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United States securities and exchange commission logo





                              March 2, 2021

       Gang Lai
       Chief Executive Officer
       Universe Pharmaceuticals Inc.
       265 Jingjiu Avenue
       Jinggangshan Economic and Technological Development Zone
       Ji   an, Jiangxi, China 343100

                                                        Re: Universe
Pharmaceuticals Inc.
                                                            Amendment No. 3 to
Registration Statement on Form F-1
                                                            Filed February 24,
2021
                                                            File No. 333-248067

       Dear Mr. Lai:

              We have reviewed your 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.

       Amendment No. 3 to Registration Statement on Form F-1

       Risk Factors
       Internal financial reporting controls..., page 26

   1.                                                   Given that you lack
accounting staff with appropriate knowledge of US GAAP, please tell
                                                        us who prepared your US
GAAP financial statements. In this regard, it does not appear
                                                        that your planned
remedial measures include a change in the US GAAP financial
                                                        statement preparation
function despite the material audit adjustments to your financial
                                                        statements in 2018,
2019 and 2020.
   2.                                                   The risk factor
narrative indicates that since 2018 you have failed to maintain effective
                                                        internal controls which
has precipitated material audit adjustments to your financial
 Gang Lai
FirstName  LastNameGangInc.
                         Lai
Universe Pharmaceuticals
Comapany
March      NameUniverse Pharmaceuticals Inc.
       2, 2021
March2 2, 2021 Page 2
Page
FirstName LastName
         statements. Please clarify the heading to this risk factor so it is
clear that the risk has
         already had a material adverse impact and is not hypothetical.
3.       In your August, November, and December filings, you stated that you
planned to fully
         implement measures to remediate your material internal control
weaknesses and
         deficiencies by December 31, 2020. Please disclose the specific
reasons why you have
         now chosen to defer full implementation until December 31, 2021 --
which is 3 months
         after your September 30 fiscal year-end. The disclosure is necessary
for readers to assess
         the likelihood that your planned remedial measures will be implemented
as described.
4.       Please expand your disclosure to identify the specific financial
statement line items that
         were primarily impacted by the "material audit adjustments" i.e. cash,
revenue,
         receivables, etc. This clarification is necessary for readers to
understand which financial
         statement line items have been, and may continue to be, materially
impacted by your
         internal control weaknesses and deficiencies.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Operating Activities, page 57

5.       Given the material adverse impact on your operating cash flows, please
revise your
         disclosure to fully explain why your net accounts receivable increased
by approximately
         69% whereas revenue decreased by 7.6%. The attribution to an
increase in credit sales
         is vague. Absent a specific explanation, it is not clear whether your
revenue recognition
         policies and procedures were consistently applied in the periods
presented. In your
         expanded disclosure, please quantify the amounts of revenue recognized
in the months of
         September 2020 and September 2019 so that the impact of any
fluctuation in year-end
         sales transactions can be fully understood.
Revenue Recognition, page 62

6.       Please reconcile your disclosures here and on page F-12 that there are
no sales returns or
         incentives with the disclosure on page 41 that such items are deducted
from gross revenue.
        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.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
 Gang Lai
Universe Pharmaceuticals Inc.
March 2, 2021
Page 3

       You may contact Michael Fay at 202-551-3812 or Al Pavot at 202-551-3738
if you have
questions regarding comments on the financial statements and related matters.
Please contact
Alan Campbell at 202-551-4224 or Celeste Murphy at 202-551-3257 with any other
questions.



                                                         Sincerely,
FirstName LastNameGang Lai
                                                         Division of
Corporation Finance
Comapany NameUniverse Pharmaceuticals Inc.
                                                         Office of Life
Sciences
March 2, 2021 Page 3
cc:       Ying Li, Esq.
FirstName LastName
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