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                             February 9, 2021

       Bradley J. Nattrass
       Chief Executive Officer
       urban-gro, Inc.
       1751 Panorama Point, Unit G
       Lafayette, CO 80026

                                                        Re: urban-gro, Inc.
                                                            Amendment No. 5 to
Registration Statement on Form S-1
                                                            Filed February 5,
2021
                                                            File No. 333-250120

       Dear Mr. Nattrass:

             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.

       Amendment No. 5 to Registration Statement on Form S-1

       Prospectus Cover

   1.                                                   When updating your
prospectus cover to reflect a more recent sale price of your common
                                                        stock, please include,
for comparison purposes, disclosure of the sale price of your
                                                        common stock prior to
the recent price volatility in your stock. For example, please
                                                        disclose the price at
which your stock was trading 30 days prior to your filing. Also
                                                        describe the recent
price volatility in your stock and briefly disclose any known risks of
                                                        investing in your stock
under these circumstances.
 Bradley J. Nattrass
FirstName  LastNameBradley J. Nattrass
urban-gro, Inc.
Comapany9,Nameurban-gro,
February    2021         Inc.
February
Page 2 9, 2021 Page 2
FirstName LastName
Risk Factors
"Our stock price could be extremely volatile...", page 19

2.       We note your disclosure that    [e]ven if a trading market develops,
the market price of
         [y]our common stock may be highly volatile and could be subject to
wide fluctuations.
         Please include intra-day stock price range information that covers a
period of time
         sufficient to demonstrate the recent price volatility and address the
impact on investors.
         To the extent recent increases in your stock price are significantly
inconsistent with
         improvements in actual or expected operating performance, financial
condition or other
         indicators of value, discuss the inconsistencies and where relevant
quantify them. If you
         lack information to do so, explain why.
3.       Please consider whether your recent increase in price volatility
exposes your common
         stock to short sale risk. If so, please consider disclosing the risks
associated with your
         common stock being    shorted,    what typically happens following a
short squeeze, and the
         impact on investors that purchase shares during this time.
4.       We note the significant number of shares you are offering relative to
the number currently
         outstanding. Include a risk factor that addresses the impact that the
offering could have on
         your stock price and on investors.
       Please contact Taylor Beech at 202-551-4515 or Mara Ransom at
202-551-3264 with any
questions.



                                                               Sincerely,

                                                               Division of
Corporation Finance
                                                               Office of Trade
& Services
cc:      Michael Bradshaw, Esq.