September 18, 2015
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
Att: Pamala Howell
Ronald E .Alper
John Reynolds, Assistant Director
Mail Stop 4561
100 F Street, N.E.
Washington, DC 20549-4720
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Re:
| Emergent Health Corp
Withdrawal of Registration Statement on Form S-1 (File No. 333-202048)
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To whom it may concern:
Pursuant to Rule 477 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), Emergent Health Corp. (the “Registrant”) hereby requests that the Securities and Exchange Commission (the “Commission”) consent to the withdrawal, effective as of the date hereof or at the earliest practicable date hereafter, of its Registration Statement on Form S-1 (File No. 333-202048), together with all exhibits thereto (collectively, the “Registration Statement”). The Registration Statement was originally filed with the Commission on February 12, 2015. The Registration Statement was not declared effective by the Commission under the Securities Act.
The Registrant has determined not to pursue the public offering to which the Registration Statement relates at this time due to difficulty completing its financial statements and market conditions and requests that the Commission consent to this application on the grounds that withdrawal of the Registration Statement is consistent with the public interest and the protection of investors, as contemplated by Rule 477(a) of the Securities Act.
The Registrant confirms that no securities have been sold pursuant to the Registration Statement. Pursuant to Rule 477(c) of the Securities Act, the Registrant advises the Commission that it may, upon consideration of its financing and strategic options, in reliance on Rule 155(c) promulgated under the Securities Act, undertake a subsequent private offering.
The Registrant acknowledges that no refund will be made for fees paid to the Commission in connection with filing of the Registration Statement. However, the Registrant requests that, in accordance with Rule 457(p) under the Securities Act, all fees paid to the Commission in connection with the filing of the Registration Statement be credited for future use.
Please send copies of the written order granting withdrawal of the Registration Statement to the undersigned at the address above. Please contact Jeffrey G. Klein, P.A. located at 301 Yamato Road, Suite 1240, Boca Raton FL 33431. Telephone: 561-953-1126 Email: jklein@jkleinlegal.com
Very truly yours,
Emergent Health Corp.
/s/ Chris Swenson
Print Name: Chris Swenson, President and CEO
