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                            January 19, 2021

       Mei Kanayama
       Representative Director
       Yoshitsu Co., Ltd
       Harumi Building, 2-5-9 Kotobashi
       Sumida-ku, Tokyo, 130-0022
       Japan

                                                        Re: Yoshitsu Co., Ltd
                                                            Draft Registration
Statement on Form F-1
                                                            Submitted December
23, 2020
                                                            CIK No. 0001836242

       Dear Mr. Kanayama:

              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 Summary, page 1

   1.                                                   To balance your
disclosure regarding your growth and profitability, please revise the
                                                        summary to discuss how
to date you have financed your operations primarily through
                                                        bank loans and
shareholder working capital funding. In doing so, please disclose the
                                                        currently outstanding
amounts of your short-term and long-term borrowings, as well as
                                                        their dates of
maturity.
 Mei Kanayama
FirstName  LastNameMei Kanayama
Yoshitsu Co., Ltd
Comapany
January 19,NameYoshitsu
            2021        Co., Ltd
January
Page 2 19, 2021 Page 2
FirstName LastName
Risk Factors, page 8

2.       Please add new risks factors to address (1) your historical reliance
on short-term
         borrowings to fund your operations and the risks such reliance may
have for your future
         growth and (2) the risks associated with having and servicing your
short-term and long-
         term borrowings.
The business operations and results of operations of our directly-operated
physical stores, page 9

3.       Please expand your risk factor disclosure to update the status of the
pandemic and
         governmental vaccinations efforts. While your current disclosure at
page 37 states that the
         daily life of Japanese residents is largely back to normal, this
disclosure does not appear to
         address the effect on your business of the recent surges in
pandemic-related illnesses in
         your target markets, including the United States and Canada, or
logistical and
         manufacturing challenges which have delayed the production and
administration of
         widespread global vaccinations. Please revise accordingly.
Our earnings and business growth strategy depend on the success of our
franchisees, page 11

4.       We note that a single franchisee owns all of your stores in the United
States and another
         franchisee owns all of your stores in Canada. Please revise your risk
factor disclosure
         where appropriate to address the risk posed by your significant
reliance on these two
         franchisees.
We rely on our relationships with suppliers to purchase high-quality beauty and
health products,
page 13

5.       Please clarify the meaning of the term "prestige suppliers." Also,
please revise to identify
         your "core brands" and the product sales attributable to these brands.
In this regard, it is
         unclear whether the four suppliers which accounted for 25.9% to 13.4%
of your total
         purchases are your "core brands." Additionally, please file material
agreements with your
         suppliers and revise under "Suppliers" at page 64, or elsewhere as
appropriate, to describe
         the material terms of such agreements.
Our directly-operated physical stores are all located in Japan, page 15

6.       To the extent significant operations are concentrated in specific
geographic locations,
         please provide risk factor disclosure related to the geographic
concentrations or tell us
         why you do not believe such geographic concentrations are material to
evaluating your
         business. In this regard, we note that significant portions of your
operations are in Japan,
         the United States, and Canada. If operations in these different
countries subject you to
         different market forces (for example, different government
regulations, consumer
         preferences, real estate trends, etc.), please revise your disclosure
here and in the Business
         section to highlight these differences.
 Mei Kanayama
FirstName  LastNameMei Kanayama
Yoshitsu Co., Ltd
Comapany
January 19,NameYoshitsu
            2021        Co., Ltd
January
Page 3 19, 2021 Page 3
FirstName LastName
Holders of ADS have fewer rights than shareholders under Japanese law, page 25

7.       We note your disclosure that the right of shareholders under Japanese
Law to take certain
         actions, including voting shares and bringing derivative actions, are
only available to
         shareholders of record. To the extent these provisions apply to
federal securities laws,
         describe any questions as to enforceability under federal law, how
they will impact your
         investors, and any significant associated risks. In addition, please
revise your disclosure
         and any related exhibits to state that by agreeing to these
provisions, investors will not be
         deemed to have waived the company   s compliance with the federal
securities laws and the
         rules and regulations thereunder.
Liquidity and Capital Resources, page 42

8.       Please revise this section to provide the terms of your outstanding
bank loans and
         shareholder working capital loans, if any. In addition, please
disclose in greater detain
         how management plans to increase your reliance on cash flows provided
by operating
         activities to support your future operations.
Expand into New Markets by Operating New Stores, page 56

