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                            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
 Siping Xu
FirstName  LastNameSiping Xu
MDJM LTD
Comapany
May        NameMDJM LTD
     27, 2022
May 27,
Page 2 2022 Page 2
FirstName LastName
         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
 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.



FirstName LastNameSiping Xu                                    Sincerely,
Comapany NameMDJM LTD
                                                               Division of
Corporation Finance
May 27, 2022 Page 3                                            Office of Real
Estate & Construction
FirstName LastName