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                                April 26, 2023

       Zhuang Richun
       Chief Executive Officer
       Kun Peng International Ltd.
       1F, Building 3, No 1001 Huihe South Street
       Banbidian Village
       Gaobeidian Town, Chaoyang District
       Beijing , PRC

                                                        Re: Kun Peng
International Ltd.
                                                            Annual Report on
Form 10-K
                                                            Filed December 29,
2022
                                                            File No. 333-169805

       Dear Zhuang Richun:

              We have reviewed your filing 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 these comments within ten business days by
providing the requested
       information or advise us as soon as possible when you will respond. If
you do not believe our
       comments apply to your facts and circumstances, please tell us why in
your response.

                                                        After reviewing your
response to these comments, we may have additional comments.

       Annual Report on Form 10-K filed on December 29, 2022

       Regulatory Overview - Legal and Operational Risks, page 5

   1.                                                   Please revise your
disclosure to explain whether the VIE structure is used to provide
                                                        investors with exposure
to foreign investment in China-based companies where Chinese
                                                        law prohibits direct
foreign investment in the operating companies. For each risk factor
                                                        listed here, please
provide a cross reference to the specific page that the risk factor starts
                                                        on in your filing. A
general reference to the page number of the beginning of the risk
                                                        factors section is not
sufficient for this purpose.
   2.                                                   Please provide
prominent disclosure about the legal and operational risks associated with
                                                        being based in or
having the majority of the company   s operations in China. Your
                                                        disclosure should make
clear whether these risks could result in a material change in your
 Zhuang Richun
Kun Peng International Ltd.
April 26, 2023
Page 2
         operations and/or the value of your securities or could significantly
limit or completely
         hinder your ability to offer or continue to offer securities to
investors and cause the value
         of such securities to significantly decline or be worthless. Your
disclosure should address
         how recent statements and regulatory actions by China   s government,
such as those
         related to the use of variable interest entities and data security or
anti-monopoly concerns,
         have or may impact the company   s ability to conduct its business,
accept foreign
         investments, or list on a U.S. or other foreign exchange. Please
disclose the location of
         your auditor   s headquarters and whether and how the Holding Foreign
Companies
         Accountable Act, as amended by the Consolidated Appropriations Act,
2023, and related
         regulations will affect your company.
3.       Clearly disclose how you will refer to the holding company,
subsidiaries, and VIEs when
         providing the disclosure throughout the document so that it is clear
to shareholders which
         entity the disclosure is referencing and which subsidiaries or
entities are conducting the
         business operations. Refrain from using terms such as    we    or
our    when describing
         activities or functions of a VIE. For example, disclose, if true, that
your subsidiaries
         and/or the VIE conduct operations in China, that the VIE is
consolidated for accounting
         purposes but is not an entity in which you own equity, and that the
holding company does
         not conduct operations.
4.       Please amend your disclosure here and risk factors sections to state
that, to the extent cash
         in the business is in the PRC/Hong Kong or a PRC/Hong Kong entity, the
funds may not
         be available to fund operations or for other use outside of the
PRC/Hong Kong due to
         interventions in or the imposition of restrictions and limitations on
the ability of you, your
         subsidiaries, or the consolidated VIEs by the PRC government to
transfer cash.
5.       To the extent you have cash management policies that dictate how funds
are transferred
         between you, your subsidiaries, the consolidated VIEs or investors,
summarize the
         policies, and disclose the source of such policies (e.g., whether they
are contractual in
         nature, pursuant to regulations, etc.); alternatively, state on the
cover page and in the
         prospectus summary that you have no such cash management policies that
dictate how
         funds are transferred.
6.     We note your disclosure in your first bullet point that the VIE
agreements provides you
       with "effective control over and enable us to obtain substantially all
of the economic
       benefits arising from these business operations." You make similar
disclosures in your
       fourth bullet point here and on page 9 under the caption "Contractual
Arrangements" and
       in other disclosures in your filing. Any references to control or
benefits that accrue to you
       because of the VIE should be limited to a clear description of the
conditions you have
       satisfied for consolidation of the VIE under U.S. GAAP. Additionally,
your disclosure
FirstName LastNameZhuang Richun
       should clarify that you are the primary beneficiary of the VIE for
accounting purposes.
Comapany    NameKun
       Please           Peng International
               also disclose,                 Ltd.
                              if true, that the VIE agreements have not been
tested in a court of
       law.
April 26, 2023 Page 2
FirstName LastName
 Zhuang Richun
FirstName   LastNameZhuang
Kun Peng International Ltd. Richun
Comapany
April       NameKun Peng International Ltd.
       26, 2023
April 326, 2023 Page 3
Page
FirstName LastName
7.       We note your disclosure of your legal and operational risks. Please
include here and
         provide a risk factor that specifically addresses the risk arising
from the legal system in
         China, including risks and uncertainties regarding the enforcement of
laws and that rules
         and regulations in China can change quickly with little advance
notice; and the risk that
         the Chinese government may intervene or influence your operations at
any time, or may
         exert more control over offerings conducted overseas and/or foreign
investment in China-
         based issuers, which could result in a material change in your
operations. Acknowledge
         any risks that any actions by the Chinese government to exert more
oversight and control
         over foreign investment in China-based issuers could significantly
limit or completely
         hinder your ability to offer or continue to offer securities to
investors and cause the value
         of such securities to significantly decline or be worthless. In
addition, for each category
         of risks identified here, please provide a cross-reference to the more
detailed discussion of
         these risks in the risk factor section of your filing.
Contractual Arrangements, page 9

8.       Disclose the uncertainties regarding the status of the rights of the
Nevada holding
         company with respect to its contractual arrangements with the VIE, its
founders
         and owners, and the challenges the company may face enforcing these
contractual
         agreements due to legal uncertainties and jurisdictional limits. We
note that you have
         include a diagram illustrating our corporate structure. Please revise
your diagram to
         include a dotted line to designate your relationship with your VIE
rather than a solid line.
Our Business, page 11

9.       Provide a clear description of how cash is transferred through your
organization. Disclose
         your intentions to distribute earnings or settle amounts owed under
the VIE agreements.
         Quantify any cash flows and transfers of other assets by type that
have occurred between
         the holding company, its subsidiaries, and the consolidated VIEs, and
direction of transfer.
         Quantify any dividends or distributions that a subsidiary or
consolidated VIE have made
         to the holding company and which entity made such transfer, and their
tax consequences.
         Similarly quantify dividends or distributions made to U.S. investors,
the source, and their
         tax consequences. Your disclosure should make clear if no transfers,
dividends, or
         distributions have been made to date. Describe any restrictions on
foreign exchange and
         your ability to transfer cash between entities, across borders, and to
U.S. investors.
         Describe any restrictions and limitations on your ability to
distribute earnings from the
         company, including your subsidiaries and/or the consolidated VIEs, to
the parent company
         and U.S. investors as well as the ability to settle amounts owed under
the VIE
         agreements. Provide cross-references to the condensed consolidating
schedule and the
         consolidated financial statements.
10.      We note that the consolidated VIEs constitute a material part of your
         consolidated financial statements. Please provide in tabular form a
condensed
         consolidating schedule that disaggregates the operations and depicts
the financial position,
 Zhuang Richun
FirstName   LastNameZhuang
Kun Peng International Ltd. Richun
Comapany
April       NameKun Peng International Ltd.
       26, 2023
April 426, 2023 Page 4
Page
FirstName LastName
         cash flows, and results of operations as of the same dates and for the
same periods for
         which audited consolidated financial statements are required. The
schedule should present
         major line items, such as revenue and cost of goods/services, and
subtotals and is
         aggregated intercompany amounts, such as separate line items for
intercompany
         receivables and investment in subsidiary. The schedule should also
disaggregate the
         parent company, the VIEs and its consolidated subsidiaries, the WFOEs
that are the
         primary beneficiary of the VIEs, and an aggregation of other entities
that are consolidated.
         The objective of this disclosure is to allow an investor to evaluate
the nature of assets held
         by, and the operations of, entities apart from the VIE, as well as the
nature and amounts
         associated with intercompany transactions. Any intercompany amounts
should be
         presented on a gross basis and when necessary, additional disclosure
about such amounts
         should be included in order to make the information presented not
misleading.
Regulations, page 19

