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February 14, 2023
Yunhao Chen
Chief Financial Officer
Dogness (International) Corporation
Tongsha Industrial Estate, East District
Dongguan, Guangdong 523217
People's Republic of China
Re:Dogness (International) Corporation
Form 20-F for the Year Ended June 30, 2022
Filed September 30, 2022
File No. 001-38304
Dear Yunhao Chen:
            We have limited our review of your filing to the financial statements and related
disclosures 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 20-F for the Year Ended June 30, 2022
Part 1, page 1
1.We note your disclosure beginning on page 23 regarding "Risks Related to Our Doing
Business in the China."  Please provide a more 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 securities 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 data security or anti-monopoly concerns, have or
may impact the company’s ability to conduct its business, accept foreign investments, or
list on a U.S. or other foreign exchange.

 FirstName LastNameYunhao Chen
 Comapany NameDogness (International) Corporation
 February 14, 2023 Page 2
 FirstName LastName
Yunhao Chen
Dogness (International) Corporation
February 14, 2023
Page 2
2.At the outset of Part 1, please disclose prominently that you are not a Chinese operating
company but a British Virgin Islands holding company with operations conducted by your
subsidiaries based in China and that this structure involves unique risks to investors.
 Provide a cross-reference to your detailed discussion of risks facing the company and the
offering as a result of this structure.
3.At the onset of Part I, clearly disclose how you will refer to the holding company, and
subsidiaries 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.  For example, disclose, if true, that your subsidiaries
conduct operations in China and that the holding company does not conduct operations.
 Disclose clearly the entity (including the domicile) in which investors are purchasing an
interest.
Item 3. Key Information, page 1
4.At the onset of Item 3, provide a clear description of how cash is transferred through your
organization.  Quantify any cash flows and transfers of other assets by type that have
occurred between the holding company and its subsidiaries, and direction of transfer.
Quantify any dividends or distributions that a subsidiary 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.  Your disclosure should make clear if no transfers, dividends, or
distributions have been made to date.  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 the
company, including your subsidiaries, to the parent company.
Item 15. Controls and Procedures, page 126
5.You disclose that you carried out an evaluation of the effectiveness of the design and
operation of your disclosure controls and procedures as of June 30, 2020, instead of June
30, 2022, and concluded that your disclosure controls and procedures were ineffective.  In
future filings, please ensure that your evaluation and conclusion of the effectiveness of
disclosure controls and procedures is as of the end of the period covered by your report as
required by Item 15(a) of Form 20-F.
6.You disclose that you performed an assessment of the effectiveness of your internal
control over financial reporting as of June 30, 2021, instead of June 30, 2022, and
concluded that you did not maintain effective internal control over financial reporting.  In
future filings, please ensure that your assessment and conclusion of the effectiveness of
internal control over financial reporting is as of the end of your most recent fiscal year as
required by Item 15(b)(3) of Form 20-F.

 FirstName LastNameYunhao Chen
 Comapany NameDogness (International) Corporation
 February 14, 2023 Page 3
 FirstName LastName
Yunhao Chen
Dogness (International) Corporation
February 14, 2023
Page 3
Item 18. Financial Statements, page F-1
7.We note that you have presented financial statements for the three years ended June 30,
2022; however, you have presented audit reports that only cover the years ended June 30,
2022 and June 30, 2021.  Please file an amendment to your Form 20-F to also present an
audit report that covers the year ended June 30, 2020.  In doing so, please ensure that you
also include revised certifications that are currently dated and refer to the Form 20-F/A.
Report of Independent Registered Public Accounting Firm, page F-1
8.We note that you are required to report on your internal control over financial reporting,
but such report is not required to be audited.  As such, please make arrangements with
your auditor to have them revise, in future filings, the audit report to include the internal
control over financial reporting explanatory language required by AS 3105.59.
Item 19. Exhibits, page 130
9.In future filings, please ensure that you present Section 906 certifications from your Chief
Executive Office and Chief Financial Officer as exhibits to the Form 20-F.  In this regard,
we note that you did not present the Section 906 certification from your Chief Financial
Officer as Exhibit 13.2; instead, you presented the Section 302 certification that was
already presented as Exhibit 12.2.
            In closing, 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 Jeffrey Gordon at 202-551-3866 or Ernest Greene at 202-551-3733 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing