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CORRESP
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filename1.htm

April
6, 2023

VIA
E-MAIL

Division
of Corporation Finance

Office
of Finance

United
States Securities and Exchange Commission

Washington,
D.C. 20549

    Attention:
    Lori
    Empie

    Robert
    Klein

    Matthew
    Derby

    Sandra
    Hunter Berkheimer

    Re:

    Cosmos
    Group Holdings Inc.

    Form
    10-K for the Fiscal Year Ended December 31, 2021

    Form
    10-Q for the Quarterly Period Ended June 30, 2022

    File
    No. 000-55793

Ladies
and Gentlemen:

On
behalf of Cosmos Group Holdings Inc. (the “Company” or “COSG”), we are hereby responding
to the comment letter dated September 22, 2022 (the “Staff Letter”), from the staff of the Division of Corporation
Finance of the Securities and Exchange Commission (the “Staff”).

Due to the Company’s recent change of independent registered
public accountant (the “Auditor”) effective on February 10, 2023, the Company requires more time to provide responses to the
Staff’s comments regarding the Management’s Discussion and Analysis of Financial Condition and Results of Operation section,
as well as certain comments on the Report of Independent Registered Public Accounting Firm. In order to provide feedback to the Staff
as soon as possible, the Company hereby provides their currently available responses, and will provide further responses to the Staff’s
comments, together with an amendment to Form 10-K and Form 10-Q, in a subsequent filing.

For
ease of review, we have set forth each of the Staff’s comments in accordance with the numbering presented in the Staff Letter to
the Company, and the Company’s responses thereto.

Form
10-K for the Fiscal Year Ended December 31, 2021

 General

 1. Please
                                            provide us with your legal analysis as to how you conclude that the “Digital Ownership
                                            Tokens,” or “DOTs,” that you are producing and will sell, and the services
                                            you may provide with respect to the art and collectibles you custody, are not securities
                                            and, therefore, you are not facilitating, or causing you to engage in, transactions in unregistered
                                            securities. Please address not only the instruments themselves but also your potential role
                                            in the operation of a marketplace and creation of the instruments, as well as any ongoing
                                            interest in the DOTs through royalties or resale fee. In your response, please specifically
                                            address how your “applicable internal policies and procedures” allow you to reach
                                            this conclusion, revise to describe in greater detail your internal processes and revise
                                            to add risk factor disclosure discussing the risks and limitations of your internal policies
                                            and procedures, including that they are risk-based judgments made by the company and not
                                            legal standard or determination binding on any regulatory body or court. In preparing your
                                            response, you may find useful the letter sent by the SEC’s Strategic Hub for Innovation
                                            and Financial Technology to The New York State Department of Financial Services on January
                                            27, 2020, available at https://www.sec.gov/files/staff-comments- to%20nysdfs-1-27-20.pdf.

    Page 2

Response: The
Company notes that our business focuses on physical artworks and collectibles, while utilizing blockchain and NFT technologies to
create a documents of title and a transparent ledger for each artwork or collectible to enhance the overall experience of each
collector in order to facilitate sale transaction logistics. The DOTs minted and sold by the Company represents the ownership
documentation and other documents of the underlying physical artwork or collectible sold by the Company. In purchasing the DOTs, the
customers are in fact transferring ownership of the underlying physical artwork or collectible. The DOT ownership documents may
include independently appraised valuation, a 3D rendering of the piece, high-definition photo of the piece, AI recognition file of
the piece and a set of legal documents to provide proof of ownership and provenance of the piece to the blockchain. The value of the
DOTs is based upon the value of the underlying asset and does not rise or fall based upon the efforts of the issuer (in fact the
valuation reports, which forms parts and parcel of the DOT, acts as a deterrent against speculation), our affiliates or a third
party’s efforts, and accordingly, we are of the view that the value of DOTs is independent from the managerial efforts of the
Company

As the Company disclosed in the
form 8-K filed on December 20, 2022: effective on December 15, 2022, the Company entered into a settlement agreement with Lee Ying Chiu
Herbert, our former director and current controlling shareholder (“Dr. Lee”), pursuant to which amongst other transactions,
the Company caused the transfer to Dr. Lee of Coinllectibles Limited, Coinllectibles (HK) Limited and Coinllectibles Wealth Limited. Subsequent
to the transaction, the Company did not receive any crypto currencies.  Subsequent to the transaction, the Company no longer minted
any DOTs, and any DOTs sold by the Company as ownership documents in association with the underlying physical artwork or collectible will
be obtained from a third party.