9.       Please revise here and in the risk factors section, as appropriate, to
describe the financial
         and logistical challenges associated with your plans for accelerated
and geographically
         expansive growth during the next five years. In this regard, please
describe the applicable
         milestones and related costs of your expansion plans. In addition,
please disclose that
         rapid expansion is a new strategy for your company and address your
management's
         limited history managing such expansion. Provide similar disclosure
regarding your plans
         to develop your own private label products, as described on page 57.
Corporate History and Structure, page 58

10.      Please revise to describe your anticipated repurchase transaction(s)
involving Grand Elec-
         Tech Limited.
Online Stores, page 61

11.      Please provide the basis for your claims that your shopping experience
is preferable to that
         of your competitors. For instance, while you have highlighted that,
among other things,
         your online stores display purchase history, customer reviews, and
popular items, and
         provide links to social media, these features would appear to be
standard components of
         many retail sites. In addition, please describe how, when, and at what
cost, if material, you
         intend to build a "better consumer interface" as noted on page 57.
 Mei Kanayama
FirstName  LastNameMei Kanayama
Yoshitsu Co., Ltd
Comapany
January 19,NameYoshitsu
            2021        Co., Ltd
January
Page 4 19, 2021 Page 4
FirstName LastName
Franchise Profile and Trademark License Agreements, page 63

12.      Please revise to clarify the franchise fee structure, including:

                whether franchisees are required to pay an initial fee to
purchase the franchise;
                whether additional fees are charged for new franchise
locations;
                whether franchise stores are subject to mandatory requirements
contracts; and
                whether the $1 royalty payment that you have described is made
in lieu of future
              commissions payable on sales.

         Further, to the extent that franchise stores may purchase 30% of their
products from third-
         parties, please explain whether there are any limitations on the kinds
of products that may
         be purchased from third parties or the sources of such products (i.e.,
whether your
         franchise stores may purchase goods from competitors). In addition,
please disclose, if
         applicable, any material arrangements to provide financing to
franchisees.
Marketing, page 64

13.      In your risk factor on page 15 entitled "If we are unable to conduct
our marketing
         activities cost-effectively" you state that marketing in your target
markets is evolving and
         will require that you employ new marketing methods. Please revise here
to describe how
         you anticipate that your methods will change in the future (including,
for example,
         increased reliance on artificial intelligence or other technology),
and the anticipated cost
         and timing of any new marketing initiatives.
Our Relationship with Cosmetics and Pharmaceutical Companies and Key Suppliers,
page 65

14.      Please describe the requirements that you must meet to qualify as a
tier one distributor and
         quantify, if material, the pricing discount that you are entitled to
as a result of such
         designation.
Distribution, page 65

15.      We note that the disclosure in the prospectus regarding your
distribution centers appears
         to focus primarily on your directly operated stores in Japan. Please
revise, where
         appropriate, to discuss how products are distributed to your franchise
stores. We also note
         that it is unclear how the inventory for your U.S. and Canada stores
may differ from that
         of your directly operated stores in Japan. To the extent that product
selections are
         localized, rather than standardized, please explain how your
distribution plans account for
         regional differences in taste. In this regard, we note your disclosure
elsewhere in the
         prospectus, including in the first risk factor on page 34, that your
success substantially
         depends on the ability to recognize beauty trends and customer demand.
 Mei Kanayama
FirstName  LastNameMei Kanayama
Yoshitsu Co., Ltd
Comapany
January 19,NameYoshitsu
            2021        Co., Ltd
January
Page 5 19, 2021 Page 5
FirstName LastName
Related Party Transactions, page 80

16.      Please revise this section to describe the material terms of each of
the related party
         transactions identified in this section.

Consolidated Financial Statements
Consolidated Statements of Cash Flows, page F-6

17.      Per Note 9 of your financial statement footnotes, during the fiscal
year ended March 31,
         2020, you had sales to Tokyo Lifestyle Limited (HK) in excess of the
amount of the long-
         term loan receivable due from them, a related party. This long-term
receivable agreement
         was entered into on February 4, 2020--near the end of your fiscal
year. Please tell us how
         you concluded the long-term loan made to a related party line item in
your statement of
         cash flows represented an investing activity, rather than an operating
activity. In doing so,
         explain in detail how you determined this long-term loan was not used
to repay accounts
         receivable owed by Tokyo Lifestyle Limited (HK). Otherwise, revise
your statement of
         cash flows and disclosures throughout the filing accordingly. Refer to
ASC 230-10-45-
         16(a).
       You may contact Blaise Rhodes at (202) 551-3774 or Rufus Decker at (202)
551-3769 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Daniel Morris at (202) 551-3314 or Dietrich King at (202) 551-8071 with
any other
questions.



                                                                Sincerely,

                                                                Division of
Corporation Finance
                                                                Office of Trade
& Services
cc:      Ying Li