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MDJM LTD

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:
    Benjamin Holt

March 9, 2026

    Re:
    MDJM LTD

    Registration Statement on Form F-3 (File No. 333-294010)

    Filed March 4, 2026

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities
Act of 1933, as amended, MDJM LTD hereby requests acceleration of effectiveness of the above referenced Registration Statement, so that
it will become effective at 5:00 p.m. ET on March 11, 2026, or as soon as thereafter practicable.

Very truly yours,

    /s/ Siping Xu

    Name: Siping Xu

    Title: Chief Executive Officer, Director, and

Chairman of the Board of Directors

    cc:
    Ying Li, Esq.

    Hunter Taubman Fischer & Li LLC

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
                                                           March 9, 2026

Siping Xu
Chief Executive Officer
MDJM LTD
Fernie Castle, Letham
Cupar, Fife, KY15 7RU
United Kingdom

       Re: MDJM LTD
           Registration Statement on Form F-3
           Filed March 4, 2026
           File No. 333-294010
Dear Siping Xu:

       This is to advise you that we have not reviewed and will not review your
registration
statement.

        Please refer to Rules 460 and 461 regarding requests for acceleration.
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 Benjamin Holt at 202-551-6614 with any questions.

                                                           Sincerely,

                                                           Division of
Corporation Finance
                                                           Office of Real
Estate & Construction
cc:    Warren Wang, Esq.
</TEXT>
</DOCUMENT>

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MDJM LTD

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:
    Ms. Stacie Gorman

October 28, 2024

    Re:
    MDJM LTD

    Registration Statement on Form F-3 (File No. 333-282701)

    Initially Filed October 17, 2024

Dear Ms. Stacie Gorman:

Pursuant to Rule 461 under the Securities Act
of 1933, as amended, MDJM LTD hereby requests acceleration of effectiveness of the above referenced Registration Statement, so that it
will become effective at 4:30 p.m. ET on October 30, 2024, or as soon as thereafter practicable.

Very truly yours,

    /s/ Siping Xu

    Name: Siping Xu

    Title: Chief Executive Officer, Director, and

Chairman of the Board of Directors

    cc:
    Ying Li, Esq.

    Hunter Taubman Fischer & Li LLC

October 25, 2024
Siping Xu
Chief Executive Officer
MDJM LTD
Fernie Castle, Letham
Cupar, Fife, KY15 7RU
United Kingdom
Re:MDJM LTD
Registration Statement on Form F-3
Filed October 17, 2024
File No. 333-282701
Dear Siping Xu :
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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 Stacie Gorman at 202-551-3585 with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Ying Li, Esq.

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MDJM LTD

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

March 2, 2023

    Re:
    MDJM LTD

    Registration Statement on Form F-3, as amended (File No. 333-261347)

    Initially Filed November 24, 2021

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act
of 1933, as amended, MDJM LTD hereby requests acceleration of effectiveness of the above referenced Registration Statement, so that it
will become effective at 4:30 p.m. ET on March 6, 2023, or as soon as thereafter practicable.

Very truly yours,

    /s/ Siping Xu

    Name: Siping Xu

    Title: Chief Executive Officer, Director, and

Chairman of the Board of Directors

    cc:
    Ying Li, Esq.

    Hunter Taubman Fischer & Li LLC

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MDJM LTD

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

February 2, 2023

    Re:
    MDJM LTD

    Withdrawal of Request for Acceleration

    Registration Statement on Form F-3, as amended (File No. 333-261347)

    Initially Filed November 24, 2021

Ladies and Gentlemen:

MDJM LTD (the “Company”) hereby respectfully
requests withdrawal of its acceleration request letter filed as correspondence via EDGAR on February 1, 2023, which requested that the
above-referenced Registration Statement become effective on February 3, 2023 at 4:30 p.m., Eastern Time, or as soon as practicable thereafter.
The Company is no longer requesting that such Registration Statement be declared effective at this specific date and time and the Company
hereby formally withdraws such request for acceleration.

If you have any questions regarding the foregoing,
please contact our counsel at Hunter Taubman Fischer & Li LLC, Ying Li, Esq. at 212-530-2206.

Very truly yours,

    /s/ Siping Xu

    Name: Siping Xu

    Title: Chief Executive Officer, Director, and

Chairman of the Board of Directors

    cc:
    Ying Li, Esq.

    Hunter Taubman Fischer & Li LLC

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MDJM LTD

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

February 1, 2023

    Re:
    MDJM LTD

    Registration Statement on Form F-3, as amended (File No. 333-261347)

    Initially Filed November 24, 2021

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act
of 1933, as amended, MDJM LTD hereby requests acceleration of effectiveness of the above referenced Registration Statement, so that it
will become effective at 4:30 p.m. ET on February 3, 2023, or as soon as thereafter practicable.

Very truly yours,

    /s/ Siping Xu

    Name: Siping Xu

    Title: Chief Executive Officer, Director, and

Chairman of the Board of Directors

    cc:
    Ying Li, Esq.

    Hunter Taubman Fischer & Li LLC

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MDJM LTD

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

January 30, 2023

    Re:
    MDJM LTD

    Withdrawal of Request for Acceleration

    Registration Statement on Form F-3, as amended (File No. 333-261347)

    Initially Filed November 24, 2021

Ladies and Gentlemen:

MDJM LTD (the “Company”) hereby respectfully
requests withdrawal of its acceleration request letter filed as correspondence via EDGAR on January 26, 2023, which requested that the
above-referenced Registration Statement become effective on January 30, 2023 at 4:30 p.m., Eastern Time, or as soon as practicable thereafter.
The Company is no longer requesting that such Registration Statement be declared effective at this specific date and time and the Company
hereby formally withdraws such request for acceleration.

If you have any questions regarding the foregoing,
please contact our counsel at Hunter Taubman Fischer & Li LLC, Ying Li, Esq. at 212-530-2206.

Very truly yours,

    /s/ Siping Xu

    Name: Siping Xu

    Title: Chief Executive Officer, Director, and

Chairman of the Board of Directors

    cc:
    Ying Li, Esq.

    Hunter Taubman Fischer & Li LLC

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MDJM LTD

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

January 26, 2023

    Re:
    MDJM LTD

    Registration Statement on Form F-3, as amended (File No. 333-261347)

    Initially Filed November 24, 2021

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act
of 1933, as amended, MDJM LTD hereby requests acceleration of effectiveness of the above referenced Registration Statement, so that it
will become effective at 4:30 p.m. ET on January 30, 2023, or as soon as thereafter practicable.

Very truly yours,

    /s/ Siping Xu

    Name: Siping Xu

    Title: Chief Executive Officer, Director, and

Chairman of the Board of Directors

    cc:
    Ying Li, Esq.

    Hunter Taubman Fischer & Li LLC

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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

United States securities and exchange commission logo
December 6, 2022
Siping Xu
Chief Executive Officer
MDJM LTD
Xikang Road, Heping District, Tianjin
Suite C-1505, Saidun Center
People's Republic of China
Re:MDJM LTD
Amendment No. 5 to Registration Statement on Form F-3
Filed November 8, 2022
File No. 333-261347
Dear Siping Xu:
            We have reviewed your amended registration statement and have the following
comment.  In our comment, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comment applies 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 registration statement and the information you
provide in response to this comment, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our September 29, 2022 letter.
Amended Registration Statement on Form F-3
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.

 FirstName LastNameSiping Xu
 Comapany NameMDJM LTD
 December 6, 2022 Page 2
 FirstName LastName
Siping Xu
MDJM LTD
December 6, 2022
Page 2
            You may contact Ruairi Regan at 202-551-3269 or James Lopez at 202-551- 3536 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Ying Li, Esq.

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MDJM LTD

November 8, 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. 4 to Registration Statement on Form F-3

    Filed September 2, 2022

    File No. 333-261347

Ladies and Gentlemen:

This letter is in response to the letter dated
September 29, 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. 5”) is being filed to accompany this letter.

Selected Condensed Consolidating Financial
Schedule, page 14

1. We have considered your responses to the
second and third bullet points in our prior comment 3 and the revisions to your disclosure. Please further revise your disclosure to clearly
state whether the Company has any immediate plans to settle the intercompany amounts or whether such amounts will remain outstanding for
the foreseeable future.

In response to the Staff’s comments, we
revised our disclosure on page 14 of the Amended Registration Statement No. 5 to clearly state that the Company has no immediate plan
to settle the intercompany amounts and such amounts will remain outstanding for the foreseeable future.

2. We note your response to the second bullet
in our prior comment 3. In your response you indicate that the “Due from VIE’s subsidiaries” and “Due to VIE from
VIE’s subsidiaries” in the “VIE and its subsidiaries (PRC) column” represent amounts due from or due to Mingdajiahe.
We further note disclosure on the cover page that “VIE” as used in your filing refers to “Mingdajiahe (Tianjin) Co.,
Ltd. Please explain why Mingdajiahe, as the VIE, is either due amounts from, or owes amounts to, itself.

We respectfully advise the Staff that the
 “VIE and its subsidiaries (PRC)” column represents transaction amounts of VIE and the VIE’s subsidiaries, namely, Mingda
Jiahe and its subsidiaries. The selected schedule showed consolidating procedures by each different group. The amount of “Due from
VIE’s subsidiaries” is exactly the same as the amount of “Due to VIE from VIE’s subsidiaries.” To avoid
confusion, we revised our disclosure on page 14 of the Amended Registration Statement No. 5 to delete the rows of “Due from VIE’s
subsidiaries” and “Due to VIE from VIE’s subsidiaries” from the selected condensed consolidating balance sheets.

General

3. We note your response to comment 1 and revised
disclosure regarding controlled company status. You state that you “do not intend to avail” yourselves of the corporate governance
exemptions. However, you also state that you “may follow certain exemptions.” Please revise to clarify the exemptions you
plan to follow. To the extent the particular exemptions have not yet been determined, clarify the factors you will consider when making
such determination.

In response to the Staff’s comments, we
revised our disclosure on the cover page and pages 11 and 20 of the Amended Registration Statement No. 5 to clarify that we are allowed
to follow exemptions afforded to controlled company under the Nasdaq Listing Rules but do not plan to follow such exemptions.

