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Law
Offices of Thomas E. Puzzo, PLLC

3823
44th Ave. NE

Seattle,
Washington 98105

Telephone:
+1 (206) 522-2256

E-mail:
tpuzzo@msn.com

March
11, 2020

VIA
E-MAIL ATTACHMENT

Office
of Technology

United
States Securities and Exchange Commission

100
F Street, NE

Washington, DC 20549

    Re:
    Sharing
    Economy International Inc.

    Amendment
    No. 1 to Form 8-K filed February 10, 2020

    File
    No. 001-34591

Dear
Sir or Madam:

We
submit the information in this letter, on behalf of our client, Sharing Economy International Inc., a Nevada corporation (the
“Company”), in response to the letter of the staff (the “Staff”) of the Securities and Exchange Commission
(the “Commission”) dated February 13, 2020.

The
Company seeks comment from the Staff in response to this letter before filing an amendment to the referenced Form 8-K. In connection
thereto, attached hereto as Schedule I please find certain unaudited pro forma financial information.

The
staff’s comments are reproduced in bold italics in this letter, and the Company’s responses to the Staff’s comments
follow each staff comment.

Amendment
No. 1 to Form 8-K filed February 10, 2020

Pro
Forma Condensed Combined Financial Information

Note
3 - Pro Forma Adjustments, page F-4

1.
We note your response to prior comment 2 and the revisions made to the Pro Forma Condensed Combined Financial Information. Please
clarify how you are calculating the non-controlling shareholders interest. We refer you to ASC 805-20-30-1. In addition, expand
the disclosure to show the allocation of the purchase price to the tangible and intangible assets acquired from Sharing Economy
International (SEI). Also, for each class of intangibles acquired, disclose the related amortization period. We refer you to ASC
805-40-30-2, including Example 1 in paragraph 55-2. In this regard, we noted that you have not presented effects of the acquiring
SEI.

Company
response: The Company has previously made the calculation of non-controlling shareholders interest, in accordance with the
underlying reference under ASC 805-40-30-2, Example 1(b) (Case B) in paragraph 55-2, which is found not appropriate to our reverse
merger transaction.

Hence,
the Company has re-measured the consideration transferred under ASC 805-40-30-2, Example 1: Reverse Acquisitions in paragraph
55-2 and Case A is considered more appropriate whereas all the shares of legal subsidiary are exchanged at the closing date.

The
fair value of the consideration transferred is measured using the current market price of SEI’s shares equal to 9,278,106
shares of common stock issued outstanding at September 30, 2019 with a pre-share fair value of $0.25, totaling $2,319,527. A negative
goodwill is calculated as the shortfall of the fair value of the consideration effectively transferred (the group interest in
the Company) over the net amount of the Company’s recognized identifiable assets and liabilities, as follows:

    US$

    Consideration effectively transferred

      2,319,527

    Net recognised values of SEI (Legal Parent) at 9/30/2019

    Acquired Assets

    Cash
      187,745

    Accounts receivable
      475,942

    Inventories
      2,052,312

    Note receivable
      147,136

    Deposit and prepayment
      1,793,617

    Assets of discontinued operation
      205,657

    Plant and equipment
      6,045,537

    Intangible assets
      3,316,483

      14,224,429

    Less:

    Assumed Liabilities
      (2,464,001 )

    Accounts payable
      (91,084 )

    Bank acceptance note
      (838,571 )

    Convertible note payable
      (433,638 )

    Accrued expense
      (57,889 )

    Tax payable
      (1,745,444 )

    Amounts due to related paties
      (1,673,821 )

    Short term bank loan
      (258,974 )

    Liabilities of discontinued operation

      (7,563,422 )
      (6,661,007 )

    Bargain purchase gain (negative goodwill)

      (4,341,480 )

In
accordance with ASC 805, “Business Combinations,” the excess of fair value of acquired net assets over purchase price
(negative goodwill) of $4.3 million, was recognized as a gain in the period the reverse merger was completed.

