United States securities and exchange commission logo





                               December 30, 2021

       Jun Wang
       Chief Executive Officer
       Yubo International Biotech Limited
       Room 105, Building 5, 31 Xishiku Avenue
       Xicheng District, Beijing, China

                                                        Re: Yubo International
Biotech Limited
                                                            Amendment No. 4 to
Registration Statement on Form S-1
                                                            Filed December 9,
2021
                                                            File No. 333-255805

       Dear Mr. Wang:

             We have reviewed your amended 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.
Unless we note
       otherwise, our references to prior comments are to comments in our
November 9, 2021 letter.

       Amendment No. 4 to Form S-1 Filed December 9, 2021

       Cover Page

   1.                                                   We note your response
to prior comment 1 and to comment 1 in our letter dated August
                                                        19, 2021. If true,
disclose that the contractual arrangements you have with a variable
                                                        interest entity (VIE)
based in China have not been tested in court. Explain whether the
                                                        VIE structure is used
to provide investors with exposure to foreign investment in China-
                                                        based companies where
Chinese law prohibits direct foreign investment in the operating
                                                        companies. Your
disclosure should acknowledge that Chinese regulatory authorities
                                                        could disallow this
structure, which would likely result in a material change in your
                                                        operations and/or a
material change in the value of the securities you are registering for
                                                        sale, including that it
could cause the value of such securities to significantly decline or
 Jun Wang
FirstName LastNameJun    Wang
Yubo International Biotech  Limited
Comapany30,
December  NameYubo
              2021     International Biotech Limited
December
Page 2    30, 2021 Page 2
FirstName LastName
         become worthless.
2.       We note your response to prior comment 2 and to comment 2 in our
letter dated August
         19, 2021. Please disclose whether your auditor is subject to the
determinations announced
         by the PCAOB on December 16, 2021 and whether and how the Holding
Foreign
         Companies Accountable Act and related regulations will affect your
company.
3.       We note your response to prior comment 3 and to comment 3 in our
letter dated August
         19, 2021. If true, disclose that the VIE is consolidated for
accounting purposes but is not
         an entity in which you own equity, and that the holding company does
not conduct
         operations.
4.       We note your response to prior comment 4. Please expand your
disclosure to state
         whether any transfers, dividends, or distributions have been made to
date between the
         holding company, its subsidiaries, and consolidated VIEs, or to
investors, and quantify the
         amounts where applicable. Provide cross-references to the condensed
consolidating
         schedule and the consolidated financial statements.
Prospectus Summary, page 1

5.       We note your response to prior comment 6 and to comment 6 in our
letter dated August
         19, 2021. Please expand to state whether you, your subsidiaries, or
VIEs are covered by
         permissions requirements from the China Securities Regulatory
Commission (CSRC),
         Cyberspace Administration of China (CAC) or any other governmental
agency that is
         required to approve the VIE   s operations, and state affirmatively
whether you have
         received all requisite permissions or approvals and whether any
permissions or approvals
         have been denied. Please also describe the consequences to you and
your investors if you,
         your subsidiaries, or the VIEs: (i) do not receive or maintain such
permissions or
         approvals, (ii) inadvertently conclude that such permissions or
approvals are not required,
         or (iii) applicable laws, regulations, or interpretations change and
you are required to
         obtain such permissions or approvals in the future.
6.       We note your response to prior comment 7 and to comment 7 in our
letter dated August
         19, 2021 and reissue it in part. Please revise to address the
following:
             Disclose your intentions to distribute earnings or settle amounts
owed under the VIE
              agreements;
             Expand to identify the entity of your business responsible for
meeting the PRC
              requirements for appropriation to the statutory reserves and
identify any conditions
              you must satisfy to meet such requirements; and
             Disclose, if true, that there has been no capital flow from from
your WFOE, Yubo
              Chengdu, to the VIE, Yubo Beijing and describe your intentions
for any such future
              capital flows.
         Your disclosure should make clear if no transfers, dividends, or
distributions have been
         made to date among you and any of your subsidiaries and the VIE.
7.       We note your response to prior comment 8. Please revise the Summary
section disclosure
 Jun Wang
FirstName LastNameJun    Wang
Yubo International Biotech  Limited
Comapany30,
December  NameYubo
              2021     International Biotech Limited
December
Page 3    30, 2021 Page 3
FirstName LastName
         to clarify that you are the primary beneficiary of the VIE for
accounting purposes and
         describe the conditions you have satisfied for consolidation of the
VIE under U.S. GAAP.
         Please also disclose, if true, that the VIE agreements have not been
tested in a court of
         law.
8.       We note your response to comment 8 in our letter dated August 19,
2021. To the extent
         you have not done so, please revise to ensure that the schedule
depicting the financial
         position, cash flows and results of operations for the parent, the
consolidated variable
         interest entities, and any eliminating adjustments separately presents
major line items,
         such as revenue and cost of goods/services, and subtotals and
disaggregated intercompany
         amounts, such as separate line items for intercompany receivables and
investment in
         subsidiary. The schedule should also disaggregate the parent company,
the VIEs and its
         consolidated subsidiaries, the WFOEs that are the primary beneficiary
of the VIEs, and an
         aggregation of other entities that are consolidated. The objective of
this disclosure is to
         allow an investor to evaluate the nature of assets held by, and the
operations of, entities
         apart from the VIE, as well as the nature and amounts associated with
intercompany
         transactions. Any intercompany amounts should be presented on a gross
basis and when
         necessary, additional disclosure about such amounts should be included
in order to make
         the information presented not misleading.
9.       Disclose whether your auditor is subject to the determinations
announced by the PCAOB
         on December 16, 2021.
Risk Factors, page 6