4. We note your response to comment 5 and reissue
the comment in part. Your revised disclosure on page 8 states that the COVID pandemic has materially and adversely impacted your financial
results. However, you also state that the recent lockdowns have had “limited additional direct impact” on your business. Please
revise to further clarify in quantitative and qualitative terms how the pandemic has impacted your operations, including to what extent
you are materially affected by a limited additional direct impact. In this regard, it appears that the pandemic “primarily”
resulted in a 24% decrease in revenues in 2021. Note that where material changes within a line item offset one another, you should separately
address the significant contributing factors. Additionally, clarify the extent to which the pandemic and lockdowns constitute known events
and uncertainties that would cause reported financial information not to be necessarily indicative of future operating results or of future
financial condition.

In response to the Staff’s comments, we
revised our disclosure on page 8 of the Amended Registration Statement No. 5 to further clarify in quantitative and qualitative terms
how the pandemic has impacted our operations and clarify that the pandemic and lockdowns constitute known events and uncertainties that
would cause our reported financial information not to be necessarily indicative of future operating results or of future financial condition.

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

United States securities and exchange commission logo
September 29, 2022
Siping Xu
Chief Executive Officer
MDJM LTD
Xikang Road, Heping District, Tianjin
Suite C-1505, Saidun Center
People's Republic of China
Re:MDJM LTD
Amendment No. 4 to Registration Statement on Form F-3
Filed September 2, 2022
File No. 333-261347
Dear Mr. Xu:
            We have reviewed your amended registration 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 registration 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 registration 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 August 24, 2022 letter.
Amended Registration Statement on Form F-3
Selected Condensed Consolidating Financial Schedule, page 14
1.We have considered your responses to the second and third bullet points in our prior
comment 3 and the revisions to your disclosure.  Please further revise your disclosure to
clearly state whether the Company has any immediate plans to settle the intercompany
amounts or whether such amounts will remain outstanding for the foreseeable future.
2.We note your response to the second bullet in our prior comment 3.  In your response you
indicate that the “Due from VIE’s subsidiaries” and “Due to VIE from VIE’s subsidiaries”
in the “VIE and its subsidiaries (PRC) column” represent amounts due from or due to

 FirstName LastNameSiping Xu
 Comapany NameMDJM LTD
 September 29, 2022 Page 2
 FirstName LastName
Siping Xu
MDJM LTD
September 29, 2022
Page 2
Migdajiahe.  We further note disclosure on the cover page that “VIE” as used in your
filing refers to “Mingdajihe (Tianjin) Co., Ltd.  Please explain why Migdajiahe, as the
VIE, is either due amounts from, or owes amounts to, itself.
General
3.We note your response to comment 1 and revised disclosure regarding controlled
company status.  You state that you "do not intend to avail" yourselves of the corporate
governance exemptions.  However, you also state that you "may follow certain
exemptions."  Please revise to clarify the exemptions you plan to follow.  To the extent the
particular exemptions have not yet been determined, clarify the factors you will consider
when making such determination.
4.We note your response to comment 5 and reissue the comment in part.  Your revised
disclosure on page 8 states that the COVID pandemic has materially and adversely
impacted your financial results.  However, you also state that the recent lockdowns have
had "limited additional direct impact" on your business.  Please revise to further clarify in
quantitative and qualitative terms how the pandemic has impacted your operations,
including to what extent you are materially affected by a limited additional direct
impact.  In this regard, it appears that the pandemic "primarily" resulted in a 24% decrease
in revenues in 2021.  Note that where material changes within a line item offset one
another, you should separately address the significant contributing factors.  Additionally,
clarify the extent to which the pandemic and lockdowns constitute known events and
uncertainties that would cause reported financial information not to be necessarily
indicative of future operating results or of future financial condition.
            You may contact Ruairi Regan at 202-551-3269 or James Lopez at 202-551- 3536 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Ying Li, Esq.

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MDJM LTD

September 2, 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:
    Victor Rivera Melendez

    James Lopez

    Re:
    MDJM LTD

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

    Filed July 22, 2022

    File No. 333-261347

Ladies and Gentlemen:

This letter is in response to the letter dated
August 24, 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. 4”) is being filed to accompany this letter.

Cover Page

1. We note your amended disclosure in response
to comment 1. Please either advise or further revise to disclose whether your CEO controls MDJH LTD.

In response to the Staff’s comments, we
revised our disclosure on the cover page of the Amended Registration Statement No. 4 to disclose that our CEO controls MDJH LTD.

Summary Risk Factors

"Risks Related to Doing Business in
the PRC... ", page 10

2. Please revise your Summary Risk Factor cross
references to include the heading of the corresponding risk factor in the Form 20-F.

In response to the Staff’s comments, we
revised our disclosure on pages 9 to 11 of the Amended Registration Statement No. 4 to revise our Summary Risk Factor cross references
to include the heading of the corresponding risk factor in the Form 20-F.

Selected Condensed Consolidating Financial
Schedule, page 14

3. We have considered your response to our
prior comment 3. Please address the following with respect to your Selected Condensed Consolidating Financial Schedules:

    ●

    Please revise your schedule to include a separate
    column for any other subsidiaries based in China (e.g. MDJCC Limited);

    In response to the Staff’s comments, we
    revised the Selected Condensed Consolidating Financial Schedule on pages 14 to 17 of the Amended Registration Statement No. 4 to include
    a separate column for MDJCC Limited (“MDJH Hong Kong”). We do not have any other subsidiaries based in China.

    ●

    We note that the VIE and its subsidiaries column
    includes a line item for “Due from VIE’s subsidiaries”. Please explain, and disclose the facts and circumstances that
    gave rise to this balance and describe the company’s intentions related to settlement of this balance;

    We respectfully advise the Staff that the line
    item for “Due from VIE’s subsidiaries” and “Due to VIE from VIE’s subsidiaries” is related to balances due from or due
    to Mingdajiahe (Tianjin) Co., Ltd. (“Mingda Tianjin”) and its operational subsidiaries in China. The balance resulted from
    monetary transactions, such as advancing cash to subsidiaries, payment on behalf of subsidiaries, or collecting cash from subsidiaries,
    or vice versa. There is no sales or purchase activity involved. The balances of “Due from VIE’s subsidiaries” and “Due
    to VIE from VIE’s subsidiaries” are elimination items in our consolidating financial statements. Mingda Tianjin is a parent
    entity and files a consolidated tax return in the PRC. The outstanding balances will be repaid to or settled with Mingda Tianjin by its
    subsidiaries either by cash payment or by taking a loss, if any.

    ●

    Please expand your disclosure to include a
    discussion of the facts and circumstances that gave rise to the Due From VIE, WFOE, Parent and Other Subsidiaries, the Due to VIE from
    VIE’s subsidiaries and Due to VIE, WFOE, Parent and Other Subsidiaries balances and describe the company’s intentions related
    to settlement of these balances;

    We respectfully advise the Staff that the “Due From VIE, WFOE, Parent, and Other Subsidiaries,” the
 “Due to VIE from VIE’s subsidiaries,” and “Due to VIE, WFOE, Parent, and Other Subsidiaries” balances are
related to balances due from or due to the Company, MDJH Hong Kong, Beijing Mingda Jiahe Technology Development Co., Ltd. (“WFOE”),
VIE (Mingda Tianjin and its operational subsidiaries in China), and other subsidiaries owned by the Company (the “Group”).
The balances resulted from monetary transactions among the Group, such as advancing cash to establish a new operation, and paying expenses
on behalf of other entities within the Group. There is no sales or purchase activity involved. The balances of due from or due to Parent,
MDJH Hong Kong, WFOE, VIE, and Other Subsidiaries are elimination items in our consolidating financial statements. Each entity in the Group
is a legal entity. The unpaid balances will be settled by cash payment or by taking a loss, if any.

    ●

    We note your disclosure in footnote “***”
    that the amount represents funds used for the establishment of new subsidiaries. Please explain why these subsidiaries are not consolidated
    with the company. In your response please provide a summary of the operations, assets and liabilities for each reporting period for each
    of these subsidiaries.

    We respectfully advise the Staff that the $71,035
    represented the amount of cash that the Company advanced to attorneys located in Sweden, Germany, and Japan. The purpose of the advance
    was to form new business corporations in these countries and to develop new business opportunities. The formation of the new subsidiaries
    in these countries had not been completed as of December 31, 2021, and two new entities were formed in January 2022 and February 2022
    in Japan and Germany, respectively. These two newly formed subsidiaries will be included in our consolidated financial statements for
    the year ended December 31, 2022. As of the date of this response letter, these two new entities formed in Germany and Japan had no business
    activity.

Risk Factors

“Recent Joint Statement by...”,
page 20

4. We note your amended disclosure in response
to comment 4. Please further revise your disclosure, as it pertains specifically to the Holding Foreign Companies Accountable Act (HFCAA),
to disclose the risk that should trading in your securities be prohibited pursuant to the HFCAA, an exchange may determine to delist your
securities.

In response to the Staff’s comments, we
revised our disclosure on page 20 of the Amended Registration Statement No. 4 to disclose the risk that should trading in our securities
be prohibited pursuant to the HFCAA, an exchange may determine to delist our securities.

General

5. Please disclose (1) whether your business
segments, products, lines of service, projects, or operations are materially impacted by the pandemic related lockdowns in China and (2)
the impact of consumer demand declines in China. In addition, discuss any steps you are taking to mitigate adverse impacts to your business.

In response to the Staff’s comments, we
revised our disclosure on page 8 of the Amended Registration Statement No. 4 to disclose that the PRC operating entities’ business
have not been materially impacted by the recent pandemic related lockdowns in China or consumer demand declines in China and discuss the
steps we are taking to mitigate adverse impacts to our business.

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

United States securities and exchange commission logo
August 24, 2022
Siping Xu
Chief Executive Officer
MDJM LTD
Xikang Road, Heping District, Tianjin
Suite C-1505, Saidun Center
People's Republic of China
Re:MDJM LTD
Amendment No. 3 to Registration Statement on Form F-3
Filed July 22, 2022
File No. 333-261347
Dear Mr. Xu:
            We have reviewed your amended registration 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 registration 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 registration 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 May 27, 2022 letter.
Amendment No. 3 to Registration Statement on Form F-3, filed July 22, 2022
Cover Page
1.We note your amended disclosure in response to comment 1.  Please either advise or
further revise to disclose whether your CEO controls MDJH LTD.
Summary Risk Factors
"Risks Related to Doing Business in the PRC... ", page 10
2.Please revise your Summary Risk Factor cross references to include the heading of the
corresponding risk factor in the Form 20-F.

