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CORRESP
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Happiness Development Group Limited

No. 11, Dongjiao East Road, Shuangxi, Shunchang,
Nanping City

Fujian Province, People’s Republic of
China

February 8, 2023

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, N.E.

Washington, DC 20549

    Attn:
    Daniel Crawford

    Alan Campbell

    Vanessa Robertson

    Kevin Vaughn

    Re:

    Happiness Development Group Limited

    Annual Report on Form 20-F for the Fiscal Year Ended March 31, 2022

    Filed August 15, 2022

    File No. 001-39098

Ladies and Gentlemen:

Happiness Development Group
Limited (the “Company”, “HAPP,” “we”, “us” or “our”)
hereby transmits its response to the letter received from the staff (the “Staff”) of the Securities and Exchange Commission
(the “Commission”), dated February 2, 2023 regarding our Form 20-F for fiscal year ended March 31, 2022. For ease of
reference, we have repeated the Commission’s comments in this response and numbered them accordingly.

Form 20-F for the Fiscal Year Ended March 31, 2022

Introduction, page ii

    1.
    We note that your definition of “China” or “PRC” specifically excludes Hong Kong and Macau. Please revise the definition of “China” or the “PRC” to include Hong Kong and Macau and clarify that the only time that “PRC” or “China” does not include Hong Kong or Macau is when you reference specific laws and regulations adopted by the PRC. Additionally, clarify that the “legal and operational” risks associated with operating in China also apply to operations in Hong Kong and Macau, if applicable. Lastly, discuss any commensurate laws and regulations in Hong Kong and Macau, where applicable throughout your filing, and the risks and consequences to you associated with those laws and regulations.

Response: In response
to the Staff’s comment, we propose to revise the definition of “China” or the “PRC” as follows:

    ●
    “China” or the “PRC” refers to the People’s Republic of China, including Hong Kong Special Administrative Region and the Macau Special Administrative Region, unless referencing specific laws and regulations adopted by the PRC and other legal or tax matters only applicable to mainland China, and excluding, for the purposes of this annual report only, Taiwan; “PRC subsidiaries” and “PRC entities” refer to entities established in accordance with PRC laws and regulations;

We respectfully advise
the Staff that the Company has only one wholly owned subsidiary, Happiness Biology Technology Group Limited, organized under the laws
of Hong Kong, which has not been engaged in any active business other than acting as holding company, and that the Company does not have
any subsidiary or consolidated variable interest entity that is organized under the laws of Macau or operates in Macau. In addition, as
the definition of “China” or the “PRC” will be revised to include Hong Kong and Macau, given that the Company
does not have any operations in Hong Kong or Macau, we do not think it is necessary to emphasize that the legal and operational risks
associated with operating in China also apply to operations in Hong Kong and Macau.

    1

We propose to revise
the following risk factor “Certain judgments obtained against us by our shareholders may not be enforceable”
on page 21 (revisions in italic):

Certain
judgments obtained against us by our shareholders may not be enforceable.

We are a Cayman
Islands company and substantially all of our assets are located outside of the United States. Substantially all of our current operations
are conducted in China. In addition, most of our current directors and officers are nationals and residents of countries other than the
United States. Substantially all of the assets of these persons are located outside the United States. As a result, it may be difficult
or impossible for you to bring an action against us or against these individuals in the United States in the event that you believe that
your rights have been infringed under the U.S. federal securities laws or otherwise. Even if you are successful in bringing an action
of this kind, the laws of the Cayman Islands and of China may render you unable to enforce a judgment against our assets or the assets
of our directors and officers.

It may also
be difficult for our shareholders to effect service of process upon us or those persons inside mainland China. As advised by our PRC legal
counsel, China currently does not have treaties providing for the reciprocal recognition and enforcement of court judgments with the Cayman
Islands, United States and many other countries and regions. Therefore, with respect to matters that are not subject to a binding arbitration
provision, it may be difficult or impossible to recognize and enforce judgments of any of those non-PRC jurisdictions in a China court.

