Sharing Economy International (SEII) CORRESP Correspondence with SEC

December 5, 2018

Re: Sharing Economy International Inc.
Amendment No. 3 Preliminary Proxy Statement on Schedule 14A Filed November 16, 2018
File No. 001-34591

Mr. Thomas Jones

Division of Corporation Finance

Office of Electronics and Machinery

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Dear Mr. Jones:

On behalf of Sharing Economy International Inc. (the “Company”), we have set forth below responses to the comments of the staff (the “Staff”) of the Securities and Exchange Commission contained in its letter dated November 30, 2018 with respect to Amendment No. 3 to Preliminary Proxy Statement on Schedule 14A, File No. 001-34591 (“Proxy Statement”) filed on November 16, 2018 by the Company. For your convenience, the text of the Staff’s comments is set forth below in bold, followed in each case by the Company’s responses. Please note that all references to page numbers in the responses are references to the page numbers in Amendment No. 4 to the Preliminary Proxy Statement on Schedule 14A (the “Revised Proxy Statement”), filed concurrently with the submission of this letter in response to the Staff’s comments.

Preliminary Proxy Statement on Schedule 14A Amended November 16, 2018

Approval of Amendment to Articles of Incorporation, page 11

1. We note your response to prior comment 2. Please tell us whether you currently intend to use the securities you are asking your shareholders to authorize for the pending transactions.

Response – For the “transactions in progress” listed in the table enclosed with the Company’s last response letter (BM Nine Ltd., Leung Tin Lung David and Coassets), the number of securities reserved for future issuance are set forth on page 11 of the Revised Proxy Statement. The “transactions in preliminary discussion” listed in the table enclosed with the Company’s last response letter, are in very preliminary stages -- either non-binding memorandums have been signed or in some cases only exclusivity agreements have been entered into between the parties. To date, there has been no discussion on key terms, including pricing or the form of consideration to be received by any of the target companies. Further, the Company’s common stock was recently delisted from Nasdaq. It is unclear whether any of the target companies the Company is in preliminary discussions with will accept shares listed on the OTC as consideration. The Company will need to re-engage in discussions with such parties. As such, other than the transactions listed on page 11 of the Revised Proxy Statement, the Company does not have any current plans to use the securities it is asking its shareholders to authorize to make pending acquisitions.

2. We note the table provided in your response to prior comment 5. Please also address the part of that comment that asked for your analysis demonstrating that you have filed disclosure regarding your securities issuances as required by Item 3.02 of Form 8-K.

Response – Please refer to the Form 8-K filed on December 5, 2018 with the Securities and Exchange Commission. The Company also intends to withdraw its Form S-3 filed on July 18, 2018.

1

Should you have any questions relating to the foregoing or wish to discuss any aspect of the Company’s filing, please contact me at +852.5600.0188.

Very truly yours,

/s/ Lawrence S. Venick

Lawrence S. Venick

2

Parties Name	Documents enter into	Date of Document	Consideration	Type of Public Document	Reason of Cancellation
Acquisitions Completed
Inspirit Studio	Entered into an exclusivity agreement	9-Oct-2017	Potential acquisition of not less than 51%	Press Release
	Entered into an exclusivity agreement	10-Oct-2017		8-K
	Entered into share and purchase agreement	27-Oct-2017		8-K & Press Release
	Closing	8-Dec-2017	85,473 shares	8-K
3D Discovery	Entered into an exclusivity agreement	12-Oct-2017	Potential acquisition of not less than 51%	8-K & Press Release
	Entered into share and purchase agreement	11-Dec-2017		8-K & Press Release
	Closing	22-Jan-2018	68,610 shares	8-K
AnyWorkspace & SEIL	Entered into share and purchase agreement	19-Dec-2017		8-K & Press Release
	Closing	30-Jan-2018	106,464 shares	8-K