 FirstName LastNameSiping Xu
 Comapany NameMDJM LTD
 August 24, 2022 Page 2
 FirstName LastNameSiping Xu
MDJM LTD
August 24, 2022
Page 2
Selected Condensed Consolidating Financial Schedule, page 14
3.We have considered your response to our prior comment 3.  Please address the following
with respect to your Selected Condensed Consolidating Financial Schedules:
•Please revise your schedule to include a separate column for any other subsidiaries
based in China (e.g. MDJCC Limited);
•We note that the VIE and its subsidiaries column includes a line item for “Due from
VIE’s subsidiaries”.  Please explain, and disclose the facts and circumstances that
gave rise to this balance and describe the company’s intentions related to settlement
of this balance;
•Please expand your disclosure to include a discussion of the facts and circumstances
that gave rise to the Due From VIE, WFOE, Parent and Other Subsidiaries, the Due
to VIE from VIE’s subsidiaries and Due to VIE, WFOE, Parent and Other
Subsidiaries balances and describe the company’s intentions related to settlement of
these balances;
•We note your disclosure in footnote “***” that the amount represents funds used for
the establishment of new subsidiaries.  Please explain why these subsidiaries are not
consolidated with the company.  In your response please provide a summary of the
operations, assets and liabilities for each reporting period for each of these
subsidiaries.
Risk Factors
"Recent Joint Statement by... ", page 20
4.We note your amended disclosure in response to comment 4.  Please further revise your
disclosure, as it pertains specifically to the Holding Foreign Companies Accountable Act
(HFCAA), to disclose the risk that should trading in your securities be prohibited pursuant
to the HFCAA, an exchange may determine to delist your securities.
General
5.Please disclose (1) whether your business segments, products, lines of service, projects, or
operations are materially impacted by the pandemic related lockdowns in China and (2)
the impact of consumer demand declines in China.  In addition, discuss any steps you are
taking to mitigate adverse impacts to your business.
            You may contact Victor Rivera Melendez at 202-551- 4182 or James Lopez at 202-551-
3536 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction

 FirstName LastNameSiping Xu
 Comapany NameMDJM LTD
 August 24, 2022 Page 3
 FirstName LastName
Siping Xu
MDJM LTD
August 24, 2022
Page 3
cc:       Ying Li, Esq.

CORRESP
1
filename1.htm

MDJM LTD

July 22, 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:
    Jim Lopez

    Austin Wood

    Re:
    MDJM LTD

    Amendment No.  2 to Registration Statement on Form F-3/A

    Filed May 6, 2022

    File No. 333-261347

Ladies and Gentlemen:

This letter is in response to the letter dated
May 27, 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. 3”) is being filed to accompany this letter.

Cover Page

1. We note your revised disclosure and response
to comment 2, and we reissue the comment in part. In the eighth paragraph on the Cover Page and on page 18 you state that the securities
being offered are of "our" offshore holding company in the Cayman Islands, which suggests that your use of "we" refers
to an entity other than the Cayman Islands holding company. Please revise to clarify. Please also revise the page 11 reference to "our
VIE Agreements with Mingda Tianjin" to avoid using "we" and "our" when describing activities or functions of
a VIE. Additionally, please revise the seventh paragraph where you define MDJH LTD and Mingda Tianjin to clarify, if true, that your CEO
controls those and other entities that conduct or direct the operations of the VIEs and their subsidiaries.

In response to the Staff’s comments, we
revised our disclosure in the eighth paragraph on the cover page and on page 18 of the Amended Registration Statement No. 3 to clarify
that our use of “we” does not refer to an entity other than the Cayman Islands holding company. We also revised our disclosure
on page 11 of the Amended Registration Statement No. 3 to avoid using “we” and “our” when describing activities
or functions of a VIE. Additionally, we revised the seventh paragraph on the cover page of the Amended Registration Statement No. 3 to
clarify that our CEO controls the entities that conduct or direct the operations of the VIE and the subsidiaries.

Summary, page 3

2. We note your response to comment 8 and the
statement on page 4 that operations are conducted by MD UK, Mansions Estate, and Mingda Tianjin. Please revise to reconcile with references
on page 14 and elsewhere to "VIEs and subsidiaries." Please revise to identify the entities, including any subsidiaries and
other VIEs where operations are conducted.

In response to the Staff’s comments, we
revised our disclosure on pages 14 to 17 of the Amended Registration Statement No. 3 to reconcile and clarify the operating entities that
are conducting operations.

Selected Condensed Consolidating Financial
Schedule, page 14

3. Please address the following with respect
to your Selected Condensed Consolidating Financial Schedule:

 · Please revise your Condensed Consolidating Statements of Operations and Comprehensive Income and your
Condensed Consolidating Statements of Cash Flows to separately present intercompany amounts.

 · Please clarify why the WFOE does not report any revenue. In this regard we note your disclosure on
page 4 that under the Exclusive Business Cooperation Agreement the WFOE is entitled to collect a service fee approximately equal to the
net income of Mingda Tianjin after the deduction of the required PRC statutory reserve.

 · Please expand your disclosure to include a narrative discussion explain the facts and circumstances
that have given rise to intercompany balances (e.g. Inter group balances due to/from VIEs, WFOE and subsidiaries) and your intentions
related to the settlement of those balances.

In response to the Staff’s comments, we
revised our disclosure on pages 14 to 17 of the Amended Registration Statement No. 3 to (i) separately present intercompany amounts, (ii)
clarify why WFOE does not report any revenue, and (iii) expand our disclosure to include a narrative discussion explaining the facts and
circumstances that have given rise to intercompany balances and our intentions related to the settlement of those balances.

Risk Factors, page 18

4. We note your amended disclosure in response
to comment 11. We reissue the comment in part. As it pertains to the Holding Foreign Companies Accountable Act (HFCAA) please disclose
the material risk of your shares being delisted if the PCAOB is unable to inspect your auditor for three consecutive years in addition
to your disclosure of the material risk of the prohibition of trading in your shares in such a circumstance.

In response to the Staff’s comments, we
revised our disclosure on page 20 of the Amended Registration Statement No. 3 to disclose the material risk of our shares being delisted
if the PCAOB is unable to inspect our auditor for three consecutive years.

Enforcement of Civil Liabilities, page 46

5. We note your amended disclosure in response
to comment 13. Please further revise your Enforcement of Civil Liabilities disclosure to identify and provide the residence of each officer
and director that resides outside the United States. Further, please provide a risk factor regarding the difficulty of shareholders to
enforce their legal rights under United States securities laws given that all of your directors and executive officers appear to be in
China. Your risk factor should indicate that it will be more difficult to enforce liabilities, effect service of process and enforce judgments
on those individuals. Lastly, we note that you have included a summary risk factor regarding the Enforcement of Civil Liabilities against
your officers and directors located outside the United States. Please revise your summary risk factor to cross reference to the disclosure
about such risks within the prospectus.

In response to the Staff’s comments, we
revised our disclosure on pages 46 of the Amended Registration Statement No. 3 to identify and provide the residence of each officer and
director that resides outside the United States. Further, we revised our disclosure on page 20 to provide a risk factor regarding the
difficulty of shareholders to enforce their legal rights under United States securities laws, given that five out of our six directors
and executive officers reside in China. Lastly, we revised our summary risk factor on page 10 of the Amended Registration Statement No.
3 to cross reference to the disclosure about such risks within the prospectus.

General

6. We note your amended disclosure in response
to comments 5 and 6, specifically the identification of your PRC counsel. However, we note the absence of an Exhibit 23.3 which you stated
in your response letter would be the exhibit containing your PRC Counsel's consent to being named in the prospectus. Please file your
PRC Counsel's consent to being named in the prospectus as requested in previous comments 5 and 6.

We respectfully advise the Staff that we previously
filed our PRC Counsel’s consent to being named in the prospectus as Exhibit 23.3 to the Form F-3 dated November 24, 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

United States securities and exchange commission logo
May 27, 2022
Siping Xu
Chief Executive Officer
MDJM LTD
Xikang Road, Heping District, Tianjin
Suite C-1505, Saidun Center
People's Republic of China
Re:MDJM LTD
Amendment No. 2 to Registration Statement on Form F-3/A
Filed May 6, 2022
File No. 333-261347
Dear Mr. Xu:
            We have reviewed your amended registration 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 registration 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 registration 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 March 27, 2022 letter.
Amendment No. 2 to Registration Statement on Form F-3
Cover Page
1.We note your revised disclosure and response to comment 2, and we reissue the comment
in part.  In the eighth paragraph on the Cover Page and on page 18 you state that the
securities being offered are of "our" offshore holding company in the Cayman
Islands, which suggests that your use of "we" refers to an entity other than the Cayman
Islands holding company.  Please revise to clarify.  Please also revise the page 11
reference to "our VIE Agreements with Mingda Tianjin" to avoid using "we" and "our"
when describing activities or functions of a VIE.  Additionally, please revise the seventh
paragraph where you define MDJH LTD and Mingda Tianjin to clarify, if true, that your

 FirstName LastNameSiping Xu
 Comapany NameMDJM LTD
 May 27, 2022 Page 2
 FirstName LastNameSiping Xu
MDJM LTD
May 27, 2022
Page 2
CEO controls those and other entities that conduct or direct the operations of the VIEs
and their subsidiaries.
Summary, page 3
2.We note your response to comment 8 and the statement on page 4 that operations
are conducted by MD UK, Mansions Estate, and Mingda Tianjin.  Please revise to
reconcile with references on page 14 and elsewhere to "VIEs and subsidiaries."  Please
revise to identify the entities, including any subsidiaries and other VIEs where operations
are conducted.
Selected Condensed Consolidating Financial Schedule, page 14
3.Please address the following with respect to your Selected Condensed Consolidating
Financial Schedule:
•Please revise your Condensed Consolidating Statements of Operations and
Comprehensive Income and your Condensed Consolidating Statements of Cash
Flows to separately present intercompany amounts.
•Please clarify why the WFOE does not report any revenue.  In this regard we note
your disclosure on page 4 that under the Exclusive Business Cooperation Agreement
the WFOE is entitled to collect a service fee approximately equal to the net income of
Mingda Tianjin after the deduction of the required PRC statutory reserve.
•Please expand your disclosure to include a narrative discussion explain the facts and
circumstances that have given rise to intercompany balances (e.g. Inter group
balances due to/from VIEs, WFOE and subsidiaries) and your intentions related to
the settlement of those balances.
Risk Factors, page 18
4.We note your amended disclosure in response to comment 11.  We reissue the comment in
part.  As it pertains to the Holding Foreign Companies Accountable Act (HFCAA) please
disclose the material risk of your shares being delisted if the PCAOB is unable to inspect
your auditor for three consecutive years in addition to your disclosure of the material risk
of the prohibition of trading in your shares in such a circumstance.
Enforcement of Civil Liabilities, page 46
5.We note your amended disclosure in response to comment 13.  Please further revise your
Enforcement of Civil Liabilities disclosure to identify and provide the residence of each
officer and director that resides outside the United States.  Further, please provide a risk
factor regarding the difficulty of shareholders to enforce their legal rights under United
States securities laws given that all of your directors and executive officers appear to be in
China.  Your risk factor should indicate that it will be more difficult to enforce liabilities,
effect service of process and enforce judgments on those individuals.  Lastly, we note that
you have included a summary risk factor regarding the Enforcement of Civil Liabilities
against your officers and directors located outside the United States.  Please revise your

