SecProbe.io

CORRESP
 1
 filename1.htm

 Dogness
(International) Corporation

 Nasdaq:
DOGZ

 Dogness
(International) Corporation

 No.
16 N. Dongke Road, Tongsha Industrial Zone

 Dongguan,
Guangdong, China 523217

 August
4, 2025

 VIA
EDGAR

 Securities
and Exchange Commission

 Division
of Corporation Finance

 United
States Securities and Exchange Commission

 100
F Street, NE

 Washington,
D.C. 20549

 Re:

 Dogness (International) Corporation (CIK 0001707303)

 Registration
Statement on Form F-3

 File
No. 333-289065

 Request
for Acceleration of Effective Date

 Dear
Sir or Madam:

 Pursuant
to Rule 461 under the Securities Act of 1933, as amended (the "Securities Act"), Dogness (International) Corporation (the
"Registrant") hereby requests that the effective date of the above-referenced registration statement be accelerated so that
it will be declared effective at 4:30 p.m., Eastern Time, on August 6, 2025, or as soon as practicable thereafter.

 The
Registrant respectfully requests that it be notified of such effectiveness by a telephone call to Anthony W. Basch of Kaufman & Canoles,
P.C. at (804) 771.5725 and that such effectiveness also be confirmed in writing.

 Very
 truly yours,

 Dogness
 (International) Corporation

 By:
 /s/
 Silong Chen

 Silong
 Chen

 Chief
 Executive Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 July 24, 2025

Silong Chen
Chief Executive Officer
Dogness (International) Corp
No. 16 N. Dongke Road
Tongsha Industrial Zone
Dongguan, Guangdong 523217

 Re: Dogness (International) Corp
 Draft Registration Statement on Form F-1
 Submitted on July 17, 2025
 CIK 0001707303
Dear Silong Chen:

 This is to advise you that we do not intend to review your registration
statement.

 We request that you publicly file your registration statement at least
two business
days prior to the requested effective date and time. Please refer to Rules 460
and 461
regarding requests for acceleration. 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.

 Please contact Sarah Sidwell at 202-551-4733 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
cc: Anthony Basch
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 Dogness (International) Corporation

 Nasdaq: DOGZ

 Dogness
(International) Corporation

 No.
16 N. Dongke Road, Tongsha Industrial Zone

 Dongguan,
Guangdong, China 523217

 June
9, 2025

 VIA
EDGAR

 Securities
and Exchange Commission

 Division
of Corporation Finance

 United
States Securities and Exchange Commission

 100
F Street, NE

 Washington,
D.C. 20549

 Re:
 Dogness (International) Corporation (CIK 0001707303)

 Registration
Statement on Form F-3

 File
No. 333-287817

 Request
for Acceleration of Effective Date

 Dear
Sir or Madam:

 Pursuant
to Rule 461 under the Securities Act of 1933, as amended (the "Securities Act"), Dogness (International) Corporation (the
"Registrant") hereby requests that the effective date of the above-referenced registration statement be accelerated so that
it will be declared effective at 4:30 p.m., Eastern Time, on June 11, 2025, or as soon as practicable thereafter.

 The
Registrant respectfully requests that it be notified of such effectiveness by a telephone call to Anthony W. Basch of Kaufman & Canoles,
P.C. at (804) 771.5725 and that such effectiveness also be confirmed in writing.

 Very
 truly yours,

 Dogness
 (International) Corporation

 By:
 /s/
 Silong Chen

 Silong
 Chen

 Chief
 Executive Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 30, 2025

Silong Chen
Chief Executive Officer
Dogness (International) Corp
No. 16 N. Dongke Road
Tongsha Industrial Zone
Dongguan, Guangdong 523217
China

 Re: Dogness (International) Corp
 Draft Registration Statement on Form F-3
 Submitted May 28, 2025
 CIK No. 0001707303
Dear Silong Chen:

 This is to advise you that we do not intend to review your registration
statement.

 We request that you publicly file your registration statement at least
two business
days prior to the requested effective date and time. Please refer to Rules 460
and 461
regarding requests for acceleration. 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.

 Please contact Eranga Dias at 202-551-8107 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

Dogness
(International) Corporation

Nasdaq:
DOGZ

Dogness
(International) Corporation

No.
16 N. Dongke Road, Tongsha Industrial Zone

Dongguan,
Guangdong, China 523217

July
1, 2024

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

United
States Securities and Exchange Commission

100
F Street, NE

Washington,
D.C. 20549

  Re:
  Dogness (International) Corporation (CIK 0001707303)

  Registration Statement on Form F-3

  File No. 333-280051

  Request for Acceleration of Effective Date

Dear
Sir or Madam:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), Dogness (International) Corporation
(the “Registrant”) hereby requests that the effective date of the above-referenced registration statement be accelerated
so that it will be declared effective at 4:00 p.m., Eastern Time, on July 3, 2024, or as soon as practicable thereafter.

The
Registrant respectfully requests that it be notified of such effectiveness by a telephone call to Anthony W. Basch of Kaufman & Canoles,
P.C. at (804) 771.5725 and that such effectiveness also be confirmed in writing.

    Very
    truly yours,

    Dogness
    (International) Corporation

    By:
    /s/
    Silong Chen

    Silong
    Chen

    Chief
    Executive Officer

CORRESP
1
filename1.htm

DOGNESS
(INTERNATIONAL) CORP

June
24, 2024

Erin
Donahue

Bradley
Ecker

Division
of Corporation Finance

Office
of Manufacturing

U.S.
Securities and Exchange Commission

100
F Street, NE

Washington,
D.C., 20549

    Re:
    Dogness
    (International) Corp

    Amendment
    to Registration Statement on Form F-3

    Filed
    June 24, 2024

    File
    No. 333-280051

Dear
Ms. Donahue and Mr. Ecker:

This
letter is in response to the letter dated June 13, 2024, from the staff (the “Staff”) of the Securities and Exchange Commission
(the “Commission”) addressed to Dogness (International) Corp (the “Company,” “we,” and “our”)
with respect to the above-referenced Registration Statement on Form F-3 (the “Registration Statement”). For ease of reference,
we have recited the Commission’s comments in this response and numbered them accordingly. The Amendment to Registration Statement
is being filed to accompany this letter.

Registration
Statement on Form F-3 filed June 7, 2024

General

    1.
    We
    note your disclosure appearing on the cover page, Summary, and Risk Factor sections relating to legal and operations risks associated
    with operating in China and PRC regulations has changed significantly from the disclosure included in your annual report on Form
    20-F, File No. 001-38304 filed October 12, 2023. It is unclear to us that there have been changes in the regulatory environment warranting
    disclosure that mitigates the challenges you face and related disclosures. The Sample Letters to China-Based Companies sought specific
    disclosure relating to the risk that the PRC government may intervene in or influence your operations at any time, or may exert control
    over operations of your business, which could result in a material change in your operations and/or the value of the securities you
    are registering for sale. We remind you that, pursuant to federal securities rules, the term “control” (including the
    terms “controlling,” “controlled by,” and “under common control with”) as defined in Securities
    Act Rule 405 means “the possession, direct or indirect, of the power to direct or cause the direction of the management and
    policies of a person, whether through the ownership of voting securities, by contract, or otherwise.” The Sample Letters also
    sought specific disclosures relating to uncertainties regarding the enforcement of laws and that the rules and regulations in China
    can change quickly with little advance notice. We do not believe that your disclosure referencing the PRC government’s intent
    to strengthen its regulatory oversight conveys the same risk. Please revise.

Response:
We have revised our disclosures on the cover page, Prospectus Summary, and Risk Factors sections accordingly. Certain risk factors included
in the annual report on Form 20-F, File No. 001-38304 filed October 12, 2023 were deleted because they are redundant and similar risks
have been disclosed in other risk factors. In addition, we have deleted risk factors regarding repatriation of offering proceeds because
they are inapplicable to a selling shareholder registration statement, for which the company will receive no offering proceeds.

****

We
appreciate the assistance the Staff has provided with its comments. If you have any questions, please do not hesitate to call our counsel,
Anthony W. Basch, Esq., of Kaufman & Canoles, P.C., at (804)-771-5725.

    Very truly yours,

    By:
    /s/
    Silong Chen

    Silong
    Chen

    Chief
    Executive Officer and Director

    cc:
    Anthony
    W. Basch, Esq.

    Kaufman
    & Canoles, P.C.

[signature
page to the SEC response letter]

United States securities and exchange commission logo
June 13, 2024
Silong Chen
Chief Executive Officer
Dogness (International) Corp
No. 16 N. Dongke Road
Tongsha Industrial Zone
Dongguan, Guangdong 523217
Re:Dogness (International) Corp
Registration Statement on Form F-3
Filed June 7, 2024
File No. 333-280051
Dear Silong Chen:
            We have conducted a limited review of your registration statement and have the
following comment(s).
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.
Registration Statement on Form F-3 filed June 7, 2024
General
1.We note your disclosure appearing on the cover page, Summary, and Risk Factor sections
relating to legal and operations risks associated with operating in China and PRC
regulations has changed significantly from the disclosure included in your annual report
on Form 20-F, File No. 001-38304 filed October 12, 2023. It is unclear to us that there
have been changes in the regulatory environment warranting disclosure that mitigates the
challenges you face and related disclosures. The Sample Letters to China-Based
Companies sought specific disclosure relating to the risk that the PRC government may
intervene in or influence your operations at any time, or may exert control over operations
of your business, which could result in a material change in your operations and/or the
value of the securities you are registering for sale. We remind you that, pursuant to federal
securities rules, the term "control" (including the terms "controlling," "controlled by," and

 FirstName LastNameSilong Chen
 Comapany NameDogness (International) Corp
 June 13, 2024 Page 2
 FirstName LastName
Silong Chen
Dogness (International) Corp
June 13, 2024
Page 2
"under common control with") as defined in Securities Act Rule 405 means "the
possession, direct or indirect, of the power to direct or cause the direction of the
management and policies of a person, whether through the ownership of voting securities,
by contract, or otherwise.” The Sample Letters also sought specific disclosures relating to
uncertainties regarding the enforcement of laws and that the rules and regulations in China
can change quickly with little advance notice. We do not believe that your disclosure
referencing the PRC government's intent to strengthen its regulatory oversight conveys the
same risk. Please revise.
            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.
            Please contact Erin Donahue at 202-551-6063 or Bradley Ecker at 202-551-4985 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

United States securities and exchange commission logo
April 28, 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 completed our review of your filing.  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.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
filename1.htm

DOGNESS
(INTERNATIONAL) CORP

April
20, 2023

Jeffrey
Gordon and Ernest Greene

Division
of Corporation Finance

Office
of Manufacturing

U.S.
Securities and Exchange Commission

100
F Street, NE

Washington,
D.C., 20549

    Re:
    Dogness
    (International) Corp

    Form
    20-F for the Year Ended June 30, 2022

    Filed
    September 30, 2022

    File
    No. 001-38304

Dear
Mr. Gordon and Mr. Greene:

This
letter is in response to the letter dated February 14, 2023, from the staff (the “Staff”) of the Securities and Exchange
Commission (the “Commission”) addressed to Dogness (International) Corp (the “Company,” “we,” and
“our”) with respect to the above-referenced Form 20-F. For ease of reference, we have recited the Commission’s comments
in this response and numbered them accordingly. Amendment No. 1 to Form 20-F is being filed to accompany this letter.

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.

Response:
In response to the Staff’s comment, we have provided prominent disclosure starting from the 4th paragraph under Part
I about the legal and operational risks associated with being based in or having the majority of the company’s operations in China.
The disclosure notes, among other things, that these risks could result in a material change in our operations and/or the value of our
securities or could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause
the value of such securities to significantly decline or be worthless. We also updated the risk factor on page 29.

In
addition, we have addressed in the twelve to nineteen paragraphs how recent statements and regulatory actions by China’s government,
such as those related to data security or anti-monopoly concerns, have impacted or may impact the company’s ability to conduct
its business, accept foreign investments, or list on a U.S. or other foreign exchange, and added cross references where applicable.

    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.

Response:
In response to the Staff’s comment, we have provide prominent disclosure in the 1st paragraph under Part 1 that we are
not a Chinese operating company but a British Virgin Islands holding company with operations conducted by our subsidiaries based in China
and that this structure involves unique risks to investors. We also provided a cross-reference to our detailed discussion of risks facing
the company 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.

Response:
In response to the Staff’s comment, we disclosed in the 2nd paragraph under Part 1 how we will refer to the holding
company, and subsidiaries when providing the disclosure throughout the document. We disclosed that our subsidiaries conduct operations
in China and that we, the holding company, do not conduct operations. We identified the entity in which investors are purchasing an interest,
and disclosed its domicile, the British Virgin Islands.

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.

Response:
In response to the Staff’s comment, we provided in the 1st paragraph at the onset of Item 3 a detailed description of
how cash is transferred through our organization. We also made it clear that to date, none of the subsidiaries has made any dividends
or distributions to the holding company, and the holding company has not made any dividends or distributions to its shareholders. We
quantified in the 5th paragraph cash flows and transfers of other assets by type that have occurred between the holding company
and its subsidiaries, and direction of transfer.

In
addition, in the 2nd, 3rd, and 4th paragraph, we described the restrictions on foreign exchange, our
ability to transfer cash between entities, across borders, and to U.S. investors ,and any restrictions and limitations on our ability
to distribute earnings from the company, including our 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.

Response:
In response to the Staff’s comment, we have revised the disclosure on page 132 so that the evaluation and conclusion of
the effectiveness of disclosure controls and procedures is as of the end of the period covered by the 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.

Response:
In response to the Staff’s comment, we have revised the disclosure on page 132 so that the assessment and conclusion of
the effectiveness of internal control over financial reporting is as of the end of the most recent fiscal year as required by Item 15(b)(3)
of Form 20-F. We confirm that in future filings, our assessment and conclusion of the effectiveness of internal control over financial
reporting is as of the end of our most recent fiscal year as required by Item 15(b)(3) of Form 20-F.

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.

Response:
In response to the Staff’s comment, we have included an auditor report that covers the year ended June 30, 2020, as well as
the 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.

Response:
In response to the Staff’s comment, our auditor has updated the audit report in 20-F/A on page F-1. We will make arrangements with
our auditor to have them, in future filings, to include the required language as well.

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.

Response:
In response to the Staff’s comment, we have presented Section 906 certification from our Chief Financial Officer as Exhibit 13.2
to the Amendment No. 1 to Form 20-F.

We
appreciate the assistance the Staff has provided with its comments. If you have any questions, please do not hesitate to call our counsel,
Anthony W. Basch, Esq., of Kaufman & Canoles, P.C., at (804)-771-5725.

    Very truly yours,

    By:

    /s/
    Silong Chen

    Silong
    Chen

    Chief
    Executive Officer and Director

    cc:
    Anthony
    W. Basch, Esq.

    Kaufman
    & Canoles, P.C.

[signature
page to the SEC response letter]

United States securities and exchange commission logo
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

CORRESP
1
filename1.htm

Dogness
(International) Corporation

Nasdaq:
DOGZ

Dogness
(International) Corporation

No.
16 N. Dongke Road, Tongsha Industrial Zone

Dongguan,
Guangdong, China 523217

July
8, 2022

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

United
States Securities and Exchange Commission

100
F Street, NE

Washington,
D.C. 20549

    Re:
    Dogness
    (International) Corporation (CIK 0001707303)

    Registration
    Statement on Form F-3

    File
    No. 333-262504

    Request
    for Acceleration of Effective Date

Dear
Sir or Madam:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), Dogness (International) Corporation (the
“Registrant”) hereby requests that the effective date of the above-referenced registration statement be accelerated so that
it will be declared effective at 12:00 p.m., Eastern Time, on July 12, 2022, or as soon as practicable thereafter.

The
Registrant understands that the Securities and Exchange Commission will consider this request for acceleration of the effective date
of the Registration Statement as a confirmation of the fact that the Registrant is aware of its responsibilities under the Securities
Act as they relate to the proposed public offering of the securities specified in the Registration Statement.

The
Registrant respectfully requests that it be notified of such effectiveness by a telephone call to Anthony W. Basch of Kaufman & Canoles,
P.C. at (804) 771.5725 and that such effectiveness also be confirmed in writing.

    Very
    truly yours,

    Dogness
    (International) Corporation

    By:
    /s/
    Silong Chen

    Silong
    Chen

    Chief
    Executive Officer

CORRESP
1
filename1.htm

DOGNESS
(INTERNATIONAL) CORP

July
6, 2022

Patrick
Fullem and Sherry Haywood

Division
of Corporation Finance

Office
of Manufacturing

U.S.
Securities and Exchange Commission

100
F Street, NE

Washington,
D.C., 20549

    Re:
    Dogness
    (International) Corp

    Amendment
    No. 4 to Registration Statement on Form F-3

    Filed
    June 21, 2022

    File
    No. 333-262504

Dear
Mr. Fullem and Ms. Haywood:

This
letter is in response to the letter dated July 1, 2022, from the staff (the “Staff”) of the Securities and Exchange Commission
(the “Commission”) addressed to Dogness (International) Corp (the “Company,” “we,” and “our”)
with respect to the above-referenced Registration Statement on Form F-3 (the “Registration Statement”). For ease of reference,
we have recited the Commission’s comments in this response and numbered them accordingly. The Amendment No. 5 to Registration Statement
is being filed to accompany this letter.

Amendment
No. 4 to Registration Statement on Form F-3 filed June 21, 2022

General

    1.
    We
    note that on May 26, 2022 you provided in a report on Form 6-K your interim financial statements for the six months ended December
    31, 2021. Please revise your registration statement to provide such interim financial information in your prospectus, or to incorporate
    such interim financial information by reference. Refer to Item 5(b)(2) of Form F-3 and Item 8.A.5 of Form 20-F.

Response:
In response to the Staff’s comment, we have incorporated such interim financial information on Form 6-K by reference.

We
appreciate the assistance the Staff has provided with its comments. If you have any questions, please do not hesitate to call our counsel,
Anthony W. Basch, Esq., of Kaufman & Canoles, P.C., at (804)-771-5725.

Very
truly yours,

    By:

    /s/
    Silong Chen

    Silong
    Chen

    Chief
    Executive Officer and Director

    cc:
    Anthony
    W. Basch, Esq.

    Kaufman
    & Canoles, P.C.

United States securities and exchange commission logo
July 1, 2022
Yunhao Chen
Chief Financial Officer
Dogness (International) Corp
No. 16 N. Dongke Road
Tongsha Industrial Zone
Dongguan, Guangdong 523217
Re:Dogness (International) Corp
Amendment No. 4 to Registration Statement on Form F-3
Filed June 21, 2022
File No. 333-262504
Dear Ms. Chen:
            We have reviewed your amended 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.  Unless we note
otherwise, our references to prior comments are to comments in our June 16, 2022 letter.
Amendment No. 4 to Registration Statement on Form F-3 filed June 21, 2022
General
1.We note that on May 26, 2022 you provided in a report on Form 6-K your interim
financial statements for the six months ended December 31, 2021.  Please revise your
registration statement to provide such interim financial information in your prospectus, or
to incorporate such interim financial information by reference.  Refer to Item 5(b)(2) of
Form F-3 and Item 8.A.5 of Form 20-F.
            Please contact Patrick Fullem, Staff Attorney, at (202) 551-8337 or Sherry Haywood,
Staff Attorney, at (202) 551-3345 with any questions.