11.      Disclose each permission or approval that you, your subsidiaries, or
the VIEs are required
         to obtain from Chinese authorities to operate your business. State
whether you, your
         subsidiaries, or VIEs are covered by permissions requirements from the
China Securities
         Regulatory Commission (CSRC), Cyberspace Administration of China (CAC)
or any
         other governmental agency that is required to approve the VIE   s
operations, and state
         affirmatively whether you have received all requisite permissions or
approvals and
         whether any permissions or approvals have been denied. Please also
describe the
         consequences to you and your investors if you, your subsidiaries, or
the VIEs: (i) do not
         receive or maintain such permissions or approvals, (ii) inadvertently
conclude that such
         permissions or approvals are not required, or (iii) applicable laws,
regulations, or
         interpretations change and you are required to obtain such permissions
or approvals in the
         future.
12.      We note that the CSRC has recently announced regulations that outline
the terms under
         which China-based companies can conduct offerings and/or list
overseas. Revise your
         disclosure to reflect these recent events and explain how the
regulations apply to you and
         your ability to operate and offer securities.
Item 1A. Risk Factors, page 25

13.      Revise your risk factors to acknowledge that if the PRC government
determines that the
         contractual arrangements constituting part of the VIE structure do not
comply with PRC
         regulations, or if these regulations change or are interpreted
differently in the future, your
         securities may decline in value or become worthless if the
determinations, changes, or
         interpretations result in your inability to assert contractual control
over the assets of your
         PRC subsidiaries or the VIEs that conduct all or substantially all of
your operations.
14.      Given the Chinese government   s significant oversight and discretion
over the conduct of
         your business, please revise to highlight separately the risk that the
Chinese government
         may intervene or influence your operations at any time, which could
result in a material
 Zhuang Richun
Kun Peng International Ltd.
April 26, 2023
Page 5
         change in your operations and/or the value of your securities. Also,
given recent
         statements by the Chinese government indicating an intent to exert
more oversight and
         control over offerings that are conducted overseas and/or foreign
investment in China-
         based issuers, acknowledge the risk that any such action could
significantly limit or
         completely hinder your ability to offer or continue to offer
securities to investors and
         cause the value of such securities to significantly decline or be
worthless.
Our business is subject to complex and evolving laws and regulations regarding
privacy and data
protection. ..., page 34

15.      In light of recent events indicating greater oversight by the
Cyberspace Administration of
         China (CAC) over data security, please revise your disclosure to
explain how this
         oversight impacts your business and to what extent you believe that
you are compliant
         with the regulations or policies that have been issued by the CAC to
date.
Our shares may be delisted under the Holding Foreign Companies Accountable Act
if the
PCAOB is unable to inspect our auditors. ..., page 37

16.      Disclose that trading in your securities may be prohibited under the
Holding Foreign
         Companies Accountable Act, as amended by the Consolidated
Appropriations Act, 2023,
         and related regulations if the PCAOB determines that it cannot inspect
or investigate
         completely your auditor for a period of two consecutive years, and
that as a result an
         exchange may determine to delist your securities. In addition, please
expand your risk
         factors to disclose that the Holding Foreign Companies Accountable
Act, as amended by
         the Consolidated Appropriations Act, 2023, which, if enacted, would
decreases the
         number of consecutive    non-inspection years    from three years to
two years, and thus,
         would reduces the time before your securities may be prohibited from
trading or delisted.
         Update your disclosure to describe the potential consequences to you
if the PRC adopts
         positions at any time in the future that would prevent the PCAOB from
continuing that it
         is unable to inspect or investigate completely accounting firms
headquartered in mainland
         China or Hong Kong.
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of
Operations, page 48

17.    Provide a description of how cash is transferred through your
organization and disclose
       your intentions to distribute earnings or settle amounts owed under the
VIE agreements.
       State whether any transfers, dividends, or distributions have been made
to date between
FirstName LastNameZhuang Richun
       the holding company, its subsidiaries, and consolidated VIEs, or to
investors, and quantify
Comapany    NameKun
       the amounts    Pengapplicable.
                    where    International Ltd. cross-references to the
condensed consolidating
                                        Provide
       schedule
April 26,       and the
          2023 Page  5 consolidated financial statements.
FirstName LastName
 Zhuang Richun
FirstName   LastNameZhuang
Kun Peng International Ltd. Richun
Comapany
April       NameKun Peng International Ltd.
       26, 2023
April 626, 2023 Page 6
Page
FirstName LastName
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       You may contact Scott Anderegg at 202-551-3342 or Dietrich King at
202-551-8071 with
any questions.



                                                          Sincerely,

                                                          Division of
Corporation Finance
                                                          Office of Trade &
Services