 FirstName LastNameSiping Xu
 Comapany NameMDJM LTD
 May 27, 2022 Page 3
 FirstName LastName
Siping Xu
MDJM LTD
May 27, 2022
Page 3
summary risk factor to cross reference to the disclosure about such risks within the
prospectus.
General
6.We note your amended disclosure in response to comments 5 and 6, specifically the
identification of your PRC counsel.  However, we note the absence of an Exhibit 23.3
which you stated in your response letter would be the exhibit containing your PRC
Counsel's consent to being named in the prospectus.  Please file your PRC Counsel's
consent to being named in the prospectus as requested in previous comments 5 and 6.
            You may contact Austin Wood at 202-551-5586 or Jim Lopez at 202-551-3536 if you
have questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction

CORRESP
1
filename1.htm

MDJM LTD

May 6, 2022

Via Edgar

Mr. Jim Lopez

Legal Branch Chief

Division of Corporation Finance

Office of Real Estate & Construction

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C., 20549

    Re:
    MDJM LTD

    Amendment No.  1 to Registration Statement on Form F-3/A

    Filed January 28, 2022

    File No. 333-261347

Dear Mr. Lopez:

This letter is in response to the letter dated
March 27, 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 (“Amended
Registration Statement No. 2”) is being filed to accompany this letter.

Cover Page

1. We note your amended disclosure in response
to comment 1. We reissue the comment in part. Please revise your amended disclosure regarding the legal and operational risks associated
with being based in or having the majority of the company's operations in China to make clear that these risks could cause the value of
your securities to significantly decline or be worthless.

In response to the Staff’s comments, we
revised our disclosure on the Cover Page and page 6 of Amended Registration Statement No. 2 to make it clear that the legal and operational
risks associated with having the majority of the Company’s operations in China could cause the value of our securities to significantly
decline or be worthless.

2. We note your amended disclosure in response
to comment 2 from our previous letter. We reissue the comment in part. Please clearly disclose, on the Cover Page, how you will refer
to the numerous subsidiaries of the Company throughout the filing when providing disclosure. Additionally, we note you refer to "our
... VIE" on the Cover Page and page 12. Please revise to refrain from using terms such as "our" when describing activities
or functions of the VIE.

In response to the Staff’s comments, we
revised our disclosure on the Cover Page of Amended Registration Statement No. 2 to clearly disclose how we will refer to our subsidiaries
throughout the filing when providing disclosure. In addition, we revised our disclosure on the Cover Page and page 12 of Amended Registration
Statement No. 2 to refrain from using terms such as “our” when describing activities or functions of the VIE.

3. We note your response to comment 3 and the
related changes to your disclosure. Please expand your disclosure to discuss any cash transfers made by the parent to other subsidiaries
to fund operations. For example, it appears from your condensed consolidating statement of cash flows for the period ended June 30, 2021
approximately $3.1 million was transferred from the parent to the other subsidiaries.

In response to the Staff’s comments, we
revised our disclosure on the Cover Page and page 12 of Amended Registration Statement No. 2 to discuss cash transfers made by the parent
to other subsidiaries to fund operations.

4. We note references here, page 3, page 6
and elsewhere that you do not "directly hold" equity interests in the VIE. As this implies an indirect equity interest, please
revise to avoid suggesting that the contractual agreements are equivalent to equity ownership in the business of the VIE.

In response to the Staff’s comments, we
revised our disclosure on the Cover Page and pages 3 and 6 of Amended Registration Statement No. 2 to avoid suggesting that the contractual
agreements are equivalent to equity ownership in the business of the VIE.

5. We note disclosure on page 12 and elsewhere
that you are not required to obtain certain permissions or approvals. Please revise the Cover Page and elsewhere to address the extent
to which you, your subsidiaries, or VIEs are covered by permissions requirements from the China Securities Regulatory Commission (CSRC),
Cyberspace Administration of China (CAC) or any other governmental agency that is required to approve the VIE’s operations, and
state affirmatively whether you have received all requisite permissions or approvals and whether any permissions or approvals have been
denied. Please also describe the consequences to you and your investors if you, your subsidiaries, or the VIEs: (i) do not receive or
maintain such permissions or approvals, (ii) inadvertently conclude that such permissions or approvals are not required, or (iii) applicable
laws, regulations, or interpretations change and you are required to obtain such permissions or approvals in the future. In this regard,
we note the statement that "[a]ccording to our PRC counsel, no relevant laws or regulations in the PRC explicitly require us to seek
approval from the China Securities Regulatory Commission for our overseas listing." Identify counsel providing this and other opinions
regarding statements about permissions and file a consent under Item 601(b)(23) of Regulation S-K.

In response to the Staff’s comments, we
revised our disclosure on the Cover Page and page 12 of Amended Registration Statement No. 2 to provide the required disclosure. In addition,
we revised our disclosure on the Cover Page and pages 6, 12, and 19 of Amended Registration Statement No. 2 to identify our PRC counsel
providing opinions regarding statements about permissions. We respectfully advise the Staff that we have filed a consent from our PRC
counsel, Tianjin Shanchuan Law Firm, as Exhibit 23.3 to Amended Registration Statement No. 2.

6. We note the statement that "[a]s confirmed
by our PRC counsel, we will not be subject to cybersecurity review with the Cyberspace Administration of China." Please identify
counsel and file a consent under Item 601(b)(23) of Regulation S-K.

In response to the Staff’s comments, we
revised our disclosure on the Cover Page and pages 6 and 19 of Amended Registration Statement No. 2 to identify our PRC counsel. We respectfully
advise the Staff that we have filed a consent from our PRC counsel, Tianjin Shanchuan Law Firm, as Exhibit 23.3 to Amended Registration
Statement No. 2.

Summary, page 3

7. Please revise to describe any restrictions
on foreign exchange and your ability to transfer cash between entities, across borders, and to U.S. investors. Describe any restrictions
and limitations on your ability to distribute earnings from the company, including your subsidiaries and/or the consolidated VIEs, to
the parent company and U.S. investors as well as the ability to settle amounts owed under the VIE agreements.

We respectfully advise the Staff that we have
describe the restrictions on foreign exchange and our ability to transfer cash between entities, across borders, and to U.S. investors,
and restrictions and limitations on our ability to distribute earnings from our company to the parent company and U.S. investors as well
as the ability to settle amounts owed under the VIE agreements, on pages 12 and 13 of Amended Registration Statement No. 2.

8. We note your revised disclosure in response
to comment 5. Please revise to clearly identify the entity(ies) in which the company’s operations are conducted.

In response to the Staff’s comments, we
revised our disclosure on page 4 of Amended Registration Statement No. 2 to clearly identify the entities in which our operations are
conducted.

9. We note your revised disclosure and response
to comment 7. Please revise to include summary risk factors and cross references to the more detailed disclosure for all relevant risks.
As non-exclusive examples, you do not include summary risk factors for the risks referenced in prior comments 1 or 11.

In response to the Staff’s comments, we
revised our disclosure on pages 9, 10, and 11 of Amended Registration Statement No. 2 to include summary risk factors and cross references
to the more detailed disclosure for all relevant risks. We respectfully advise the Staff that the summary risk factors for the risks referenced
in prior comments 1 and 11 have been included on pages 10 and 11 of Amended Registration Statement No. 2.

10. We note your revised disclosure in response
to comment 9. Please note we are continuing to consider your disclosure and may have further comment.

Risk Factors, page 18

11. We note your amended disclosure in response
to comment 11. We reissue the comment in part. Please revise your disclosure to provide that under either the Holding Foreign Companies
Accountable Act and/or the Accelerating Holding Foreign Companies Accountable Act, a material risk to investors if the PCAOB cannot inspect
your auditor is that your securities may be delisted and/or trading in your securities could be prohibited.

In response to the Staff’s comments, we
revised our disclosure on the Cover Page and pages 7 and 20 of Amended Registration Statement No. 2.

12. We note your revised disclosure in the
last risk factor on page 19 regarding greater oversight by the Cyberspace Administration of China (CAC) over data security and the statement
that you believe you "will not be subject to cybersecurity review by the CAC for this offering." Please revise to expand your
affirmative statement to also address your business generally and not just this offering.

In response to the Staff’s comments, we
revised our disclosure on page 19 of Amended Registration Statement No. 2 to expand our affirmative statement to also address our business
generally.

Enforceability of Civil Liabilities, page
46

13. We note the discussion of difficulties
and uncertainties regarding enforcement of civil liabilities, especially with respect to the Cayman Islands. Please revise here and the
related Risk Factors disclosure to clearly describe the additional difficulties and uncertainties arising from the fact that "[s]ubstantially
all of our assets are located in China." Please provide similar disclosure here and in Risk Factors regarding the difficulty of shareholders
to enforce their legal rights under United States securities laws given that all of your directors and executive officers appear to be
in China.

In response to the Staff’s comments, we
revised our disclosure on pages 10 and 47 of Amended Registration Statement No. 2.

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

Ying Li, Esq.

