SecProbe.io

October 7, 2019
Pei Xu
Chief Financial Officer
Zhongchao Inc.
Nanxi Creative Center, Suite 218
841 Yan' An Middle Road
Jing' An District
Shanghai, China 200040
Re:Zhongchao Inc.
Draft Registration Statement on Form F-1/A
Amended on September 27, 2019
CIK 0001785566
Dear Ms. Xu:
            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/A, amended on September 27, 2019
Prospectus Summary , page 13
1.We note your response to prior comment one. Please revise to clarify that the second chart
represents your corporate legal structure and subsidiaries upon completion of the offering,
as opposed to as of the date of the prospectus.
Notes to Consolidated Financial Statements
Organization and Principal Activities, page F-8
2.We note your response to prior comment 9.  Please expand your disclosures on page F-8

 FirstName LastNamePei Xu
 Comapany NameZhongchao Inc.
 October 7, 2019 Page 2
 FirstName LastName
Pei Xu
Zhongchao Inc.
October 7, 2019
Page 2
to describe that HF Capital acquired a total of 1,350,068 Class A Ordinary Shares in
Zhongchao Shanghai of which 675,068 shares were committed to be issued, and the
remaining amount was acquired from an existing shareholder.  Also, since your response
indicates that 675,000 of the 1,350,068 Class A Ordinary Shares were acquired from an
existing shareholder, it is unclear why the table on page F-9 reflects all 1,350,068 Class A
Ordinary Shares as "committed to be issued to the investor" as of December 31, 2017 and
2018.  Please advise or revise your filing accordingly.
2. Summary of Significant Accounting Policies
(o) Revenue recognition, page F-16
3.Please revise to disclose your accounting policies for cost of revenues, similar to the
discussion you provide on page 72.
4.You disclose on page 72 that cost of revenues includes professional service fees charged
by experts who provide offline seminars.  Please explain the role of any third parties
involved in providing services in connection with your offline or online courses and
explain how you determined that revenue should be reported on a gross basis.  Please refer
to ASC 606-10-55-36 through 40 and 606-10-50-12(c).
5.We note your response to prior comment 12.  For both online and offline courses, please
revise to disclose the services you combined into a single performance obligation and the
significant judgments involved in arriving at that conclusion.  Please refer to ASC 606-10-
50-17.
16. Stock Based Compensation, page F-32
6.We note your response to prior comment 13.  Please expand your disclosure to describe
your accounting treatment for the stock dividend.  Further, please revise your
shareholders' equity statement on page F-5 to indicate that the shares and per share
data were retroactively adjusted to reflect this transaction.
            You may contact Christie Wong, Staff Accountant, at 202-551-3684, or Lisa Etheredge,
Staff Accountant, at 202-551-3424, 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,
Division of Corporation Finance
Office of Trade & Services
cc:       Arila Zhou