United States securities and exchange commission logo





                               September 22, 2022

       Man Chung Chan
       Chief Executive Officer
       Cosmos Group Holdings Inc.
       37/F, Singapore Land Tower
       50 Raffles Place
       Singapore, 048623

                                                        Re: Cosmos Group
Holdings Inc.
                                                            Form 10-K for the
Fiscal Year Ended December 31, 2021
                                                            Form 10-Q for the
Quarterly Period Ended June 30, 2022
                                                            File No. 000-55793

       Dear Mr. Chan:

              We have reviewed your filings 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.

       Form 10-K for the Fiscal Year Ended December 31, 2021

       General

   1.                                                   Please provide us with
your legal analysis as to how you conclude that the "Digital
                                                        Ownership Tokens," or
"DOTs," that you are producing and will sell, and the services you
                                                        may provide with
respect to the art and collectibles you custody, are not securities and,
                                                        therefore, you are not
facilitating, or causing you to engage in, transactions in unregistered
                                                        securities. Please
address not only the instruments themselves but also your potential role
                                                        in the operation of a
marketplace and creation of the instruments, as well as any ongoing
                                                        interest in the DOTs
through royalties or resale fee. In your response, please specifically
                                                        address how your
applicable internal policies and procedures    allow you to reach this
                                                        conclusion, revise to
describe in greater detail your internal processes and revise to add
                                                        risk factor disclosure
discussing the risks and limitations of your internal policies and
                                                        procedures, including
that they are risk-based judgments made by the company and not a
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         legal standard or determination binding on any regulatory body or
court. In preparing
         your response, you may find useful the letter sent by the SEC   s
Strategic Hub for
         Innovation and Financial Technology to The New York State Department
of Financial
         Services on January 27, 2020, available at
https://www.sec.gov/files/staff-comments-
         to%20nysdfs-1-27-20.pdf.
2.       Please revise to identify the crypto assets that you have received,
those that you may
         receive in the future, the "stable currencies" that you reference, and
the crypto assets users
         can send through the Talk+ messaging and crypto app, and provide us
with your legal
         analysis as to whether these crypto assets are or are not securities
and, therefore, whether
         you will be facilitating, or engaging in, transactions in unregistered
securities. In your
         response, please specifically address how your    applicable internal
policies and
         procedures    allow you to reach this conclusion, revise to describe
in greater detail your
         internal processes and revise to add risk factor disclosure discussing
the risks and
         limitations of your internal policies and procedures, including that
they are risk-based
         judgments made by the company and not a legal standard or
determination binding on any
         regulatory body or court. In preparing your response, you may find
useful the letter sent
         by the SEC   s Strategic Hub for Innovation and Financial Technology
to The New York
         State Department of Financial Services on January 27, 2020, available
at
         https://www.sec.gov/files/staff-commentsto%20nysdfs-1-27-20.pdf.
3.       Clearly disclose how you will refer to the holding company and
subsidiaries when
         providing the disclosure throughout the document so that it is clear
to investors 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 subsidiary. For example, disclose, if
true, that your
         subsidiaries conduct operations in China and that the holding company
does not conduct
         operations.
4.       We note that one or more of your officers or directors are located in
Hong Kong. Please
         revise to include both risk factor disclosure as well as a separate
Enforceability section to
         address the difficulty of bringing actions against these individuals
and enforcing
         judgments against them.
5.       We note your disclosure that you provide custody services to art and
collectibles buyers
         through leveraging blockchain technology through the creation of
Digital Ownership
         Tokens. Please describe your custodial services in detail, as well as
any insurance
         coverage you have for this service.
6.       Please tell us and disclose whether you offer your products and
services in the United
         States or to U.S. persons.
Description of Business, page 1

7.       Please revise to clarify whether the Company maintains custody of the
NFTs minted prior
         to sale as well as the other crypto assets held by the Company, or if
you utilize third-party
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         providers. In addition, revise to explain and describe the risks and
challenges related to
         maintaining custody of the various crypto assets, including any
cybersecurity and
         bankruptcy risks. Please also describe the terms and provisions of
your insurance policies
         that will cover the NFTs minted prior to sale as well as the other
crypto assets held by you
         or third-party provider(s). To the extent there are none, please
revise your disclosure to so
         clarify and expand your risk factor disclosure as appropriate.
Finally, include a more
         detailed discussion of your custody arrangements for your physical
artwork represented by
         NFTs.
8.       Please revise to clarify on which blockchain(s) you intend to mint
NFTs and provide a
         discussion of those blockchains and how they operate. To the extent
you intend to utilize
         multiple blockchains for minting NFTs, provide a discussion regarding
the functionality
         differences and limitations of each.
9.       Please clarify whether the NFTs you offer are intended to convey legal
ownership of both
         the NFT and the underlying physical artwork and any conflicts that
could arise if the NFT
         and physical artwork are held by different owners. To the extent you
do intend it to
         provide documentary evidence of legal ownership, provide a discussion
regarding
         enforceability risk, whether there are any instances in which a court
has determined that
         an NFT provides a basis for legal ownership, and how any conflicts
will be resolved.
10.      We note your disclosure that you "receive fiat and cryptocurrency from
the sale of art and
         collectibles and collection of transaction fees derived from the
secondary and subsequent
         sales of the collectibles." Please revise to clarify whether you will
maintain any interest in
         the NFTs after they are sold, such as through royalty payments on
future sales or through
         another mechanism.
11.      Please revise to discuss your onboarding procedure for new customers
including any
         know-your-customer and anti-money laundering policies you have in
place. As part of
         your disclosure, include a discussion regarding whether you require
customers to provide
         legal identification and the policies and procedures you have in place
for conducting due
         diligence.
Our Business, page 4

12.      Please revise to provide a comprehensive discussion of the Company's
business plans
         regarding your purpose and strategy for purchasing, holding and
trading crypto assets,
         including NFTs and stablecoins.
Our Products and Services, page 6

13.      We note that you offer to "certain of [y]our buyers the option of
taking possession of the
         arts and collectibles while paying on an installment basis." Please
revise your disclosure to
         discuss the following:
             the terms of your financing agreements,
             the aggregate amount of installment loans amount outstanding, and
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              2022       Group Holdings Inc.
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                when ownership or title of the collectible and/or NFT occurs
during the term of the
              agreement.
14.      We note your disclosure that you "intend to embed into the blockchain
for each art or
         collectible piece an independently apprised valuation, a 3D rendering
of the piece, high-
         definition photo of the piece, AI recognition file of the piece and a
set of legal documents
         to provide proof of ownership and provenance of the piece to the
blockchain." Please
         revise to more clearly describe the process of imbedding such data on
the blockchain, and
         the costs associated with this process. For example, clarify whether
actual images and
         copies of legal documents will be imbedded in the blockchain or if it
will include a link to
         such images or documents stored on a separate server.
CSE Services, page 7

15.      We note your disclosure under this heading regarding the services you
may provide with
         respect to the art and collectibles you custody. Please revise to
provide a more detailed
         description of the services you may provide, including the security
measures and
         insurance, and who covers the costs of these additional services. In
addition, please
         explain whether any such services may generate income or revenues for
owners of the art
         and collectibles you custody. For example, the disclosure on page 7
indicates that
         you will    introduce exhibition services to collectors and artist to
organize exhibitions of
         artworks and collections in [y]our gallery or other specialized art
events.
Our Distribution Channels, page 7

16.      We note your disclosure regarding your metaverse platform MetaMall.
Please revise to
         provide a more detailed discussion of your MetaMall product including
how it operates
         and how it interacts with the metaverse. As part of your disclosure,
be sure to include a
         discussion of the metaverse and how you define it.
17.      We note your disclosure that you "work with various crypto exchanges
to accept their
         currencies as payment for the Fusion DOTs collectibles." We further
note that several of
         your operating entities and your gallery are located in Hong Kong.
Please revise to
         provide a discussion regarding the regulatory and legal limitations on
Chinese nationals to
         utilize crypto assets to purchase NFTs. As part of your disclosure,
clarify whether
         Chinese citizens will be required to purchase the NFTs and physical
artwork with other
         payment methods, and whether the limitations have a material impact on
the sales of the
         NFTs.
Risk Factors
We intend to mint our own DOTs under the assumption that our DOTs are not
investment
contracts..., page 18

18.      We note the statements that the legal test for determining whether a
particular crypto asset
         is a security    evolve[s] over time    and that "it is difficult to
predict the direction or timing
         of any continuing evolution of the Commission   s views in this area.
  Please remove these
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         statements as the legal tests are well-established by U.S. Supreme
Court case law and the
         Commission and staff have issued reports, orders, and statements that
provide guidance on
         when a crypto asset may be a security for purposes of the U.S. federal
securities laws.
Management's Discussion and Analysis of Financial Condition and Results of
Operation, page
32

19.      Please revise your filings, including both annual and interim filings,
to provide
         a discussion of the changes in financial condition each period for
which financial
         statements are presented. Please note that your revised disclosure
should address changes
         by individual line item on the consolidated balance sheet. In
addition, ensure you discuss
         the causes of material changes between periods, provide the specific
reasons and factors
         contributing to these material changes and quantify the impacts.
Provide us with the
         revised disclosure that you intend to include.
20.      In regards to the revised disclosures in the preceding comment, please
also revise your
         disclosure to analyze and discuss changes and trends in credit quality
for your loan
         receivables portfolio for each period presented. Ensure your
disclosures address and
         provide discussion of the following items:
             Changes in the number of loans and balances within loan
receivables among the
              various sub-categories (personal, commercial, and mortgage);
             Average term or duration of the loans;
             Average number of loans and balances of loans receivable for
periods presented
              within the financial statements;
             Changes within your allowance for loan losses; and
             Credit quality indicators (such as delinquencies, charge-offs,
non-accrual status, etc.)
              that support your conclusion that the allowance for loan losses
is appropriate for the
              periods presented in your financial statements.
Results of Operations
Comparison of the fiscal years ended December 31, 2021 and 2020, page 33

21.      We note your current discussion of changes in the results of
operations does not
         sufficiently describe the changes and factors impacting your results
of operations during
         the periods presented in your annual and interim filings. Please
revise the discussion of
         your results of operations to identify specific drivers and quantify
the impact of those
         drivers for each income statement line item, as well as your net
interest income and net
         interest margin, for each period presented. For example, we note your
disclosure on page
         F-21 that the interest rates on loans issued ranged from 13 % to 59 %
(2020: from 13 %
         to 59 %) per annum for the year ended December 31, 2021. Please
include this disclosure
         within your discussion of net interest income and net interest margin
and identify reasons
         for significant variations within the rates you offer on your loan
portfolio. This comment
         applies to the discussion throughout your MD&A in both your annual and
quarterly
         reports. See SEC Release 33-8350 for additional guidance.
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22.      In addition to the above revisions on a consolidated basis, please
revise your annual and
         interim filings to provide separate MD&A disclosures for each of the
Company's
         segments. Ensure the revised disclosures include an appropriate
segment level discussion
         identifying the specific drivers that quantifies the impact of those
drivers on each
         segment's results of operations. For example, in regard to the
Company's ACT Segment,
         include a discussion of the following items where applicable:
             The amount of revenue derived from the sales of the arts and
collectibles for the
              periods presented in the financial statements;
             The number of arts and collectibles sold for the periods presented
in the financial
              statements;
             The amount of revenue derived from secondary platform transactions
fees for the
              periods presented in the financial statements; and
             The number of secondary platform transactions for the periods
presented in the
              financial statements.
Critical Accounting Policies and Estimates, page 37

23.      We note that you have identified the allowance for loan losses, among
others, as part of its
         critical accounting policies and estimates on pages 37-42. For all
critical accounting
         estimates that involve a significant level of estimation uncertainty,
please expand your
         disclosures to discuss why each critical accounting estimate is
subject to uncertainty, how
         much each estimate and/or assumption has changed over the relevant
period and
         sensitivity analysis of the reported amount to the methods,
assumptions and estimates
         underlying its calculation. Additionally, please also make
corresponding revisions to your
         quarterly reports filed on Form 10-Q.
Recently Issued Accounting Pronouncements, page 42

24.      Please revise your disclosure to discuss your plans and progress on
adopting ASU 2016-
         13. Additionally, please also make corresponding revisions to your
quarterly reports filed
         on Form 10-Q.
Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder
Matters, page 49

25.      We note your footnote disclosure that Lee Ying Chiu Herbert is
entitled to receive an
         additional 800 million shares as a result of the acquisition of
Massive Treasure. Please
         revise your beneficial ownership table to reflect the beneficial
ownership of the 800
         million shares, or tell us why it is not required. Refer to Item
403(b) of Regulation S-K.
Certain Relationships and Related Transactions and Director Independence, page
50

26.      Please revise to discuss whether any of your officers and directors
presently has, and any
         of them in the future may have additional fiduciary or contractual
obligations to
         other entities. As part of your disclosure, include all of the
entities with which each of
         your officers and directors could have a conflict of interest and
include related risk factor
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         disclosure.
27.      We note your disclosure that Dr. Lee is expected to beneficially own
in excess of 83.93%
         of the common stock of the Company. We further note that Dr. Lee
controls Marvel
         Digital Group Limited which entered into several agreements with the
Company. Please
         prominently disclose the aggregate amount of all transactions between
the Company and
         entities controlled by Dr. Lee, and include risk factor disclosure. As
part of your
         discussion, clarify whether the transactions were conducted on an arms
length basis or
         included any independent assessment of the terms of the agreements.
Report of Independent Registered Public Accounting Firm, page F-2

28.      Please amend your Form 10-K for the fiscal year ended December 31,
2021 to include the
         date of the auditor's report as required by AS 3101.10(d) and Rule
2-02(a) of Regulation
         S-X.
Consolidated Balance Sheets, page F-3

29.      We note that the Company presents digital assets as a current asset.
Please provide us
         with your analysis, citing authoritative literature considered,
supporting your
         determination to classify digital assets as a current asset.
30.      We also note that the Company presents Loans Receivable, net as a
current asset.
         Considering your disclosure on page F-10 that the loans receivables
portfolio consists of
         real estate mortgage loans, commercial and personal loans, please
provide us with your
         analysis, citing authoritative literature considered, supporting your
determination to
         classify loans receivable as a current asset.
Consolidated Statement of Operations and Comprehensive (Loss) Income, page F-4

31.      We note that 63.7% of your revenue for the year ended December 31,
2021 and 100% of
         your revenue for the year ended December 31, 2020 is derived from
interest income
         derived from lending activities; however, there is no presentation of
a net interest income
         or provision for loan losses on the face of the income statement. We
also note your
         presentation of a measure of gross profit. Please clarify whether the
Company is applying
         Article 5 or Article 9 of Regulation S-X in your financial statement
presentation and why.
         In addition, tell us why you do not present net interest income or
clearly present the
         provision for loan losses on the face considering the significance of
interest income and
         lending activities, or revise accordingly. This comment applies to
both your annual
         reports on Form 10-K and quarterly reports on Form 10-Q.
Notes to Consolidated Financial Statements
Note 1 - Organization and Business Background, page F-7

32.      We note your disclosure that the share exchange with Massive Treasure
Limited ("MTL")
         was treated as a recapitalization of the company and further that the
financial statements
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         for the years ended December 31, 2021 and 2020 have been restated
accordingly. We also
         note your disclosure that MTL is a party to numerous agreements to
acquire 12 additional
         business entities. As such, the Company further agreed to issue an
additional 55,641,014
         shares of common stock to complete the acquisition of 12 business
entities
         concurrently. Please address the following:
             Provide us with your analysis, citing authoritative accounting
literature considered,
              explaining and supporting the Company's current accounting
presentation;
             Tell us how you have accounted for MTL's agreements to acquire 12
additional
              business entities;
             Tell us when the acquisition for each of the 12 entities was
completed and how each
              of these entities are presented in the filing (e.g.,
retrospective or prospective) and
              why;
             Tell us how you have allocated purchase price to the 12
acquisition agreements;
             Provide us with your significance assessment for the 12 additional
business entities
              and whether 3-05 financial statements and article 11 pro forma
information is
              required;
             Provide all disclosures required by ASC 805 for the various
acquisitions, or tell us
              where they are disclosed; and
             Provide us with a tabular presentation of the combination of the
entities showing all
              material adjustments (with attending explanations) in columnar
form for the financial
              statements for the years ended December 31, 2021 and 2020.
33.      We note your disclosure of the Share Swap Letter Agreement to acquire
E-on and 8M.
         We also note that the Company is obligated to issue 9,854,195 and
4,927,098 shares on
         the first anniversary of the closing of the acquisition to the former
shareholders of E-on
         and 8M respectively, subject to certain clawback provisions. In this
regard, we note that
         E-on and 8M are obligated to meet certain financial milestones in each
of the two year
         anniversaries following the closing and failure to meet such
milestones will result in a
         clawback of the shares issued to the former shareholders. In addition,
we note that the
         Company also entered into another 51% Share Swap Letter. For each of
these
         agreements, please address the following:
             Provide us with your comprehensive accounting analysis of the
acquisition
              agreement, including the clawback provision.;
             Tell us whether any of the financial milestones were achieved, and
how you
              subsequently accounted for those provisions in the arrangement;
and
             Provide us with your significance calculations for these
acquisitions, including your
              consideration of whether Rule 3-05 financial statements and
Article 11 pro forma
              information is required to be presented.
Note 2 - Summary of Significant Accounting Policies
Digital Assets, page F-9

34.      We note your disclosure that your digital assets mainly represent the
cryptocurrencies held
         in your e-wallet. Please expand this disclosure, here and elsewhere,
to discuss the primary
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         safeguarding procedures and protocols you have in place to protect
your e-wallet. Clearly
         state whether your e-wallet and related key(s) is held on one device
(or multiple) with
         access available only to one individual and identify such individual.
This comment
         applies to both your annual reports on Form 10-K and quarterly reports
on Form 10-Q.
35.      We note that the Company accounts for digital assets in accordance
with ASC 350. We
         also note that the digital assets held appear to include stablecoins
(e.g., USDT, BUSD,
         etc.). For each type of digital asset held, please provide us with an
accounting analysis
         explaining your treatment and conclusion to account for them in
accordance with ASC
         350.
36.      We note your disclosure that if the fair market value of your digital
assets at any point
         during the reporting period is lower than the carrying value an
impairment loss equal to
         the difference will be recognized in the consolidated statement of
operations and that if
         the fair market value at any point during the reporting period is
higher than the carrying
         value, the basis of the digital assets will not be adjusted to account
for this increase. Please
         reconcile these statements for us with your statement that, "Gains or
loss on digital assets,
         if any, will only be recognized upon sale or disposal of the assets,"
or revise accordingly.
37.      Please revise to disclose in detail the timing of your assessments for
impairment of digital
         assets and what sources and methods you use in such assessments.
Clearly state the timing
         of your last digital asset impairment assessment(s) for the periods
presented within the
         financial statements. This comment applies to both your annual reports
on Form 10-K and
         quarterly reports on Form 10-Q.
Inventories, page F-9

38.      We note that the Company's inventories include arts and collectibles
from related party
         and independent artists and the costs associated with token minting
for collectible pieces.
         Please provide us with a comprehensive accounting analysis supporting
your
         determination and classification of these items as inventory. Ensure
your response
         includes a discussion of the asset, its purpose and any rights or
obligations associated with
         the underlying asset. Cite any authoritative literature considered in
your accounting.
39.      We note your disclosure that you will reduce inventory on hand to its
net realizable value
         ("NRV") on an item-by-item basis when it is apparent that the expected
realizable value of
         an inventory item falls below its original cost. Please revise your
policy to address the
         following items:
             Clarify whether there are discrete values for the collectible and
related token (NFT),
              or if they are considered one unit of account.
             Revise to clearly state the timing and frequency of your
assessments for NRV of your
              inventories.
             Revise to clearly state the methods and sources by which the NRV
of your
              inventories is derived.
             Revise to disclose a tabular roll-forward of the number of items
and balances of
              collectibles and related tokens comprising Inventories for the
periods presented
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             within your financial statements.
         This comment applies to both your annual reports on Form 10-K and
quarterly reports on
         Form 10-Q.
40.      We note that inventories are classified as current assets in the
accompanying balance
         sheets, even though the Company anticipates that certain inventories
will be sold beyond
         twelve months from December 31, 2021. In light of this disclosure,
please explain why
         the inventories are classified as current assets. Cite any
authoritative literature considered
         in your accounting.
Revenue Recognition, page F-11

41.      For each of your revenue streams, please revise to include a
description of the material
         rights and obligations of the contractual arrangements and your
accounting policies.
         Ensure your accounting policy disclosures addresses each of the
following points by
         stream of revenue:
             Who is your customer (or customers) as that term is used in ASC
606;
             What is the duration of the ASC 606 accounting contract and why;
             What are the promised goods or services;
             What are the Company   s performance obligations;
             Whether the Company is a principal or agent in the arrangement;
             What is the consideration specified in the contract (including
whether the
              consideration is fixed or variable, and if variable, whether it
is constrained);
             What is the ASC 606 transaction price; and
             When control of the promised good or service transfers to the
customers and how
              revenue is recognized (e.g., at a point in time or over time).
42.      Please clarify your revenue recognition policy, here and elsewhere, to
clearly address your
         policies for receiving digital assets as revenue, including what types
(specify all known
         crypto assets that you have received or that your policy allows you to
receive), how such
         assets are valued at receipt and recognition. As part of this
analysis, tell us your
         consideration of whether the payment terms to receive consideration in
the form of digital
         assets includes an embedded derivative in the scope of ASC 815.
Arts and Collectibles Technology Business, page F-11

43.      Please revise here, or within a separate Inventories footnote to
quantify the following:
             The amount of revenue derived from the sales of the arts and
collectibles for the
             periods presented in the financial statements;
             The number of arts and collectibles sold for the periods presented
in the financial
             statements;
             The amount of revenue derived from secondary platform transactions
fees for the
             periods presented in the financial statements; and
             The number of secondary platform transactions for the periods
presented in the
             financial statements.
         This comment applies to both your annual reports on Form 10-K and
quarterly reports on
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         Form 10-Q.
44.      We note your disclosure that these arrangements are fixed-fee
arrangements. Please
         clarify what and how the fee is fixed and whether the customers have
the ability to pay the
         fee in digital assets. For example, clarify if it is fixed in the
amount of US dollars to be
         received, digital assets or US dollar equivalent.
45.      In regard to the Company's transaction fee income, we note your
disclosure the
         Company's service is comprised of a single performance obligation to
provide a platform
         facilitating the transfer of its DOTs. Please provide us with your ASC
606 principal vs.
         agent accounting analysis for this arrangement. As part of your
analysis, explain what
         specific rights and obligations each party has in the arrangement,
whether the Company
         takes control of digital assets to be transferred, and what it means
for the Company to
         facilitate the transfer.
46.      Please tell us whether you have offered any cash or cryto-asset based
incentive programs
         for your goods and services.
Fair Value of Financial Instruments, page F-15

47.      We note your disclosure of fair value of financial instruments as a
significant accounting
         policy. Please revise to provide a fair value footnote with
disclosures required by ASC
         820, or tell us where such information is disclosed.
Note 4 - Revenue From Contracts With Customers, page F-17

48.      We note the balances within your revenue disaggregation table do not
reconcile to your
         Income Statement for the year ended December 31, 2020. Please revise
or clarify
         accordingly.
Note 5 - Business Segment Information, page F-18

49.      We note your disclosure of revenues by geographic location on page
F-20 includes
         reference to an "around the world" geographic region. Please tell us
how you have
         complied with the disclosure requirements of ASC 280-10-50-41. As part
of your
         response, address the following:
             Tell us which countries are included in the "around the world"
geographic region and
              whether any revenues from external customers attributed to an
individual foreign
              country are material as contemplated in ASC 280-10-50-41(a); and
             Tell us how you have considered the disclosure of long-lived
assets by geographic
              region as contemplated in ASC 280-10-50-41(b).
Note 6 - Loan Receivables, page F-20

50.      Please revise to include credit loss disclosures pursuant to the
requirements of ASC 310-
         10-50. For example, revise to include required disclosures, among
others, relating to the
         following items:
 Man Chung Chan
FirstName LastNameMan   Chung Chan
Cosmos Group  Holdings Inc.
Comapany 22,
September NameCosmos
             2022       Group Holdings Inc.
September
Page 12 22, 2022 Page 12
FirstName LastName
             Allowance for credit losses;
             Roll-forward of the allowance for credit losses;
             Nonaccrual and past due loans;
             Impaired loans;
             Loss contingencies;
             Fair value disclosures; and
             Credit quality information
         This comment applies to both your annual reports on Form 10-K and
quarterly reports on
         Form 10-Q.
51.      Please tell us and revise your disclosure to clarify whether or not
you have modified any
         loans receivable during any financial statement period present and
disclose your
         accounting policy for such modifications. To the extent that you have
modifications,
         include a description of the modified terms and reasons for the
modification. This
         comment applies to both your annual reports on Form 10-K and quarterly
reports on Form
         10-Q.
52.      We note your disclosure that the allowance for loan losses is
estimated on an annual
         basis. Please explain why this analysis is only performed on an annual
basis, or revise to
         clarify accordingly.
Note 7 - Digital Assets, page F-21

53.      We note your tabular rollforward of digital assets on an aggregated
basis. Please revise to
         also provide a rollforward on a disaggregated basis by individual
digital asset for each
         period presented. This comment applies to both your annual reports on
Form 10-K and
         quarterly reports on Form 10-Q.
54.      We note your disclosure on page F-21 that you received $3,266,085 of
digital assets as
         revenue and paid $3,203,528 of digital assets as expense. Please
address the following
         items:
             Provide us with a comprehensive accounting analysis explaining the
Company's
             accounting policies and treatment, citing authoritative
literature, for each of the
             recognition of revenue and expense;
             As it related to the recognition of revenue, tell us how you
determined the
             arrangement is in the scope of ASC 606 and if the counterparty
meets the definition
             of a customer under ASC 606;
             Tell us and clarify the parties involved in these arrangements,
including whether the
             expense and revenue are from the same counterparty, whether any
are related parties,
             whether any other intermediaries or third parties are involved in
the exchange
             processes;
             Tell us and revise to disclose the material rights and obligations
of the parties
             involved in the arrangement;
             Tell and revise to disclose the performance obligations;
             Tell us how the transaction price was determined;
 Man Chung Chan
FirstName LastNameMan   Chung Chan
Cosmos Group  Holdings Inc.
Comapany 22,
September NameCosmos
             2022       Group Holdings Inc.
September
Page 13 22, 2022 Page 13
FirstName LastName
                Tell us how revenue was recognized;
                In regard to the recognition of expense, tell us what service
was provided for this
              expense and by whom;
             Tell us how the amount or value of the expense was determined; and
             As it relates to the settlement of receivables and payables in
digital assets, provide us
              with your ASC 815 accounting analysis assessing whether there is
an embedded
              derivative in the payment terms for the receivable and payable.
         In regards to the above bullets, please also make corresponding
revisions to your interim
         financial statements filed on Form 10-Q.
Note 9 - Intangible Assets, page F-22

55.      We note your disclosure that you determined the share
agreement/acquisition between
         your subsidiary Massive Treasure Limited and NFT Limited was not
significant for
         purposes of Rule 3-05 and related pro forma information under Article
11 of Regulation
         S-X. Please provide us with the details of your significance
calculation and basis for this
         conclusion. In addition, tell us how you evaluated the requirement to
disclose pro forma
         information in accordance with ASC 805.
56.      We note that you have accounted for the acquisition as an asset
acquisition. Please
         explain your basis for concluding that it is an asset acquisition, as
opposed to meeting the
         definition of a business.
Note 19 - Commitment and Contingencies, page F-29

57.      We note your disclosure regarding the Company entering into an Equity
Purchase
         Agreement with Williamsburg Venture Holdings, LLC on December 31,
2021. Please
         provide us with an analysis explaining your accounting treatment for
this arrangement in
         your financial statements, citing authoritative literature considered.
In addition, tell us
         how you have considered this arrangement in your earnings per share
calculation.
Form 10-Q for the Quarterly Period Ended June 30, 2022

Condensed Consolidated Statement of Operations and Comprehensive (Loss) Income,
page 10

58.      We note that the Company's basic and diluted weighted average shares
outstanding are the
         same (i.e., 364,686,715) for the three and six months ended June 30,
2022. However, we
         also note that the Company's previously disclosed basic and diluted
weighted average
         shares outstanding for the three months ended March 31, 2022 were
334,072,705 and
         1,140,394,061, respectively. In addition, we note that an incremental
26,985,556 shares
         were issued during the three months ended June 30, 2022, which were
not outstanding as
         of March 31, 2022. Please reconcile these apparent inconsistencies in
both your basic and
         diluted weighted average shares outstanding numbers during the periods
presented. In
         addition, revise your disclosures to include details of the
calculation of your basic and
         diluted weighted average shares outstanding for each period presented.
 Man Chung Chan
FirstName LastNameMan   Chung Chan
Cosmos Group  Holdings Inc.
Comapany 22,
September NameCosmos
             2022       Group Holdings Inc.
September
Page 14 22, 2022 Page 14
FirstName LastName



Notes to the Unaudited Condensed Consolidated Financial Statement
Note 3 - Summary of Significant Accounting Policies
Recent Accounting Pronouncements, page 23

59.      Please revise to disclose the Company's accounting adoption of Staff
Accounting Bulletin
         No. 121 ("SAB 121"), including quantification of the impact upon
adoption. In addition,
         provide us with an accompanying accounting analysis explaining the
Company's
         conclusions regarding the adoption, including quantification of the
population considered,
         discussion of the Company's custody services, safeguarding
obligations, contractual rights
         and obligations, significant risks and uncertainties and other factors
considered, as
         applicable. Ensure your response and analysis addresses the
consideration and
         applicability of the Company's online platform for the sale and
distribution of arts and
         collectibles around the world.
60.      In addition to the above comment, please revise your disclosures for
the following:
             Clarify if the Company custodies or safeguards digital assets for
other parties;
             Discuss your general security and safeguarding protocols and
procedures related to
             the digital assets held or custodied by the Company, including
whether the Company
             holds any cryptographic key information for their digital assets
held in custody;
             With regard to the Company's online platform for the sale and
distribution of arts and
             collectibles around the world, through the use of blockchain
technologies and minting
             token, clarify the Company's control, rights and obligations over
the arts and
             collectibles, as well as the rights and obligations of your
customers; and
             With regard to any safeguarding obligations for crypto-assets
held, revise to disclose
             information within the financial statement footnotes and outside
of the footnotes,
             where appropriate, required under Question 2 of SAB 121.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Comparison of the three months ended June 30, 2022 and June 30, 2021, page 43

61.      We note your presentation of Adjusted Income appears to be a non-GAAP
financial
         measure. Please revise your filing to identify it as a non-GAAP and
disclose all items
         required by Item 10(e) of Regulation S-K.
        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 Lory Empie at (202) 551-3714 or Robert Klein at (202)
551-3847 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Matthew Derby at (202) 551-3334 or Sandra Hunter Berkheimer at (202)
551-3758 with
any other questions.
 Man Chung Chan
Cosmos Group Holdings Inc.
September 22, 2022
Page 15



FirstName LastNameMan Chung Chan          Sincerely,
Comapany NameCosmos Group Holdings Inc.
                                          Division of Corporation Finance
September 22, 2022 Page 15                Office of Finance
FirstName LastName