Hunter Taubman Fischer & Li LLC

United States securities and exchange commission logo
March 27, 2022
Siping Xu
Chief Executive Officer
MDJM LTD
Xikang Road, Heping District, Tianjin
Suite C-1505, Saidun Center
People's Republic of China
Re:MDJM LTD
Amendment No. 1 to Registration Statement on Form F-3/A
Filed January 28, 2022
File No. 333-261347
Dear Mr. Xu:
            We have reviewed your amended registration 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 registration 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 registration 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 December 21, 2021 letter.
Amendment No. 1 to Form F-3/A Filed January 28, 2022
Cover Page
1.We note your amended disclosure in response to comment 1.  We reissue the comment in
part.  Please revise your amended disclosure regarding the legal and operational risks
associated with being based in or having the majority of the company's operations in
China to make clear that these risks could cause the value of your securities to
significantly decline or be worthless.
2.We note your amended disclosure in response to comment 2 from our previous letter.  We
reissue the comment in part.  Please clearly disclose, on the Cover Page, how you will

 FirstName LastNameSiping Xu
 Comapany NameMDJM LTD
 March 27, 2022 Page 2
 FirstName LastNameSiping Xu
MDJM LTD
March 27, 2022
Page 2
refer to the numerous subsidiaries of the Company throughout the filing when providing
disclosure. Additionally, we note you refer to "our ... VIE" on the Cover Page and page
12. Please revise to refrain from using terms such as "our" when describing activities or
functions of the VIE.
3.We note your response to comment 3 and the related changes to your disclosure.  Please
expand your disclosure to discuss any cash transfers made by the parent to other
subsidiaries to fund operations.  For example, it appears from your condensed
consolidating statement of cash flows for the period ended June 30, 2021 approximately
$3.1 million was transferred from the parent to the other subsidiaries.
4.We note references here, page 3, page 6 and elsewhere that you do not "directly hold"
equity interests in the VIE.  As this implies an indirect equity interest, please revise to
avoid suggesting that the contractual agreements are equivalent to equity ownership in the
business of the VIE.
5.We note disclosure on page 12 and elsewhere that you are not required to obtain certain
permissions or approvals.  Please revise the Cover Page and elsewhere to address the
extent to which you, your subsidiaries, or VIEs are covered by permissions requirements
from the China Securities Regulatory Commission (CSRC), Cyberspace Administration of
China (CAC) or any other governmental agency that is required to approve the VIE’s
operations, and state affirmatively whether you have received all requisite permissions or
approvals and whether any permissions or approvals have been denied. Please also
describe the consequences to you and your investors if you, your subsidiaries, or the VIEs:
(i) do not receive or maintain such permissions or approvals, (ii) inadvertently conclude
that such permissions or approvals are not required, or (iii) applicable laws, regulations, or
interpretations change and you are required to obtain such permissions or approvals in the
future.  In this regard, we note the statement that "[a]ccording to our PRC counsel, no
relevant laws or regulations in the PRC explicitly require us to seek approval from the
China Securities Regulatory Commission for our overseas listing."  Identify counsel
providing this and other opinions regarding statements about permissions and file a
consent under Item 601(b)(23) of Regulation S-K.
6.We note the statement that "[a]s confirmed by our PRC counsel, we will not be subject to
cybersecurity review with the Cyberspace Administration of China."  Please identify
counsel and file a consent under Item 601(b)(23) of Regulation S-K.
Summary, page 3
7.Please revise to describe any restrictions on foreign exchange and your ability to transfer
cash between entities, across borders, and to U.S. investors. Describe any restrictions and
limitations on your ability to distribute earnings from the company, including your
subsidiaries and/or the consolidated VIEs, to the parent company and U.S. investors as
well as the ability to settle amounts owed under the VIE agreements.
8.We note your revised disclosure in response to comment 5.  Please revise to clearly

 FirstName LastNameSiping Xu
 Comapany NameMDJM LTD
 March 27, 2022 Page 3
 FirstName LastName
Siping Xu
MDJM LTD
March 27, 2022
Page 3
identify the entity(ies) in which the company’s operations are conducted.
9.We note your revised disclosure and response to comment 7.  Please revise to include
summary risk factors and cross references to the more detailed disclosure for all relevant
risks.  As non-exclusive examples, you do not include summary risk factors for the risks
referenced in prior comments 1 or 11.
10.We note your revised disclosure in response to comment 9.  Please note we are continuing
to consider your disclosure and may have further comment.
Risk Factors, page 18
11.We note your amended disclosure in response to comment 11.  We reissue the comment in
part.  Please revise your disclosure to provide that under either the Holding Foreign
Companies Accountable Act and/or the Accelerating Holding Foreign Companies
Accountable Act, a material risk to investors if the PCAOB cannot inspect your auditor is
that your securities may be delisted and/or trading in your securities could be prohibited.
12.We note your revised disclosure in the last risk factor on page 19 regarding greater
oversight by the Cyberspace Administration of China (CAC) over data security and the
statement that you believe you "will not be subject to cybersecurity review by the CAC
for this offering."  Please revise to expand your affirmative statement to also address your
business generally and not just this offering.
Enforceability of Civil Liabilities, page 46
13.We note the discussion of difficulties and uncertainties regarding enforcement of civil
liabilities, especially with respect to the Cayman Islands.  Please revise here and the
related Risk Factors disclosure to clearly describe the additional difficulties and
uncertainties arising from the fact that "[s]ubstantially all of our assets are located in
China."  Please provide similar disclosure here and in Risk Factors regarding the difficulty
of shareholders to enforce their legal rights under United States securities laws given that
all of your directors and executive officers appear to be in China.
            Please contact Austin Wood at 202-551-5586 or Jim Lopez at 202-551-3536 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Ying Li

CORRESP
1
filename1.htm

MDJM LTD

January 28, 2022

Via Edgar

Mr. Jim Lopez

Legal Branch Chief

Division of Corporation Finance

Office of Real Estate & Construction

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C., 20549

    Re:
    MDJM LTD

    Registration Statement on Form F-3

    Filed November 24, 2021

    File No. 333-261347

Dear Mr. Lopez:

This letter is in response to the letter dated
December 21, 2021 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 (“Amended
Registration Statement No. 1”) is being filed to accompany this letter.

Cover Page

1. Please revise to state prominently that
you are not a Chinese operating company and, where you identify VIEs, disclose, if true, that these contracts have not been tested in
court. Additionally, revise your disclosure regarding the legal and operational risks associated with being based in or having the majority
of the company's operations in China to make clear that these risks could cause the value of your securities to significantly decline
or be worthless. Your disclosure should address how recent statements and regulatory actions by China’s government, such as those
related to the use of variable interest entities and data security or anti-monopoly concerns, has or may impact the company’s ability
to conduct its business, accept foreign investments, or list on an U.S. or other foreign exchange. Please also disclose whether your auditor
is subject to the determinations announced by the PCAOB on December 16, 2021 and whether and how the Holding Foreign Companies Accountable
Act and related regulations will affect your company. Your prospectus summary should address, but not necessarily be limited to, the risks
highlighted on the prospectus cover page.

In response to the Staff’s comments, we
revised our disclosure on the cover page and pages 6, 7, 11, 18, and 20 of Amended Registration Statement No. 1 to (i) state prominently
that we are not a Chinese operating company and that the VIE agreements have not been tested in court, (ii) make it clear that the risks
associated with being based in China could cause the value of our securities to significantly decline or be worthless, (iii) address how
recent statements and regulatory actions by China’s government, such as those related to the use of variable interest entities and
data security or anti-monopoly concerns, has or may impact the company’s ability to conduct its business, accept foreign investments,
or list on an U.S. or other foreign exchange, and (iv) disclose that our auditor is not subject to the determination announced
by the PCAOB on December 16, 2021 and that the Holding Foreign Companies Accountable Act and related regulations will not affect our company.

2. On the Cover Page, please clearly disclose
how you will refer to the holding company, subsidiaries, and VIEs when providing the disclosure throughout the document so that it is
clear to investors which entity the disclosure is referencing and which subsidiaries or entities are conducting the business operations.
Refrain from using terms such as “we” or “our” when describing activities or functions of a VIE. For example,
disclose, if true, that your subsidiaries and/or the VIE conduct operations in China, that the VIE is consolidated for accounting purposes
but is not an entity in which you own equity, and that the holding company does not conduct operations. Disclose clearly the entity (including
the domicile) in which investors are purchasing their interest.

In response to the Staff’s comments, we
revised our disclosure throughout the Amended Registration Statement No. 1.

3. Provide a description of how cash is transferred
through your organization and disclose your intentions to distribute earnings or settle amounts owed under the VIE agreements. State whether
any transfers, dividends or distributions have been made to date between the holding company, its subsidiaries, and consolidated VIEs,
or to investors, and quantify the amounts where applicable. Provide cross-references to the condensed consolidating schedule and the consolidated
financial statements.

In response to the Staff’s comments, we
revised our disclosure on the cover page of Amended Registration Statement No. 1 to (i) provide a description of how cash is transferred
through our organization and disclose that we do not currently intend to distribute earnings or settle amounts owed under the VIE agreements,
(ii) state that no transfers, dividends, or distributions have been made to date between the holding company, its subsidiaries, and consolidated
VIEs, or to investors, and (iii) provide cross-references to the condensed consolidating schedule and the consolidated financial statements.

4. We note your disclosure that the VIE structure
is used to replicate foreign investment in China-based companies. We note, however, that the structure provides contractual exposure to
foreign investment in such companies rather than replicating an investment. Please revise accordingly. Any references to control or benefits
that accrue to you because of the VIE should be limited to a clear description of the conditions you have satisfied for consolidation
of the VIE under U.S. GAAP.

In response to the Staff’s comments, we
revised our disclosure on the cover page and page 3 of Amended Registration Statement No. 1.

Prospectus Summary, page 3

5. We note the graphic on page 4 and the accompanying
narrative disclosure. Please revise to identify the person or entity that owns the equity in each depicted entity. Identify clearly the
entity in which investors are purchasing their interest and the entity(ies) in which the company’s operations are conducted.

In response to the Staff’s comments, we
revised our disclosure on page 4 of Amended Registration Statement No. 1.

6. We note your disclosure on page 3 and throughout
your filing that you control and receive economic benefits of Mingda Tianjin's business operations through VIE agreements and that those
agreements are designed to provide your WFOE with the power, rights, and obligations equivalent in all material respects to those it would
possess as the principal equity holder of the VIE. We also note the disclosure that you are the primary beneficiary of the VIE. However,
neither the investors in the holding company nor the holding company itself have an equity ownership in, direct foreign investment in,
or control of, through such ownership or investment, the VIE. Accordingly, please refrain from implying that the contractual agreements
are equivalent to equity ownership in the business of the VIE. Any references to control or benefits that accrue to you because of the
VIE should be limited to a clear description of the conditions you have satisfied for consolidation of the VIE under U.S. GAAP. Additionally,
your disclosure should clarify that you are the primary beneficiary of the VIE for accounting purposes. Please also disclose, if true,
that the VIE agreements have not been tested in a court of law.