 FirstName LastNameYunhao Chen
 Comapany NameDogness (International) Corp
 July 1, 2022 Page 2
 FirstName LastName
Yunhao Chen
Dogness (International) Corp
July 1, 2022
Page 2
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Anthony W. Basch

CORRESP
1
filename1.htm

DOGNESS
(INTERNATIONAL) CORP

June
21, 2022

Patrick
Fullem and Sherry Haywood

Division
of Corporation Finance

Office
of Manufacturing

U.S.
Securities and Exchange Commission

100
F Street, NE

Washington,
D.C., 20549

    Re:
    Dogness
    (International) Corp

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

    Filed
    May 20, 2022

    File
    No. 333-262504

Dear
Mr. Fullem and Ms. Haywood:

This
letter is in response to the letter dated June 16, 2022, from the staff (the “Staff”) of the Securities and Exchange Commission
(the “Commission”) addressed to Dogness (International) Corp (the “Company,” “we,” and “our”)
with respect to the above-referenced Registration Statement on Form F-3 (the “Registration Statement”). For ease of reference,
we have recited the Commission’s comments in this response and numbered them accordingly. The Amendment No. 4 to Registration Statement
is being filed to accompany this letter.

Amendment
No. 3 to Registration Statement on Form F-3 filed May 20, 2022

Prospectus
Summary

Permission
Required from the PRC Authorities..., page 5

    1.
    We
    note your response to prior comment one and reissue in part. Please disclose how recent statements and regulatory actions by China’s
    government, such as those related to anti-monopoly concerns, has or may impact the company’s ability to accept foreign investments
    or list on an U.S. or other foreign exchange.

Response:
In response to the Staff’s comment, we have added disclosure in the first paragraph under “Prospectus Summary – Permission
Required from the PRC Authorities for the Company’s Operation and to Issue Our Class A Common Shares to Foreign Investors”
on page 5 that except for the potential uncertainties disclosed below, we and our Subsidiaries have not received any requirements to
obtain permissions from any PRC authorities to operate in China or to issue our Class A Common Shares to foreign investors, and recent
statements and regulatory actions by the Chinese government indicating an intent to exert more oversight and control over offerings that
are conducted overseas and/or foreign investment in China-based issuers, such as those related to anti-monopoly concerns, have not impacted
the ability of Dogness or our Subsidiaries to conduct business, accept foreign investments, or list on a U.S. or other foreign exchange.
We have also added disclosure on page 6 that as of the date of this prospectus, the Chinese government’s recent statements and
regulatory actions related to anti-monopoly concerns have not impacted our ability to conduct business, accept foreign investments, or
list on a U.S. or other foreign exchange because neither the Company nor our PRC Subsidiaries engage in monopolistic behaviors that are
subject to these statements or regulatory actions.

Enforceability
of Civil Liabilities, page 70

    2.
    We
    note your response to prior comment five. Please advise whether any of your executive officers and directors reside in the United
    States. If not, please include a risk factor addressing the risk to U.S. stockholders of effecting service of process, enforcing
    judgments and bringing original actions in foreign courts to enforce liabilities based on the U.S. federal securities laws.

Response:
As discussed with the Staff, the Company advises that the Chief Financial Officer of the Company resides in the United States; accordingly,
the Company has not revised the Amendment.

We
appreciate the assistance the Staff has provided with its comments. If you have any questions, please do not hesitate to call our counsel,
Anthony W. Basch, Esq., of Kaufman & Canoles, P.C., at (804)-771-5725.

Very
truly yours,

    By:
    /s/
    Silong Chen

    Silong
    Chen

    Chief
    Executive Officer and Director

    cc:
    Anthony
    W. Basch, Esq.

    Kaufman
    & Canoles, P.C.

[signature
page to the SEC response letter]

United States securities and exchange commission logo
June 16, 2022
Yunhao Chen
Chief Financial Officer
Dogness (International) Corp
No. 16 N. Dongke Road
Tongsha Industrial Zone
Dongguan, Guangdong 523217
Re:Dogness (International) Corp
Amendment No. 3 to Registration Statement on Form F-3
Filed May 20, 2022
File No. 333-262504
Dear Ms. Chen:
            We have reviewed your amended 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.  Unless we note
otherwise, our references to prior comments are to comments in our May 4, 2022 letter.
Amendment No. 3 to Registration Statement on Form F-3 filed May 20, 2022
Prospectus Summary
Permission Required from the PRC Authorities..., page 5
1.We note your response to prior comment one and reissue in part.  Please disclose how
recent statements and regulatory actions by China’s government, such as those related to
anti-monopoly concerns, has or may impact the company’s ability to accept foreign
investments or list on an U.S. or other foreign exchange.
Enforceability of Civil Liabilities, page 70
2.We note your response to prior comment five.  Please advise whether any of your

 FirstName LastNameYunhao Chen
 Comapany NameDogness (International) Corp
 June 16, 2022 Page 2
 FirstName LastName
Yunhao Chen
Dogness (International) Corp
June 16, 2022
Page 2
executive officers and directors reside in the United States.  If not, please include a risk
factor addressing the risk to U.S. stockholders of effecting service of process, enforcing
judgments and bringing original actions in foreign courts to enforce liabilities based on the
U.S. federal securities laws.
            Please contact Patrick Fullem, Staff Attorney, at (202) 551-8337 or Sherry Haywood,
Staff Attorney, at (202) 551-3345 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Anthony W. Basch

CORRESP
1
filename1.htm

DOGNESS
(INTERNATIONAL) CORP

May
20, 2022

Patrick
Fullem and Sherry Haywood

Division
of Corporation Finance

Office
of Manufacturing

U.S.
Securities and Exchange Commission

100
F Street, NE

Washington,
D.C., 20549

    Re:
    Dogness
    (International) Corp

    Amendment
    No. 2 to Registration Statement on Form F-3

    Filed
    April 11, 2022

    File
    No. 262504

Dear
Mr. Fullem and Ms. Haywood:

This
letter is in response to the letter dated May 4, 2022, from the staff (the “Staff”) of the Securities and Exchange Commission
(the “Commission”) addressed to Dogness (International) Corp (the “Company,” “we,” and “our”)
with respect to the above-referenced Registration Statement on Form F-3 (the “Registration Statement”). For ease of reference,
we have recited the Commission’s comments in this response and numbered them accordingly. The Amendment No. 3 to
Registration Statement is being filed to accompany this letter.

Amendment
No. 2 to Registration Statement on Form F-3 filed April 11, 2022

Prospectus
Cover Page, page i

    1.
    We
    note your response to prior comment two. Please disclose in your Prospectus Summary section how recent statements and regulatory
    actions by China’s government, such as those related to anti-monopoly concerns, has or may impact the company’s ability
    to conduct its business, accept foreign investments, or list on an U.S. or other foreign exchange.

Response:
In response to the Staff’s comments, we have added disclosures regarding how recent statements and regulatory actions by China’s
government related to the anti-monopoly concerns has or may impact the Company’s ability to conduct its business, accept foreign
investments, or list on an U.S. or other foreign exchange on page 6 under “Prospectus Summary – Permission Required from
the PRC Authorities for the Company’s Operation and to Issue Our Class A Common Shares to Foreign Investors,” and on
page 38 under “Risk Factors – The Chinese government exerts substantial influence over the manner in which we must conduct
our business activities and may intervene or influence our operations at any time, which could result in a material change in our operations
and the value of our Class A Common Shares.”

    1/3

    2.
    Disclose
    whether cash generated from one subsidiary is used to fund another subsidiary’s operations, whether you have ever faced difficulties
    or limitations in your ability to transfer cash between subsidiaries, and whether you have cash management policies in place that
    dictates the amount of such funding.

Response: In response to the Staff’s
comments, we have added disclosures to the cover page as paragraph No. 14 and under “Prospectus Summary – Dividend Distributions
and Cash Transfer among Dogness and the Subsidiaries” on page 9 that as of the date of this prospectus, (i) no cash generated
from one subsidiary has been used to fund another subsidiary’s operations, expect for the financing obtained by the Company be
transferred to operating entitles for operations; (ii) we do not anticipate to face any difficulties or limitations in our ability to
transfer cash between subsidiaries; and, (iii) as of the date of this prospectus, no cash generated from one subsidiary has been used
to fund another subsidiary’s operations; for that reason, our cash management policies does not specifically address this
type of transfers between subsidiaries. We do not anticipate any occasions where cash generated from one subsidiary needs to
be transferred to another subsidiary and will comply with relevant PRC laws (discussed in paragraph No. 14 and on page 9 under “Prospectus
Summary – Dividend Distributions and Cash Transfer among Dogness and the Subsidiaries”) should we decide to conduct
such a transfer.

    3.
    Please
    disclose whether you have cash management policies/procedures that dictate how funds are transferred. Also, please disclose the limitations,
    if any, on the amount of funds the company can transfer out of China and do you have policies to address such limitations.

Response:
In response to the Staff’s comments, we disclosure that we have cash management policies/procedures that dictate how funds are
transferred.

We have previously disclosed the limitations on the
amount of funds the Company can transfer out of China in paragraph 14 of the cover page and on page 9 under “Prospectus Summary
– Dividend Distributions and Cash Transfer among Dogness and the Subsidiaries” In response to the Staff’s comments,
we have revised our disclosures to include that (i) we have installed cash management policies or procedures in place that dictate
how funds are transferred, under an umbrella of corporate policies and financial reporting policies; and (ii) even though our policies
do not specifically address the limitations on the amount of funds the Company can transfer out of China, if we decide to transfer cash
out of China in the future, all relevant transfers will be conducted in compliance with such limitations. In addition, we have provided
a separate risk factor disclosing similar facts on page 49 under “Risk Factors – We may rely on dividends and other distributions
on equity paid by our subsidiaries, including those based in the PRC, for our cash and financing requirements we may have, and any limitation
on the ability of our PRC subsidiaries to make payments to us could have a material and adverse effect on our ability to conduct our
business.”