In addition,
judgment of United States courts will not be directly enforced in Hong Kong. There are currently no treaties or other arrangements providing
for reciprocal enforcement of foreign judgments between Hong Kong and the United States. There is uncertainty as to whether the courts
of Hong Kong would (i) recognize or enforce judgments of United States courts obtained against us or our directors or officers predicated
upon the civil liability provisions of the securities laws of the United States or any state in the United States or (ii) entertain original
actions brought in Hong Kong against us or our directors or officers predicated upon the securities laws of the United States or any state
in the United States. A judgment of a court in the United States predicated upon U.S. federal or state securities laws may be enforced
in Hong Kong at common law by bringing an action in a Hong Kong court on that judgment for the amount due thereunder, and then seeking
summary judgment on the strength of the foreign judgment, provided that the foreign judgment, among other things, is (i) for a debt or
a definite sum of money (not being taxes or similar charges to a foreign government taxing authority or a fine or other penalty) and (ii)
final and conclusive on the merits of the claim, but not otherwise. Such a judgment may not, in any event, be so enforced in Hong Kong
if (a) it was obtained by fraud; (b) the proceedings in which the judgment was obtained were opposed to natural justice; (c) its enforcement
or recognition would be contrary to the public policy of Hong Kong; (d) the court of the United States was not jurisdictionally competent;
or (e) the judgment was in conflict with a prior Hong Kong judgment. Hong Kong has no arrangement for the reciprocal enforcement of judgments
with the United States. As a result, there is uncertainty as to the enforceability in Hong Kong, in original actions or in actions for
enforcement, of judgments of United States courts of civil liabilities predicated solely upon the federal securities laws of the United
States or the securities laws of any State or territory within the United States.

    2.
    We note you state references to Happiness Development Group Limited include consolidated variable interest entities here but we did not note any such entities disclosed in this filing. Please revise or otherwise advise.

Response: We respectfully
advise the Staff that the Company does not have any consolidated variable interest entity. We propose to revise the references as set
forth in our response to Comment 6 below.

    2

Part I

Item 4. Information
on the Company

B. Business Overview,
page 27

    3.
    Please revise to move the diagram of your corporate structure to the beginning of your Business Overview section.

Response: We propose
to revise the diagram of the corporate structure as follows and move it to the History and Development of the Company section:

The following chart illustrates
our corporate structure, showing the Company’s principal subsidiaries as of February 7, 2023, together with the jurisdiction of
incorporation of each company and the percentage of voting securities beneficially owned, controlled or directed, directly or indirectly,
by the Company.

*unless otherwise
indicated, the percentage of the voting power is 100% in the chart above.

In addition, we propose
revise the disclosures in Item 4. Information on the Company—C. Organizational Structure as follows: See—“A. History
and Development of the Company.”

    4.
    Provide 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.

Response: In response
to the Staff’s comment, we propose to add the following disclosures at the onset of Item 4. Information on the Company—B.
Business Overview.

Overview
of our Company

We are a holding company with no material operations of our
own. We conduct our operations through our subsidiaries in China.

    3

We face various legal and operational
risks and uncertainties related to doing business in China that could result in a material change in our operations and/or the value of
our securities. Substantially all of our current business operations are conducted in China, and we are subject to complex and evolving
PRC laws and regulations. The PRC government has recently issued statements and conducted regulatory actions relating to areas such as
approvals, filings or other administrative requirements on offshore offerings, anti-monopoly regulatory actions, and oversight on cybersecurity
and data privacy. The PRC government’s significant authority in regulating our operations and its oversight and control over offerings
conducted overseas by, and foreign investment in, China-based issuers could significantly limit our and our PRC subsidiaries’ ability
to conduct business and/or significantly limit or completely hinder our ability to offer or continue to offer securities to investors,
accept foreign investments or list on a United States or other foreign exchange, or cause the value of our securities to significantly
decline or be worthless. For more details, see “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business
in China.”