3

Parties Name	Documents enter into	Date of Document	Consideration	Type of Public Document	Reason of Cancellation
Acquisitions Cancelled & To Be Cancelled
ShenzhenXinsheng NewEnergy (“Xinsheng”)	Entered into MOU	7-Nov-2017	Cancelled	Press Release	After detail evaluated the business, it is not justisfy on return/cost ratio which caused the cancallation of the deal.	8K Filied - https://www.sec.gov/Archives/edgar/data/819926/ 000121390018014064/f8k101718_sharingeconomy.htm
Shanghai HongChuan Culture Promulgation Co., Limited	Entered into an exclusivity agreement	21-Dec-2017	Cancelled	Press Release	Both parties doesn’t come into agreeable acquisition price	8K Filied - https://www.sec.gov/Archives/edgar/data/819926/ 000121390018014064/f8k101718_sharingeconomy.htm
Channel Power Touch Media & EC Adv	Entered into an exclusivity agreement	4-Jan-2018	Cancelled	Press Release	Channel Power business closed during negotiation	8K Filied - https://www.sec.gov/Archives/edgar/data/819926/ 000121390018014064/f8k101718_sharingeconomy.htm
Quik Ventures	Entered into an exclusivity agreement	10-Jan-2018	Cancelled	Press Release	Parties were unable to agree on price	8K Filied - https://www.sec.gov/Archives/edgar/data/819926/ 000121390018014064/f8k101718_sharingeconomy.htm
iMusicTech & EC Tech	Entered into a non-binding MOU	18-Jan-2018	Cancelled	Press Release	Discontinued business	8K Filied - https://www.sec.gov/Archives/edgar/data/819926/ 000121390018014064/f8k101718_sharingeconomy.htm
JoGeep	Entered into an exclusivity agreement	29-Jan-2018	Cancelled	Press Release	JoGeep owner did not provide financial information	8K Filied - https://www.sec.gov/Archives/edgar/data/819926/ 000121390018014064/f8k101718_sharingeconomy.htm
Weiying Mtel & EC Tech	Entered into an exclusivity agreement	27-Feb-2018	Cancelled	Press Release	Target company shareholders decided not to sell the business	8K Filied - https://www.sec.gov/Archives/edgar/data/819926/ 000121390018014064/f8k101718_sharingeconomy.htm
Marvel Finance	Entered into a conditional share swap agreement	22-Nov-2017	Cancelled	8-K & Press Release
	Entered into a definitive agreement to confirm lapse of the conditional share swap agreement on February 28, 2018	2-Mar-2018	Cancelled	8-K	8-K filed announcing termination https://www.sec.gov/Archives/edgar/data/819926/ 000121390018003997/f8k033118_sharingeconomy.htm

4

Parties Name	Documents enter into	Date of Document	Consideration	Type of Public Document	Reason of Cancellation
Ever-Long Holdings, Brighten	Entered into conditional share swap agreement	6-Dec-2017	51% of brighten issued shares (5-year interest-free promissory note with a principal amount of US$13,762,125 to Brighten)	8-K & Press Release
	Share swap terminated	3-Apr-2018	Cancelled	8-K	8-K filed announcing terminaton https://www.sec.gov/Archives/edgar/data/819926/ 000121390018003997/f8k033118_sharingeconomy.htm
Winse Media	Entered into Exclusivity Agreement & Non-Disclosure Agreement	8-Mar-2018	In preliminary discussion only	Press Release	The parties could not agree on the key terms including the pricing and will not proceed further.  A Form 8-K will be filed.
Ecoin Development Ltd	Letter of Intent	7-Sep-2017	Engaged in exclusive discussion regarding (a) a potential acquisition by SEII of not less than 51% of the issued share capital of Ecoin Development and/or (b) business cooperation arrangements between SEII and Ecoin Development.	8-K & Press Release	The exclusive period lapsed in March 2018. Both parties have elected not to proceed further.  A Form 8-K will be filed.
Golden Value Finance Limited	Entered into a provisional agreement for purchase and sale of the entire issued share capital of Future Ocean Limited	22-Jun-2018	EC Assets agreed to purchase Future Ocean Limited for HKD96 million. There is no guarantee that the transaction will be consummated.	8-K	Due to difficulty in obtaining financing for the acquisition, EC Assets will novate the rights and obligations under the provisional agreement.  Once the novation agreement is signed, a Form 8-K will be filed.

5

Parties Name	Documents enter into	Date of Document	Consideration	Type of Public Document	Reason of Cancellation
Transactions in Progress
BM Nine Ltd (CoAssets)	Entered into a letter agreement	23-Jan-2018	535,584 shares of common stock	8-K
Leung Tin Lung David	Entered into a sale and purchase agreement	20-Aug-2018	1,176,087 preferred shares	Press Release & 8-K
CoAssets (CAI) & EC Tech	Services Agreement	10-Sep-2018	330,650 shares of common stock	8-K
Transactions in Preliminary Discussion
ECrent Capital Holdings & CLNT	Entered into an exclusivity discussion	12-Jun-2017	In preliminary discussion only	Press Release
	Entered into an exclusivity agreement	15-Jun-2017	In preliminary discussion only	8-K
	Amendment No. 1 to exclusivity agreeent	13-Sep-2017	In preliminary discussion only	8-K & Press Release
	Amendment No. 2 to exclusivity agreement	24-Jan-2018	In preliminary discussion only	8-K
	Amendment No. 3 to exclusivity agreement	21-Jun-2018	In preliminary discussion only	8-K
Pandoodle	Entered into an exclusivity agreement	8-Feb-2018	In preliminary discussion only	Press Release
Icon Property Limited	Entered into MOU regarding potential acquisition of Qliq Damansara Hotel	14-Mar-2018	In preliminary discussion only	Press Release
Oob Media HK	Entered into an exclusivity agreement	10-May-2018	In preliminary discussion only	Press Release
	Entered into another exclusivity agreement to extend the exclusivity period	26-Jun-2018	In preliminary discussion only	Press Release
Jidam	Entered into exclusivity agreement	29-Jun-2018	In preliminary discussion only	Press Release

6

Sharing Economy International Inc.
No. of shares as at December 31, 2016	1,415,441	Form 10-K filed on April 11, 2018 (see page F-2)