Prospectus
Summary, page 1

    4.
    We
    note your response to prior comment four and your disclosure that you and your subsidiaries have not received any requirements to
    obtain permissions from any PRC authorities, including the China Securities Regulatory Commission and Cyberspace Administration of
    China, to operate in China or to issue your Class A Common Shares to foreign investors. Please explain how you determined that permissions
    and approvals were not necessary. If the company relied on the advice of PRC counsel, please identify counsel and file the consent
    of counsel as an exhibit. If the company did not consult counsel, please explain why and the basis for your belief that you are not
    required to obtain approvals for your operations and offering.

Response:
In response to the Staff’s comments, we have revised our disclosures under “Prospectus Summary – Permission Required
from the PRC Authorities for the Company’s Operation and to Issue Our Class A Common Shares to Foreign Investors” and
added on page 6, page 7, and page 8 that in reaching the conclusion that we and our subsidiaries have not received any requirements to
obtain permissions from any PRC authorities, including the China Securities Regulatory Commission and Cyberspace Administration of China,
to operate in China or to issue our Class A Common Shares to foreign investors, we relied on the advice of our PRC counsel, Jincheng
Tongda & Neal Law Firm. The consent of our PRC counsel has been filed as Exhibit 23.4 to the Registration Statement.

    2/3

Enforceability
of Civil Liabilities, page 70

    5.
    Please
    disclose, in a separate section, whether you have directors, officers or senior management located in China or Hong Kong. If so,
    please disclose that it will be more difficult to enforce liabilities and enforce judgments on those individuals. Also, please disclose
    these risks in a separate risk factor, which should contain disclosures consistent with the separate section.

Response:
In response to the Staff’s comments, we have added a separate section under Enforceability of Civil Liabilities that all but one
of our directors, officers or senior management are located in China. As a result, it may be more difficult for our Shareholders to enforce
liabilities and enforce judgments on those individuals. We have previously provided a separate risk factor disclosing similar facts on
page 46 and have revised the applicable portion to be consistent with the new separate section under Enforceability of Civil Liabilities.

We
appreciate the assistance the Staff has provided with its comments. If you have any questions, please do not hesitate to call our counsel,
Anthony W. Basch, Esq., of Kaufman & Canoles, P.C., at (804)-771-5725.

Very
truly yours,

    By:
    /s/
    Silong Chen

    Silong
    Chen

    Chief
    Executive Officer and Director

    cc:
    Anthony
    W. Basch, Esq.

    Kaufman
    & Canoles, P.C.

[signature
page to the SEC response letter]

    3/3

United States securities and exchange commission logo
May 4, 2022
Yunhao Chen
Chief Financial Officer
Dogness (International) Corp
No. 16 N. Dongke Road
Tongsha Industrial Zone
Dongguan, Guangdong 523217
Re:Dogness (International) Corp
Amendment No. 2 to Registration Statement on Form F-3
Filed April 11, 2022
File No. 333-262504
Dear Ms. Chen:
            We have reviewed your amended 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.  Unless we note
otherwise, our references to prior comments are to comments in our March 1, 2022 letter.
Amendment No. 2 to Registration Statement on Form S-3 Filed April 11, 2022
Prospectus Cover Page, page i
1.We note your response to prior comment two. Please disclose in your Prospectus
Summary section how recent statements and regulatory actions by China’s government,
such as those related to anti-monopoly concerns, has or may impact the company’s ability
to conduct its business, accept foreign investments, or list on an U.S. or other foreign
exchange.
2.Disclose whether cash generated from one subsidiary is used to fund another subsidiary’s
operations, whether you have ever faced difficulties or limitations in your ability to

 FirstName LastNameYunhao Chen
 Comapany NameDogness (International) Corp
 May 4, 2022 Page 2
 FirstName LastName
Yunhao Chen
Dogness (International) Corp
May 4, 2022
Page 2
transfer cash between subsidiaries, and whether you have cash management policies in
place that dictates the amount of such funding.
3.Please disclose whether you have cash management policies/procedures that dictate how
funds are transferred. Also, please disclose the limitations, if any, on the amount of funds
the company can transfer out of China and do you have policies to address such
limitations.
Prospectus Summary, page 1
4.We note your response to prior comment four and your disclosure that you and your
subsidiaries have not received any requirements to obtain permissions from any PRC
authorities, including the China Securities Regulatory Commission and Cyberspace
Administration of China, to operate in China or to issue your Class A Common Shares to
foreign investors. Please explain how you determined that permissions and approvals were
not necessary. If the company relied on the advice of PRC counsel, please identify counsel
and file the consent of counsel as an exhibit. If the company did not consult counsel,
please explain why and the basis for your belief that you are not required to obtain
approvals for your operations and offering.
Enforceability of Civil Liabilities, page 70
5.Please disclose, in a separate section, whether you have directors, officers or senior
management located in China or Hong Kong. If so, please disclose that it will be more
difficult to enforce liabilities and enforce judgments on those individuals. Also, please
disclose these risks in a separate risk factor, which should contain disclosures consistent
with the separate section.
            Please contact Patrick Fullem, Staff Attorney, at (202) 551-8337 or Sherry Haywood,
Staff Attorney, at (202) 551-3345 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Anthony W. Basch

CORRESP
1
filename1.htm

DOGNESS
(INTERNATIONAL) CORP

April
11, 2022

Patrick
Fullem and Sherry Haywood

Division of Corporation Finance

Office of Manufacturing

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C., 20549

    Re:
    Dogness
    (International) Corp

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

Filed
February 9, 2022

File
No. 262504

Dear
Mr. Fullem and Ms. Haywood:

This
letter is in response to the letter dated March 1, 2022, from the staff (the “Staff”) of the Securities and Exchange Commission
(the “Commission”) addressed to Dogness (International) Corp (the “Company,” “we,” and “our”)
with respect to the above-referenced Registration Statement on Form F-3 (the “Registration Statement”). For ease of reference,
we have recited the Commission’s comments in this response and numbered them accordingly. The amendment to Registration Statement
is being filed to accompany this letter.

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

Cover
Page

    1.
    Please
    disclose prominently on the prospectus cover page that you are not a Chinese operating company but a Cayman Islands holding company
    with operations conducted by your subsidiaries and that this structure involves unique risks to investors. If true, disclose that
    these contracts have not been tested in court.

Response:
In response to the Staff’s comments, we have revised and displayed in bold as paragraph No. 5 the below disclosure on the prospectus
cover page of the Registration Statement. Please note that we have not added the statement regarding contracts, as the corporate structure
does not involve variable interest entities and instead involves equity-based subsidiaries.

We
are not a Chinese operating company but a British Virgin Islands holding company with operations conducted by our subsidiaries established
in Delaware, People’s Republic of China (“PRC” or “China”), Hong Kong Special Administrative Region of
the People’s Republic of China (“HKSAR” or “Hong Kong”) and British Virgin Islands. Therefore, investing
in our securities being offered pursuant to this prospectus involves unique and a high degree of risk. You should carefully read and
consider the risk factors beginning on page 18 of this prospectus and in the applicable prospectus supplement before you make your investment
decision.

    2.
    Your
    disclosure should address how recent statements and regulatory actions by China’s government, such as those related to the
    use of variable interest entities or anti-monopoly concerns, have or may impact the company’s ability to conduct its business.
    Your prospectus summary should address, but not necessarily be limited to, the risks highlighted on the prospectus cover page.

Response:
In response to the Staff’s comments, we have added disclosure to the cover page as paragraph No. 11 regarding recent statements
and regulatory actions by China’s government related to the anti-monopoly concerns. We originally included discussions of risks
in connection to the recent statements and regulatory actions by China’s government regarding cracking down on illegal activities
in the securities market and the adoption of new measures to extend the scope of cybersecurity reviews .With regard to the “variable
interest entities” structure, Dogness does not use, has never used, and is not planning on using the “variable interest entities”
structure, therefore Dogness does not presently anticipate any PRC legal, operational, or other risks regarding such matters.

    3.
    Provide
    a description of how cash is transferred through your organization and disclose your intentions to distribute earnings or settle
    amounts owed under applicable agreements. State whether any transfers, dividends, or distributions have been made to date between
    the holding company, its subsidiaries, and consolidated entities, or to investors, and quantify the amounts where applicable. Provide
    cross-references to the condensed consolidating schedule and the consolidated financial statements.

Response:
In response to the Staff’s comments, we added the cross-reference as required to paragraphs No. 12 and No. 14 of the prospectus
cover page of the Registration Statement. Because the registration statement on Form F-3 incorporates financial statements by reference
to periodic filings, we have provided a cross reference to such periodic filings. We have updated the language to include relevant
events occurred as of December 31, 2021.

Prospectus
Summary

    4.
    Disclose
                                            each permission or approval that you or your subsidiaries are required to obtain from Chinese
                                            authorities to operate your business and to offer the securities being registered to foreign
                                            investors. State whether you or your subsidiaries are covered by permissions requirements
                                            from the China Securities Regulatory Commission (CSRC), Cyberspace Administration of China
                                            (CAC) or any other governmental agency that is required to approve your or your subsidiaries’
                                            operations, and state affirmatively whether

    you
    have received all requisite permissions or approvals and whether any permissions or approvals have been denied. Please also describe
    the consequences to you and your investors if you or your subsidiaries: (i) do not receive or maintain such permissions or approvals,
    (ii) inadvertently conclude that such permissions or approvals are not required, or (iii) applicable laws, regulations, or interpretations
    change and you are required to obtain such permissions or approvals in the future.

