CORRESP 1 filename1.txt HART & HART, LLC ATTORNEYS AT LAW 1624 Washington Street Denver, CO 80203 William T. Hart, P.C. ________ Email: harttrinen@aol.com Will Hart Facsimile: (303) 839-5414 (303) 839-0061 July 31, 2015 Kim McManus Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Re: Strainwise, Inc. Preliminary Proxy Statement on Schedule 14A File No. 0-52825 This office represents Strainwise, Inc. (the "Company"). Amendment No. 1 to the Company's preliminary proxy statement on Schedule 14A has been filed with the Commission. This letter provides the Company's responses to the comments received from the Staff by letter dated May 20, 2015. The paragraph numbers in this letter correspond with the numbered paragraphs in the Staff's comment letter. The number under the "Page Number" column indicates the page number in the proxy statement where the response to the comment can be found. Page Number 1. Except as discussed in the proxy statement under the caption "Significant Differences Between the Corporation Laws of Utah and Colorado", shareholders' rights do not differ in any material respect between the Utah Revised Business Corporation Act and the Colorado Business Corporation Act. However, Article VI of the Company's Utah Articles states, in substance, that shareholders do not have preemptive rights and that cumulative voting for directors is not allowed. Pursuant to C.R.S. 7-106-301(1) shareholders do not have preemptive rights unless the articles provide for such rights and pursuant to C.R.S. 7-102-102(3) cumulative voting is allowed unless the articles state otherwise. The Colorado Articles do not allow preemptive rights or cumulative voting. As a result, shareholder rights do not differ substantially between the Utah and Colorado statutes and Utah and Colorado Articles. Disclosure has been added to the proxy statement to this effect. 4, 8 2. Comment complied with. If you should have any questions concerning the foregoing, please do not hesitate to contact the undersigned. Very Truly Yours, HART & HART. LLC /s/ William T. Hart William T. Hart