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 March 14, 2025

Michael Kidd
Chief Financial Officer
C21 Investments Inc.
885 West Georgia Street, 19th Floor
Vancouver, British Columbia V6E 3H4
Canada

 Re: C21 Investments Inc.
 Form 20-F/A for the Transition Period from January 31, 2024 to March
31,2024
 Filed March 7, 2025
 File No. 000-55982
Dear Michael Kidd:

 We have completed our review of your filing. 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.

 Sincerely,

 Division of Corporation
Finance
 Office of Life Sciences
cc: Adam Gabay
</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

    C21 Investments Inc.: CORRESP - Filed by newsfilecorp.com

    March 6, 2025

    VIA EDGAR

                United States Securities and Exchange Commission

                Attn: Mr. Frank Wyman, Mr. Daniel Gordon

                Division of Corporation Finance

                Office of Life Sciences

                100 F Street N.E.

                Washington, DC  20549-7010

    Re: Responses to the Securities and Exchange Commission
C21 Investments Inc.
Form 20-F/A for the Transition Period from January 31, 2024 to March 31, 2024
Filed August 16, 2024
File No. 000-55982
Comment Letter Dated February 5, 2025

    Dear Sir/Madam:

    This letter responds to the written comments from the staff (the "Staff") of the Securities and Exchange Commission (the "SEC") set forth in the February 5, 2025 letter regarding the above-referenced Transition Report on Form 20-F, as amended (the "Transition Report") of C21 Investments Inc. (the "Company", "we," "our," or "us") filed on August 16, 2024. For your convenience, the Staff's comments are included below and we have numbered our responses accordingly.

    Our responses are as follows:

    Form 20-F/A for the transition period from January 31, 2024 to March 31,2024

    Notes to the Consolidated Financial Statements

    2. Basis of Presentation

    d) Change in financial year, page 9

    Staff Comment No. 1.

    Please file an amended Form 20-F for the transition period from January 31, 2024 to March 31, 2024 that explicitly identifies columnar headings and footnote disclosures applicable the transition period as representing the Two Months Ended March 31, 2024. In addition, explain why your Form 6-K furnished on November 14, 2024 included interim financial statements for the three and six months ended October 31, 2023 rather than the three and six months ended September 30, 2023.

    Company's Response:

    Simultaneously with the transmission of this letter, the Company is filing via EDGAR an amendment to the Transition Report, that explicitly identifies columnar headings and footnote disclosures applicable to the transition period as representing the Two Months Ended March 31, 2024.

    March 6, 2025

    Page 2

    The Company is a foreign private issuer and prepares its interim financial statements in accordance with Canadian reporting and disclosure obligations. Following the change in its fiscal year-end from January 31 to March 31, the length and ending dates of interim reporting periods, including comparative periods, were adjusted pursuant to Section 4.8 of National Instrument 51-102 - Continuous Disclosure Obligations.

    Pursuant to Canadian requirements, the comparative interim period was the period ended October 31, 2023, rather than September 30, 2023. In accordance with the Company's SEC reporting obligations, the Company promptly furnished a Form 6-K with the SEC that included its interim financial statements and related documents that were prepared in accordance with Canadian rules.

    4. Discontinued Operations, page 14

    Staff Comment No. 2.

    Please explain your consideration of guidance under ASC 205-20-45-3 in excluding the gain of $505,544 on termination of sales-type lease and disposal of licenses from your reporting of discontinued operations.

    Company's Response:

    The Oregon operation and component consisted of cultivation and processing of cannabis at the Company's Oregon locations. When the Oregon operation was discontinued during 2021, all cultivation and processing ceased. The Oregon assets were organized between those held for sale and those that would be re-distributed for use in the business. Among assets retained to be re-utilized were two parcels of land and two licenses located in Southern Oregon that were previously used in the Company's outdoor grow program. While the Oregon outdoor grow operation was discontinued, the land and associated licenses were never classified as held-for-sale as they did not meet the criteria of ASC 205-20-45-1E - no commitment to plan to sell, not available for immediate sale as intention was to re-utilize, and the sale not probable within one year.

    The Oregon winddown took place over the course of calendar 2021 and the financial statements for the year ended January 31, 2022, represented the first period that the Company presented discontinued operations. During January 2022, the Company entered into an arrangement as a lessor in a lease-to-own agreement for the parcels of land and licenses. The land/lease-to-own arrangement is discussed in Note 4 as the land and licenses were assets contained within the discontinued component but were not classified as held-for-sale. The note intends to explain how they were used instead.

