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United States securities and exchange commission logo





                             November 29, 2022

       George Terzis
       Chief Financial Officer
       Cosmos Holdings Inc.
       141 West Jackson Blvd, Suite 4236
       Chicago, Illinois 60604

                                                        Re: Cosmos Holdings
Inc.
                                                            Form 10-K for
Fiscal Year Ended December 31, 2021
                                                            Filed April 15,
2022
                                                            File No. 001-41308

       Dear George Terzis:

              We have reviewed your filing 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 these comments within ten business days by
providing the requested
       information or advise us as soon as possible when you will respond. If
you do not believe our
       comments apply to your facts and circumstances, please tell us why in
your response.

                                                        After reviewing your
response to these comments, we may have additional comments.

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

       Item 9A. Controls and Procedures, page 30

   1.                                                   Please revise your
'Evaluation of Disclosure Controls and Procedures' and 'Management   s
                                                        Report on Internal
Control over Financial Reporting' to provide a conclusive statement as
                                                        to whether controls are
effective or not effective for the period assessed. Refer to Items
                                                        307 and 308(a)(3),
respectively, of Regulation S-K. This comment also applies to your
                                                        Disclosure Controls and
Procedures disclosure included within your Form 10-Q's.
       Report of Independent Registered Public Accounting Firm, page F-1

   2.                                                   Please amend your
filing to include a conformed signature in the audit report for the years
                                                        ended December 31, 2021
and 2020, and confirm to us that you received a signed report
                                                        from the auditor. In
doing so, ensure the amendment includes the entirety of Item
                                                        8 and appropriate
updated certifications that refer to the Form 10-K/A.
 George Terzis
Cosmos Holdings Inc.
November 29, 2022
Page 2

        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       You may contact Abe Friedman at 202-551-8298 or Doug Jones at
202-551-3309 with
any questions.



FirstName LastNameGeorge Terzis                           Sincerely,
Comapany NameCosmos Holdings Inc.
                                                          Division of
Corporation Finance
November 29, 2022 Page 2                                  Office of Trade &
Services
FirstName LastName
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