Subsequent to the reporting period,
the Company continues to operate its metaverse platform MetaMall, which acts as an e-commerce platform. Stablecoins received on the MetaMall
platform will be processed by a third party payment company which will convert the stablecoins into fiat currency to be transferred to
the Company.

Due to the fact that the DOTs minted
or sold by the Company represents the ownership documents and related documents of the physical artwork or collectible, the Company
is of the view that the DOTs minted and sold are not securities. Please see our further legal analysis below:

Legal
Analysis

According
to the Supreme Court in SEC v. W.J. Howey Co., 328 U.S. 293 (1946), a DOT may be regulated as a security if it is determined to
be an “investment contract.” According to the Supreme Court in Howey, an “investment contract” exists
where all of the following four factors are satisfied: (1) an investment of money; (2) in a common enterprise; (3)
with a reasonable expectation of profits; and (4) to be derived from the entrepreneurial or managerial efforts of others.

As
more fully discussed below, we believe that our DOTs are not securities and do not satisfy the four prongs of the Howey test.

    Page 3

Investment of Money:

In the Company’s case, the buyers
are purchasing the Company’s DOT in order to transfer the ownership of the physical artwork and physical collectibles. However,
in this case, the buyers of our DOTs are able to purchase them with cash, credit card and other cryptocurrencies, which is sufficient
to satisfy this first prong of the Howey test.

Common Enterprise:

Common enterprise are normally considered
under either of two theories: “horizontal commonality” and “vertical commonality”. Horizontal commonality exists
where two considerations are established: (i) a sharing or pooling of the funds of investors and (ii) that “the fortunes of each
investor in a pool of investors” are tied to one another and to the “success of the overall venture”. Vertical commonality
exists in “broad” and “strict” form. Broad vertical commonality is established by showing that “the fortunes
of investors are tied to the efforts of the promoter”, however this application was rejected by the Second Circuit for Howey
as it effectively merged into a single inquiry the two separate questions posed- whether common enterprise exists and whether investors’
profits are to be derived solely from the efforts of others. Meanwhile strict vertical commonality exists where there is “one-to-one
relationship between the investor and investment manager’, such that there is an interdependence of both profits and losses of the
investment.

In the case of the Company’s DOTs,
there is no partial ownership of a larger underlying DOT, and the purchaser of our DOTs are not linked to the creator of the asset beyond
the single purchase transaction. There is no ‘overall venture’, and therefore, we do not believe horizontal commonality is
established.

In considering vertical commonality,
the value of the Company’s DOTs is based upon the value of the underlying asset and does not rise or fall based upon the efforts
of the Company (in fact the valuation reports, which forms parts and parcel of the DOT, acts as a deterrent against speculation), our
affiliates or a third party’s efforts, therefore there is no interdependence of both profits and losses between the purchaser and
the Company and accordingly, we are of the view that this prong of the Howey test cannot be satisfied.

    Page 4

Reasonable Expectation of Profits:

Investment for profit can be considered
in (i) the buyer’s motivation in acquiring the asset, i.e., enjoyment or consumption versus intention to realize capital gain
or other income, and (ii) the manner in which the Company promotes the platform and its product.

(i) Our targeted purchasers are end
users who aim to purchase the physical artwork and collectibles, while we facilitate the process through the use of DOTs to allow for
an easier and more robust transaction in the age of the internet. Each DOT that we mint represents one “collectible”. Each
collectible, by its very nature, is unique and serialized. For the avoidance of doubt, the collectible is never ‘fractionalized’
by us and represents the asset in question on a 1 to 1 basis. We apply the blockchain technology for this purpose because of the decentralized
security feature of such technology, avoiding information stored in the NFTs being changed easily. With the blockchain technologies, buyers
can authenticate the collectible being purchased with provenance data being available on demand in a near immutable manner.