Response:
In response to the Staff’s comments, we revised the disclosure under “Prospectus Summary – Permission Required from
the PRC Authorities for the Company’s Operation and to Issue Our Class A Common Shares to Foreign Investors” to include
(i) the permissions or approvals that we and our Subsidiaries are currently required to obtain from Chinese authorities to operate our
business or to offer the securities being registered to foreign investor; (ii) that we and our Subsidiaries are not currently covered
by permissions requirements from CSRC, CAC, or any other governmental agency that is required to approve our or our Subsidiaries’
operations; and, (iii) the consequences to us or our investors, if we or our Subsidiaries do not receive or maintain such permissions
or approvals, inadvertently conclude that such permissions or approvals are not required, or applicable laws, regulations, or interpretations
change and we are required to obtain such permissions or approvals in the future.

    5.
    Provide
    a clear description of how cash is transferred through your organization. Disclose your intentions to distribute earnings or settle
    amounts owed under your operating structure. 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 has
    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 and U.S. investors as well as the ability to settle amounts owed under
    the applicable agreements.

Response:
In response to the Staff’s comments, we added disclosure to paragraph No. 2 of “Prospectus Summary – Permission
Required from the PRC Authorities for the Company’s Operation and to Issue Our Class A Common Shares to Foreign Investors”,
regarding (i) any restrictions on foreign exchange and our ability to transfer cash between entities, across borders, and to U.S. investors
and (ii) any restrictions and limitations on our ability to distribute earnings from the company, including our subsidiaries, to the
parent company and U.S. investors.

We
have originally provided under “Prospectus Summary – Permission Required from the PRC Authorities for the Company’s
Operation and to Issue Our Class A Common Shares to Foreign Investors” (i) in paragraph No. 3 and the bullet points following
it, information regarding cash flows between the holding company and the subsidiaries, (ii) in paragraph No. 1, that to date, none of
our subsidiaries has made any dividends or distributions to Dogness, and Dogness has not made any dividends or distributions to our shareholders,
and (iii) in paragraph No. 1, that we anticipate that we will retain any earnings to support operations and to finance the growth and
development of our business and therefore do not expect or intend to pay cash dividends in the foreseeable future. We have updated
the language to include relevant events occurred as of December 31, 2021.

    6.
    Disclose
    that trading in your securities may be prohibited under the Holding Foreign Companies Accountable Act if the PCAOB determines that
    it cannot inspect or investigate completely your auditor, and that as a result an exchange may determine to delist your securities.

Response:
We have originally provided in paragraph No. 3 of the “Prospectus Summary – Our Company – Overview that trading
of our securities may prohibited under the Holding Foreign Companies Accountable Act if the PCAOB determines that it cannot inspect or
investigate completely our auditor. In response to the Staff’s comments, we added disclosure in paragraph No. 2 of the “Prospectus
Summary – Our Company – Overview, that as a result of that prohibition, an exchange may determine to delist our securities.

We
appreciate the assistance the Staff has provided with its comments. If you have any questions, please do not hesitate to call our counsel,
Anthony W. Basch, Esq., of Kaufman & Canoles, P.C., at (804)-771-5725.

Very
truly yours,

[Signature
Page Follows]

    By:
    /s/
    Silong Chen

    Silong
    Chen

    Chief
    Executive Officer and Director

    cc:
    Anthony
    W. Basch, Esq.

    Kaufman
    & Canoles, P.C.

[signature
page to the SEC response letter]

United States securities and exchange commission logo
March 1, 2022
Yunhao Chen
Chief Financial Officer
Dogness (International) Corp
No. 16 N. Dongke Road
Tongsha Industrial Zone
Dongguan, Guangdong 523217
Re:Dogness (International) Corp
Amendment No. 1 to Registration Statement on Form F-3
Filed February 9, 2022
File No. 333-262504
Dear Ms. Chen:
            We have limited our review of your registration statement to those issues we have
addressed in our 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. 1 to Registration Statement on Form F-3
Prospectus Cover Page, page i
1.Please disclose prominently on the prospectus cover page that you are not a Chinese
operating company but a Cayman Islands holding company with operations conducted by
your subsidiaries and that this structure involves unique risks to investors. If true, disclose
that these contracts have not been tested in court.
2.Your disclosure should address how recent statements and regulatory actions by China’s
government, such as those related to the use of variable interest entities or anti-monopoly
concerns, have or may impact the company’s ability to conduct its business. Your
prospectus summary should address, but not necessarily be limited to, the risks

 FirstName LastNameYunhao Chen
 Comapany NameDogness (International) Corp
 March 1, 2022 Page 2
 FirstName LastNameYunhao Chen
Dogness (International) Corp
March 1, 2022
Page 2
highlighted on the prospectus cover page.
3.Provide a description of how cash is transferred through your organization and disclose
your intentions to distribute earnings or settle amounts owed under applicable agreements.
State whether any transfers, dividends, or distributions have been made to date between
the holding company, its subsidiaries, and consolidated entities, or to investors, and
quantify the amounts where applicable. Provide cross-references to the condensed
consolidating schedule and the consolidated financial statements.
Prospectus Summary, page 1
4.Disclose each permission or approval that you or your subsidiaries are required to obtain
from Chinese authorities to operate your business and to offer the securities being
registered to foreign investors. State whether you or your subsidiaries are covered by
permissions requirements from the China Securities Regulatory Commission (CSRC),
Cyberspace Administration of China (CAC) or any other governmental agency that is
required to approve your or your subsidiaries’ operations, and state affirmatively whether
you have received all requisite permissions or approvals and whether any permissions or
approvals have been denied. Please also describe the consequences to you and your
investors if you or your subsidiaries: (i) do not receive or maintain such permissions or
approvals, (ii) inadvertently conclude that such permissions or approvals are not required,
or (iii) applicable laws, regulations, or interpretations change and you are required to
obtain such permissions or approvals in the future.
5.Provide a clear description of how cash is transferred through your organization. Disclose
your intentions to distribute earnings or settle amounts owed under your operating
structure. 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 has 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 and U.S. investors as well as the ability to settle
amounts owed under the applicable agreements.
6.Disclose that trading in your securities may be prohibited under the Holding Foreign
Companies Accountable Act if the PCAOB determines that it cannot inspect or investigate
completely your auditor, and that as a result an exchange may determine to delist your
securities.
            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

 FirstName LastNameYunhao Chen
 Comapany NameDogness (International) Corp
 March 1, 2022 Page 3
 FirstName LastName
Yunhao Chen
Dogness (International) Corp
March 1, 2022
Page 3
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.
            Please contact Patrick Fullem, Staff Attorney at (202) 551-8337 or Sherry Haywood,
Staff Attorney at (202) 551-3345 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Anthony W. Basch

CORRESP
1
filename1.htm

Dogness
(International) Corporation

Tongsha
Industrial Estate ♦ East District ♦

Dongguan,
Guangdong ♦ People’s Republic of China ♦ Phone: +86-769-88753300

February
11, 2019

VIA
EDGAR

Sherry
Haywood

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    Dogness
    (International) Corporation

    Registration
    Statement on Form F-3

    File
    No. 333-229505

Dear
Ms. Haywood:

Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Dogness (International) Corporation
hereby requests the Securities and Exchange Commission take appropriate action to cause the above-referenced Registration Statement
on Form F-3 to become effective on February 13, 2019, at 4:00 PM Eastern Time, or as soon thereafter as is practicable.

Please
feel free to direct any questions or comments concerning this request to our U.S. legal counsel, Anthony W. Basch.

    Sincerely,

    /s/
    Silong Chen

    Silong
    Chen, Chief Executive Officer

February 8, 2019
Yunhao Chen
Chief Financial Officer
Dogness (International) Corporation
Tongsha Industrial Estate, East District
Dongguan Guangdong 523217
Re:Dogness (International) Corporation
Registration Statement on Form F-3
Filed February 4, 2019
File No. 333-229505
Dear Ms. Chen:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Sherry Haywood Staff Attorney at (202) 551-3345 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing and
Construction

CORRESP
1
filename1.htm

Dogness (International) Corporation

Tongsha Industrial Estate s
East District s

Dongguan, Guangdong s
People’s Republic of China s Phone: +86-769-88753300

    December 5, 2017

VIA EDGAR AND FACSIMILE

Jay E. Ingram, Legal Branch Chief

Division of Corporation Finance

U.S. Securities and Exchange Commission

Mail Stop 4631

100 F Street, N.E.

Washington, D.C. 20549-4631

    Re:
    Dogness (International) Corporation

    Registration Statement on Form F-1

    File No.:  333-220547

Dear Mr. Ingram:

In accordance with Rule 461 under the Securities
Act of 1933, as amended, the undersigned respectfully requests that the effective date for the Registration Statement referred
to above be accelerated so that it will be declared effective at 3:30 p.m. (Eastern Standard Time) on December 7, 2017, or as
soon thereafter as is practicable.

The Company hereby acknowledges that:

    •
    should the Commission or the staff, acting pursuant to delegated 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.

    Sincerely,

    Dogness (International) Corporation

    By: /s/ Silong Chen

    Silong Chen

    Chief Executive Officer

    Date: December 5, 2017

CORRESP
1
filename1.htm

December 5, 2017

By EDGAR

Jay E. Ingram, Legal Branch Chief

Division of Corporation Finance

U.S. Securities and Exchange Commission

Mail Stop 4631

100 F Street, N.E.

Washington, D.C. 20549-4631

    Re:
    Dogness (International) Corporation

    Registration Statement on Form F-1

    File No.:  333-220547

Dear Mr. Ingram:

Pursuant to Rule 461 under the Securities
Act of 1933, the undersigned, as placement agent of the proposed issuer, hereby joins the request of Dogness (International) Corporation
that the effective date of the above-referenced Registration Statement on Form F-1 be declared effective at 3:30 p.m. (Eastern
Standard Time) on December 7, 2017, or as soon as practicable thereafter.

