March 19, 2019

Xuezhu Wang
Chief Executive Officer
Happiness Biotech Group Ltd
No. 11, Dongjiao East Road
Shuangxi, Shunchang, Nanping City
Fujian Province, P.R.C.

       Re: Happiness Biotech Group Ltd
           Registration Statement on Form F-1
           Filed March 8, 2019
           File No. 333-230170

Dear Mr. Wang:

       We have reviewed your registration 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 registration 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 registration statement and the
information you
provide in response to these comments, we may have additional comments.

Registration Statement on Form F-1

Cover Page

1.     We note your revised disclosures regarding a resale offering component,
and your
       statements on page 94 regarding the price for the secondary offering.
Please revise your
       disclosure to also clearly indicate on the cover page the pricing
information for the
       secondary offering. In addition, given that there are two offerings and
the offering prices
       could differ, include risk factor disclosure to highlight the risk that
purchasers in the resale
       offering could pay more or less than the price in your best efforts
offering.
 Xuezhu Wang
FirstName Biotech Group LtdWang
Happiness LastNameXuezhu
Comapany2019
March 19, NameHappiness Biotech Group Ltd
March 19, 2019 Page 2
Page 2
FirstName LastName
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Results of Operations, page 43

2.       Please revise to include the following:
           The details of your segment reporting under ASC 280-10 that include
your vitamins
            and dietary supplements products sales that are your second
contribution segment in
            terms of revenue.
           Disclose the underlying reasons for any significant product changes,
for example, the
            18.7% decrease in revenue for your Ejiao solution products for the
six months ended
            September 30, 2018 compared to the prior year.
           Update, reconcile and explain your disclosure herein to your table
of products in order
            of gross sales on page 55, for example, your September 30, 2018
"third-best selling
            product line" is now Cordyceps mycelia products on page 43, while
the March 31,
            2018 table on page 55 refers to Ejiao solution products.
Intellectual Property, page 62

3.       We note that one of your product approvals expired in January 2019,
and that there are
         two other product approvals that will soon expire at the end of March
2019. Please revise
         to explain whether you are seeking renewal of these approvals, and for
all product
         approvals for which you seek renewal, whether you are permitted to
sell the products
         while the approval is being renewed.
Consolidated Financial Statements, page F-1

4.       Please note that the audited financial statements should be of a date
not older than 12
         months at the date of filing as specified in Item 8.A.4 of Form 20-F.
Also refer to
         Instructions to Item 8.A.4.
Consolidated Financial Statements for the Six Months ended September 30, 2018 ,
page F-41

5.       We note the $627,628 you received in May 2018 from two investors on
page F-43 and
         your $1,366,438 of short-term bank borrowings at September 30, 2018 on
page F-41.
         Please tell us the following:
           If any obligation were paid, equity issued or services provided
related to the capital
            contribution, and how it was valued.
           If the terms of the bank loans obtained were at market value,
particularly the rates, and
           How you determined under Rule 4-08(k) of Regulation S-X that these
transactions
            should not be clearly identified as related party.
Exhibits

6.       We refer to your Exhibit 5.1 opinion. It is inappropriate to include
assumptions that are
         too broad or assume material facts underlying the opinion. The
assumptions set forth in
         Section 1.4 regarding the shares being "duly registered in the
Company's register of
 Xuezhu Wang
FirstName Biotech Group LtdWang
Happiness LastNameXuezhu
Comapany2019
March 19, NameHappiness Biotech Group Ltd
Page 3
March 19, 2019 Page 3
FirstName LastName
         members" and in Sections 1.5, 1.6 and 1.7 appear to assume material
facts related to the
         issue of whether the shares will be validly issued. Please file an
amended 5.1 opinion that
         does not include these assumptions or explain why each such assumption
is necessary and
         appropriate. For guidance, please see Section II.B.3.a. of Staff Legal
Bulletin No. 19.
7.       We refer to the tax opinion set forth in Section 3.4 of your Exhibit
5.1 opinion. Please file
         an amended opinion from counsel which also opines that the referenced
disclosure states
         the Cayman Islands tax consequences. In addition, please revise the
"Taxation" section of
         your registration statement to clearly state which disclosure is the
opinion of Campbells,
         and update your exhibit index to add an Exhibit 8.3 opinion and
cross-referencing the 5.1
         exhibit.
8.       We note that your Exhibit 5.1 opinion refers to current memorandum and
articles of
         association that were filed with the Companies Registrar in February
2019, but that the
         articles you filed as Exhibit 3.2 appear to have been filed in 2018.
We also note that your
         current Exhibit 3.2 states that your share capital is $50,000 divided
into 50,000 ordinary
         shares with par value of $1.00 each, but your disclosure on page 78
states that as of the
         date of the prospectus, your authorized share capital is $50,000
dividend into
         100,000,000 shares with a par value of $0.0005 each. Please reconcile
by either revising
         your disclosures and having your counsel revise its opinion, or,
alternatively, filing the
         updated set of articles as Exhibit 3.2.
9.       Please file an amended Exhibit 5.1 opinion that deletes the first
sentence of Section 4.4, as
         this statement inappropriately limits reliance. For guidance, please
see Section II.B.3.d of
         Staff Legal Bulletin No. 19.
        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.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
 Xuezhu Wang
Happiness Biotech Group Ltd
March 19, 2019
Page 4

        You may contact Bonnie Baynes at 202-551-4924 or Lisa Vanjoske at
202-551-3614
if you have questions regarding comments on the financial statements and
related matters.
Please contact Dorrie Yale at 202-551-8776 or Mary Beth Breslin at 202-551-3625
with any
other questions.



                                                         Sincerely,
FirstName LastNameXuezhu Wang
                                                         Division of
Corporation Finance
Comapany NameHappiness Biotech Group Ltd
                                                         Office of Healthcare &
Insurance
March 19, 2019 Page 4
cc:       Joan Wu, Esq.
FirstName LastName