United States securities and exchange commission logo





                             August 19, 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. 2 to
Registration Statement on Form S-1
                                                            Filed August 3,
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 July
26, 2021 letter.

       Amendment No. 2 to Registration Statement on Form S-1

       Cover Page

   1.                                                   Please disclose
prominently on the prospectus cover page that you are not a Chinese
                                                        operating company but a
U.S. holding company with operations conducted by your
                                                        subsidiaries and
through contractual arrangements with a variable interest entity (VIE)
                                                        based in China and that
this structure involves unique risks to investors. Explain whether
                                                        the VIE structure is
used to replicate foreign investment in Chinese-based companies
                                                        where Chinese law
prohibits direct foreign investment in the operating companies, and
                                                        disclose that investors
may never directly hold equity interests in the Chinese operating
                                                        company. Your
disclosure should acknowledge that Chinese regulatory authorities could
                                                        disallow this
structure, which would likely result in a material change in your operations
 Jun Wang
FirstName LastNameJun    Wang
Yubo International Biotech  Limited
Comapany
August 19, NameYubo
           2021        International Biotech Limited
August
Page 2 19, 2021 Page 2
FirstName LastName
         and/or value of your common stock, including that it could cause the
value of such
         securities to significantly decline or become worthless. Provide a
cross-reference to your
         detailed discussion of risks facing the company and the offering as a
result of this
         structure.
2.       Provide prominent disclosure about the legal and operational risks
associated with being
         based in or having the majority of the company   s operations in
China. Your disclosure
         should make clear whether these risks could result in a material
change in your operations
         and/or the value of your common stock or could significantly limit or
completely hinder
         your ability to offer or continue to offer securities to investors and
cause the value of such
         securities to significantly decline or be worthless. Your disclosure
should address how
         recent statements and regulatory actions by China   s government, such
as those related to
         the use of variable interest entities and data security or
anti-monopoly concerns, has or
         may impact the company   s ability to conduct its business, accept
foreign investments, or
         list on an U.S. or other foreign exchange. Your prospectus summary
should address, but
         not necessarily be limited to, the risks highlighted on the prospectus
cover page.
3.       Clearly disclose how you will refer to the holding company,
subsidiaries, and VIEs when
         providing the disclosure throughout the document so that it is clear
to investors which
         entity the disclosure is referencing and which subsidiaries or
entities are conducting the
         business operations. Refrain from using terms such as "we" or "our"
when describing
         activities or functions of a VIE. Disclose clearly the entity
(including the domicile) in
         which investors are purchasing their interest.
Prospectus Summary, page 1

