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                               May 11, 2021

       Amir Ben-Yohanan
       Chief Executive Officer
       Clubhouse Media Group, Inc.
       3651 Lindell Road, D517
       Las Vegas, NV 89103

                                                        Re: Clubhouse Media
Group, Inc.
                                                            Amendment No. 2 to
Offering Statement on Form 1-A
                                                            Filed April 27,
2021
                                                            File No. 024-11447

       Dear Mr. Ben-Yohanan:

             We have reviewed your amended offering 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 offering 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 offering 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
16, 2021 letter.

       Amendment No. 2 to Offering Statement on Form 1-A filed April 27, 2021

       Cover Page

   1.                                                   We note your revised
disclosure in response to our prior comment 1, and re-issue the
                                                        comment in part. Please
amend the disclosure in your offering statement and in Part I of
                                                        Item 4 of your Form 1-A
to disclose the aggregate offering price of your offering. In this
                                                        regard, while you
disclose the aggregate maximum offering price to investors, you do not
                                                        include an aggregate
offering price as defined in Rule 251(a). When calculating the
                                                        aggregate offering
price, please include the value of the shares underlying the placement
                                                        agent's warrants. Refer
to the Note to Paragraph (a) in Rule 251 of Regulation A. Please
                                                        ensure that the
aggregate offering price disclosed in Part I is consistent with the aggregate
                                                        offering price
disclosed in your offering statement. Lastly, please revise the "Offering
 Amir Ben-Yohanan
Clubhouse Media Group, Inc.
May 11, 2021
Page 2
       Summary" terms included on your webpage on the FlashFunders.com website,
so that
       such terms are consistent with the disclosure in your offering statement
and Part I of your
       Form 1-A. In this regard, we note the "Offering Summary" terms on the
website provides
       that you will be qualifying 10,000,000 shares under this offering
statement at $3.00 per
       share. Please also remove the statement on the website that you are
offering securities
       through a registration statement that has been qualified by the
Securities and Exchange
       Commission under the Securities Act of 1933, as Regulation A is an
exemption from the
       registration requirements of the Securities Act of 1933.
Capitalization, page 17

2.     Total capitalization does not foot from the debt and equity amounts
above it. It assumes
       total stockholders' deficit is a positive rather than negative number.
Please revise the total
       capitalization amount.
Part III - Exhibits, page 107

3.     Please file any agreements pursuant to which you will use the online
platform operated
       by FlashFunders Funding Portal, LLC.
General

4.     We note an "Investor Presentation" dated April 2021 on and accessible
via your webpage
       on the FlashFunders.com website, which is not included in your offering
       statement. Please file all testing the waters materials as an exhibit to
the offering
       statement and confirm that these communications will comply with the
conditions in
       Securities Act Rule 255(b)(4). See Part III, Item 17(13) of Form 1-A. In
addition, please
       revise your disclosure in Part I so that it is consistent with your use
of testing the waters
       materials. In this regard, we note that, in Item 4 of Part I of your
Form 1-A, you indicate
       that you have not used solicitation of interest communications in
connection with the
       proposed offering.
       You may contact Joel Parker at (202) 551-3651 or Adam Phippen at (202)
551-3336 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Nicholas Lamparski at (202) 551-4695 or Erin Jaskot at (202) 551-3442
with any other
questions.



                                                              Sincerely,
FirstName LastNameAmir Ben-Yohanan
                                                              Division of
Corporation Finance
Comapany NameClubhouse Media Group, Inc.
                                                              Office of Trade &
Services
May 11, 2021 Page 2
cc:       Laura Anthony
FirstName LastName