    ASC 205-20-45-3 states that the operations and assets related to the discontinued/held for sale component should be classified as discontinued operations. The gain on termination of the sales-type lease was not included in discontinued operations as it related to land and licenses that were never classified as held-for-sale and instead were to be used in income generation through the lease-to-own model, which represented an ongoing business activity rather than discontinued operations. The land was classified within property and equipment.

    March 6, 2025

    Page 3

    Following termination of the lease-to-own arrangement, the parcels of land remained classified within property and equipment until they were subsequently sold during December 2024.

    * * * * *

    Thank you for your review of the filing.  If you should have any questions regarding the response letter, please do not hesitate to contact the undersigned at (604) 785-3266, or James Guttman of Dorsey & Whitney LLP at (416) 367-7376.

    Sincerely,

    C21 Investments Inc.

    /s/ Michael Kidd
____________________
Michael Kidd, CPA, CA
Chief Financial Officer

    cc: James Guttman, Dorsey & Whitney LLP

February 5, 2025
Michael Kidd
Chief Financial Officer
C21 Investments Inc.
885 West Georgia Street, 19th Floor
Vancouver, British Columbia V6E 3H4
Canada
Re:C21 Investments Inc.
Form 20-F/A for the Transition Period from January 31, 2024 to March 31,2024
Filed August 16, 2024
File No. 000-55982
Dear Michael Kidd:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 20-F/A for the transition period from January 31, 2024 to March 31,2024
Notes to the Consolidated Financial Statements
2. Basis of Presentation
d) Change in financial year, page 9
1.Please file an amended Form 20-F for the transition period from January 31, 2024 to
March 31, 2024 that explicitly identifies columnar headings and footnote disclosures
applicable to the transition period as representing the Two Months Ended March 31,
2024. In addition, explain why your Form 6-K furnished on November 14, 2024
included interim financial statements for the three and six months ended October 31,
2023 rather than the three and six months ended September 30, 2023.
4. Discontinued Operations, page 14
Please explain your consideration of guidance under ASC 205-20-45-3 in excluding
the gain of $505,544 on termination of sales-type lease and disposal of licenses from 2.

February 5, 2025
Page 2
your reporting of discontinued operations.
            In closing, 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.
            Please contact Frank Wyman at 202-551-3660 or Daniel Gordon at 202-551-3486
with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

United States securities and exchange commission logo
September 25, 2020
Michael Kidd
Chief Financial Officer
C21 Investments Inc.
885 West Georgia Street, 19th Floor
Vancouver, British Columbia V6E 3H4
Canada
Re:C21 Investments Inc.
Form 20-F for the Fiscal Year Ended January 31, 2020
Filed July 14, 2020
File No. 000-55982
Dear Mr. Kidd:
            We have completed our review of your filing.  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.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction

CORRESP
1
filename1.htm

    C21 Investments Inc.: CORRESP - Filed by newsfilecorp.com

    September 11, 2020

    VIA EDGAR

                Division of Corporation Finance

                Office of Real Estate & Construction

                Securities and Exchange Commission

                100 F Street, N.E.

                Washington, D.C. 20549

                Attn: Howard Efron and Jennifer Monick

    Re: Responses to the Securities and Exchange Commission
Staff Comments dated August 28, 2020, regarding
C21 Investments Inc.
Form 20-F for the Fiscal Year Ended January 31, 2020
Filed July 14, 2020
File No. 000-55982

    Dear Sir/Madam:

    This letter responds to the written comments from the staff (the "Staff") of the Securities and Exchange Commission (the "SEC") set forth in the August 28, 2020 letter regarding the above-referenced Annual Report on Form 20-F (the "Annual Report") of C21 Investments Inc. (the "Company", "we," "our," or "us") filed on July 14, 2020. For your convenience, the Staff's comments are included below and we have numbered our responses accordingly.

    Simultaneously with the transmission of this letter, the Company is filing via EDGAR an amendment to the Annual Report, responding to the relevant comments by the Staff.  We are doing so in the spirit of cooperation with the Staff and not because we believe our prior filing is materially deficient or inaccurate.  Accordingly, any changes implemented in future filings should not be taken as an admission that prior disclosures were in any way deficient.

    Our responses are as follows:

    Form 20-F for the Fiscal Year Ended January 31, 2020

    Exhibit 15.1

    Management's Discussion and Analysis

    Completed Acquisitions, page 4

    Staff Comment No. 1.

