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                            August 24, 2023

       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
                                                            Response dated
April 6, 2023
                                                            File No. 000-55793

       Dear Man Chung Chan:

              We have reviewed your April 6, 2023 response to our comment
letter 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. Unless we note otherwise, our references to prior comments are
to comments in our
       September 22, 2022 letter.

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

       General

   1.                                                   We issued comments to
you on the above captioned filings on September 22, 2022,
                                                        and we note that your
April 6, 2023 response letter does not provide a response to all of
                                                        our comments. You also
indicated your intention to provide further responses to our
                                                        comments, together with
an amendment to Form 10-K and Form 10-Q, in a subsequent
                                                        filing. However, as of
the date of this letter, we have not received any further responses
                                                        and it appears that you
have not yet filed an amendment to your December 31, 2021 Form
                                                        10-K. Accordingly,
please provide a complete, substantive response to the September 22,
                                                        2022 comments or
explain why you are still unable to do so. We remind you that where
                                                        we have requested an
accounting analysis in our comments (e.g., comments 33, 35, 38, 45,
 Man Chung Chan
Cosmos Group Holdings Inc.
August 24, 2023
Page 2
         54 and 59), your accounting analyses should provide sufficient detail
to understand the
         underlying economics of the various transactions and arrangements. An
accompanying
         written analysis should then examine, evaluate and discuss the company
  s considerations
         and accounting determinations of those specific rights, obligations
and terms. These
         accounting analyses should also make specific reference to the
accounting authoritative
         guidance and literature considered and applied as of the date of your
financial statements.
         For example, we note that your current response to comment 38 does not
sufficiently
         describe the contractual terms and condition, including title and
rights, nor does it include
         a complete accounting analysis and discussion of the specific
authoritative literature
         considered and applied.
2.       In regard to your intention to file an amendment to Form 10-K and
10-Q, please explain
         which financial statement periods you intend to amend for and clearly
describe the items
         for which you are amending. To the extent that the amendments relate
to any errors that
         have been identified in the financial statements, ensure that you
disclose the existence of
         any errors, quantify the impact and provide a materiality analysis,
individually and in the
         aggregate, for all impacted periods. To the extent applicable to your
facts and
         circumstances, we also refer you to consider whether disclosure under
Item 4.02 of Form
         8-K is required.
3.       Subsequent to your April 6, 2023 response letter, we noted that the
company filed a Form
         10-K for the fiscal year ended December 31, 2022 on April 17, 2023. We
note your
         disclosure on page 54 of the December 31, 2022 Form 10-K that the
Report
         of Independent Registered Certified Public Accounting Firm thereon is
filed pursuant to
         Item 8 and is included in the report beginning on page F-1. However,
there does not
         appear to be a Report of Independent Registered Certified Public
Accounting Firm
         included in your filing. Please amend your Form 10-K for the fiscal
year ended December
         31, 2022 to include the auditor   s report.

4.     We also note your disclosure on page 55 under Item 9A of your Form 10-K
for the fiscal
       year ended December 31, 2022 that you evaluated your disclosure controls
and procedures
FirstName LastNameMan Chung Chan
       and internal control over financial reporting and concluded that they
were effective as of
Comapany    NameCosmos
       December    31, 2022.Group  Holdings
                              In light        Inc. items, please explain your
basis for concluding
                                       of the above
Augustthat
        24, these
            2023 were
                  Page effective
                        2         as of December 31, 2022 and 2021.
FirstName LastName
 Man Chung Chan
FirstName LastNameMan   Chung Chan
Cosmos Group  Holdings Inc.
Comapany
August 24, NameCosmos
           2023         Group Holdings Inc.
August
Page 3 24, 2023 Page 3
FirstName LastName
       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 Lulu Cheng at 202-551-3811 or Sandra Hunter Berkheimer at 202-551-3758
with any
other questions.



                                                        Sincerely,

                                                        Division of Corporation
Finance
                                                        Office of Crypto Assets