 2020, with respect
to the Offering Statement filed by the Company on January 3, 2020.

Courtesy
copies of this letter and the Amendment, together with all exhibits, are being provided directly to the staff for its convenience
(attention: Christopher Edwards, Esq.) in the review of the foregoing documents.

To
facilitate the staff’s review, the SEC’s comments are reproduced before each of the Company’s responses thereto.
All page numbers referred to in this letter correspond to the page numbers of the Amendment.

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.

    February 10, 2020

Page 2

Response:
As requested by the staff, the third paragraph on the cover page of the Offering Circular has been revised to note potential
uncertainties concerning the Company’s ability to complete the share exchange, conduct an IPO in Canada and obtain a Canadian
Securities Exchange listing.

As
revised, the Company has eliminated the irrevocable proxy for the proposed share exchange that investors in this offering were
previously asked to accept. The Company has also amended the terms of the proposed share exchange transaction to involve only
one class of common stock of the surviving Canadian company.

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

Response:
In response to this comment, disclosure has been updated relating to the product claims on pages 1, 2 and 3 as follows:

As
to the first two claims - The product testing environment in Nevada is often referred to as one of the best in the nation, with
several other states utilizing it as the foundation for creating their own. The Company holds itself accountable to testing its
products with laboratories known for their core sense of ethics and ability to provide accurate results. The State requires certain
cutoff thresholds with regard to any impurities found within lab results, however the Company takes it upon itself to establish
even more aggressive cutoffs to ensure or products are known as the safest choice for consumers. Another benefit provided by its
lab partners is the ability for the Company to continue growing strains known to produce the highest average THC, CBD and Terpene
concentration, which will translate to a more effective product for the consumer and ultimately a cost benefit for the Company.
The Company employs a process of “milestone testing” in which it will test its products at various stages in production
and aggregate this data for analyzing and dictating which products will prove to be the most effective. From this, the Company
is able to optimize its garden and production techniques.

As
to the third claim - In the Company’s constant efforts to ensure the accuracy in dosing each unit, it employs a specific
cadence in testing at multiple stages within the process of producing its edibles. This guarantees that the starting dose remains
consistent throughout processing and remains unaffected by any other changes the Company makes throughout production, allowing
for precise dosing and accurate homogenization. In order to guarantee homogeneity and even dosage from serving to serving within
each product, the Company utilizes homogeneity testing provided by its lab partners.

The
Company is supplementally providing to the staff samples from an independent state licensed lab of the homogeneity test and a
ranking done by an independent website company that shows that the Company’s flower and pre-roll is in the top ten for the
state.

    February 10, 2020

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.

Response:
At the request of the staff, disclosure has been added on page 4 to indicate that the Company relies on the offering proceeds
to complete the purchase of the Reno dispensary. In the event less than approximately $10 million is raised in the offering, the
Company is prepared to seek additional financing from insider sources. The Company does not require any offering proceeds for
the Las Vegas dispensary acquisition.

    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.

Response:
As suggested by the staff, the Company has removed the “Planned Convention Center Drive Dispensary” paragraph
from the Offering Summary and Business section.

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.

Response:
At the request of the staff, an additional summary risk under “Selected Risks Associated with Our Business” has
been inserted on page 5 relating to the regulation and legal status of cannabis 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.

Response:
In response to this comment, disclosure has been added to indicate that the date by which Qualcan Canada must achieve public
trading status is May 31, 2020 with respect to the convertible debentures with a C$0.30 conversion price, and August 31, 2020
with respect to the convertible debentures with a C$0.80 conversion price, in order to avoid triggering the issuance of warrants
to purchase the Company’s common stock. See page 9.

    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.

Response:
The Company has determined to amend the terms of the proposed share exchange transaction to involve only one class of common
stock of the surviving Canadian company. Qualcan Canada’s U.S. filing status will be determined based on then applicable
reporting rules.

    February 10, 2020

Page 4

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.

