SecProbe.io

CORRESP
1
filename1.htm

KEMIAO GARMENT HOLDING GROUP

6910 S. Cimarron
Rd.

Suite 240

Las Vegas, NV
89114

January 8, 2020

Gregory Dundas

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Kemiao Garment Holding Group

    Form 10-12(g)

    File No. 000-56086

    Filed August 27, 2019

Dear Mr. Dundas:

Set forth below are the responses of Kemiao
Garment Holding Group, a Nevada corporation (“Kemiao” “we,” “us,”
“our” or the “Company”), to the comments received from you, the Division of
Corporation Finance of the U.S. Securities and Exchange Commission (the “SEC”) by emailed letter,
dated September 23, 2019, with respect to (i) our Form 10-12(g) filed on August 27, 2019. The responses provided
below are numbered to correspond to the your comments, which have been reproduced and emboldened herein for ease of reference.

Item 1. Business, page 2

1.        We note that
you have no current operations and your only business plan is to look for opportunities to engage in a merger or acquisition with
an unidentified company or companies. Please identify yourself as a blank check company and provide a definition of the term blank
check company. We refer you to the definition found in Rule 419 of the 1933 Securities Act. Revise your disclosure throughout to
clarify that all your business plans are aspirational. For example, on page 3, you state that "we are a technology-based company
that uses ecology and integration to promote its clothing and agriculture industries." Revise all such language to avoid the
impression that you have current operations. Avoid identifying yourself as "a technology-based company," unless you can
explain how your business plans could integrate technology into the clothing and agriculture industries in a major way and would
be feasible with your lack of funding.

      1

Response:

The Company will expand this disclosure to clarify
the nature of its business plan is apirational and identify ourselves as a blank check company. The Company proposes to revise
the relevant disclosure in the following manner:

Revising language throughout the Form
10-12(g) to clarify that we have no operations and inserting the following comment in the Introductory Comment section:

 · Kemaio Garment Holding Group is a Blank Check Company under Rule 419 of the Securities Act of 1933. The term ‘blank check
company” means that we are a development stage company and have no specific business plan or purpose or has indicated that
is business plan is to engage in a merger or acquisition with an unidentified company companies, or other entity or person. A blank
check company:

 · (i) Is a development stage company that has no specific business plan or purpose or has indicated that its business plan is
to engage in a merger or acquisition with an unidentified company or companies, or other entity or person; and

 · (ii) Is issuing “penny stock,” as defined in Rule 3a51-1 under the Securities Exchange Act of 1934.

2.         Disclose why your management is focusing on acquiring businesses in the specific clothing and agriculture industries you
discuss and whether management has any experience in these industries.

Response:

Revised Item 1(a).
The Company is moving in a new direction, statements made in regards to our business plan
are forward looking statements and we have no history of performance. Current management does not have any experience in
these industries but is actively looking for a suitable person to incorporate into the management team.

We feel that our business
plan addresses the need for additional development in the clothing and agricultural industries.

According
to The Food and Agriculture Organization of the United Nations (http://www.fao.org/china/fao-in-china/china-at-a-glance/en/),
China’s modern agriculture is witnessing growing size of operating entities –
robust development of specialized farmers’ cooperatives, and steady development of moderate-scale operations in various
forms. In addition, 130 million farm households will benefit from industrialized organization in agriculture. AIVI feels that
the agriculture is a growing market and the company can benefit from the opportunities that China has to offer.

In addition to
agriculture, the need for quality clothing has increased along with the rapid growth in China. According to the World Bank Organization
(https://www.worldbank.org/en/country/china/overview), China has had a remarkable period of rapid growth shifting from
the centrally planned to a market based economy. Today China is an upper middle-income country that has complex development needs.

      2

3.         Disclose the
status of your prior business operations, including the company's Hong Kong and PRC subsidiaries. Discuss your potential liabilities
related to the prior business.

Response:

Revised Item 1(a). Business operations
for Aivtech International Group Co and its subsidiaries were abandoned by former management and a custodianship action, described
in the subsequent paragraph, was commenced in 2016. The Company filed its last 10Q in 2011 and this financial report included
liabilities and debts. As of the date of this filing, these liabilities and debts have not been addressed and remain on the Company’s
books.