In response to the Staff’s comments, we
revised our disclosure on the cover page, and pages 3 and 4 of Amended Registration Statement No. 1.

7. Please revise your summary of risk factors
to provide cross-references to the more detailed discussion of the significant regulatory, liquidity, and enforcement risks associated
with having a majority of the company's operations in China.

In response to the Staff’s comments, we
revised our disclosure on pages 9, 10, and 11 of Amended Registration Statement No. 1.

8. We note the statement on page 6 regarding
the PCAOB determining that it cannot inspect or fully investigate your auditor. Please revise to disclose whether your auditor is subject
to the determinations announced by the PCAOB on December 16, 2021.

In response to the Staff’s comments, we
respectfully advise the Staff that, as we disclosed on page 7 of Amended Registration Statement No. 1, our auditor, RBSM LLP, is an independent
registered public accounting firm with the PCAOB and the PCAOB conducts regular inspections to assess our auditor’s compliance with
the applicable professional standards. We revised our disclosure on page 7 of Amended Registration Statement No. 1 to clarify that the
PCAOB currently has access to inspect the working papers of our auditor and our auditor is not subject to the determinations announced
by the PCAOB on December 16, 2021.

9. Please refer to the selected financial schedule
on page 14. Please revise the schedule to present major line items, such as revenue and cost of goods/services, and subtotals and disaggregated
intercompany amounts, such as separate line items for intercompany receivables and investment in subsidiary. The schedule should also
disaggregate the parent company, the VIEs and its consolidated subsidiaries, the WFOEs that are the primary beneficiary of the VIEs, and
an aggregation of other entities that are consolidated. The objective of this disclosure is to allow an investor to evaluate the nature
of assets held by, and the operations of, entities apart from the VIE, as well as the nature and amounts associated with intercompany
transactions. Any intercompany amounts should be presented on a gross basis and when necessary, additional disclosure about such amounts
should be included in order to make the information presented not misleading.

In response to the Staff’s comments, we
revised our disclosure on pages 14, 15, 16, and 17 of Amended Registration Statement No. 1.

Risk Factors, page 14

10. Given the Chinese government’s significant
oversight and discretion over the conduct of your business, please revise your risk factor on page 18 to separately highlight the risk
that the Chinese government may intervene or influence your operations at any time, which could result in a material change in your operations
and/or the value of your common stock.

In response to the Staff’s comments, we
revised our disclosure on pages 10 and 19 of Amended Registration Statement No. 1 to separately highlight the risk that the Chinese government
may intervene or influence our operations at any time, which could result in a material change in our operations and/or the value of our
ordinary shares.

11. We note from the audit opinion that you
have a U.S. based auditor that is registered with the PCAOB and currently subject to PCAOB inspection. Please disclose any material risks
to the company and investors if it is later determined that the PCAOB is unable to inspect or investigate completely your auditor because
of a position taken by an authority in a foreign jurisdiction. For example, disclose the risk that lack of inspection could cause trading
in your securities to be prohibited under the Holding Foreign Companies Accountable Act and as a result an exchange may determine to delist
your securities.

In response to the Staff’s comments, we
revised our disclosure on the cover page, and pages 7 and 20 of Amended Registration Statement No. 1 to disclose material risks to the
company and investors if it is later determined that the PCAOB is unable to inspect or investigate completely our auditor because of a
position taken by an authority in a foreign jurisdiction.

12. Additionally, please expand your risk factors
to disclose that the United States Senate has passed the Accelerating Holding Foreign Companies Accountable Act, which, if enacted, would
decrease the number of “non-inspection years” from three years to two years, and thus, would reduce the time before your securities
may be prohibited from trading or delisted. Update your disclosure to reflect that the Commission adopted rules to implement the HFCAA
and that, pursuant to the HFCAA, the PCAOB has issued its report notifying the Commission of its determination that it is unable to inspect
or investigate completely accounting firms headquartered in mainland China or Hong Kong.

In response to the Staff’s comments, we
revised our disclosure on page 20 of Amended Registration Statement No. 1. to expand risk factors that the United States Senate has passed
the Accelerating Holding Foreign Companies Accountable Act, which, if enacted, would decrease the number of “non-inspection years”
from three years to two years, and thus, would reduce the time before our securities may be prohibited from trading or delisted and the
PCAOB has issued its report notifying the Commission of its determination that it is unable to inspect or investigate completely accounting
firms headquartered in mainland China or Hong Kong.

General

13. We note that you are registering the offer
and sale of debt securities, and the exhibit index does not identify the indenture. Please file a form of indenture as an exhibit to the
registration statement. Refer to Trust Indenture Act of 1939 Compliance and Disclosure Interpretation Question 201.02 for guidance. Similarly,
it is unclear why the exhibit index does not identify a Form T-1. Please revise accordingly.

In response to the Staff’s comments, we
revised our disclosure on page 37 of Amended Registration Statement No.1 and filed forms of indentures as exhibits to Amended Registration
Statement No. 1. We respectfully advise the Staff that when debt securities registered under the Securities Act are eligible to be offered
or sold on a delayed basis by or on behalf of the registrant pursuant to Securities Act Rule 415(a)(1)(x), Section 305(b)(2) of the Trust
Indenture Act permits the trustee to be designated on a delayed basis. Our debt securities being registered on Form F-3 are to be offered
on a delayed basis pursuant to Securities Act Rule 415(a)(1)(x). Therefore, the trustee can be named and designated on a delayed basis.
We will file a Form T-1 when the trustee is designated in the future.

In responding to your comments, the Company acknowledges
that:

    ●
    the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

    ●
    Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and

    ●
    the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

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

Ying Li, Esq.

Hunter Taubman Fischer & Li LLC

United States securities and exchange commission logo
December 21, 2021
Siping Xu
Chief Executive Officer
MDJM LTD
Xikang Road, Heping District, Tianjin
Suite C-1505, Saidun Center
People's Republic of China
Re:MDJM LTD
Registration Statement on Form F-3
Filed November 24, 2021
File No. 333-261347
Dear Mr. Xu:
            We have limited our review of your registration statement to those issues we have
addressed in our 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 registration 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 registration statement and the information you
provide in response to these comments, we may have additional comments.
Form F-3
Cover Page
1.Please revise to state prominently that you are not a Chinese operating company and,
where you identify VIEs, disclose, if true, that these contracts have not been tested in
court.  Additionally, revise your disclosure regarding the legal and operational risks
associated with being based in or having the majority of the company's operations in
China to make clear that these risks could cause the value of your securities to
significantly decline or be worthless.  Your disclosure should address how recent
statements and regulatory actions by China’s government, such as those related to the use
of variable interest entities and data security or anti-monopoly concerns, has or may
impact the company’s ability to conduct its business, accept foreign investments, or list on

 FirstName LastNameSiping Xu
 Comapany NameMDJM LTD
 December 21, 2021 Page 2
 FirstName LastNameSiping Xu
MDJM LTD
December 21, 2021
Page 2
an U.S. or other foreign exchange.  Please also disclose whether your auditor is subject to
the determinations announced by the PCAOB on December 16, 2021 and whether and
how the Holding Foreign Companies Accountable Act and related regulations will affect
your company.  Your prospectus summary should address, but not necessarily be limited
to, the risks highlighted on the prospectus cover page.
2.On the Cover Page, please clearly disclose how you will refer to the holding company,
subsidiaries, and VIEs when providing the disclosure throughout the document so that it is
clear to investors which entity the disclosure is referencing and which subsidiaries or
entities are conducting the business operations.  Refrain from using terms such as “we” or
“our” when describing activities or functions of a VIE.  For example, disclose, if true, that
your subsidiaries and/or the VIE conduct operations in China, that the VIE is consolidated
for accounting purposes but is not an entity in which you own equity, and that the holding
company does not conduct operations.  Disclose clearly the entity (including the domicile)
in which investors are purchasing their interest.
3.Provide a description of how cash is transferred through your organization and disclose
your intentions to distribute earnings or settle amounts owed under the VIE agreements.
State whether any transfers, dividends or distributions have been made to date between the
holding company, its subsidiaries, and consolidated VIEs, or to investors, and quantify the
amounts where applicable.  Provide cross-references to the condensed consolidating
schedule and the consolidated financial statements.
4.We note your disclosure that the VIE structure is used to replicate foreign investment in
China-based companies.  We note, however, that the structure provides contractual
exposure to foreign investment in such companies rather than replicating an investment.
Please revise accordingly.  Any references to control or benefits that accrue to you
because of the VIE should be limited to a clear description of the conditions you have
satisfied for consolidation of the VIE under U.S. GAAP.
Prospectus Summary , page 3
5.We note the graphic on page 4 and the accompanying narrative disclosure.  Please revise
to identify the person or entity that owns the equity in each depicted entity.  Identify
clearly the entity in which investors are purchasing their interest and the entity(ies) in
which the company’s operations are conducted.
6.We note your disclosure on page 3 and throughout your filing that you control and receive
economic benefits of Mingda Tianjin's business operations through VIE agreements and
that those agreements are designed to provide your WFOE with the power, rights, and
obligations equivalent in all material respects to those it would possess as the principal
equity holder of the VIE.  We also note the disclosure that you are the primary beneficiary
of the VIE.  However, neither the investors in the holding company nor the holding
company itself have an equity ownership in, direct foreign investment in, or control of,
through such ownership or investment, the VIE.  Accordingly, please refrain from

 FirstName LastNameSiping Xu
 Comapany NameMDJM LTD
 December 21, 2021 Page 3
 FirstName LastNameSiping Xu
MDJM LTD
December 21, 2021
Page 3
implying that the contractual agreements are equivalent to equity ownership in the
business of the VIE.  Any references to control or benefits that accrue to you because of
the VIE should be limited to a clear description of the conditions you have satisfied for
consolidation of the VIE under U.S. GAAP.  Additionally, your disclosure should clarify
that you are the primary beneficiary of the VIE for accounting purposes.  Please also
disclose, if true, that the VIE agreements have not been tested in a court of law.
7.Please revise your summary of risk factors to provide cross-references to the more
detailed discussion of the significant regulatory, liquidity, and enforcement risks
associated with having a majority of the company's operations in China.
8.We note the statement on page 6 regarding the PCAOB determining that it cannot inspect
or fully investigate your auditor.  Please revise to disclose whether your auditor is subject
to the determinations announced by the PCAOB on December 16, 2021.
9.Please refer to the selected financial schedule on page 14.  Please revise the schedule to
present major line items, such as revenue and cost of goods/services, and subtotals and
disaggregated intercompany amounts, such as separate line items for intercompany
receivables and investment in subsidiary.  The schedule should also disaggregate the
parent company, the VIEs and its consolidated subsidiaries, the WFOEs that are the
primary beneficiary of the VIEs, and an aggregation of other entities that are
consolidated.  The objective of this disclosure is to allow an investor to evaluate the nature
of assets held by, and the operations of, entities apart from the VIE, as well as the nature
and amounts associated with intercompany transactions.  Any intercompany amounts
should be presented on a gross basis and when necessary, additional disclosure about such
amounts should be included in order to make the information presented not misleading.
Risk Factors, page 14
10.Given the Chinese government’s significant oversight and discretion over the conduct of
your business, please revise your risk factor on page 18 to separately highlight the risk
that the Chinese government may intervene or influence your operations at any time,
which could result in a material change in your operations and/or the value of your
common stock.
11.We note from the audit opinion that you have a U.S. based auditor that is registered with
the PCAOB and currently subject to PCAOB inspection.  Please disclose any material
risks to the company and investors if it is later determined that the PCAOB is unable to
inspect or investigate completely your auditor because of a position taken by an authority
in a foreign jurisdiction.  For example, disclose the risk that lack of inspection could cause
trading in your securities to be prohibited under the Holding Foreign Companies
Accountable Act and as a result an exchange may determine to delist your securities.
12.Additionally, please expand your risk factors to disclose that the United States Senate has
passed the Accelerating Holding Foreign Companies Accountable Act, which, if enacted,
would decrease the number of “non-inspection years” from three years to two years, and

 FirstName LastNameSiping Xu
 Comapany NameMDJM LTD
 December 21, 2021 Page 4
 FirstName LastName
Siping Xu
MDJM LTD
December 21, 2021
Page 4
thus, would reduce the time before your securities may be prohibited from trading or
delisted.  Update your disclosure to reflect that the Commission adopted rules to
implement the HFCAA and that, pursuant to the HFCAA, the PCAOB has issued its
report notifying the Commission of its determination that it is unable to inspect or
investigate completely accounting firms headquartered in mainland China or Hong Kong.
General
13.We note that you are registering the offer and sale of debt securities, and the exhibit index
does not identify the indenture.  Please file a form of indenture as an exhibit to the
registration statement.  Refer to Trust Indenture Act of 1939 Compliance and Disclosure
Interpretation Question 201.02 for guidance.  Similarly, it is unclear why the exhibit index
does not identify a Form T-1.  Please revise accordingly.
            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.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Austin Wood at 202-551-5586 or Jim Lopez at 202-551-3536 if you
have any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Ying Li

CORRESP
1
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MDJM LTD

Suite C-1505, Saidun Center

Xikang Road, Heping District, Tianjin

People’s Republic of China

+86-2283520851

September 27, 2018

VIA EDGAR CORRESPONDENCE

Jennifer Gowetski, Senior Counsel

U.S. Securities and Exchange Commission

Division of Corporate Finance

Office of Real Estate and Commodities

100 F Street, N.E.

Mail Stop 3233

Washington, DC 20549

    Re:
    MDJM LTD

    Registration Statement on Form F-1/A (File No. 333-226826)

Ladies and Gentlemen:

In accordance with Rule 461 of the General
Rules and Regulations under the Securities Act of 1933, as amended, MDJM Ltd. (the “Company”)
hereby requests that the effectiveness of the above-referenced Registration Statement on Form F-1/A (the “F-1 Registration
Statement”) be accelerated to and that the F-1 Registration Statement become effective at 5:00pm, Eastern Time, on September
28, 2018, or as soon thereafter as practicable.

If there is any change in the acceleration
request set forth above, the Company will promptly notify you of the change, in which case the Company may be making an oral request
of acceleration of the effectiveness of the F-1 Registration Statements in accordance with Rule 461. The request may be made by
an executive officer of the Company or by any attorney from the Company’s U.S. counsel, Hunter Taubman Fischer & Li LLC.

The Company hereby acknowledges the following:

    •

    should the Securities and Exchange Commission (the “Commission”) or the staff of the Commission (the “Staff”), acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

    •

    the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

    •

    the Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

If you have any further questions, please contact Ying Li, Esq.,
at +1 (212) 530-2206, from the Company’s U.S. counsel, Hunter Taubman Fischer & Li LLC.

    Very truly yours,

    MDJM LTD

    By:

        /s/ Sinping Xu

    Name:

    Sinping Xu

    Title:

    Chairman and Chief Executive Officer

CORRESP
1
filename1.htm

N E T W O R K 1 F
I N A N C I A L

S
E C U R I T I E S , I N C .

September 27, 2018

VIA EDGAR CORRESPONDENCE

Jennifer Gowetski, Senior Counsel

U.S. Securities and Exchange Commission

Division of Corporate Finance

Office of Real Estate and Commodities

100 F Street, N.E.

Mail Stop 3233

Washington, DC 20549

Re: MDJM LTD Registration Statement
on Form F-1 (SEC File No. 333-226826)

To Whom It May Concern:

In connection with the above-referenced Registration Statement,
and pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), we hereby join in the request of
MDJM Ltd. that the effective date of the Registration Statement be accelerated so that it will be declared effective at 5:00 p.m.
Eastern Time on Friday September 28, 2018, or as soon thereafter as practicable.

Very truly yours,

NETWORK 1 FINANCIAL SECURITIES, INC.

    By:
    /s/: Damon D. Testaverde

    Name:
    Damon D. Testaverde

    Title:
    Managing Director

Members FINRA & SIPC

Network 1 Financial Securities, Inc.

The Galleria, 2 Bridge Avenue, Building
2, Red Bank, NJ 07701

(732) 758-9001

CORRESP
1
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MDJM LTD

Suite C-1505, Saidun Center

Xikang Road, Heping District, Tianjin

People’s Republic of China

+86-2283520851

September
20, 2018

Via E-mail

Jennifer Gowetski, Senior Counsel

U.S. Securities and Exchange Commission

Division of Corporate Finance

Office of Real Estate and Commodities

100 F Street, N.E.

Mail Stop 3233

Washington, DC 20549

    Re:
    MDJM LTD

    Amendment No. 1 to Registration Statement on Form F-1

    Filed September 7, 2018

    File No. 333-226826

Dear Ms. Gowetski:

MDJM LTD (the “Company”,
“ “we”, “us” or “our”) hereby transmits its response to the letter received from the
staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”), dated September 19, 2018
regarding our Amendment No. 1 to Registration Statement on Form F-1 (the “Amendment”) previously filed on September
7, 2018. For ease of reference, we have repeated the Commission’s comments in this response and numbered them accordingly.
An Amendment No. 2 to Registration Statement on Form F-1 is also submitted separately (the “Amendment”).

Use of Proceeds, page 38

 1. We note that the total of the line items in the table for both the minimum offering and the maximum offering exceed the estimated
net offering proceeds in both cases. Please revise.

Response: In response
to the Staff’s comment, we have made changes on page 38 of this Amendment.

Capitalization, page 40

 2. Please revise the number of shares underlying the warrants issued to the underwriters to be consistent
with the disclosure in the fee table and the underwriting section.

Response: In response
to the Staff’s comment, we have made changes on page 40 of this Amendment.

Dilution, page 41

 3. In the table, the line item “As adjusted net tangible book value per Ordinary Share attributable
to payments by new investors” represents the total amount of adjusted net tangible book value per ordinary share, not the
amount attributable to purchases by new investors. Please revise to reconcile the table to the narrative disclosure.

Response: In response
to the Staff’s comment, we have made changes on page 41 of this Amendment.

Thank you in advance
for your assistance in reviewing this response and the Amendment No. 2 to the Registration Statement on Form F-1. Should you have
any questions with respect to the above responses, please do not hesitate to call our counsel, Ying Li, Esq. of Hunter Taubman
Fischer & Li LLC at yli@htflawyers.com, or by telephone at (212) 530-2210.

Very Truly yours,

/s/ Siping Xu

Name: Siping Xu

Title: Chairman of the Board
and Chief Executive Officer

cc: Ying Li, Esq.

Hunter Taubman Fischer & Li LLC

Mail Stop 3233
        September 19 , 2018

Via E -mail
Siping Xu , Chairman and Chief Executive Officer
MDJM LTD
Suite C -1505, Saidun Center
Xikang Road, Heping District, Tianjin
People’s Republic of China

Re: MDJM LTD
Amendment No. 1  to Registration Statement on Form F -1
Filed September 7, 2018
  File No. 333 -226826

Dear Mr. Xu :

We have reviewed your amended registration 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 registration statement and providing the
requested information .  If you do not believe our comments apply to your facts and
circumstances or do not bel ieve an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, we may have  additional comments.

Use of Proceeds, page 38

1. We note that the total of the line items in the table for both the minimum offering and the
maximum offering exceed the estimated net offering proceeds in both cases.  Please
revise.

Capitalization, page 40

2. Please revise the number of shares underlying the warrants issued to the underwrite rs to
be consistent with the disclosure in the fee table and the underwriting section.

Siping Xu , Chairman and Chief Executive Officer
MDJM LTD
September 1 9, 2018
Page 2

Dilution, page 41

3. In the table, the line item “A s adjusted net tangible book value per Ordinary Share
attributable to payments by new investors ” repres ents the total amount of adjusted net
tangible book value per ordinary share, not the amount attributable to purchases by new
investors.  Please revise to reconcile the table to the narrative disclosure.

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.

Refer to Rules 460 and  461 regarding requests for  acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.

You may contact William Demarest at (202)551 -3432 or Kristi Marrone  at (202)551 -
3429 if you have questions regarding comments on the financial statements and re lated matters.
Please contact Stacie Gorman at (202)551 -3585 or me at (202)551 -3401 with any other questions.