Response:
In response to the staff’s comment, the Company has added appropriate disclosure on leased employees. As of December
31, 2019, however, the Company no longer leased employees from related parties. The terms of the lease arrangements consist only
of the reimbursement of taxes and payroll with no marginal write-up of these amounts.

Executive
Compensation, page 53

    9.
    Please
    update the executive compensation section to include information for the fiscal year ended December 31, 2019.

Response:
In accordance with Regulation S-K Item 402, the executive compensation section has been updated to include information for
the fiscal year ended December 31, 2019. See page 53.

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.

Response:
As requested by the staff, revisions to Part I, Item 6 and Part II, Items 12 and 13 have been made to reflect both of the 2019
private placements.

Balance
Sheet, page F-4

    11.
    Please
    revise to present current maturities of long-term debt within current liabilities.

Response:
As required, the Balance Sheet has been revised to present Current Maturities of Long Term Debt under 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.

Response:
As required by paragraph 7 of ASC 250-10-50, the face of the financial statements for the two most recently completed fiscal
years have been revised to indicate that they are restated and Note 17, “Restatement of Financial Results” has been
added to disclose the nature and amounts of the restatements.

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.

    February 10, 2020

Page 5

Response:
The Subsequent Events Note 18 end date has been corrected to correspond to the date of the independent auditor’s report
when the restated financial statements were issued.

    14.
    Please
    disclose the nature of the purchase price for the two acquisitions (e.g. cash, note receivable, stock).

Response:
The Subsequent Events Note 18 has been revised to disclose the nature of the purchase prices for the two proposed asset acquisitions.

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

Response:
In response to this comment, this matter pertains to the Blum-Desert Inn supplemental information. Pursuant to Internal Revenue
Service guidelines under IRC Section 280E, which pertains to the marijuana industry, administrative, selling & general expenses
except expenses which are directly related to the production, and acquisition of marijuana products for resale (cost of goods
sold), to customers are not allowed as a deduction for federal income tax computation. The taxpayer, however, is allowed certain
additional administrative, selling & general expenses which are related to cost of sales of marijuana products as a deduction.
Thus, the “280E Allocation” represents the administrative, selling & general expenses which are directly related
to production or acquisition of marijuana related products for resale which is charged to Cost of Goods Sold.

    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.

Response:
As noted by the staff, the amount of cash at the beginning of the year in the Statement of Cash Flows of Mystic Holdings for
June 30, 2019 has been revised and now agrees with the audited closing balances in 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.

Response:
Pursuant to Item (b)(7)(iv) of Part F/S, the presentation, computation and notes requirements pursuant to Article 11 of Regulation
S-X have been revised. See the updated Unaudited Pro Forma Condensed Combined Balance Sheet (six months ended June 30, 2019),
and Unaudited Pro Forma Condensed Combined Income Statements (six months ended June 30, 2019 and year ended December 31, 2018).

    February 10, 2020

Page 6

    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.

Response:
As noted above, the pro forma income statements for the periods required by Rule 8-05 of Regulation S-X, which includes the
year ended December 31, 2018, are included in this filing.

Exhibits

    19.
    Please
    file the letter of intent referenced on page 8. General

Response:
 The Company respectfully believes that the earlier letter of intent relating to the proposed share exchange agreement is
not required to be filed pursuant to Item 601 of Regulation S-K.  The letter of intent is not material or relevant, having
been superseded by the definitive Share Exchange Agreement (included as Exhibit 6.1), and is not a contract “to be performed”
because, according to the terms of the letter of intent, it “is not intended to create and shall not create legally binding
obligations between the Parties with respect to a proposed Transaction.  Unless provided for in the Definitive Agreement,
neither Party assumes any liability or obligation of any kind whatsoever . . . to the other or to any other person in connection
with any discussions, negotiations, representations, understandings or other conduct regarding a proposed Transaction (emphasis
added).”

 Further,
the definitive Share Exchange Agreement, the only operative agreement related to the transaction, provides in Section 9.13 that
this agreement, together with the documents required to be delivered pursuant thereto “constitute the entire agreement among
the parties hereto pertaining to the