    Please provide us with your significance testing results for your acquisition of Silver State Cultivation LLC and Silver State Relief LLC on January 15, 2019 and for your acquisition of Swell Companies Limited on May 24, 2019. In your response, tell us what consideration you have given to providing audited financial statements within Form 6-K for material acquisitions. Additionally, help us to better understand your disclosure in your Form 6-K filed on April 30, 2019 in which you conclude that you are unable to obtain audited financial statements for the Silver State acquisition for periods prior to the second six months of 2018. Reference is made to Rule 3-05 of Regulation S-X.

    September 14, 2020

    Page 2

    Company's Response:

    The Company was a reporting issuer under the multijurisdictional disclosure system ("MJDS") when it acquired Silver State Cultivation LLC ("SSC") and Silver State Relief LLC ("SRC" and together with SSC, the "Silver State Companies") and Swell Companies Limited ("SLC").  As a MJDS filer, the Company performed significance testing pursuant to its reporting and disclosure obligations in Canada and filed the relevant disclosures in Canada for the acquisitions of the Silver State Companies and SLC.  Promptly after the filing the relevant disclosures in Canada of each applicable acquisition, the Company furnished Form 6-K's with the SEC including all relevant public disclosures that were filed in Canada.

    The Company does not believe the Rule 3-05 Regulation S-X significant test is applicable for the above referenced acquisitions. The Company notes that the acquisition of the Silver State Companies closed on January 15, 2019 and a full year of operations post-acquisition have been included in the audited financial statements for the Company's fiscal year ended January 31, 2020 that were filed with the Annual Report.

    The Company has performed a significance analysis for the SLC acquisition and it is not considered a significant acquisition because it was less than 20% significant under all three tests.

    Exhibit 99.2

    Report of Independent Registered Public Accounting Firm, page 1

    Staff Comment No. 2.

    Please amend your filing to include the signature of your independent registered public accounting firm on their report. Reference is made to Rule 2-02 of Regulation S-X.

    Company's Response:

    In response to the Staff's comment, the Company is concurrently filing herewith an amendment to the Annual Report with an updated Exhibit 99.2, Report of Independent Registered Public Accounting Firm, with the requisite signature of the Company's independent registered public accounting firm.

    * * * * *

    September 14, 2020

    Page 3

    Thank you for your review of the filing.  If you should have any questions regarding the response letter, please do not hesitate to contact the undersigned at (604) 785-3266, or James Guttman of Dorsey & Whitney LLP at (416) 367-7376.

    Sincerely,

    C21 Investments Inc.

    "Michael Kidd"

    Michael Kidd, CPA, CA

    Chief Financial Officer

    cc: James Guttman, Dorsey & Whitney LLP

United States securities and exchange commission logo
August 28, 2020
Michael Kidd
Chief Financial Officer
C21 Investments Inc.
885 West Georgia Street, 19th Floor
Vancouver, British Columbia V6E 3H4
Canada
Re:C21 Investments Inc.
Form 20-F for the Fiscal Year Ended January 31, 2020
Filed July 14, 2020
File No. 000-55982
Dear Mr. Kidd:
            We have limited our review of your filing to the financial statements and related
disclosures 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 20-F for the Fiscal Year Ended January 31, 2020
Exhibit 15.1
Management's Discussion and Analysis
Completed Acquisitions, page 4
1.Please provide us with your significance testing results for your acquisition of Silver State
Cultivation LLC and Silver State Relief LLC on January 15, 2019 and for your acquisition
of Swell Companies Limited on May 24, 2019.  In your response, tell us what
consideration you have given to providing audited financial statements within Form 6-K
for material acquisitions.  Additionally, help us to better understand your disclosure in
your Form 6-K filed on April 30, 2019 in which you conclude that you are unable to
obtain audited financial statements for the Silver State acquisition for periods prior to the
second six months of 2018.  Reference is made to Rule 3-05 of Regulation S-X.

 FirstName LastNameMichael Kidd
 Comapany NameC21 Investments Inc.
 August 28, 2020 Page 2
 FirstName LastName
Michael Kidd
C21 Investments Inc.
August 28, 2020
Page 2
Exhibit 99.2
Report of Independent Registered Public Accounting Firm, page 1
2.Please amend your filing to include the signature of your independent registered public
accounting firm on their report.  Reference is made to Rule 2-02 of Regulation S-X.
            In closing, 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 Howard Efron, Staff Accountant, at (202) 551-3439 or Jennifer
Monick, Assistant Chief Accountant, at (202) 551-3295 with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction