September 26, 2019

Lijia Ni
Chief Financial Officer
Oriental Culture Holding LTD
Room 1512 Block 4 Kang Yuan Zhihui Gang
No 50 Jialingjiang East Road
Jiangsu Province 210000
PRC

       Re: Oriental Culture Holding LTD
           Draft Registration Statement on Form F-1/A
           Amended on September 16, 2019
           CIK No. 0001776067

Dear Ms. Ni:

      We have reviewed your amended draft 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 providing the requested information and
either submitting
an amended draft registration statement or publicly filing your registration
statement on
EDGAR. 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 the information you provide in response to these comments
and your
amended draft registration statement or filed registration statement, we may
have additional
comments.

Draft Registration Statement on Form F-1, amended on September 16, 2019

The shareholders of our consolidated VIEs may have potential conflicts of
interest with us., page
20

1.     We note disclosures under "Related Party Transactions" at pages 93 and
94 that the
       company has entered into relationships with entities "under common
control of a major
       shareholder of Jiangsu Yanggu." Please revise here, or in a separate
risk factor, to disclose
       and discuss the risks posed to the company by virtue of such related
party transactions.
       When you provide this risk factor disclosure, please identify the major
shareholder who
       exerts common control, and disclose the percentage of overall accounts
receivable,
 Lijia Ni
FirstName LastNameLijiaLTD
Oriental Culture Holding Ni
Comapany 26, 2019
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September 26, 2019 Page 2
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         accounts payable, other payables, revenues, and selling and marketing
expenses derived or
         expended by virtue of the related party transactions.
Dilution, page 42

2.       Revise to calculate net tangible book value by deducting from total
assets, total liabilities
         and intangible assets, net. In addition, we note that outstanding
shares of 10,748,889
         does not agree with the total number of outstanding shares of
12,400,000, reported as of
         June 30, 2019 in the balance sheet on page F-33. Please revise or
advise us.
Recently Issued Accounting Pronouncements
Pronoucment not yet adopted, page 57

3.       We note you indicate that as an EGC, the Company has elected to take
advantage of the
         extended transition period for complying with new or revised
accounting standards
         applicable to private companies. You disclose that the Company is
planning to adopt
         Topic 606 in the first quarter of 2020. However, under the guidance in
ASC 606-10-65-
         1b the Company should adopt Topic 606 in the annual reporting period
beginning after
         December 15, 2018, i.e. your annual financial statements for fiscal
year ended December
         31, 2019. Please revise accordingly and advise us.
Consolidated Financial Statements
Note 1 - Nature of business and organization , page F-7

4.       We note in your response to comment 2, you consider Jiangsu Yanggu and
International
         Exchange to have been under common control because both entities were
under the
         control of the same 18 shareholders since the beginning of 2018.
However, it appears
         from your response that no single individual shareholder held more
than a 50% voting
         ownership interest in both entities and therefore, no individual
shareholder in fact
         controlled both entities. Entities should only be considered under
common control if (a)
         an individual or entity holds more than 50% of the voting ownership
interest in each
         entity; (b) immediate family members hold more that 50% of the voting
ownership
         interest of each entity; or (c) a group of shareholders holds more
than 50% of the voting
         ownership interest of each entity, and contemporaneous written
evidence of an agreement
         to vote a majority of the entities shares in concert exists. Please
revise to account for the
         share exchange on May 7, 2019 and the reorganization as a business
combination or
         advise us and clarify your disclosure.
Note 3 - Business combinations, page F-45

5.       Please disclose the pro forma information of revenue and earnings of
HKDAEx as
         required per ASC 805-10-50-2(h).
6.       Please update your non-cash transaction information on page F-32 to
reflect the total
         consideration paid for the acquisition of HKDAEx. We note you
disclosed the amount of
 Lijia Ni
FirstName LastNameLijiaLTD
Oriental Culture Holding Ni
Comapany 26, 2019
September NameOriental Culture Holding LTD
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         total consideration net of cash acquired.
7.       We note you disclose that the net purchase price allocation of HKDAEx
is based on a
         valuation performed by an independent valuation firm engaged by the
Company. Please
         describe to us the nature and extent of the valuation expert s
involvement and
         management s reliance on the work of the valuation expert. Also,
please explain to us
         your consideration of the guidance in Question 141.02 of the
Division's Compliance and
         Disclosure Interpretations on Securities Act Sections.
The Audited Financial Statemenets of HKDAEx , page F-58

8.       Please provide updated interim period financial statements of HKDAEx
as of and for
         period ended March 31, 2019. In addition, please update the unaudited
pro forma
         combined financial statements for such period presented.
The Unaudited Pro Forma Combined Financial Information As of and For Year Ended
December 31, 2018, page F-68

9.       In the introductory paragraph please describe the details of the
transaction, the entities
         involved, and your accounting for it.
10.      We note on page F-67 that the shareholders of HKDAEx sold all issued
shares for $1.7
         million. Please give effect to this transaction in the pro forma
financial statements or
         advise us.
11.      With respect to Note (a), please describe the nature of $665,078
adjustment to additional
         paid in capital and how you obtained the pro forma combined weighted
average shares of
         10,006,575.
12.      In a pro forma balance sheet adjustment, you should give effect to the
purchase price
         allocation. In this regard, we note the disclosure on page F-45.
13.      It appears you should include a pro forma income statement adjustment
to give effect to
         depreciation and amortization as a result of the change in cost basis
of property, plant and
         equipment and intangible assets.
 Lijia Ni
Oriental Culture Holding LTD
September 26, 2019
Page 4

        You may contact Christie Wong, Staff Accountant, at 202-51-3684, or
Robert S.
Littlepage, Accounting Branch Chief, at 202-551-3361, if you have questions
regarding
comments on the financial statements and related matters. Please contact Paul
Fischer, Staff
Attorney, at 202-551-3415, or Celeste M. Murphy, Legal Branch Chief, at
202-551-3257, with
any other questions.



                                                          Sincerely,
FirstName LastNameLijia Ni
                                                          Division of
Corporation Finance
Comapany NameOriental Culture Holding LTD
                                                          Office of
Telecommunications
September 26, 2019 Page 4
cc:       Jeffrey Li
FirstName LastName