0001302946-13-000057.txt : 20131121 0001302946-13-000057.hdr.sgml : 20131121 20131121130237 ACCESSION NUMBER: 0001302946-13-000057 CONFORMED SUBMISSION TYPE: RW PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20131121 DATE AS OF CHANGE: 20131121 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TWO RIVERS WATER & FARMING Co CENTRAL INDEX KEY: 0001302946 STANDARD INDUSTRIAL CLASSIFICATION: AGRICULTURE PRODUCTION - CROPS [0100] IRS NUMBER: 134228144 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: RW SEC ACT: SEC FILE NUMBER: 333-186665 FILM NUMBER: 131234845 BUSINESS ADDRESS: STREET 1: 2000 S COLORADO BLVD. STREET 2: STE 1-3100 CITY: DENVER STATE: CO ZIP: 80222 BUSINESS PHONE: 303-222-1000 MAIL ADDRESS: STREET 1: 2000 S COLORADO BLVD. STREET 2: STE 1-3100 CITY: DENVER STATE: CO ZIP: 80222 FORMER COMPANY: FORMER CONFORMED NAME: TWO RIVERS WATER Co DATE OF NAME CHANGE: 20100203 FORMER COMPANY: FORMER CONFORMED NAME: Navidec Financial Services, Inc. DATE OF NAME CHANGE: 20040913 RW 1 turv20131121rw.htm TURV DFP REGISTRATION WITHDRAWAL LETTER turv20131121rw.htm
 
VIA EDGAR


November 19, 2013

United States Securities and Exchange Commission
Division of Corporate Finance
100 “F” Street, N.E.
Washington, D.C. 20549

Attn:  Max A. Webb, Assistant Director
     
 
Re:
  
Two Rivers Water & Farming Company
  
  
Withdrawal of Registration Statement on Form S-1 (File No. 333-186665)

Ladies and Gentlemen:

Pursuant to Rule 477 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), Two Rivers Water & Farming Company (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. 333-186665), together with all exhibits and amendments thereto (collectively, the “Registration Statement”). The Registration Statement was originally filed with the Commission on February 13, 2013.

In light of current market conditions, the Registrant and the selling security holders have determined not to proceed with the offering contemplated by the Registration Statement.  In this regard, registration of the shares to be issued upon exercise/conversion of the underlying warrants and convertible preferred stock would have been discretionary.

The Registrant confirms that no securities have been issued or sold pursuant to the Registration Statement.  Pursuant to Rule 477(c), the Registrant advises the Commission that it may, upon consideration of its financing and strategic options, undertake a subsequent private offering in reliance on Rule 155(c) promulgated under the Securities Act.

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 Two Rivers Water & Farming Company, 2000 South Colorado Boulevard, Tower 1, Suite 3100, Denver, CO 80222, facsimile number (303) 845-9400.
 
If you have any questions with respect to this matter, please contact the undersigned at (303) 222-1032.
 
Sincerely,
 
Two Rivers Water & Farming Company

/s/ Wayne Harding
Chief Financial Officer

Copies to:                      John R. McKowen
CEO and Chairman of the Board
Two Rivers Water & Farming Company

J. David Hershberger