C21 Investments Inc 6-K, filed Feb 1, 2021

UNITED STATESSECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of February, 2021

Commission File Number: 000-55982

C21 Investments Inc. (Translation of registrant's name into English)

Suite 1900-855 West Georgia St, Vancouver, BC, V6C 3H4 (Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

[ x ] Form 20-F   [           ] Form 40-F

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): [           ]

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): [           ]

SUBMITTED HEREWITH

Exhibits

99.1	Notice of Change of Auditor
99.2	Change of Auditor, former
99.3	Change of Auditor, successor

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	C21 Investments Inc.
	(Registrant)
Date: February 1, 2021	By:	/s/ Michael Kidd
		Michael Kidd
	Title:	CFO

C21 Investments Inc.: Exhibit 99.1 - Filed by newsfilecorp.com

C21 INVESTMENTS INC.

NOTICE OF CHANGE OF AUDITOR

PURSUANT TO SECTION 4.11 OF NATIONAL INSTRUMENT 51-102

OF THE CANADIAN SECURITIES ADMINISTRATORS

To: Davidson & Company LLP, Chartered Professional Accountants, Vancouver, British Columbia

and

To: Baker Tilly US, LLP, Certified Public Accountants, Irvine, California

C21 Investments Inc. (the "Company") hereby provides notice pursuant to section 4.11 of National Instrument 51-102 ("NI 51-102") of a change in the auditor of the Company from Davidson & Company LLP, Chartered Professional Accountants, of Vancouver, British Columbia to Baker Tilly US, LLP, Certified Public Accountants, of Irvine, California and confirms the following:

1. At the request of the Company, Davidson & Company LLP, Chartered Professional Accountants ("Davidson") tendered its resignation as auditor of the Company effective as of January 19, 2021;

2. Baker Tilly US, LLP, Certified Public Accountants ("Baker Tilly") advised the Company of its agreement to be appointed as successor auditor of the Company effective upon Davidson's resignation;

3. The Board of Directors of the Company has appointed Baker Tilly as successor auditor of the Company effective as of January 19, 2021 to fill the vacancy created by the resignation of Davidson and to perform the audit of the annual financial statements of the Company for the financial year ended January 31, 2021;

4. There were no modified opinions expressed in the auditor's reports of Davidson on the annual financial statements of the Company for the financial years ended January 31, 2019 and 2020; and

5. In the opinion of the Company, there are no "reportable events" (as that term is defined in NI 51-102).

The Company requests that each of Davidson and Baker Tilly review this Notice and provide the Company on or before January 26, 2021 with a letter addressed to the the British Columbia, Alberta and Ontario Securities Commissions stating whether it (i) agrees, (ii) disagrees (and the reasons why), or (iii) has no basis to agree or disagree with the above statements in accordance with section 4.11 of NI 51-102.

DATED at Vancouver, British Columbia as of the 19th of January, 2021.

C21 INVESTMENTS INC.
Per: "Michael Kidd"
Michael Kidd
Chief Financial Officer

C21 Investments Inc.: Exhibit 99.2 - Filed by newsfilecorp.com

January 21, 2021
British Columbia Securities Commission	Ontario Securities Commission
PO Box 10142, Pacific Centre	20 Queen Street West, 19^th^Floor, Box 55
701 West Georgia Street	Toronto Ontario
Vancouver, BC	M5H 3S8
V7Y 1L2
Alberta Securities Commission
600, 250 – 5^th^Street S.W.
Calgary, AB
T2P 0R4

Dear Sirs / Mesdames

Re:       C21 Investments Inc. (the "Company")

Notice Pursuant to NI 51 – 102 of Change of Auditor

In accordance with National Instrument 51-102, we have read the Company’s Change of Auditor Notice dated January 19, 2021 and agree with the information contained therein, based upon our knowledge of the information at this date.

Should you require clarification or further information, please do not hesitate to contact the writer.

Yours very truly,

DAVIDSON & COMPANY LLP

Chartered Professional Accountants

cc: Canadian Securities Exchange

1200 - MP) Granville Street. PO Bov I03'2. Pacific Centre.Vancouver.B.C..Canada VI IG6

Telephone (604) 687-0947 Davidson-co.com

C21 Investments Inc.: Exhibit 99.3 - Filed by newsfilecorp.com

Baker Tilly US, LLP<br><br> <br>18500 Von Karman Avenue, 10th Flr.<br><br> <br>Irvine, CA 92612<br><br> <br>United States of America<br><br> <br>T: +1 (949) 222-2999<br>F: +1 (949) 222-2289<br><br> <br>bakertilly.com

January 19, 2021

British Columbia Securities Commission

PO Box 10142, Pacific Centre

701 West Georgia Street

Vancouver, BC

V7Y 1L2

Ontario Securities Commission

20 Queen Street West, 19th Floor, Box 55

Toronto Ontario

M5H 3S8

Alberta Securities Commission 600, 250 – 5th Street S.W. Calgary, AB

T2P 0R4

Dear Sirs / Mesdames

Re: C21 Investments Inc. (the "Company")

Notice Pursuant to NI 51 – 102 of Change of Auditor

In accordance with National Instrument 51-102, we have read the Company’s Change of Auditor Notice dated January 19, 2021 and agree with the information contained therein, based upon our knowledge of the information at this date.

Should you require clarification or further information, please do not hesitate to contact the writer.

Yours very truly,

BAKER TILLY US, LLP

Baker Tilly US, LLP, trading as Baker Tilly, is a member of the global network of Baker Tilly International Ltd., the members of which are separate and independent legal entities. © 2020 Baker Tilly US, LLP