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                            April 13, 2022

       Zhixin Liu
       Chief Executive Officer
       Datasea Inc.
       20th Floor, Tower B, Guorui Plaza
       1 Ronghua South Road, Technological Development Zone
       Beijing, People   s Republic of China 100176

                                                        Re: Datasea Inc.
                                                            Form 10-K for
fiscal year ended June 30, 2021
                                                            Filed September 28,
2021
                                                            File No. 001-38767

       Dear Ms. Liu:

              We have reviewed your March 31, 2022 response to our comment
letter 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.
       Unless we note otherwise, our references to prior comments are to
comments in our February 16,
       2022 letter.

       Form 10-K for the Fiscal Year Ended June 30, 2021

       Table of Contents, page i

   1.                                                   We note your response
to prior comment 1, however, it is unclear from your proposed
                                                        draft disclosures where
you intend to define how you will refer to the holding company,
                                                        subsidiaries, and VIE
throughout the document. In this regard, you appear to define the
                                                        various entities on
page i of the Form 10-K but have not provided any proposed revisions
                                                        to this disclosure.
Please provide your proposed revised disclosures and ensure you
                                                        identify all entities
discussed throughout the filing.
 Zhixin Liu
FirstName
Datasea Inc.LastNameZhixin Liu
Comapany
April       NameDatasea Inc.
       13, 2022
April 213, 2022 Page 2
Page
FirstName LastName
2.       Your current disclosures refer to the WFOE having "control" of the
VIE, which gives you
         "effective ownership of its assets." Please revise to refrain from
implying that DataSea or
         the WFOE have any ownership interest in the VIE. Further, you continue
to refer to "our"
         VIE or "our" operating entities when referring to the VIE entity
throughout the proposed
         revisions. Please revise.
Cautionary Note Regarding Forward-looking Statements, page ii

3.       We note your revised disclosures in response to prior comment 8 where
you include a
         discussion of the Holding Foreign Companies Accountable Act (HFCAA).
Please expand
         to also disclose that the United States Senate has passed the
Accelerating Holding Foreign
         Companies Accountable Act (Accelerating HFCAA) and trading of your
securities may be
         prohibited under either of these Acts. Also, provide a cross-reference
here to your risk
         factor disclosures where you discuss the HFCAA and Accelerating HFCAA
in further
         detail.
Item 1. Description of Business, page 1

4.       We note your revised disclosures in response to prior comment 3.
Please further
         revise here to identify Zhixin Liu as the Chairman, President, CEO and
Corporate
         Secretary of DataSea and Fu Liu, as a Director and the father of
Zhixin Liu.
5.       We note from your response to prior comment 5 that you intend to
provide a cross-
         reference to the consolidating schedules currently provided in the
financial statement
         footnotes. Please revise to also include these schedules in the
forepart of the filing at the
         onset of Part I. Also, revise the consolidating worksheets to disclose
the Parent's
         investments in subsidiaries as well as any intercompany receivable and
payables between
         the parent and subsidiary and the WFOE and VIE in a separate line
item. Provide a clear
         description of each line item rather then including such amounts in
other assets and other
         liabilities. Similarly, separately disclose the Parent's income from
its subsidiaries and any
         income earned and expenses paid between the WFOE and VIE with a clear
description of
         each line item.
6.       We note your revised disclosures in response to prior comment 6.
Please further revise
         your Overview discussion to 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 and/or the consolidated VIE, to the parent
company and U.S.
         investors as well as the ability to settle amounts owed under the VIE
agreements. Provide
         cross-references to the condensed consolidating schedule and the
consolidated financial
         statements.
 Zhixin Liu
FirstName
Datasea Inc.LastNameZhixin Liu
Comapany
April       NameDatasea Inc.
       13, 2022
April 313, 2022 Page 3
Page
FirstName LastName
7.       Please address the following as it relates to the chart provided in
response to prior
         comment 6:
             Tell us the purpose of the $1.36 million cash investment from
DataSea to the VIE and
             then from the VIE to the WFOE. Explain why DataSea did not
transfer the funds
             directly to its wholly-owned indirect subsidiary, Tianjin
Information.
             Where you refer to "repayment" in the chart, clarify what the
repayments represent.
             In this regard, explain whether these are payments made pursuant
to the terms of the
             VIE agreements. Also, tell us what is meant by trademark lease and
software trading.
8.       We note your response to prior comments 7 and 8 where you refer to
your disclosures in
         the Cautionary Note. Please revise to also include these disclosures
in the Overview
         discussion beginning on page 1. In this regard, we note that your
proposed revised
         disclosures in Part I of Appendix A address part, but not all, of our
prior comments.
         Please further revise your Part I disclosures to address the risks
related to both the
         HFCAA and the Accelerating HFCAA. Disclose whether your auditor is
subject to
         determination and provide a cross-reference here to your risk factor
disclosures where you
         discuss the HFCAA and Accelerating HFCAA in further detail. In
addition, address how
         recent statements and regulatory actions by China   s government, such
as those related to
         the use of variable interest entities and 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. Lastly, for each of the risk
discussed in Part I,
         provide a specific cross-reference to the detailed risk factor.
9.       We note your response to prior comment 9 and your proposed revised
disclosures. Please
         address the following in Part I of the filing:
             Revise to clarify whether Datasea's subsidiaries are subject to
cybersecurity review
             with the CAC. In this regard, your proposed disclosures only
address whether
             Datasea or the VIE and its subsidiaries are subject to such
review.
             Revise to disclose each permission or approval that you, your
subsidiaries or the VIE
             are required to obtain from the Chinese authorities to operate
your business and
             specifically address the ability to operate through contractual
arrangements with the
             VIE.
             Explain further to us why Order 32 is no longer applicable to your
products.
             Disclose whether you relied on the opinion of counsel in
determining that
             permissions and approvals were not necessary and, if so, identify
counsel and file a
             consent. If you did not rely on counsel, explain why you did not
consult counsel and
             why you believe you do not need any permissions or approvals.
             Provide a specific cross-reference to the more detailed risk
factor disclosures
             addressing these rules and regulations.
 Zhixin Liu
FirstName
Datasea Inc.LastNameZhixin Liu
Comapany
April       NameDatasea Inc.
       13, 2022
April 413, 2022 Page 4
Page
FirstName LastName
VIE Agreements, page 23

10.      We note your response to prior comment 4. Please address the following
as it relates to
         your proposed revised disclosures on page 24 of Appendix A:
             Explain your statement that Shuhai Beijing's "affiliation" is
managed through VIE
             agreements and your reference to such agreements providing
"indirect affiliation" or
             revise.
             You state that the VIE agreements may not be as effective in
providing you "with
             equity ownership over Shuhai Beijing as direct ownership." Your
reference to equity
             ownership and direct ownership is unclear. If the intent of this
disclosure is to
             convey that you do not have any direct ownership in the VIE then
revise to clearly
             indicate as such or explain.
             You state that "Shuhai Beijing, as the VIE in China, does satisfy
for consolidation of
             the VIE under U.S. GAAP, and Datasea, due to the contract
arrangements, is the
             primary beneficiary of the VIE for accounting purposes." Please
revise to clarify that
             you consolidate the VIE as a primary beneficiary through the
contractual agreements
             between Tianjin Information, an indirect subsidiary of DataSea and
Shuhai Beijing,
             the VIE. Also, refrain from implying that the contractual
agreements are equivalent
             to equity ownership in the business of the VIE. Any references to
control or benefits
             that accrue to you because of the VIE should be limited to a clear
description of the
             conditions you have satisfied for consolidation of the VIE under
U.S. GAAP.
Item 1A. Risk Factors, page 49

11.      We note your proposed revised disclosures in response to prior comment
10. While we
         note that you refer to the Accelerating HFCAA in the first paragraph
of this risk factor, a
         similar reference should be made to the bolded introductory header.
Similarly, where you
         refer to potential delisting in the closing paragraph, you should also
discuss the
         Accelerating HFCAA. In addition, your disclosures should discuss the
fact that the
         Commission adopted rules to implement the HFCAA and that, pursuant to
the HFCAA,
         the PCAOB has issued its report notifying the Commission of its
determination that it is
         unable to inspect or investigate completely accounting firms
headquartered in mainland
         China or Hong Kong. Please revise.
12.      We note your proposed revised disclosures in response to prior comment
12 where you
         indicate that since you do not have personal information for over one
million users and do
         not anticipate collecting information for over one million users in
the future, you do not
         believe you are subject to the draft Measures for Cybersecurity
Censorship. Please revise
         to clarify whether this determination also relates to Datasea's
subsidiaries as you currently
         only address DataSea and the VIE and its subsidiaries. Tell us whether
your reference to
         the "draft" measures is to the Cybersecurity Review Measures of 2021.
If so, revise to
         refer to the 2021 Measures and disclose that such measures became
effective on February
         15, 2022. Alternatively, explain further, and revise your disclosures
to clarify, what draft
         Measures you are referring to. In your response, please provide us
with your proposed
 Zhixin Liu
Datasea Inc.
April 13, 2022
Page 5
         revised disclosures for this risk factor. In this regard, it is
unclear if the information in
         your response is intended to replace the current risk factor
disclosures on page 64 or if
         they are in addition to existing disclosures.
       You may contact Joyce Sweeney, Senior Staff Accountant at (202) 551-3449
or Kathleen
Collins, Accounting Branch Chief at (202) 551-3499 if you have questions.



FirstName LastNameZhixin Liu                                      Sincerely,
Comapany NameDatasea Inc.
                                                                  Division of
Corporation Finance
April 13, 2022 Page 5                                             Office of
Technology
FirstName LastName