    Sincerely,

    Spartan Securities Group, Ltd.

        /s/ David Lopez

    Name: David Lopez

    Title: CCO

    Date: December 5, 2017

CORRESP
1
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November 28, 2017

BY EDGAR

Jay E. Ingram, Legal Branch Chief

Division of Corporation Finance

U.S. Securities and Exchange Commission

Mail Stop 4631

100 F Street, N.E.

Washington, D.C. 20549-4631

    Re:
    Withdrawal of Request for Acceleration of Effectiveness of Registration Statement on Form F-1 (File No. 333-220547) of Dogness (International) Corporation (the “Registrant”)

Ladies and Gentlemen:

On November 27, 2017, the Registrant filed
a request for acceleration of effectiveness of registration.  The undersigned, as placement agent of the Registrant asks that
the request for acceleration be withdrawn.

Please call the undersigned at 727-502-0508
with any questions regarding this matter.

    Very truly yours,

    Spartan Securities Group, Ltd.

    By:
    /s/ David Lopez

    Name:
    David Lopez

    Title:
    CCO

CORRESP
1
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November 28, 2017

By EDGAR

Jay E. Ingram, Legal Branch Chief

Division of Corporation Finance

U.S. Securities and Exchange Commission

Mail Stop 4631

100 F Street, N.E.

Washington, D.C. 20549-4631

    Re:
    Withdrawal of Request for Acceleration of Effectiveness of Registration Statement on Form F-1 (File No. 333-220547) of Dogness (International) Corporation (the “Registrant”)

Ladies and Gentlemen:

On November 27, 2017, the Registrant filed
a request for acceleration of effectiveness of registration.  The Registrant asks that the request for acceleration be withdrawn.

Please call the undersigned at (954)
480.7286 or Anthony W. Basch at (804) 771.5725 with any questions regarding this matter.

    Very truly yours,

    Dogness (International) Corporation

    By:
    /s/ Yunhao Chen

    Name:
    Yunhao Chen

    Title:
    CFO

CORRESP
1
filename1.htm

Dogness (International) Corporation

Tongsha Industrial Estate s
East District s

Dongguan, Guangdong s
People’s Republic of China s Phone: +86-769-88753300

    November 27, 2017

VIA EDGAR AND FACSIMILE

Jay E. Ingram, Legal Branch Chief

Division of Corporation Finance

U.S. Securities and Exchange Commission

Mail Stop 4631

100 F Street, N.E.

Washington, D.C. 20549-4631

    Re:
    Dogness (International) Corporation

    Registration Statement on Form F-1

    File No.:  333-220547

Dear Mr. Ingram:

In accordance with Rule 461 under the Securities
Act of 1933, as amended, the undersigned respectfully requests that the effective date for the Registration Statement referred
to above be accelerated so that it will be declared effective at 5:00 p.m. (Eastern Standard Time) on November 29, 2017, or as
soon thereafter as is practicable.

The Company hereby acknowledges that:

    •
    should the Commission or the staff, acting pursuant to delegated 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.

    Sincerely,

    Dogness (International) Corporation

    By: /s/ Silong Chen

    Silong Chen

    Chief Executive Officer

    Date: November 27, 2017

CORRESP
1
filename1.htm

November 27, 2017

By EDGAR

Jay E. Ingram, Legal Branch Chief

Division of Corporation Finance

U.S. Securities and Exchange Commission

Mail Stop 4631

100 F Street, N.E.

Washington, D.C. 20549-4631

    Re:
    Dogness (International) Corporation

    Registration Statement on Form F-1

    File No.:  333-220547

Dear Mr. Ingram:

Pursuant to Rule 461 under the Securities
Act of 1933, the undersigned, as placement agent of the proposed issuer, hereby joins the request of Dogness (International) Corporation
that the effective date of the above-referenced Registration Statement on Form F-1 be declared effective at 5:00 p.m. (Eastern
Standard Time) on Wednesday, November 29, 2017, or as soon as practicable thereafter.

    Sincerely,

    Spartan Securities Group, Ltd.

        /s/ David Lopez

    Name: David Lopez

    Title: CCO

    Date: November 27, 2017

CORRESP
1
filename1.htm

Dogness (International) Corporation

Tongsha Industrial Estate s
East District s

Dongguan, Guangdong s
People’s Republic of China s Phone: +86-769-88753300

October 10, 2017

Jay E. Ingram, Legal Branch Chief

Office of Manufacturing and Construction

Division of Corporate Finance

U.S. Securities and Exchange Commission

Mail Stop 4631

100 F Street, N.E.

Washington, D.C. 20549-4631

 Re: Dogness (International) Corporation

Registration Statement
on Form F-1

Submitted September
20, 2017

File No. 333-220547

Dear Mr. Ingram:

In response to the comments set forth in your letter dated October
3, 2017, we are writing to supply additional information and to indicate the changes we have made in the enclosed Amendment No.
1 to the captioned Registration Statement (the “Amendment”). Capitalized terms used herein shall have the meanings
ascribed to them in the Amendment unless otherwise defined herein. We have also enclosed two redlined copies of the Amendment compared
against the Registration Statement for your review.

Operating and Financial Review and Prospects,
page 45

 1. Your disclosure of net cash provided by operating activities for the year ended June 30, 2016 discusses
a decrease in accounts receivable and an increase in inventory. Based on your statement of cash flows, it appears that accounts
receivable actually increased and inventory actually decreased during the year ended June 30, 2016. Please clarify or revise your
disclosures accordingly.

We have revised our disclosure of net cash
provided by operating activities to reflect that accounts receivable have increased in inventory decreased during the year ended
June 30, 2016. Revised disclosure may be found on page 54 and reads as follows:

The adjustments for changes in working capital mainly included
(i) increase in accounts receivable around $0.6 million due to an increase in sales in the end of fiscal 2016, (ii) decrease in
inventory around $0.4 million due to more sales in fiscal 2016 and (iii) decrease in accounts payable around $0.8 million and decrease
in accrued expense and liability of $0.2 million due to repayments to suppliers and venders, offset by the increase in tax
payable of $0.7 million.

Jay E. Ingram, Legal Branch Chief

October 10, 2017

Page 2

Recently Issued Accounting Pronouncements,
page 58

 2. Given that the guidance in ASU 2014-09 will be effective for annual reporting periods beginning
after December 15, 2017, it is not clear why you have disclosed that this guidance will be effective for your fiscal year beginning
October 1, 2018 rather than July 1, 2018. Please clarify or revise.

We have revised our disclosure regarding ASU 2014 – 09
to reflect that it will be effective for our company beginning July 1, 2018. Revised disclosure may be found on page 58 and reads
as follows:

For public entities, the guidance in ASU
2014-09 will be effective for annual reporting periods beginning after December 15, 2017 (including interim reporting periods
within those periods), which means it will be effective for the Company’s fiscal year beginning July 1, 2018.

* * *

Thank you in advance for your assistance in reviewing this response
and the Amendment. Should you have any questions with respect to the above responses, please contact me or our U.S. legal counsel,
Anthony W. Basch.

    Sincerely,

    /s/ Silong Chen

    Silong Chen

Mail Stop 4631

October 3, 2017

Silong Chen
Chief Executive Officer
Dogness (International) Corporation
Tongsha Industrial Estate, East District
Dongguan, Guangdong
People’s Republic of China 523217

Re: Dogness (International) Corporation
Registration Statement on Form F -1
Filed September 20, 2017
  File No. 333 -220547

Dear Mr. Chen :

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 t o 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.

Operating and Financial Review and Prospects, page 45

1. Your disclosure of net cash provided  by operating activities for the year ended June 30,
2016 discusses a decrease in accounts receivable and an increase in inventory.  Based on
your statement of cash flows, it appears that accounts receivable actually increased and
inventory actually decrea sed during the year ended June 30, 2016.  Please clarify or
revise your disclosures accordingly.

Recently Issued Accounting Pronouncements, page 58

2. Given that the guidance in ASU 2014 -09 will be effective for annual reporting periods
beginning after Dece mber 15, 2017, it is not clear why you have disclosed that this

Silong Chen
Dogness (International) Corporation
October 3, 2017
Page 2

 guidance will be effective for your fiscal year beginning October 1, 2018 rather than July
1, 2018.  Please clarify or revise.

We remind you that the company and its management are responsibl e 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.

You may contact Jeff Gordon, Staff Accountant , at (202) 551 -3866  or Anne McConnell,
Staff Accountant,  at (202) 551 -3709  if you have questions regardi ng comments on the financial
statements and related matters.  Please contact  Sergio Chinos,  Staff Attorney , at (202) 551 -7844
or me at (202) 551 -3397  with any other questions.

Sincerely,

 /s/ Jay Ingram

 Jay Ingram
 Legal Branch Chief
Office of Manufacturing and
Construction

Cc: Anthony W. Basch, Esq.
 Yunhao Chen

CORRESP
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filename1.htm

Dogness (International) Corporation

Tongsha Industrial Estate s
East District s

Dongguan, Guangdong s
People’s Republic of China s Phone: +86-769-88753300

September 20, 2017

Jay E. Ingram, Legal Branch Chief

Office of Manufacturing and Construction

Division of Corporate Finance

U.S. Securities and Exchange Commission

Mail Stop 4631

100 F Street, N.E.

Washington, D.C. 20549-4631

 Re: Dogness (International) Corporation

Draft Registration
Statement on Form F-1

Amendment No. 1
to Confidentially Submitted August 2, 2017

CIK No. 1707303

Dear Mr. Ingram:

In response to the comments set forth in your letter dated August
14, 2017, we are writing to supply additional information and to indicate the changes we have made in the enclosed Registration
Statement (the “Registration Statement”). Capitalized terms used herein shall have the meanings ascribed to them in
the Registration Statement unless otherwise defined herein. We have also enclosed two redlined copies of the Registration Statement
compared against the First Amended Draft Registration Statement for your review. In addition to the revisions to address the below
questions, the primary change in the Registration Statement is the update of financial statements and related disclosures to include
the years ended June 30, 2017 and 2016.

