March 6, 2025

Elmer Louis Werner, III
Reporting Person
CLS Holdings USA, Inc.
6900 E Camelback Road Ste 1020
Phoenix, AZ 85251

       Re: CLS Holdings USA, Inc.
           Elmer Louis Werner, III
           Schedule 13D filed January 3, 2025 by Elmer Louis Werner, III
           File No. 005-89292
Dear Elmer Louis Werner, III:

       We have conducted a limited review of the above-captioned filing and
have the
following comments.

        Please respond to this letter by amending the filing or by providing
the requested
information. If you do not believe our comments apply to your facts and
circumstances or
that an amendment is appropriate, please advise us why in a response letter.

       After reviewing any amendment to the filing and any information provided
in
response to these comments, we may have additional comments.

Schedule 13D filed January 3, 2025
General

1.     We note that the event reported as requiring the filing of the Schedule
13D was
       October 28, 2024. Rule 13d-1(a) of Regulation 13D-G requires the filing
of a
       Schedule 13D within five business days after the date beneficial
ownership of more
       than five percent of a class of equity securities specified in Rule
13d-1(i)(1) was
       acquired. Based on the October 28, 2024 event date, the Schedule 13D
submitted on
       January 3, 2025 was not timely filed. Please advise us why the Schedule
13D was not
       filed within the required five business days after the date of the
acquisition.
2.     The cover page of the above-captioned Schedule 13D indicates that
October 28, 2024
       was the date of the event that required this filing to have been made.
Please advise us
       how this date was determined.
Item 5, page 1
 March 6, 2025
Page 2

3.     Refer to the disclosure provided under Item 5(c) of the above-captioned
Schedule 13D
       that states "LEM Investments LLC sold 750,000 shares of Common Stock on
October
       28, 2024 at a price per share of $0.04." Item 5(c), however, requires
the beneficial
       owner to "describe any transactions in the class of securities reported
on that were
       effected during the past sixty days." Please revise to provide the
requisite disclosure
       with respect to all transactions in the securities between the deadline
for timely filing
       the Schedule 13D and the actual filing of the Schedule 13D. In amending
the
       Schedule 13D to include the required disclosures, please be advised that
       the Instruction to Item 5(c) requires the beneficial owner to
"describe," at a minimum,
       the following: "(1) The identity of the person covered by Item 5(c) who
effected the
       transaction; (2) the date of transaction; (3) the amount of securities
involved; (4) the
       price per share or unit; and (5) where and how the transaction was
effected."
Item 7, page 1

4.     Multiple beneficial owners have reported their beneficial ownership on
the above-
       captioned Schedule 13D. Whenever two or more persons are required to
file a
       statement containing the information required by Schedule 13D, a single
Schedule
       13D may be filed provided that it includes, as an exhibit, their
agreement in writing
       that such a statement is filed on behalf of each of them. Please revise
to add the
       required exhibit, or advise. See Rule 13d-1(k)(1)(iii).
        We remind you that the filing persons are responsible for the accuracy
and adequacy
of their disclosures, notwithstanding any review, comments, action or absence
of action by
the staff.

      Please direct any questions to Blake Grady at 202-551-8573 or Nicholas
Panos at
202-551-3266.



                                                             Sincerely,

                                                             Division of
Corporation Finance
                                                             Office of Mergers
& Acquisitions