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 January 30, 2026

Marcus Johnson
Chief Executive Officer
AI Technology Group Inc.
50 W Liberty St.
Suite 880
Reno, NV 89501

 Re: AI Technology Group Inc.
 Amendment No. 1 to Registration Statement on Form 10-12G
 Filed on October 3, 2025
 File No. 000-50739
Dear Marcus Johnson:

 We have reviewed your filing and have the following comments.

 Please respond to this letter 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 a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response and any amendment you may file in response
to this letter,
we may have additional comments.

Amendment No. 1 to Registration Statement on Form 10-12G Filed on October 3,
2025
General

1. We note your response to our prior comment 3 and reissue in full. We
note you have not
 provided all of the information required by Form 10. Please revise your
registration
 statement to comply with the requirements of Form 10, including, but not
limited to, the
 below items.
 Please revise your registration statement throughout to clearly
describe the business
 of AVM.
 Please revise to clearly describe the material terms of the merger
agreement.
 Please revise your disclosure to describe your plan of operations
for the next 12
 months. In this regard, please disclose any significant steps that
must be taken or any
 significant future milestones that must be achieved in order to
accomplish your
 objectives, including your anticipated timeline and expenditures for
these events.
 Form 10 requires that various exhibits, including material
agreements, must be filed
 January 30, 2026
Page 2

 as exhibits, including, but not limited to, all amendments to your
articles of
 incorporation and by-laws.
Item 1. Description of Business, page 3

2. We note from your Form 8-K filed on January 14, 2026, that AVM has
recommenced its
 FDA Phase 2 clinical trial of AVM0703. Please revise your discussion of
AVM0703 to
 describe the status of your approval efforts to date. To the extent you
have yet to conduct
 certain trials or studies required as a prerequisite to preparing
AVM0703 for FDA
 approvals, please revise your disclosure to clarify. Describe all
material steps you will
 need to complete before the company can obtain FDA approval.
3. Please revise to disclose whether you have filed INDs with the FDA for
AVM0703, and
 if so, disclose the date the IND was filed and whether it is still
active.
4. Please clarify the steps that remain prior to the commercialization of
AVM0703 and, if
 additional funding is required prior to commercialization, please
clarify the amount and
 sources of funds.
AVM - AI Technology Group definitive agreement: Key Points, page 3

5. We have reviewed your response and noted the revisions to the
disclosures related to our
 prior Comment 4. However, your argument does not sufficiently support
the conclusion
 that historical financial statements of AVM and pro forma financial
statements are
 unnecessary. We acknowledge that the closing of the proposed transaction
and the level
 of assurance regarding its completion are not the sole determinants of
probability.
 Nevertheless, the following factors appear inconsistent with your
conclusion that the
 transaction was not probable:
 the level of prominence given to the transaction within the
registration statement;
 investment commitments to date (e.g., Tranche 1 and Tranche 2);
 the issuance of 27,958,695 shares of restricted stock to BioMed 360
on October 7,
 2025; and
 closing of this proposed transaction is subject to conditions
customary for
 transactions of this type.
 Please revise your filing to include the historical financial statements
for AVM and pro
 forma financial statements illustrating the effects of this transaction.
Refer to Rule 3-05,
 Rule 8-04, Rule 8-05, and Article 11 of Regulation S-X for guidance.
6. We note your response to the second bullet point in prior comment 4,
indicating that the
 acquisition of AVM will be accounted for as a business combination under
ASC 805
 using the acquisition method. Under this approach, you will recognize
the identified
 assets acquired and liabilities assumed at fair value, with any
resulting goodwill or
 bargain purchase gain recorded in accordance with ASC 805-30. We also
note your
 disclosure in Form 10-Q that, on October 7, 2025, you issued 27,958,695
restricted
 common shares to the shareholders of Biomed360 the sole shareholder of
AVM as
 part of the definitive agreement entered into on August 1, 2025 with
Biomed360 and
 AVM regarding the Company s acquisition of AVM. It appears that the
issuance of
 these shares to Biomed360 s shareholders resulted in a change in
control of the
 Company. In this regard, please explain your consideration of ASC 805-40
and clarify
 January 30, 2026
Page 3

 why the acquisition of AVM would not be classified as a reverse
recapitalization.
 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 Stephany Yang at 202-551-3167 or Hugh West at
202-551-3872 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Sarah Sidwell at 202-551-4733 or Evan Ewing at 202-551-5920 with any
other
questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
cc: Ronald S. McIntyre
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