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                              June 4, 2020

       Zhuoqin Huang
       Chief Executive Officer
       Pop Culture Group Co., Ltd
       Room 102, 23-1 Wanghai Road
       Xiamen Software Park Phase 2
       Siming District, Xiamen City, Fujian Province
       The People's Republic of China

                                                        Re: Pop Culture Group
Co., Ltd
                                                            Draft Registration
Statement on Form F-1
                                                            Submitted May 8,
2020
                                                            CIK No. 377-03160

       Dear Mr. Huang:

              We have reviewed your 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

       Prospectus Cover Page, page 1

   1.                                                   Please briefly describe
the "additional items of value" you will be paying to the
                                                        underwriters in
connection with this offering.
 Zhuoqin Huang
FirstName LastNameZhuoqin Huang
Pop Culture Group Co., Ltd
Comapany NamePop Culture Group Co., Ltd
June 4, 2020
June 4, 2020 Page 2
Page 2
FirstName LastName

Risk Factors
Uncertainties in the interpretation and enforcement of PRC laws...
You may experience difficulties in effecting service of legal process,
enforcing foreign
judgments..., page 20

2.       We note your disclosure that shareholders may have difficulty
effecting service of process
         and enforcing judgments given that you are incorporated under the laws
of the Cayman
         Islands and conduct your operations in China. Please revise your
disclosure to also
         address the limitations on the ability of U.S. regulators to conduct
investigations and
         inspections within China. Please ensure your disclosure addresses
restrictions on the
         PCAOB's ability to conduct inspections of auditors in China as well as
other limitations
         on obtaining information for shareholder investigations or litigation.
Risks Relating to this Offering and the Trading Market
Because we are an "emerging growth company,"..., page 35

3.       We note that you have elected to avail yourself of the extended
transition period for
         complying with new or revised accounting standards under Section
102(b)(1). Please add
         disclosure explaining that this election allows you to delay the
adoption of new or revised
         accounting standards that have different effective dates for public
and private companies
         until those standards apply to private companies. Please also state
that as a result of this
         election, your financial statements may not be comparable to companies
that comply with
         public company effective dates.
Management's Discussion and Analysis of Financial Condition and Results of
Operation
COVID-19 Affecting Our Results of Operations, page 48

4.       We note your statement that despite COVID-19, you managed to host and
execute more
         and larger-scale events in the three months ended March 31, 2020 as
compared to the
         same period in 2019. However, your disclosure states that these events
were hosted in
         January 2020, which suggests that you were not able to continue the
same level of
         business in February and March. Given that the majority of your net
revenue is derived
         from hosting events and providing services related to events in China,
please revise your
         discosure here and elsewhere as appropriate to explain whether the
apparent reduction in
         events in February and March is a known trend or uncertainty that is
reasonably likely to
         impact your future operating results and near-and-long-term financial
condition. To the
         extent material, please also address whether you expect COVID-19 to
impact your future
         operations differently than it affected the current period. In
addition, we note that you
         may seek more financial support such as bank loans and shareholders'
contribution for any
         shortfall of cash flow. Please revise to explain whether COVID-19 has
impacted, or is
         expected to impact, your liquidity position. Refer to CF Disclosure
Guidance: Topic 9
         (March 25, 2020).
 Zhuoqin Huang
FirstName LastNameZhuoqin Huang
Pop Culture Group Co., Ltd
Comapany NamePop Culture Group Co., Ltd
June 4, 2020
Page 3
June 4, 2020 Page 3
FirstName LastName
Management's Discussion and Analysis of Financial Condition and Results of
Operation
Results of Operations, page 49

5.       Please expand your discussion and analysis of the increase in revenues
from event
         hosting, event planning and execution and marketing services to
discuss the extent to
         which such increases are attributable to increases in prices or to
increases in the volume or
         amount of goods or services being sold or to the introduction of new
products or services.
         For example, you should discuss the key performance indicators of your
Event Hosting,
         Event Planning and Execution and Marketing businesses presented in the
description of
         your business and the average or range of event sponsorship fees,
event ticket sales,
         planning and execution service fees and marketing fees during each
period presented.

