SecProbe.io

March  27, 201 5

Yuying Zhang
Chief Executive Officer
Shineco, Inc.
Room 3106, Building B
#39 East 3rd Ring Middle Road
Chaoyang District
Beijing 100022
People’s Republic of China

Re: Shineco, Inc.
Registration Statement on Form S -1
Filed March 16 , 201 5
File No. 333-202803

Dear Mr. Zhang :

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 yo ur response.

After reviewing any amendment to your registration statement and the
information you provide in response to these  comments, we may have additional
comments.

General

1. We note, in January 2015, the Ministry of Commerce of China released a
discussion draft of proposed legislation, for public comment, which appears to set
out a plan for overhauling Chinese foreign investment laws.   Please amend your
registration statement to disclose, if material, the discussion draft, including how
the propo sed changes may impact your VIE structure.  In this regard, we note that
neither the Risk Factors section on page 9 nor the Chinese Laws and Regulations
section on page 41 reference or discuss this new proposed legislation.

Yuying  Zhang
Shineco, Inc.
March 2 7, 2015
Page 2

 Registration Fee Table

2. We note the added disclosure regarding the warrants to be issued to NMS Capit al
Advisors, LLC pursuant to an investment banking agreement.  It does not appear
that you are registering those warrants.  Please advise us as to why you are not
registering those warran ts with this registration statement.

Prospectus Cover Page

3. We note your r esponse to our prior comment 2  and reissue the comment .    We
note the statement on the cover page that the offering will remain open until the
earlier o f “… (iii)      , 2015, subj ect to extension upon agreement with the
placement agent. ”  It appears that if you do not sell the minimum amount , you and
your placement agent  have discretion  to indefinitely hold the offering open .
Please note that Rule 10b -9(a)( 2) requires a specified time period and date.   For
example, this can be accomplished by a date or indicating a certain amount of
days from the date of effectiveness.    Please revise or provide us your legal
analysis as to how your disclosure regarding how long the offering will remain
open complies with Exchange Act Rule 10b -9(a)(2).

Related  Party Transactions, page 83

4. We no te your re sponse to our prior c omment 6 .  Please disclose all reportable
transactions as of the most recent practicable date or  tell us why you are not
required to disclose any transactions that have occurred after December 31, 2014.
We note that you appear to continue to limit  the disclosure  in this section  to the
end of the periods report ed in your financial statements .  Please ref er to Item 404
of Regulation S -K.

Description Of Capital Stock, page 86

Placement Agent Warrants, page 88

5. We note your response to our prior comment 4.  Please reconcile the statement
that “[s]uch amount may be reduced to no warrants ” with the statement that t he
minimum number of warrants to be issued is 64,000.  Please also revise similar
statements on the cover page and throughout the prospectus.   Please also explain
how the amounts of warrants issued ma y be reduced to no warrants du e to
common stock being sold to investors with whom you have a previous
relationship.   Discuss how the  potential reduction in warrants to be issued will be
calculated .  Explain if there  is a formula or if it is pro rata, for instan ce.

Yuying  Zhang
Shineco, Inc.
March 2 7, 2015
Page 3

 United States Federal Income Taxation, page 92

Taxation of dividends and other distributions on our common stock, page 92

6. We no te your response to our prior comment 9 and reissue the comment.  We do
not see the revised disclosure to which you refer.  It appears that much of this
disclosure is limited to “taxable years beginning before January 1, 2011.” We note
similar language “assuming the renewal of current capital gains rates prior to their
scheduled expiration at the end of 201 0” on page 85. Please revise or advise.

Exhibit Index

7. We note that the Exhibit Index indicates that many exhibits were “previously
filed.”  Please note that you must file all exhibits previously submitted with your
draft registration statement with your publicly filed S-1.  Please include these
exhibits in your next amendment.

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes the information the Securities
Act of 1 933 and all applicable Securities  Act rules require.   Since the company and its
management are in possession of all facts relating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

Notwithst anding our comments, in the event you request acceleration of the
effective date of the pending regist ration statement, please provide  a written statement
from the company acknowledging that:

 should the Commission or the staff, acting pursuant to delegate d authority,
declare the filing effective, it does not foreclose the Commission from taking any
action with respect to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority,
in declaring the filing effective, does not relieve the company from its full
responsibility for the adequacy and accuracy of the disclosure in the filing; and

 the company  may not assert staff comments and the declaration of effectiveness
as a defense in any proceeding initiated by the Commission or any person under
the federal securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will
consider a written request for acceleration of the effective date of the registration
statement as confirmation of the fact that those requesting acceleration are aware of their
respective responsibilities under the Securities Act o f 1933 and the Securities Exchange
Act of 1934 as they relate to the proposed public offering of the securities specified in the

Yuying  Zhang
Shineco, Inc.
March 2 7, 2015
Page 4

 above registration statement.  Please allow adequate time  for us to review any
amendment prior to the requested effective date of the registration statement.

You may contact Aamira Chaudhry at (202) 551 - 3389 or Lynwood Shenk at
(202) 551 - 3380 if you have questions regarding comments on the financial statements
and related matters.  Please contact John Dana Brown at (202) 5 51-3859 or me at (202)
551-3210 with any other questions.

        Sincerely,

        /s/ Susan Block

Susan Block
Attorney Advisor

cc: Anthony W. Basch, Esq.
Kaufman & Canoles, P.C.