4.       Disclose clearly that the company uses a structure that involves a VIE
based in China and
         what that entails and provide early in the summary a diagram of the
company   s corporate
         structure, including who the equity ownership interests are of each
entity. Describe all
         contracts and arrangements through which you purport to obtain
economic rights and
         exercise control that results in consolidation of the VIE   s
operations and financial results
         into your financial statements. Identify clearly the entity in which
investors are
         purchasing their interest and the entities in which the company   s
operations are
         conducted. Describe the relevant contractual agreements between the
entities and how
         this type of corporate structure may affect investors and the value of
their investment,
         including how and why the contractual arrangements may be less
effective than direct
         ownership and that the company may incur substantial costs to enforce
the terms of the
         arrangements. Disclose the uncertainties regarding the status of the
rights of the U.S.
         holding company with respect to its contractual arrangements with the
VIE, its founders
         and owners, and the challenges the company may face enforcing these
contractual
         agreements due to uncertainties under Chinese law and jurisdictional
limits.
5.       In your summary of risk factors, disclose the risks that your
corporate structure and being
         based in or having the majority of the company   s operations in China
poses to investors.
         In particular, describe the significant regulatory, liquidity, and
enforcement risks with
 Jun Wang
FirstName LastNameJun    Wang
Yubo International Biotech  Limited
Comapany
August 19, NameYubo
           2021        International Biotech Limited
August
Page 3 19, 2021 Page 3
FirstName LastName
         cross-references to the more detailed discussion of these risks in the
prospectus. For
         example, specifically discuss risks arising from the legal system in
China, including risks
         and uncertainties regarding the enforcement of laws and that rules and
regulations in
         China can change quickly with little advance notice; and the risk that
the Chinese
         government may intervene or influence your operations at any time, or
may exert more
         control over offerings conducted overseas and/or foreign investment in
China-based
         issuers, which could result in a material change in your operations
and/or the value of
         your common stock. Acknowledge any risks that any actions by the
Chinese government
         to exert more oversight and control over offerings that are conducted
overseas and/or
         foreign investment in China-based issuers could significantly limit or
completely hinder
         your ability to offer or continue to offer securities to investors and
cause the value of such
         securities to significantly decline or be worthless.
6.       Disclose each permission that you, your subsidiaries or your VIEs are
required to obtain
         from Chinese authorities to operate and issue these securities to
foreign investors. State
         whether you, your subsidiaries, or VIEs are covered by permissions
requirements from the
         CSRC, CAC or any other entity that is required to approve of the VIE
s operations, and
         state affirmatively whether you have received all requisite
permissions and whether any
         permissions have been denied.
7.       Provide a clear description of how cash is transferred through your
organization. Disclose
         your intentions to distribute earnings or settle amounts owed under
the VIE agreements.
         Quantify any cash flows and transfers of other assets by type that
have occurred between
         the holding company, its subsidiaries, and consolidated VIEs, and
direction of transfer.
         Quantify any dividends or distributions that a subsidiary or
consolidated VIE have made
         to the holding company and which entity made such transfer, and their
tax consequences.
         Similarly quantify dividends or distributions made to U.S. investors,
the source, and their
         tax consequences. Describe any restrictions on foreign exchange and
your ability to
         transfer cash between entities, across borders, and to U.S. investors.
Describe any
         restrictions and limitations on your ability to distribute earnings
from your businesses,
         including subsidiaries and/or consolidated VIEs, to the parent company
and U.S. investors
         as well as the ability to settle amounts owed under the VIE
agreements.
8.       We note that the consolidated VIEs constitute a material part of your
consolidated
         financial statements. Please provide in tabular form condensed
consolidating schedule
         depicting the financial position, cash flows and results of operations
for the parent, the
         consolidated variable interest entities, and any eliminating
adjustments separately     as of
         the same dates and for the same periods for which audited consolidated
financial
         statements are required. Highlight the financial statement information
related to the
         variable interest entity and parent, so an investor may evaluate the
nature of assets held
         by, and the operations of, entities apart from the variable interest
entity, which includes
         the cash held and transferred among entities.
9.       If applicable, disclose that trading in your securities may be
prohibited under the Holding
         Foreign Companies Accountable Act if the PCAOB determines that it
cannot inspect or
 Jun Wang
FirstName LastNameJun    Wang
Yubo International Biotech  Limited
Comapany
August 19, NameYubo
           2021        International Biotech Limited
August
Page 4 19, 2021 Page 4
FirstName LastName
         fully investigate your auditor, and that as a result an exchange may
determine to delist
         your securities. If the PCAOB has been or is currently unable to
inspect your auditor,
         revise your disclosure to so state.
Risk Factors, page 4

10.      Revise your risk factors to acknowledge that if the PRC government
determines that the
         contractual arrangements constituting part of your VIE structure do
not comply with PRC
         regulations, or if these regulations change or are interpreted
differently in the future, your
         shares may decline in value or become worthless if you are unable to
assert your
         contractual control rights over the assets of your PRC subsidiaries
that conduct all or
         substantially all of your operations.
11.      Given the Chinese government   s significant oversight and discretion
over the conduct of
         your business, please revise to separately highlight the risk that the
Chinese government
         may intervene or influence your operations at any time, which could
result in a material
         change in your operations and/or the value of your common stock. Also,
given recent
         statements by the Chinese government indicating an intent to exert
more oversight and
         control over offerings that are conducted overseas and/or foreign
investment in China-
         based issuers, acknowledge the risk that any such action could
significantly limit or
         completely hinder your ability to offer or continue to offer
securities to investors and
         cause the value of such securities to significantly decline or become
worthless.
12.      In light of recent events indicating greater oversight by the
Cyberspace Administration of
         China over data security, particularly for companies seeking to list
on a foreign exchange,
         please revise your disclosure to explain how this oversight impacts
your business and your
         offering and to what extent you believe that you are compliant with
the regulations or
         policies that have been issued by the CAC to date.
Results of Operations
Operating Expenses, page 50

13.      Similar to your revised disclosure provided in response to bullet
three of our previous
         comment 4, please disclose the types of costs that are included in the
other operating
         expense line item that ties to the $300,321 in other operating
expenses recorded for the
         three months ended March 31, 2021.
Yubo International Biotech Limited
Notes to Consolidated Financial Statements
For the Three-Month Periods Ended March 31, 2021 and 2020
Note 2. Summary of Significant Accounting Policies
Revenue Recognition, page F-30

14.      Please expand your disclosure to specifically state when your
performance obligations are
         satisfied and revenues are recognized (i.e. upon delivery or at
shipment).
 Jun Wang
Yubo International Biotech Limited
August 19, 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
August 19, 2021 Page 5
cc:       Mark C. Lee, Esq.
FirstName LastName