Liquidity and Capital Resources, page 54

6.       We note that accounts receivable represent 68% of assets at December
31, 2019 and 62%
         of assets at June 30, 2019 and that the number of days revenues in
accounts receivable at
         December 31, 2019 and June 30, 2019 appear to be in excess of 120
days. Please disclose
         your customary payment terms and provide a discussion of factors that
impact the number
         of days revenue in accounts receivable.
Regulations, page 86

7.       Please expand your discussion to disclose PRC regulation of the media
sector, and of hip-
         hop in particular, including whether PRC laws or regulations could
prevent the production
         or distribution of any of your content or otherwise place restrictions
on your events or
         advertising. Please also disclose, if applicable, your potential
liability for content
         distribution that the PRC government deems to be inappropriate. We
note in particular
         news reports from 2018 reporting PRC content restrictions relating to
hip-hop. Please
         also add risk factor disclosure as appropriate.

Principal Shareholders, page 99

8.       According to your beneficial ownership chart Zhuoqin Huang and Joya
Enterprises
         Limited do not currently hold any Class A Ordinary Shares. However,
your disclosure in
         Related Party Transactions notes that on April 28, 2020, 3,566,923 of
Mr. Huang's shares
         were redesignated as Class A Ordinary Shares. You provide similar
disclosure on page
         120 where you state that Joya Enterprises Limited holds 3,566,923
Class A Ordinary
         Shares. Please revise your beneficial ownership disclosure to include
Class A Ordinary
         shares held by Mr. Huang and Joya Enterprises Limited, or otherwise
reconcile the
         discrepancy.
 Zhuoqin Huang
Pop Culture Group Co., Ltd
June 4, 2020
Page 4
Consolidated Financial Statements
2. Summary of Significant Accounting Policies
(n) Revenue Recognition, page F-13

9.       Please clarify whether your service fees are recognized over time or
at a point in time.
         For performance obligations satisfied over time, please also clarify
the methods you use to
         measure progress, if applicable, and why the methods reflect a
faithful depiction of the
         transfer of the services. Also, please tell us your consideration of
providing the
         disclosures in ASC 606-10-50-20. Finally, please disclose your
significant payment
         terms.
(z) Recent Accounting Policies, page F-17

10.      We note your disclosure that ASU 2018-02 is effective for fiscal years
beginning after
         December 15, 2018. As such, please revise to disclose whether or not
you elected to
         reclassify the income tax effects of the Tax Cuts and Job Act and
provide the disclosure
         required by ASC 220-10-50-2 or ASC 220-10-50-3.
12. Income Taxes, page F-21

11.      We note your disclosure in note 2(q) that deferred tax assets and
liabilities are recognized
         for the future tax consequences attributable to differences between
financial statement
         carrying amounts of existing assets liabilities and their tax bases.
Please explain to us
         why you have not provided the disclosures required by ASC 740-10-50-2.
14. Ordinary Shares, page F-22

12.      It appears from your disclosure that the May 2020 issuance of
1,843,600 shares
         is included in the 16,784,911 ordinary shares outstanding as of June
30, 2019. Please tell
         us your basis in GAAP for including such shares in outstanding shares
at June 30, 2019.
13.      Please disclose the significant terms of the subscription receivable
classified as contra
         equity in the consolidated balance sheet.
15. Statutory Reserve, page F-22

14.      Please tell us your consideration of disclosing the amount of
registered capital or the total
         statutory reserve appropriation ultimately required.
17. Subsequent Events, page F-23
FirstName LastNameZhuoqin Huang
15.    Please disclose the date through which subsequent events have been
evaluated and
Comapany NamePop Culture Group Co., Ltd statements were issued or were
available to be
       whether that date is the date the financial
June 4,issued. Please refer to ASC 855-10-50-1.
        2020 Page 4
FirstName LastName
 Zhuoqin Huang
FirstName LastNameZhuoqin Huang
Pop Culture Group Co., Ltd
Comapany NamePop Culture Group Co., Ltd
June 4, 2020
June 4, 2020 Page 5
Page 5
FirstName LastName
Interim Financial Statements
Condensed Consolidated Statements of Changes in Shareholders' Equity, page F-28

16.      Please tell us why there is a difference in the capital injection from
shareholders and the
         amount disclosed in cash flows from financing activities for the six
months end December
         31, 2019.
        You may contact Tony Watson, Staff Accountant at 202-551-3318 or Bill
Thompson,
Accounting Branch Chief at 202-551-3344 if you have questions regarding
comments on the
financial statements and related matters. Please contact Scott Anderegg, Staff
Attorney at 202-
551-3342 or Erin Jaskot, Legal Branch Chief at 202-551-3442 with any other
questions.



                                                              Sincerely,

                                                              Division of
Corporation Finance
                                                              Office of Trade &
Services