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                            June 24, 2020

       Lloyd Spencer
       President
       Deep Green Waste & Recycling, Inc.
       13110 NE 177th Place, Suite 293
       Woodinville, WA 98072

                                                        Re: Deep Green Waste &
Recycling, Inc.
                                                            Amendment No. 1 to
Registration Statement on Form S-1
                                                            Filed June 8, 2020
                                                            File No. 333-237257

       Dear Mr. Spencer:

             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 April
14, 2020 letter.

       Amendment No. 1 to Registration Statement on Form S-1

       Description of Business, page 29

   1.                                                   We note your revised
prospectus summary and risk factor disclosure on page 12 in
                                                        response to prior
comment 1 that your "sole strategy is to acquire an operating business."
                                                        It appears from your
current disclosure that you may be a "blank check" company under
                                                        Section (a)(2) of Rule
419 of the Securities Act of 1933. We note your disclosure that the
                                                        company ceased
operations related to its waste recycling services in 2018 and that the
                                                        company intends to
restart this business by acquiring an operating business. Please revise
                                                        to disclose your status
as a blank check company and, in an appropriate place in your
                                                        filing, provide details
regarding compliance with Rule 419 in connection with any offering
                                                        of your securities.
Additionally, it appears that you may also be a shell company. Please
 Lloyd Spencer
Deep Green Waste & Recycling, Inc.
June 24, 2020
Page 2
       disclose in the description of business section that you are a shell
company and add a risk
       factor that highlights the consequences of your shell company status.
Discuss the
       enhanced reporting requirements imposed on shell companies, and the
conditions that
       must be satisfied before restricted and control securities may be resold
in reliance on Rule
       144. If you do not believe that you are a blank check company or a shell
company, please
       provide us with your legal analysis.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Liquidity and Capital Resources, page 37

2.     We reviewed your response to comment 6 and the revisions to your
disclosure. Please
       expand your disclosure to discuss your working capital deficit,
including all debt that is in
       default at December 31, 2019 and at March 31, 2020, along with any
changes in your
       financial condition. Refer to Item 303(a) of Regulation S-K.
Required Capital Over the Next Fiscal Year, page 38

3.     We reviewed your response to comment 8 and the revisions to your
disclosure. It appears
       that the $1,000,000 of capital you disclose you will have to raise
through the end of 2020
       still does not align with the capital required to achieve your 12-month
milestones. In that
       regard, we note that your 12-month milestones identify $2,437,000 of
required capital and
       include other milestone items for which no cost estimates have been
provided. As
       previously requested, please reconcile the amount of required capital
over the next fiscal
       year disclosed on page 38 to the amount of required capital to achieve
your 12-month
       milestones disclosed on pages 33 and 34.
        You may contact Yolanda Guobadia, Staff Accountant, at (202) 551-3562
or Sondra
Snyder, Staff Accountant, at (202) 551-3332 if you have questions regarding
comments on the
financial statements and related matters. Please contact Liz Packebusch, Staff
Attorney, at (202)
551-8749 or Loan Lauren Nguyen, Legal Branch Chief, at (202) 551-3642 with any
other
questions.



                                                              Sincerely,
FirstName LastNameLloyd Spencer
                                                              Division of
Corporation Finance
Comapany NameDeep Green Waste & Recycling, Inc.
                                                              Office of Energy
& Transportation
June 24, 2020 Page 2
cc:       Matthew McMurdo
FirstName LastName