The Company has expanded and disclosed the above
to show the allocation of the purchase price to the tangible and intangible assets acquired from the Company.

We look
forward to the Staff's response to this letter.

    Very
    truly yours,

    LAW
    OFFICES OF THOMAS E. PUZZO, PLLC

    /s/
    Thomas E. Puzzo

    Thomas
    E. Puzzo

SCHEDULE
I

        SHARING
        ECONOMY INTERNATIONAL INC.

        Unaudited
        Pro forma Financial Information

    F-1

SHARING
ECONOMY INTERNATIONAL INC.

PRO
FORMA CONDENSED COMBINED BALANCE SHEETS

AS
OF SEPTEMBER 30, 2019

(Unaudited)

    Pro Forma

    Historical
    Historical
    Pro Forma

    Condensed

    SEII
    Peak Equity
    Adjustments
    Note
    Combined

    ASSETS

    Current assets:

    Cash and cash equivalents
    $ 187,745
    $ 44,481

    $ 232,226

    Accounts receivable, net
      475,942
      -

      475,942

    Note receivable
      147,136
      -

      147,136

    Inventories, net
      2,052,312
      -

      2,052,312

    Deposit and prepayments
      1,793,617
      114,486

      1,908,103

    Marketable securities, available-for-sale
      -
      75,000

      75,000

    Assets of discontinued operations
      205,657
      -

      205,657

    Total current assets
      4,862,409
      233,967

      5,021,376

    Non-current assets:

    Plant and equipment
      6,045,537
      997

      6,045,537

    Intangible assets
      3,316,483
      -

      3,316,483

    TOTAL ASSETS
    $ 14,224,429
    $ 234,964

    $ 14,459,393

    LIABILITIES AND STOCKHOLDER’S DEFICIT

    Current liabilities:

    Accounts payable
    $ 2,464,001
    $ 2,587

    $ 2,466,588

    Bank note and convertible note payable
      929,655
      -

      929,655

    Accrued liabilities and other payables
      433,638
      -

      433,638

    Amounts due to related parties
      1,745,444
      54,128

      1,799,572

    Tax payable
      57,889
      101,839

      159,728

    Bank loans
      1,554,247
      113,831

      1,668,078

    Liabilities of discontinued operations
      258,974
      -

      258,974

    Total current liabilities
      7,443,848
      272,385

      7,716,233

    Non-current liabilities:

    Bank loans
      119,574
      4,979,259

      5,098,833

    Total liabilities
      7,563,422
      5,251,644

      12,815,066

    Stockholder’s deficit:

    Preferred stock
      -
      -

    Common stock
      9,278
      100
      180,958
    (c)
      190,336

    Common stock to be issued
      -
      -
      7,018,942
    (c)
      7,018,924

    Additional paid-in capital
      58,301,021
      -
      (58,301,021 )
    (a),(b),(c),(d)
      -

    Statutory reserve
      2,352,592
      -

      2,352,592

    Accumulated other comprehensive loss
      2,440,621
      42,279

      2,352,592

    Accumulated deficit
      (55,594,946 )
      (5,059,059 )
      51,101,121
    (a), (b),(d)
      (9,552,884 )

      7,508,566
      (5,016,680 )

      2,491,886

    Non-controlling interest
      (847,559 )
      -

      (847,559 )

    Total stockholder’s deficit
      6,661,007
      (5,016,680 )

      1,644,327

    TOTAL LIABILITIES AND STOCKHOLDER’S DEFICIT
    $ 14,224,429
    $ 234,964

    $ 14,459,393

    F-2

SHARING ECONOMY INTERNATIONAL INC.