10.      We note your response to comment 9 in our letter dated August 19,
2021. We note from
         your audit opinion that you have a U.S. based auditor that is
registered with the PCAOB
         and currently subject to PCAOB inspection. Please disclose any
material risks to the
         company and investors if it is later determined that the PCAOB is
unable to inspect or
         investigate completely your auditor because of a position taken by an
authority in a
         foreign jurisdiction. For example, disclose the risk that lack of
inspection could cause
         trading in your securities to be prohibited under the Holding Foreign
Companies
         Accountable Act and as a result an exchange may determine to delist
your securities.
11.      Please expand your risk factors to disclose that the United States
Senate has passed the
         Accelerating Holding Foreign Companies Accountable Act, which, if
enacted, would
         decrease the number of    non-inspection years    from three years to
two years, and thus,
         would reduce the time before a subject company's securities may be
prohibited from
         trading or delisted. Update your disclosure to reflect that the
Commission adopted rules to
         implement the HFCAA and that, pursuant to the HFCAA, the PCAOB has
issued its
         report notifying the Commission of its determination that it is unable
to inspect or
         investigate completely accounting firms headquartered in mainland
China or Hong Kong.
         If you do not believe you are subject to the HFCAA, please also
disclose this and disclose
         the basis for your belief.
 Jun Wang
FirstName LastNameJun    Wang
Yubo International Biotech  Limited
Comapany30,
December  NameYubo
              2021     International Biotech Limited
December
Page 4    30, 2021 Page 4
FirstName LastName
Risk Factors
We have a history of losses and may continue to incur losses in the future,
which raises
substantial doubt..., page 22

12.      We note your disclosures regarding the "explanatory paragraph to our
independent
         registered public accounting firm   s report on our unaudited
financial statements as of and
         for the nine months ended September 30, 2021." The independent
registered public
         accounting firm's report on page F-2 is on the audited financial
statements as of and for
         the year ended December 31, 2020. Please revise to reconcile this
disclosure.
CAPITALIZATION, page 31

13.      Your cash balance presented on page F-21 is $62,953. Please tell us
why this cash
         amount is omitted from your actual and as adjusted cash balances on
page 31. Revise
         your presentation as necessary to correct this apparent inconsistency,
and round your cash
         balance line items here on page 31 to the nearest dollar consistent
with the rest of the
         presentation here.
Operating Expenses, page 55

14.      On page 58 you state that    During the next 12 months, Yubo expects
to incur significant
         research and development expenses with respect to its products.
Please disclose the
         amount of R&D expense for the three and nine months ended September
30, 2021 or
         provide a statement that such expense was not material for those
periods, if true.
Results of Operations
Results of Operations for the Three Months Ended September 30, 2021 and for the
Nine Months
Ended September 30, 2021
Sales, Cost of Goods Sold and Gross Profit, page 55

15.      Please explain the reason(s) for the significant decrease in oral
liquid health products in
         the quarter ended September 30, 2021 compared to the first two
quarters in 2021. Include
         in your discussion if you expect this decline to continue as a future
trend or seasonal issue.
Notes to Consolidated Financial Statements
Note 2 Summary of Significant Accounting Policies
Principles of Consolidation, page F-8

16.      We note your discussion of the contractual arrangements on pages F-9
and F-27. Please
         revise to consistently refer to the entities using the same defined
terms. For example, in
         the table of entities on pages F-8 and F-27 you define Yubo
International Biotech
         (Chengdu) Limited as "Yubo Chengdu" but refer to it as "Yubo WFOE" in
the description
         of the arrangements. Additionally, you refer to an agreement between
Yubo, Yubo
         WFOE, and the Yubo Shareholders, however, none of the entities in the
tables on page F-
         8 or F-27 are defined as solely "Yubo."
 Jun Wang
Yubo International Biotech Limited
December 30, 2021
Page 5

       You may contact Sasha Parikh at 202-551-3627 or Lynn Dicker at
202-551-3616 if you
have questions regarding comments on the financial statements and related
matters. Please
contact David Gessert at 202-551-2326 or Christine Westbrook at 202-551-5019
with any other
questions.



                                                         Sincerely,
FirstName LastNameJun Wang
                                                         Division of
Corporation Finance
Comapany NameYubo International Biotech Limited
                                                         Office of Life
Sciences
December 30, 2021 Page 5
cc:       Mark C. Lee, Esq.
FirstName LastName