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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 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.

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 investors 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 applicable, 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 successfully execute... page 15

3.     We note your disclosure that you may not be able to successfully enter
into new
       geographical markets. In your Business section, or elsewhere as
appropriate, please
       disclose whether there are any regulations that may be impact 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
these 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 these provisions on shareholders' rights to pursue
claims under the
       Unite States federal securities laws.

Disclosure Regarding 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 1995. Please note that you
do not appear
       eligible for the safe harbor for forward-looking statements available
under the PSLRA
       because you are not currently a U.S. reporting company. Please revise
your disclosure as
       appropriate. Additionally, we note the last sentence in the section
"Industry Data and
       Forecasts." This statement appears 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, please revise the disclosure to remove this disclaimer.

Industry, page 52

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

Provisions on Foreign Investment, page 76

8.     Please revise to clarify the status of your various PRC entities under
the Interim Measures
       for Record-filing for the Establishment and Alteration of
Foreign-invested Enterprises
       referenced 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
related matters.
Please contact Stacie Gorman at (202)551-3585 or me at (202)551-3401with any
other questions.

                                                           Sincerely,

                                                           /s/ Jennifer
Gowetski

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