 4.         Disclose and quantify the expenses and outstanding liabilities of the company that Bryan Glass paid in his capacity as custodian.

Response:

  Revised Item 1(a) Business. Added language to include the breakdown of expenses paid by Mr. Glass.

Business, page 4

5.         We
note your disclosure that you have not yet entered "into any definitive agreement with potential merger or acquisition candidates."
In your risk factors disclosure you discuss the impact fluctuation in the price of raw materials and the effect that would have
on the manufacture of your core products. You also discuss demand for your liquid compound fertilizer and disclose that variations
in weather conditions may have an adverse effect on its application. To help us better understand your disclosure, tell us if you
have identified potential acquisitions and share your assessment as to whether any of those acquisitions are probable.

Response:

Revised statement to include the following
language: As of the time of this filing, the Company has not identified any potential acquisitions.

Competition, page 5

6.        You state that
you "compete in markets where clothing fashion and agriculture is regulated." Revise to disclose in which markets you
expect to compete and the general nature of such regulations.

Response:

Revised statement
to include the following language: we expect to compete in the retail clothing market; this will be accomplished through the
acquisition of companies that design and manufacture both adult and children’s clothes. The National General Safety
Technical Code for Textile Products developed safety regulations for textiles sold in China. These regulations include
testing and compliance to assure our clothes and decorative textiles sold in China meet the industry standard requirements
to control hazardous substances in textile products, improve textile product quality, ensure people's basic safety and
health and to enforce the general safety and technical specifications.

We also expect to
compete in the agriculture market; this will be accomplished through the acquisition of companies that practice farming, including
the growing of crops and the rearing of animals to provide food, wool, and other products. The agriculture industry is regulated
by the Ministry of Agriculture and Rural Affairs of the People’s Republic of China. The regulations include testing
for overuse of pestisides, testing for harmful or poisonous substances in excess of the prescribed standards in animals and
fish, and testing of water used for agricultural production and the solid wastes used as fertilizers.

      3

Compliance
with these standards will increase development costs and the cost of products sold in the retail market. In turn, we may not
be able to meet the competitive price point dictated by the market and our competitors.

Again,
these are forward looking statements and not an indication of past performance. There is no guarantee that we will acquire
such companies and have no merger candidates as of the time of this filing.

Item 1A. Risk Factors, page 6

7.         You
refer repeatedly to specific aspects of your business which you have not discussed in the Business section. For example, you refer
at the bottom of page 6 to "raw materials that we use in the manufacture of our products" and at the top of page 7 to
"our organic liquid compound fertilizer products." Please delete such details or explain how you are certain what products
you will be producing when you are at present merely in the process of looking for merger partners.

Response:

Revised
the language on page 6, and throughout the remaining document, to include that the company has no operations and deleted any
language that discussed specific aspects of the business.

8.        Please discuss
the risk that, because the officers and directors reside outside the United States, investors may have limited legal recourse against
them including difficulties in enforcing judgments made against them by U.S. courts.

Response:

Added the following statement: Our
officers and directors reside outside the United States, investors may have limited legal recourse against them including difficulties
in enforcing judgments made against them by U.S. courts. There is neither treaty nor any reciprocal arrangement between
China and the United States regarding recognition or enforcement of civil judgments.

9.        Provide a risk
factor that discusses the specific resale limitations of Rule 144(i) on your shares.

Response:

Revised the Risk Factor section
to include the following:

Resale limitations of Rule 144(i)
on your shares

According to the Rule 144(i), Rule 144 is not available
for the resale of securities initially issued by either a reporting or non-reporting shell company. Moreover, Rule 144(i)(1)(ii)
states that Rule 144 is not available to securities initially issued by an issuer that has been “at any time previously”
a reporting or non-reporting shell company. This broad language of Rule 144(i)(1)(ii) prohibits shareholders from utilizing
Rule 144 to sell their shares in a company that at any time in its existence was a shell company. However, according to Rule
144(i)(2), an issuer can “cure” its shell status.