General

 1. Please provide updated financial statements and related disclosures to the extent required by Item 8.A.4 and the related
instructions of Form 20-F.

We acknowledge the comment and have updated the financial statements,
MD&A and other related disclosures to the extent required by Item 8.A.4 and the related instructions of Form 20-F. As you
will see, the enclosed Registration Statement includes financial statements and related disclosures for the years ended June 30,
2017 and 2016.

Jay E. Ingram, Legal Branch Chief

September 20, 2017

Page 2

Operating and Financial Review and Prospects, page 45

 2. We have reviewed your response to prior comment nine and note the additional disclosure added on page 124. As we previously
requested, please also enhance your discussion of results of operations to quantify and discuss the impact of foreign currency
translation on revenues and expenses during each period presented.

As requested we have updated the discussion of results of operations
to quantify and discuss the impact of foreign currency translation on revenues and expenses during each period presented. The
new disclosure may be found on pages 52-53 and reads as follows.

Other comprehensive income.

Foreign currency translation adjustments amounted
to $142,519 and deficit of $225,822 for the years ended June 30, 2017 and 2016, respectively.  The balance sheet amounts
with the exception of equity at June 30, 2017 were translated at RMB 6.7780 to $1.00 as compared to RMB 6.6434
to $1.00 at June 30, 2016. The equity accounts were stated at their historical rate. The average translation rates
applied to the income statements accounts for the years ended June 30, 2017 and 2016 were RMB 6.8118 to $1.00 and RMB
6.4416 to $1.00, respectively. The change in the value of the RMB relative to the U.S. dollar may affect our financial results
reported in the U.S, dollar terms without giving effect to any underlying change in our business or results of operation.

The impact attributable to changes in revenue and
expenses due to foreign currency translation are summarized as follows.

    Year Ended
 June 30, 2017
    Year Ended
 June 30, 2016

    Impact on revenue
    $ 105,858
    $ (488,899 )

    Impact on operating expenses
    $ 12,627
    $ (58,182 )

    Impact on net income
    $ 24,729
    $ (105,813 )

For the year ended June 30, 2017, if using the RMB
6.7780 to $1.00 (foreign exchange rate as of June 30, 2017) to translate our revenue, operating expense and net income, our
reported revenue, operation expense and net income would increase by $105,858, $12,627 and $24,729, respectively.

For year ended June 30, 2016, if using the RMB
6.6434 to $1.00 (foreign exchange rate as of June 30, 2016) to translate our revenue, operating expense and net income,
our reported revenue, operation expense and net income will decrease by $488,899, $58,182 and $105,813, respectively.

The total foreign currency translation adjustments
amounted to $142,519 and deficit of $225,822 for the years ended June 30, 2017 and 2016, respectively.

 3. We have reviewed your response to prior comment 10 and note the additional disclosure added on page 11. As we previously
requested, please also enhance your discussion of results of operations to more fully address the reasons for the declines in the
quantity of products sold of 24.3% during the six months ended December 31, 2016 and 9.3% during the year ended June 30, 2016.
To the extent applicable, please address any material changes in the quantity of products sold subsequent to December 31, 2016.

As requested we have enhanced our discussion
of reasons for declines in product sale quantities during all of the periods presented and subsequent to such periods. The new
disclosure may be found on pages 48-49 and reads as follows:

Pet leashes

Revenue from pet leashes increased by $846,308, or
19.0%, from $4,444,610 in fiscal 2016 to $5,290,918 in fiscal 2017. The increase was mainly attributable to higher average unit
selling price in fiscal 2017. Our sales volume for pet leashes decreased from 4.7 million units sold in 2016 to 3.1 million units
sold in 2017, especially marked by a decrease in sales in some low value nylon pet leashes to adapt to changing market
demands. During fiscal 2017, the Company focused on producing more higher-end orders from Ikea and Petsmart and reduced production
of lower-end orders. On the other hand, in order to meet the increasing customer demands for high quality product, we improved
certain technical design and functionality of the pet leash component and parts, and new materials have been used to make the
products more pet-friendly, and as a result, we are able to charge a higher unit selling price on pet leash products. The
average unit selling price increased from $0.9 per unit in fiscal 2016 to $1.7 per unit in fiscal 2017, representing an increase
of 80.9% from last year, primarily due to our improved technology and product design. The decrease in sales volume was offset
by the increase in average unit selling price, which led to the overall increase in our revenue for traditional pet leashes.

Jay E. Ingram, Legal Branch Chief

September 20, 2017

Page 3

Pet collars

Revenue from pet collars increased by $2,120,617
or 39.2%, from $5,408,803 in fiscal 2016 to $7,529,420 in fiscal 2017. The increase in pet collar revenue was also attributable
to the increase in averaging unit selling price by $0.4 per unit, or 52.1%, from $0.9 per unit in fiscal 2016 to $1.3 per
unit in fiscal 2017, largely affected by new product design and technology and material improvements which led us to charge higher
selling prices. On the other hand, our sales volume for pet collars decreased from approximately 6.3 million units in fiscal 2016
to approximately 5.7 million units in fiscal 2017, representing a decrease of 8.5% from last year because the new models from
Petco and other higher-end customers requires more labor and processing time which resulted in decrease in volume. The
decrease in sales volume was offset by the increase in our average unit selling price, which is the reason for the overall
increase in our revenue for pet collar products.

Pet harnesses

Revenue from pet harnesses decreased by $1,267,928
or 45.7%, from $2,776,354 in fiscal year 2016 to $1,508,426 in fiscal year 2017. The decrease in sales was due to the decreased
sales volume from approximately 2 million units sold in fiscal 2016 to 892,024 units sold in fiscal 2017, representing a decrease
in sales volume of approximately 1.1 million, units or 55.5%, from last year. The decrease in volume was due to
the fact that the Company developed new models of dog accessories with similar functionality and the related revenue were included
in the sales from other pet accessories. On the other hand, we improved certain technical design and functionality of the
pet harness component and parts, and new materials have been used to make the products more pet-friendly; as a result,
our average unit selling price on pet harness products increased from $1.4 per unit in fiscal 2016 to $1.7 per unit in fiscal
2017, representing a 22.5% increase.  The slight increase in average unit selling price was not enough to compensate the
sharp decrease in sales volume, which contributed to the decrease in revenue for our pet harness products.

* * *

Thank you in advance for your assistance in reviewing this response
and the Registration Statement. Should you have any questions with respect to the above responses, please contact our U.S. legal
counsel, Anthony W. Basch, or me.

    Sincerely,

    /s/ Silong Chen

    Silong Chen

Mail Stop 4631

August 14, 2017

Silong Chen
Chief Executive Officer
Dogness (International) Corporation
Tongsha Industrial Estate, East District
Dongguan, Guangdong
People’s Republic of China 523217

Re: Dogness (International) Corporation
Amendment No. 1  to Draft Registration Statement on Form F -1
Submitted August 2, 2017
  CIK No. 1707303

Dear Mr. Chen :

We have reviewed your amended draft 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 providing the requested information and either submitting
an amended draft registration statement or  publicly  filing your registration statement on
EDGAR.  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 the information you provide in response to these  comments  and your
amended draft registration statement or filed registration statement,  we may have  additional
comments.

General

1. Please provide updated financial statements and related di sclosures to the extent required
by Item 8.A.4 and the related instructions of Form 20 -F.

Operating and Financial Review and Prospects, page 45

2. We have reviewed your response to prior comment nine and note the additional
disclosure added on page 124.  As  we previously requested, please also enhance your
discussion of results of operations to quantify and discuss the impact of foreign currency
translation  on revenues and expenses during each period presented.

Silong Chen
Dogness (International) Corporation
August 14, 2017
Page 2

3. We have reviewed your response to prior commen t 10 and note the additional disclosure
added on page 11.  As we previously requested, please also enhance your discussion of
results of operations to more fully address the reasons for the declines  in the quant ity of
product s sold of 24.3% during the six months ended December  31, 2016 and 9.3% during
the year ended June  30, 2016.   To the extent applicable, please address any material
changes in the quantity of product s sold subsequent to December  31, 2016.

You may contact Jeff Gordon, Staff Accountant,  at (202) 551 -3866  or Anne McConnell,
Staff Accountant,  at (202) 551 -3709  if you have questions regarding comments on the financial
statements and related matters.  Please contact Sergio Chinos, Staff Attorney , at (202) 551 -7844
or Jay Ingram, Legal Branch Chief, at (202) 551 -3397  with any other questions.

Sincerely,

 /s/ Pamela A. Long

 Pamela A. Long
Assistant Director
Office of Manufacturing and
Construction

cc: Anthony W. Basch, Esq.
 Yunhao Chen

Mail Stop 4631

June 23, 2017

Silong Chen
Chief Executive Officer
Dogness (International) Corporation
Tongsha Industrial Estate, East District
Dongguan, Guangdong
People’s Republic of  China 523217

Re: Dogness (International) Corporation
Draft Registration Statement on Form F -1
Submitted May 30, 2017
  CIK No. 1707303

Dear Mr. Chen :

We have reviewed your draft 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 providing the requested information and either submitting
an amended draft registration statement or  publicly  filing your registration statement on
EDGAR.  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 the information you provide in response t o these  comments  and your
amended draft registration statement or filed registration statement,  we may have  additional
comments.