For example, the recently promulgated
Data Security Law and the Personal Information Protection Law in 2021 posed additional challenges to our cybersecurity and data privacy
compliance. The new Cybersecurity Review Measures issued by the Cyberspace Administration of China, or the CAC and several other PRC governmental
authorities in December 2021, as well as the Regulations on the Network Data Security (Draft for Comments), or the Draft Regulations,
published by the CAC for public comments in November 2021, imposed potential additional restrictions on China-based overseas-listed companies
like us. If future implementing rules of the new Cybersecurity Review Measures and the enacted version of the Draft Regulations mandate
clearance of cybersecurity review and other specific actions to be taken by issuers like us, we face uncertainties as to whether these
additional procedures can be completed by us timely, or at all, which may subject us to government enforcement actions and investigations,
fines, penalties, or suspension of our non-compliant operations, and materially and adversely affect our business and results of operations
and the price of our ordinary shares. For additional details, see “Item 3. Key Information—Risk Factors—Risks Related
to Doing Business in China.”

In addition, on December 24, 2021, the
China Securities Regulatory Commission, or the CSRC, released a draft of the Provisions of the State Council on the Administration of
Overseas Securities Offering and Listing by Domestic Companies (Draft for Comments), or the Draft Provisions, and the CSRC issued a draft
of Administration Measures for the Filing of Overseas Securities Offering and Listing by Domestic Companies (Draft for Comments), or the
Draft Administration Measures, for public comments. According to the Draft Provisions and the Draft Administration Measures, an overseas
offering and listing by a domestic company, whether directly or indirectly, shall be filed with the CSRC. As of the date of this annual
report, the Draft Provisions and the Draft Administration Measures were released for public comment only. There are uncertainties as to
whether the Draft Provisions and the Draft Administration Measures would be further amended, revised or updated. Substantial uncertainties
exist with respect to the enactment timetable and final content of the Draft Provisions and the Draft Administration Measures. However,
assuming the Draft Provisions and the Draft Administration Measures were to be adopted as-is, if we fail to obtain the relevant approval
or complete other review or filing procedures for any future offshore offering or listing, the operations of our PRC subsidiaries may
face sanctions by the CSRC or other PRC regulatory authorities, which may include a warning and a fine between RMB1 million to RMB10 million.
In serious circumstances, our PRC subsidiaries may be ordered to suspend their businesses or suspend their businesses pending rectification,
or their permits or business licenses may be revoked, each of which could have a material and adverse effect on our business, financial
condition, results of operations, reputation and prospects, as well as the trading price of our ordinary shares. See “Item 3. Key
Information—D. Risk Factors—Risks Related to Doing Business in China.”

Furthermore, the PRC regulators have
promulgated new anti-monopoly and competition laws and regulations and strengthened the enforcement under these laws and regulations.
There remain uncertainties as to how the laws, regulations and guidelines recently promulgated will be implemented and whether these laws,
regulations and guidelines will have a material impact on our business, financial condition, results of operations and prospects. We cannot
assure you that our business operations comply with such regulations and authorities’ requirements in all respects. If any non-compliance
is raised by relevant authorities and determined against us, we may be subject to fines and other penalties.

Risks and uncertainties arising from
the legal system in China, including the above-mentioned risks and uncertainties regarding the enforcement of laws and quickly evolving
rules and regulations in China, could result in a material adverse change in our operations and the value of our ordinary shares. For
more details, see “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China.”

    4

Our Class A ordinary shares may be prohibited
from trading on a national exchange or “over-the-counter” markets under the Holding Foreign Companies Accountable Act (the
“HFCA Act”) if the Public Company Accounting Oversight Board (the “PCAOB”) is unable to inspect our auditors for
three consecutive years beginning in 2021. Furthermore, on June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies
Accountable Act (the “AHFCAA”), which, if signed into law, would amend the HFCA Act and require the SEC to prohibit an issuer’s
securities from trading on any U.S. stock exchanges if its auditor is not subject to the PCAOB inspections for two consecutive years instead
of three consecutive years. Pursuant to the HFCA Act