In the minting and marketing of our
collectibles (which comes with a DOT), we make clear that the DOT represents the right to the contract which is minted onto the DLT. Furthermore,
ownership of the DOT will never be separated from ownership of the underlying asset as the DOT itself represents access and custody to
the underlying asset. Therefore, our target purchaser’s motivation for each transaction is to purchase the underlying physical artwork
and collectibles, and not the DOTs itself and there is no intention to realize capital gain from the DOT.

(ii)
The Company does not promote a DOT separately as a security or investment asset, but provides promotion and pricing of the underlying
physical artwork and collectible with the valuation reports and ownership documents bound in the form of DOT, which is similar to how
fine arts and collectibles are promoted by auction house, frequently with valuation reports to indicate the collectible’s value.

As such, purchasers of our DOTs have
the intention to purchase the underlying physical asset or collectible and do not as part of the transaction obtain a right to: (i) receive
royalties, dividends, payments or other distributions; or (ii) make governance or any other decisions regarding the DOT, the online website
or any other matter with respect to the issuer. Due to this consideration, we do not consider our DOTs to satisfy this prong of the Howey
Test.

Managerial Efforts of Others:

We view ourselves as providing a platform for users, sellers and buyers
of our physical artwork and collectibles to interact. Specifically, we assist the artist or creator of a collectible to obtain a global
reach by placing their collectibles onto our platform (which will in turn come with a DOT to enable ease of transaction worthy of the
age of the internet) and promote the collectible with the DOTs prior to placing them for auction on our online website. DOTs merely serve
as a digital documentation tool to encapsulate ownership titles (as opposed to having it paper based (which is prone to fraud) or PDF
based (which is prone to cyberattack). During the financial period, we charged a fee to create and promote DOTs representing their underlying
collectibles. We also expect to charge an administrative fee for processing the transfer of the DOT with physical artwork and collectible
sold, updating the registration of the chain of title of each DOT transferred on our platform.

The pricing
of the Company’s DOTs are accompanied by professional valuation reports (which is also an ancillary document commonly minted into our DOTs.
When this occurs, purchasers are able to obtain fair value assessment of the collectible instead of being driven by market sentiment
(e.g., thus achieving a price stabilization / anti-speculation effect). There is no partial ownership of a larger underlying DOT, and
the purchaser of our DOTs is not linked to the creator of the asset beyond the single purchase transaction. The value of our DOTs is based
upon the value of the underlying asset and does not rise or fall based upon the efforts of the issuer (in fact the valuation reports,
which forms parts and parcel of the DOT, acts as a deterrent against speculation), our affiliates or a third party’s efforts, and
accordingly, we are of the view that the value of DOTs is independent from the managerial efforts of the Company. Any fluctuations in
the market value of the DOTs after transfer will be based solely on market conditions alone and not on the external managerial efforts
of the Company and besides, there will always be a fair value attached to the underlying collectible, as with any art pieces. Accordingly,
we do not believe that our DOTs satisfy this prong of the Howey test.

    Page 5

Other Enumerated
2(a)(1) Securities

The DOTs that we mint represents the
rights to an underlying asset, i.e. the artwork, or other forms of collectibles. Each DOT that we mint represents one “asset”
listed on our platform. Each collectible is unique and serialized, like mapping to theater or auditorium tickets. The DOT to be minted
determined by the creator or artist that has engaged us to mint the DOTs for their collectibles. The DOTs are essentially a digital wrapper
to a collectible that can be easily purchased and obtained immediately on our website (as opposed to having fresh paperwork having to
be drawn manually by human labor upon each transaction). The DOT in theory is using technology to replace lawyers/draftsman on work that
can be done by machine without much lawyering actions involved.

Holders
of our DOTs do NOT have any of the following rights:

    ●
    Right
    to receive, share or participate in royalties, dividends, profits, distributions or payments of any kind (including any repayment
    of indebtedness or deposits, whether as obligor, guarantor or depositor, or exchange of cash flows, liabilities, or currencies);

    ●
    Right
    to participate in any governance activities such as voting;

    ●
    Right
    to receive a fractionalized interest in an underlying asset;

    ●
    Any
    put, call, straddle, option or privilege on any security, certificate of deposit or group of index of securities (including any interest
    therein or based on the value thereof);

    ●
    Any
    put, call straddle, option or privilege entered into on a national securities exchange relating to foreign currency or in general
    any interest or instrument commonly known as a security;

    ●
    Right
    to receive any certificate for receipt f