Name of person or entity	No. of Shares		Share issued date (YYYY-MM-DD)	Title of security sold	Consideration for the securities sold	33 Act	Date of Form 8-K filed (YYYY-MM-DD)	Date of Form 10-K / 10-Q filed
Ecdine Company Limited		65,000	2017-06-14	Common stock	Cash	Reg S	2017-06-20	Form 10-K filed on April 11, 2018 (see page F-31)
EOS Holdings LLC		160,000	2017-06-14	Common stock	Cash	Reg D	2017-06-20	Form 10-K filed on April 11, 2018 (see page F-31)
Glory Coast Investments Limited		65,000	2017-06-20	Common stock	Cash	Reg S	2017-06-20	Form 10-K filed on April 11, 2018 (see page F-31)
Tam Lok Man		85,473	2017-12-22	Common stock	M&A - 51% of Inspirt Studio Limited	Reg S	2017-10-27 & 2017-12-08	Form 10-K filed on April 11, 2018 (see page F-31)
Consultants and Vendors		736,806	from 2017-05-12 to 2017-11-15	Common stock	Services			Form 10-K filed on April 11, 2018 (see page from F-26 to F-29)
No. of shares as at December 31, 2017		2,527,720	Form 10-K filed on April 11, 2018 (see page F-2)
Chong Ou Holdings Group Company Limited		200,100	2018-01-10	Common stock (Convertible note)	Repayment of convertible note and interest	Reg S	2017-10-11	Form 10-Q filed on May 14, 2018 (see page 20)
Ho Lok Shan		22,870	2018-02-08	Common stock	M&A - 20% of 3D Discovery Company Limited	Reg S	2017-12-11 & 2018-01-22	Form 10-Q filed on May 14, 2018 (see page 20)
Cheung Chik Ting		22,870	2018-02-08	Common stock	M&A - 20% of 3D Discovery Company Limited	Reg S	2017-12-11 & 2018-01-22	Form 10-Q filed on May 14, 2018 (see page 20)
So Wang Chun		22,870	2018-02-08	Common stock	M&A - 20% of 3D Discovery Company Limited	Reg S	2017-12-11 & 2018-01-22	Form 10-Q filed on May 14, 2018 (see page 20)
Sunshine Builder Ltd		66,540	2018-02-08	Common stock	M&A - 50% of Anyworkspace Limited	Reg S	2017-12-19 & 2018-01-30	Form 10-Q filed on May 14, 2018 (see page 21)
Sng Kheng Sim		19,962	2018-02-08	Common stock	M&A - 15% of Anyworkspace Limited	Reg S	2017-12-19 & 2018-01-30	Form 10-Q filed on May 14, 2018 (see page 21)
Martin Craig John		19,962	2018-02-08	Common stock	M&A - 15% of Anyworkspace Limited	Reg S	2017-12-19 & 2018-01-30	Form 10-Q filed on May 14, 2018 (see page 21)
Chi Hung Leung		69,676	2018-03-16	Common stock	Cash	Reg S	2018-02-27	Form 10-Q filed on May 14, 2018 (see page 20)
Employees, Consultants and Vendors		1,473,139	from 2018-01-02 to 2018-03-27	Common stock	Services			Form 10-Q filed on May 14, 2018 (see page 20)
No. of shares as at March 31, 2018		4,445,709	Form 10-K filed on May 14, 2018 (see page 1)

7

Ecrent Capital Holdings Limited	250,000	2018-06-26	Common stock	License of Ecrent	Reg S	2018-05-08, 2018-05-24 & 2018-06-29	Form 10-Q filed on August 10, 2018 (see page 20)
Employees, Consultants and Vendors	1,342,082	from 2018-05-09 to 2018-06-20	Common stock	Services			6 month cumulative - Form 10-Q filed on August 10, 2018 (see page 19)
No. of shares as at June 30, 2018	6,037,791	Form 10-Q filed on August 10, 2018 (see page 1)
Ng Hong Mun Educational Foundation Limited	58,000	2018-07-10	Common stock	Donation	Reg S	-	Form 10-Q filed on November 13, 2018 (see page 27)
Winmex Investments Limited	311,357	2018-07-24	Common stock	Tenancy - Rent & Mgt Fee	Reg S	2018-07-02	Form 10-Q filed on November 13, 2018 (see page 27)
Winmex Investments Limited	54,777	2018-07-24	Common stock	Tenancy - Rental deposit	Reg S	2018-07-02	Form 10-Q filed on November 13, 2018 (see page 27)
Employees, Consultants and Vendors	1,039,379	from 2018-07-09 to 2018-08-24	Common stock	Services			9 month cumulative - Form 10-Q filed on November 13, 2018 (see page 25)
No. of shares as at September 30, 2018	7,501,304	Form 10-Q filed on November 13, 2018 (see page 1)
Iliad Research and Trading, L.P.	36,621	2018-11-08	Common stock (Convertible note and Warrant)	Repayment of convertible note and interest	Reg D	2018-05-04	Form 10-Q filed on November 13, 2018 (see page 31)
No. of shares as at November 13, 2018	7,537,925	Form 10-Q filed on November 13, 2018 (see cover page)

8