TEXT-EXTRACT 2 filename2.txt Mail Stop 4561 April 20, 2018 Ms. Zhixin Liu Chief Executive Officer Datasea, Inc. 1 Xinghuo Rd. Changning Building, 11th Floor Fengtai District, Beijing, People's Republic of China 100070 Re: Datasea, Inc. Amendment No. 2 to Registration Statement on Form S-1 Filed April 5, 2018 File No. 333-221906 Dear Ms. Liu: We have reviewed your amended registration statement and have the following comment. 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 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 these comments, we may have additional comments. Risk Factors "We depend upon the VIE Agreements in conducting our business in the PRC...," page 14 1. We note that the VIE agreements contain provisions for the resolution of disputes through arbitration pursuant to PRC laws. Please expand the disclosure to discuss the impact, if any, of these provisions on shareholders' rights to pursue claims under the United States federal securities laws. Ms. Zhixin Liu Datasea, Inc. April 20, 2018 Page 2 You may contact Frank Knapp, Staff Accountant, at (202) 551-3805 or Kathleen Collins, Accounting Branch Chief, at (202) 551-3499 if you have questions regarding comments on the financial statements and related matters. Please contact Michael Foland, Attorney-Advisor, at (202) 551-6711 or me at (202) 551-3453 with any other questions. Sincerely, /s/ Jan Woo Jan Woo Legal Branch Chief Office of Information Technologies and Services cc: Richard I. Anslow, Esq. Ellenoff Grossman & Schole LLP