PRO FORMA CONDENSED COMBINED STATEMENT
OF OPERATION

FOR THE PERIOD ENDED SEPTEMBER 30, 2019

(Unaudited)

    Pro Forma

    Historical
    Historical
    Pro forma
    Condensed

    SEII
    Peak Equity
    Adjustment
    Combined

    Revenues, net
    $ 5,244,065
    $ 676,590
      (676,590 )(e)
    $ 5,244,065

    Cost of revenue
      (10,104,431 )
      -

      (10,104,431 )

    Gross loss
      (4,860,366 )
      676,590

      (4,860,366 )

    Operating expenses:

    General and administrative expenses
      (5,530,556 )
      (242,030 )
      676,590 (e)
      (5,093,219 )

    Bad debt expense
      (4,307,234 )
      -

      (4,307,234 )

    Impairment loss
      (13,355,958 )
      -

      (13,355,958 )

    Total operating expenses
      (23,193,748 )
      (242,030 )

      (22,759,188 )

    (Loss) income from operations
      (28,054,114 )
      434,560

      (27,619,554 )

    Other Income (Expense)

    Bargain purchase gain
      -
      -
      4,341,480 (a)
      4,341,480

    Interest expense
      (345,083 )
      (11,744 )

      (345,083 )

    Interest income
      856
      1

      856

    Other expense
      (9,440 )

      (9,440 )

    Total other expense
      (353,667 )
      (11,743 )

      3,976,070

    (LOSS) INCOME BEFORE INCOME TAXES
      (28,407,781 )
      422,817

      (23,643,484 )

    Income tax expense
      -
      (74,393 )

      (74,393 )

    NET (LOSS) INCOME
    $ (28,407,781 )
    $ 348,424

    $ (23,717,877 )

    Net loss per share
    $ (3.20 )

    $ # (0.00 )

    Weighted average shares outstanding
      8,866,755

      7,195,360,947

#
Less than $0.001 per share

    F-3

SHARING
ECONOMY INTERNATIONAL INC.

PRO
FORMA CONDENSED COMBINED STATEMENT OF OPERATION

FOR
THE PERIOD ENDED SEPTEMBER 30, 2019

(Unaudited)

NOTE
1 – BACKGROUND OF ORGANIZATION

On
December 27, 2019, Sharing Economy International Inc. or the Company or SEII completed the Acquisition of Peak Equity International
Limited and Subsidiaries (collectively “Peak Equity”) (the “Acquisition”) for its 100% equity interest.
The consideration of the Acquisition totaled approximately 7,200,000,000 shares of the Company’s common stock, at the price
of $0.25, equal to $1,800,000,000.

This
Acquisition is considered as related party transaction, whereas Ms. Deborah Yuen (a spouse of Mr Chan Tin Chi), an affiliate of
YSK 1860 Co., Limited, which is a shareholder of the Company, previously controlled Peak Equity during 2017 and 2018.

NOTE
2 – BASIS OF PRESENTATION

The
historical consolidated financial statements of the Company are presented in U.S. dollars and have been prepared in accordance
with U.S. GAAP. The historical combined financial statements of Peak Equity are presented in U.S. dollars and have been prepared
in accordance with U.S. GAAP. The Unaudited Pro Forma Financial Statements reflect adjustments to the Company’s historical
financial data to give effect to the Acquisition as if they had occurred on September 30, 2019 for the pro forma condensed combined
balance sheet and as if they had occurred on January 1, 2019 for the pro forma condensed combined statements of operations.

The
pro forma financial statements have been prepared by management for illustrative purposes only and are not necessarily indicative
of the financial position or results of operations in future periods. The pro forma adjustments are based on the preliminary information
available at the time of the preparation of this document and assumptions that management believes are reasonable. The pro forma
financial statements, including the notes thereto, are qualified in their entirety by reference to, and should be read in conjunction
with SEII’s historical financial statements included elsewhere in this Amendment to the Current Statement on Form 8-K for
the years ended December 31, 2018 and 2017, as Exhibits filed with SEC herewith.

The
pro forma financial statements do not purport to represent what the results of operations or financial position of the combined
entity would actually have been if the merger had in fact occurred on September 30, 2019, nor do they purport to project the results
of operations or financial position of the combined entity for any future period or as of any date.