Sincerely,

 /s/ Jennifer Gowetski

Jennifer Gowetski
Senior Counsel
Office of Real Estate and
Commodities

cc: Ying Li, Esq. ( via e -mail)

CORRESP
1
filename1.htm

August 13, 2018

Via Edgar

Jennifer Gowetski

Senior Counsel

Office of Real Estate and Commodities

U.S. Securities and Exchange Commission

    Re:
    MDJM LTD

    Comment Letter Dated July 30, 2018 regarding

    Amendment No. 1 to Draft Registration Statement on Form F-1

    Submitted July 11, 2018

    CIK No. 0001741534

Dear Ms. Gowetski:

This letter is in response to the letter
dated July 30, 2018, from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
addressed to MDJM LTD (the “Company”, “we”, “our”).  For ease of reference, we have
repeated the Commission’s comments in this response and numbered them accordingly. A Registration Statement on Form
F-1 is also submitted separately (the “Registration Statement”).

Note 3 – Accounts Receivable, page F-14

    1.
    We note your revised disclosures in response to prior comment 9. Your disclosure indicates that management makes conclusions on whether any balances outstanding at the end of each reporting period will be deemed uncollectible on an individual basis and on an aging trend analysis basis. Please clarify at what stage of delinquency (i.e. what point in the aging) you record a reserve for a delinquent account.

Response:

Our customers are primarily real
estate developers who typically pay us on a time line ranging from within the same month to within a year, based on their payment
history. We generally consider recording a reserve (a) based on our best estimates from reviewing of specific losses on an individual
account basis, (b) for existing customers with account balance past due over one year as our customers generally pay us ranging
from within the same month to within a year, which is considered customary practice as we have ongoing business relationship, and
(c) for first year customers with account balance past due over nine months.

Allowance for doubtful account
is generally computed based on our best estimate of the probability of collection of the accounts receivable aging buckets over
nine months old for our new customers and over twelve months old for our existing customers aside from our review of the accounts
on an individual basis. We have total of fourteen real estate developer customers of which three are newly engaged during 2017
and the account balances are less than three months old as of December 31, 2017. Subsequent to December 31, 2017, two of the three
new customers have fully paid and the third new customer has partially paid, which we consider the account status is current and
not in delinquent as the balance is still not over nine months past due as of today. The accounts receivable balance due from our
existing customers are all less than twelve months old as of December 31, 2017 based on our aging analysis. Our accounts receivable
are considered current and not in delinquent as of December 31, 2017. However, we reserved 20% allowance for two customers based
on our review of these two accounts on an individual basis.

As the amount of receivables
increases or decreases each reporting period, the corresponding allowance for uncollectible accounts and bad debt expense will
adjusted accordingly. In addition, the probability rate of collection and computation of the allowance for doubtful account will
be reviewed quarterly and adjusted as necessary. Reserve rates are developed and refined based on the actual collection history,
customer’s credit, business, financial status and ongoing relationship of each particular customer.

As such, we believe our accounting
policies on accounts receivable and allowance for doubtful accounts are adequate and thus, we have not amended Note 3 – Accounts
Receivable, on F-14 of the Registration Statement.

    2.
    Given that you have not received any collections on your $559,234 receivable and have only received modest collections on your $443,057 receivable, please tell us in detail why you believe further impairment of these loans is not required.

Response:

The two customers whose outstanding receivables
are referenced above, are existing customers with good payment histories and the balances due are less than six months old as
of December 31, 2017. We provided a reserve based on our review of these two accounts on an individual basis and reserved 20%
allowance at December 31, 2017 mainly due to (1) non-payment, this customer generally makes payments within a few months upon
receipt of the sales invoices from us, and (2) our estimation that the real estate units sold may not be fully collectible
and there is a probability that this real estate developer customer may not be able to pay us in full. The collection of the
above referenced accounts receivable balances is in progress. Recently, we received confirmation from the customer with a
balance of $559,234 that $241,712 is expected to be paid in the second half of August and no later than the end of September
2018 and the remaining balance is expected to be paid by the end of 2018. We also received confirmation from the customer
with a balance of $443,057 that $204,824 is expected to be paid in the month of September 2018 and the remaining balance is
expected to be paid by the end of 2018. Based on the credit history, business, financial status, payment history and ongoing
business relationship of our customers, we believe no further impairment is required as of December 31, 2017. In addition, we
have not experienced any write offs of our accounts receivable in the past. Accordingly, we believe our allowance for
doubtful account as of December 31, 2017 is sufficient and no further impairment is deemed necessary.

Thank you in advance for your assistance
in reviewing this response and the Amendment No. 2 to the Draft Registration Statement on Form F-1. Should you have any questions
with respect to the above responses, please do not hesitate to call our counsel, Ying Li, Esq. of Hunter Taubman Fischer &
Li LLC, at (212) 530-2210.

Very truly yours,

    /s/ Siping Xu

    Name:
    Siping Xu

    Title:
    Chairman and Chief Executive Officer

Ying Li, Esq.

Hunter Taubman Fischer & Li LLC

Mail Stop 3233

        July 30, 2018

Via E -mail
Siping Xu , Chairman and Chief Executive Officer
MDJM LTD
Suite C -1505, Saidun Center
Xikang Road, Heping District, Tianjin
People’s Republic of China

Re: MDJM LTD
Amendment No. 1 to Draft Registration Statement on Form F -1
Submitted July 11, 2018
  CIK No. 0001741534

Dear Mr. Xu :

We have reviewed your amended draft registration 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 providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  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 the information you provide in response to these  comments  and your
amended draft registration statement or filed registration statement,  we may have  additional
comments.

Note 3 – Accounts Receivable, page F -14

1. We note your revised disclosures in response to prior comment 9.  Your disclosure
indicates that management makes conclusions on whether any balances outstanding at the
end of each reporting period will be deemed uncollectible on an individual basis and on
an aging trend analysis basis.   Please clarify at what stage of delinquency  (i.e. what point
in the aging) you record a re serve for a delinquent account .

Siping  Xu, Chairman and Chief Executive Officer
MDJM LTD
July 30, 2018
Page 2

 2. Given that you have not received any collections on your $559,234 receivable and have
only received modest collections on your $443,057 receivable, please tell us in detail why
you believe further im pairment of these loans is not required.

You may contact William Demarest at (202)551 -3432 or Kristi Marrone  at (202)551 -
3429 if you have questions regarding comments on the financial statements and re lated matters.
Please contact Stacie Gorman at (202)5 51-3585 or me at (202)551 -3401 with any other questions.

Sincerely,

 /s/ Jennifer Gowetski

 Jennifer Gowetski
Senior Counsel
Office of Real Estate and
Commodities

cc: Ying Li, Esq. ( via e -mail)

Mail Stop 3233
June 25, 2018

Via E -mail
Siping Xu , Chairman and Chief Executive Officer
MDJM LTD
Suite C -1505, Saidun Center
Xikang Road, Heping District, Tianjin
People’s Republic of China

Re: MDJM LTD
Draft Registration Statement on Form F -1
Submitted May 29, 2018
  CIK No. 0001741534

Dear Mr. Xu :

We have reviewed your draft registration 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 discl osure.

Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  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 the information you provide in response to these  comments  and your
amended draft registration statement or filed registration statement,  we may have  additional
comments.

General

1. Please supplementally provide us with copies of all written communications, as defined
in Rule 405 under the Securities Act, that you , or anyone authorized to do so on your
behalf , present to potential invest ors in reliance on Section 5(d) of the Securities Act,
whether or not they retain copies of the communications.

Risk Factors, page 13

2. Please add risk factor disclosure , as applic able, describing any  potential impact of the
proposed tariffs by the United States and China on your operations .

Siping Xu , Chairman and Chief Executive Officer
MDJM LTD
June 25, 2018
Page 2

 We may not be able to su ccessfully execute… page 15

3. We note your disclosure that you may not be able to successfully enter into new
geographical markets.  In your B usiness section, or elsewhere as appropriate, please
disclose whether there are any regulations that may be impac t your ability to enter these
new markets.

We face long cycles … page 19

4. We note your disclosure that some of your developer clients require you to pay an
upfront  and refundable deposit.  Please revise to more specifically describe these
deposits, when you are entitled to refunds of such deposits and how the se deposits impact
your operations.

Our contractual agreements with Mingda Tianjin …, page 31

5. We note your disclosure that disputes between you and Mingda Tianjin will be subject to
arbitration in the People’s Republic of China.  Please revise  your disclosure to discuss the
impact, if any, of t hese provisions on shareholders ’ rights to pursue claims under the
Unite States federal securities laws.

Disclosure Reg arding Forward -Looking Statements, page 37

6. We note your disclaimer as to forward -looking statements and your reference to the
Private Securities Litigation Reform Act of 199 5. Please note that you do not appear
eligible for the safe harbor for forward -looking s tatements available under the  PSLRA
because you are not currently a U.S. reporting company. Please revise your disc losure as
approp riate.  Additionally, we note  the last sentence in the section “Industry Data and
Forecasts.”  This statement appear s to disclaim the issuer’s responsibility for information
in the registration statement.  As this is not consistent with the liability provisions of the
Securities Act, p lease revise the disclosure to remove this disclaimer.

Industry, page 52

7. We note your disclo sure on page 54.  Please revise the table to disclose information
regarding the areas wh ere your operations are located and clarify, as applicable, the areas
in which you operate.

Provisions on  Foreign Investment, page 76

8. Please revi se to clar ify the status of your various PRC entities under the Interim Measures
for Record -filing for the Establishment and Alteration of Foreign -invested Enterprises
reference d in this section.

Siping Xu , Chairman and Chief Executive Officer
MDJM LTD
June 25, 2018
Page 3

 Note 3 – Accounts Receivable , page F -14

9. Please expand upon your accounting policy related to the determination of the allowance
for doubtful accounts.  For example, clarify at what stage of delinquency you record a
reserve for a delinquent account, additional factors that would trigger the recording of a
reserve or impairment and at what point a receivable is written off as uncollectible.  In
addition, tell us the amount of receivables outstanding as of December 31, 2017 that have
been subsequently collected.

You may contact William Demarest at (202)551 -3432 or Kristi Marrone  at (202)551 -
3429 if you have questions regarding comments on the financial statements and re lated matters.
Please contact Stacie Gorman at (202)551 -3585 or me at (202)551 -3401 with any other questions.

Sincerely,

 /s/ Jennifer Gowetski

 Jennifer Gowetski
Senior Counsel
Office of Real Estate and
Commodities
cc: Ying Li, Esq. ( via e -mail)