January 8, 2020

Jianhua Wu
Chief Executive Officer
Sharing Economy International Inc.
No. 9 Yanyu Middle Road
Qianzhou Village, Huishan District, Wuxi City
Jiangsu Province, People's Republic of China

       Re: Sharing Economy International Inc.
           Form 8-K filed December 31, 2019
           File No. 001-34591

Dear Mr. Wu:

        We have limited our review 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 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 8-K filed December 31, 2019

Exhibit 99.3
Pro forma Condensed Combined Financial Information for Sharing Economy
International Inc....
Note 3 - Purchase Price Allocation, page F-4

1.    Your preliminary estimate of the purchase price allocation for your Peak
Equity
      acquisition discloses that $1.6 billion of the $1.8 billion purchase
price will be allocated to
      "business know-how." Explain why "business know-how" qualifies as an
identifiable
      asset acquired in accordance with ASC 805-20-25-10.
2.    Tell us why you are allocating the purchase price to Peak Equity when it
has been deemed
      the accounting acquirer. Since the acquisition is a reverse merger, the
purchase price
      allocation should be to the acquired assets and liabilities of the
accounting acquiree (i.e.,
      your company). We refer you to ASC 805-20-25-1 and 805-40-25-1.
 Jianhua Wu
FirstName LastNameJianhua Wu
Sharing Economy International Inc.
January 8, NameSharing Economy International Inc.
Comapany2020
Page 2
January 8, 2020 Page 2
FirstName LastName
3.       Explain how you determined that the price per share of common stock is
$0.25 per share
         considering that you issued 7.2 billion shares while you had only 9
million shares
         outstanding prior to this acquisition. In this regard, explain how the
dilutive effect of
         issuing a significant amount of shares as compared to the shares
outstanding was
         considered in determining the price or fair value per share. In
addition, since the
         acquisition is being accounted for as a reverse merger, the
calculation of fair value of the
         consideration transferred should be based on the shares outstanding
prior to the
         acquisition as they were effectively transferred. We refer you to ASC
805-40-30-2,
         including Example 1 in paragraph 55-2.
        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 Mitchell Austin, Staff Attorney, at (202) 551-3574 or
Stephen Krikorian,
Accounting Branch Chief, at (202) 551-3488 with any questions.



                                                                Sincerely,

                                                                Division of
Corporation Finance
                                                                Office of
Technology
cc:      Thomas E. Puzzo, Esq.