The
Unaudited Pro Forma Financial Statements do not reflect the realization of any expected cost savings or other synergies from the
Acquisition, including as a result of restructuring activities and other cost savings initiatives planned subsequent to the completion
of the Acquisition. Although management believes such cost savings and other synergies will be realized following the Acquisition,
there can be no assurance that these cost savings or any synergies will be achieved in full or at all. In addition, the unaudited
Pro Forma Financial Statements do not reflect the estimated restructuring charges contemplated in association with any such cost
savings. Such charges will be expensed in the appropriate accounting periods following the completion of the Acquisition.

    F-4

SHARING
ECONOMY INTERNATIONAL INC.

PRO
FORMA CONDENSED COMBINED STATEMENT OF OPERATION

FOR
THE PERIOD ENDED SEPTEMBER 30, 2019

(Unaudited)

The
Acquisition will be accounted for in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards
Codification Topic 805, Business Combinations, using the reverse acquisition method whereas Peak Equity is considered as
the accounting acquirer and the Company as the acquired party. The assets and liabilities of Peak Equity, including identifiable
intangible assets, have been measured using preliminary estimates based on assumptions that management believes are reasonable
and are consistent with the information currently available. Determining the fair value of intangible assets acquired requires
management’s judgment and often involves the use of significant estimates and assumptions, including assumptions with respect
to future cash inflows and outflows, discount rates, asset lives and market multiples, among other items. The use of different
estimates and judgments could yield materially different results.

NOTE
3 – PURCHASE PRICE ALLOCATION

Since
the Acquisition is considered as a reverse merger, the purchase price allocation is based on net recognized values of SEII’s
(accounting acquire) identifiable assets and liabilities.

Goodwill
is measured as the excess of the fair value of the consideration effectively transferred over the net amount of SEII’s recognized
identifiable assets and liabilities at September 30, 2019, as follows:

    $
    $

    Consideration effectively transferred

      2,319,527

    Less: Net recognized values of SEII’s identifiable assets and liabilities

    Acquired Assets:

    Cash and cash equivalents
      187,745

    Accounts receivable
      475,942

    Notes receivable
      147,136

    Inventories
      2,052,312

    Deposits and prepayments
      1,793,617

    Assets of discontinued operation
      205,657

    Plant and equipment
      6,045,537

    Intangible assets #
      3,316,483

    Assumed liabilities:

    Accounts payable
      (2,464,001 )

    Bank acceptance note
      (91,084 )

    Convertible note payable
      (838,571 )

    Accrued expenses
      (433,638 )

    Tax payable
      (57,889 )

    Amounts due to related parties
      (1,745,444 )

    Bank loans
      (1,673,821 )

    Liabilities of discontinued operation
      (258,974 )
      (6,661,007 )

    Bargain purchase gain (negative goodwill)

      (4,341,481 )

    F-5

SHARING ECONOMY INTERNATIONAL INC.

PRO FORMA CONDENSED COMBINED STATEMENT
OF OPERATION

FOR THE PERIOD ENDED SEPTEMBER 30, 2019

(Unaudited)

In
accordance with ASC 805, “Business Combinations,” the excess of fair value of acquired net assets over purchase
price (negative goodwill) of $4.3 million, was recognized as a gain in the period the Reverse Merger was completed.

    Useful life
    September 30,

 2019

    Intangible assets consisted of:

    Land use rights
    45 - 50 years
    $ 3,783,611

    Other intangible assets
    3 - 5 years
      843,218

    Goodwill
    -
      27,353

      4,654,182

    Less: accumulated amortization

      (1,337,699 )

    $ 3,316,483

NOTE
4 – PRO FORMA ADJUSTMENTS

The
pro forma financial statements have been prepared as if the Acquisition was completed on September 30, 2019 for combined purpose
and reflects the follo