General

1. Please supplementally provide us with copies of all written communications, as defined
in Rule 405 under the Securi ties Act, that you, or anyone authorized to do so on your
behalf, present to potential investors in reliance on Section 5(d) of the Securities Act,
whether or not they retain copies of the communication.

2. Please revise to clearly state your election under Section 107(b) of the JOBS Act. If you
have elected to use the extended transition period for complying with new or revised
accounting standards under Section 102(b)(1), provide a risk factor explaining that this
election allows you to delay the adoption o f new or revised accounting standards that

Silong Chen
Dogness (International) Corporation
June 23, 2017
Page 2

 have different effective dates for public and private companies until those standards apply
to private companies. Please state in your risk factor that, as a result of this election, your
financial statements may not be comparable to companies that comply with public
company effective dates. Include a similar statement in your critical accounting policy
disclosures.

3. You disclose that you had three customers that accounted for ten percent or more of
revenues during  each of the years ended June 30, 2016 and 2015.  We also note that you
had two and four customers that accounted for ten percent or more of revenues during the
six months ended December 31, 2016 and 2015, respectively.  Please enhance your
disclosures to name each significant customer as required by Item 101(c)(1)(vii) of
Regulation S -K.

4. We note that you are a holding company whose primary business operations are
conducted through your subsidiaries in the PRC and Hong Kong.  Given the disclosures
on pages  22, 50 and 58 , which identify potential restrictions on your subsidiaries ’ ability
to pay dividends, please tell us what consideration you gave to the need for parent only
financial statements under Rules 5 -04 and 12 -04 of Regulation S -X.

Prospectus Summ ary, page 1

5. Please provide a materially complete description of your collaboration with the China
Aerospace Science and Technology Corporation and Telenor.

Corporate Structure, page 5

6. It is not clear why you have separated HK Jiasheng from the linear presentation on page 6
since it appears that HK Jiasheng is operating as one of your 100% owned subsidiaries.
In addition, please explain what it means to be a “private company limited by shares,” as
that phrase is used on page 65.

Risk Factors, page 11

Our company has negative working capital and requires additional funding to operate and grow,
page 15

7. We note your disclosure here and elsewhere that Mr. Chen has made capital contributions
to the company in the past.  We further note that Mr. Chen has c ommitted to provide
personal loans whenever necessary for the next twelve months and that you maintain
collateral agreements with him and others for outstanding loans.  It is not clear why you
have not filed these agreements as material contracts under Ite m 601(b) of Regulation S -
K.  Please advise.

Silong Chen
Dogness (International) Corporation
June 23, 2017
Page 3

 The loss of any of our key customers…, page 16

8. In light of the fact that you have three customers that account for 10% or more of your
revenues and that you appear to be reliant on a single supplier, as disclo sed in the two
risk factors on page 16, please file the agreements with these entities as exhibits under
Item 601(b)(10) of Regulation S -K.

Operating and Financial Review and Prospects, page 43

General

9. You disclose on page 122 that appreciation or depre ciation in the value of the Renminbi
relative to the U.S. dollar may affect your financial results reported in U.S. dollar terms
without giving effect to any underlying change in your business or results of operations.
As such , please enhance your discuss ion of results of operations to separately quantify
during each period presented the amount of changes in revenues and expenses due to
foreign currency translations.

10. We note that the quantity of your product sold decreased by 24.3% during the six months
ended December  31, 2016 compared to the prior year period and by 9.3% for the year
ended June  30, 2016 compared to 2015.   Please enhance your disclosures to more fully
address the reasons for the quantity declines.

Result of Operations for the Six Months Ended December 31, 2016 and 2015, page 45

11. You disclose on page 50 that other income was $224,868 for the six months ended
December 31, 2016 and $324,329 for the six months ended December 31, 2015.  Given
the decrease in other income, as well as the decrea se in foreign currency exchange gains
included in other income, it is not clear why you disclose “the significant increase is
attributed to the favorable USD, Euro and other exchange rates against RMB in 2016.”
Please revise your disclosure accordingly.

Loan Facilities, page 52

12. Please revise your registration statement to provide an update on the current state of the
$287,942 loan from China Industrial and Commerce Bank.

Results of Operations for the Years Ended June 30, 2016 and 2015, page 54

13. We note that the gross profit margin for pet harnesses, per the table on page 56, decreased
from 33.1% in 2015 to 30.9% in 2016.  As such, please revise the variance in gross profit
margin column to indicate that the gross profit margin for pet harnesses decreased  by
2.2%, as opposed to your current presentation which indicates gross profit margin
increased by 2.2%.

Silong Chen
Dogness (International) Corporation
June 23, 2017
Page 4

 Geographic Distribution of Revenues, page 86

14. Please revise your disclosure here to remove the statement “[a]ll amounts are presented in
thousands of U.S. dollars,” when financial figures are being presented in actual dollar
amounts.

Research and Development, page 89

15. Please file as exhibits to this registration statement any material agreements entered into
with Aerospace Innotech, Telenor, and Donggu an University of Technology.   Refer to
Item 601 of Regulation S -K.

16. We note your disclosure that you are entitled to favorable tax rates due to your
certification as a National High Tech Enterprise by the State Intellectual Property Office.
Please include a risk factor discussing the potentia l effects upon the company of losing
such certification or status.

Intellectual Property, page 90

17. We note your disclosure that you have entered into an exclusive licensing agreement with
Mr. Chen for the use of patents that were issued to Mr. Chen.  Please file any patent
license agreements between the company and your officers, directors or shareholders, as
required by Item 601(b)(10)(ii)(B) of Regulation S -K.

Description of Property, page 98

18. We note your statement on page 99 that you plan to under take certain property -related
projects “roughly three months” after the conclusion of this offering. We also note, on
page 35, that you plan to remit proceeds from this offering to your Chinese subsidiaries,
which may take longer than 90 days. Please revis e here and elsewhere, where
appropriate, to state that such projects may be delayed if the remittance process is
delayed.

Board Committees, page 103

19. We note your statement that a compensation committee has been set up to make
recommendations to the board  of directors “regarding [your] compensation policies for
[your] officers and all forms of compensation, and also administers and has authority to
make grants under [your] incentive compensation plans and equity -based plans.”  We
also note, on page 107, yo ur statement that “[you] currently do not have a compensation
committee approving [your] salary and benefit policies.”  Please clarify the role of the
compensation committee and its authority and limitations with respect to making
recommendations and appro ving all forms of executive compensation.

Silong Chen
Dogness (International) Corporation
June 23, 2017
Page 5

 Summary Compensation Table, page 107

20. Please revise the table to include the pension insurance that was paid for Mr. Chen in
2015 and 2016.

Employment Agreements, page 107

Silong Chen, page 108

21. We note your statement that you plan to enter into a written employment agreement with
Mr. Chen upon the completion of this offering.  We also note that exhibit 4.1
Employment Agreement with Mr. Silong Chen is dated May 28, 2017.  Please revise
your disclosure to corre ct or explain any inconsistencies.

Description of Share Capital, page 113

22. We note your statement that “[a]ll of our Common Shares issued and outstanding prior to
the completion of the offering are and will be fully paid, and all of our shares to be issued
in the offering will be issued as fully paid.”  It appears that this is a legal conclusion that
should be attributed to counsel.  Please attribute this statement to counsel, or remove this
statement.

Incentive Security Pool, page 113

23. We note your disclosure that you have granted options to purchase an aggregate of
480,000 Class A Common Share at an exercisable price of $1.50 that vest within two or
three years.  We also note, on page 123, your statement that as of the date of this
prospectus you ha ve not issued any options to purchase your Common Shares.  Please
revise here and elsewhere to correct or explain any inconsistencies.

Lock -up Agreements, page 124

24. Please file a copy of the form of lock -up agreement as an exhibit to your registration
statement.

Underwriting, page 132

25. Please explain whether or not there is a relationship between the transfer agent and
Spartan Securities Group, Ltd.  We note the address provided in the first paragraph of this
section is the same as the address given for t he transfer agent on page 9.

Silong Chen
Dogness (International) Corporation
June 23, 2017
Page 6

 Financial Statements for the Year Ended June 20, 2016

General

26. Please provide the disclosures required by ASC 280 -10-50-21.  These should include a
discussion of your internal structure, how you are organized, and whether operating
segments have been aggregated.  Please also provide in the notes to your annual and
interim financial statements the disclosures required by ASC 280 -10-50-40 regarding
products  lines and ASC 280 -10-50-41 regarding geographic areas .

Note 11 – Equity, page F -19

27. Please enhance your disclosure s to clarify how the amount allocated to the statutory
reserve was determined during each period presented, including the reason why no
amount was allocated during the year ended June 30, 2016.

Note 12 – Subsequent Events, page F -19

28. Please enhance your disclosure here and on page F -35 to disclose the actual date through
which subsequent events have been evaluated.  Please also disclose whether the date
through which subsequent events have been evaluated is the date the financial statements
were issued or the date the financial statements were available to be issued.  Refer to
ASC 855 -10-50-1.

You may contact Jeff Go rdon, Staff Accountant, at (202) 551 -3866  or Anne McConnell,
Staff Accountant, at (202) 551 -3709  if you have questions regarding comments on the financial
statements and related matters.  Please contact Sergio Chinos, Staff Attorney,  at (202) 551 -7844
or me at (202) 551 -3397  with any other questions.

Sincerely,

 /s/ Jay Ingram

 Jay E. Ingram
Legal Branch Chief
Office of Manufacturing and
Construction

cc: Anthony W. Basch, Esq.
 Yunhao Chen