      4

To
“cure” a company’s current or former shell company status, the conditions of Rule 144(i)(2) must be
satisfied regardless of the time that has elapsed since the public company ceased to be a shell company and regardless of
when the shares were issued. The availability of Rule 144 for resale of shares issued while the company is a shell company or
thereafter may be restricted even after the expiration of the one-year period since it filed its Form 10 information if the
company is not current on all of its periodic reports required to be filed within the SEC during the 12 months before the
date of the shareholder’s sale. This means the company must file all 10-Qs and 10K for the preceding 12 months and
since the filing of the Form 10, or Rule 144 is not available for the resale of securities.

There can be no assurance that we will successfully consummate
a business combination . . . , page 8

10.       You refer here
to the possibility of internally developing a business instead of, or in addition to, consummating one or more business combinations.
Please revise your Business disclosure to discuss this part of your business plan.

Response:

Revised the statement and deleted “internally”.
The Company plans to acquire businesses that are already operational and will not internally develop its business.

We will incur increased costs as a result of becoming a reporting
company . . . , page 8

11.      Please
revise to quantify your expected additional costs in connection with becoming a reporting company.

Response:

Revised statement to include “The expenses incurred
for filing periodic reports and implementing disclosure controls and procedures may be as high as $70,000 USD annually.”
I based my numbers on my experience with retaining accountants, auditors and internal hours working on disclosure controls
and procedures.

Management's Discussion and Analysis or Plan of Operation,
page 13

12.       Provide a fuller
discussion of the steps you plan to take to implement your plan of operation. In your discussion, quantify the amount of funding
you anticipate requiring to meet your reporting obligations and to pursue your business plan for at least the next twelve months.
Discuss your plans to raise the necessary funds.

Response:

Added the following to Page 13:

If we do not consummate a merger
or other transaction with another business, our cash requirements for the next twelve months are relatively modest, principally
legal expenses, accounting expenses, government regulatory expenses and other expenses relating to making filings required
under the Exchange Act, which should not exceed $70,000

At present, the senior managers
of Kemiao Garment Holding Group are not compensated for their services. The Company plans to acquire operating entities and
issue Company stock for these acquisitions. This will further dilute current shareholders. In addition, the Company may seek
shareholder financing. In consideration for shareholder financing, the Company may issue notes and incur additional long
term liabilities.

We might not be successful in implementing
and maintaining controls and procedures that comply with these requirements. If we fail to maintain an effective internal control
environment or to comply with the numerous legal and regulatory requirements imposed on public companies, we could result
in a loss of public confidence in the reliability of our financial statements and sanctions imposed on us by the SEC.

      5

13.       Remove your
discussion of the results of operations of Neon Bloom, Inc. for the years ended December 31, 2017 and 2016 and discuss the company's
results of operations for the required periods.

Response:

Removed discussion of operations
for Neon Bloom, Inc. and replaced with “Results of Operations for Kemiao Garment Holding Group —Comparison of the
Years Ended December 31, 2018 and 2017.” All other financials information is correct for Kemiao.

Item 4. Security Ownership of Certain Beneficial Owners
and Management, page 15

14.
You disclose in footnotes 2 and 3 to the beneficial ownership table that Yufang Zhu owns 3,000,000 Preferred shares
entitled to 20 votes per share and 200,000 Preferred A shares entitled to 500 votes per share, giving Mr. Zhu voting control of
the company. However, you disclose on page 12 that "10,000,000 shares of Preferred Stock are authorized and 0 shares are
outstanding," you disclose on page 18 that "[a]t this time there are no designated classes of Preferred Stock,"
and there is no disclosure of the issuance of preferred stock in any other location in your registration statement, including
in your financial statements. Please advise and file your articles of incorporation as an exhibit.

Response:

Item 4 has been corrected to read, “Kemiao Garment
Holding Group is controlled by Yufang Zhu,ownership of thirty six million (36,000,000) shares of restricted common stock”.
There are no Preferred shares issued or outstanding. Articles of Incorporation citing the Preferred Stock designation are
attached.

15.       Please identify
the natural person or persons that have voting or investment control of the shares beneficially owned by World Capital Holding
Ltd and Guo Jin Tong Investment (HK) Ltd.

Response:

Revised footnote information to include the natural persons
in control of World Capital Holding Ltd and Guo Jin Tong Investment (HK