SecProbe.io

December  4, 2014

Via Email
Mr. Beken Aitbaev
AB International Group Corp.
Frunze Street 176,
Issikatinskiy D istrict, Milianfan,
Kyrgyzstan, 720000

Re: AB International Group Corp.
Amendment No. 1 to Registration Statement on Form S -1
Filed November 24 , 2014
  File No. 333 -199238

Dear Mr. Aitbaev :

We have reviewed your registration statement  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 this letter by amending your registration statement and providing the
requested information .  If you do not believe our comments apply to your facts and
circumstances or do no t 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.

General

1. We note your response to comment 1 in our letter dated November 4, 2014 and your
statements in support of the conclusion that your operations are more than nominal.
Without further information, the actions described do not fully allay our concern that
your compan y may be a shell company, particularly in light of the limited nature of your
assets and operations.  In particular, we note that although you have purchased one car
for resale, you have no other assets and you have yet to identify any customers or any
plan for selling the one car that you have purchased.  If there are additional factors that
you believe disqualify your company from being a shell company, please provide us with
your analysis of such factors.  In doing so, please discuss in more detail your day-to-day
operations.  Alternatively, please revise your disclosure throughout your filing to state
that you are a shell company as the operations you describe in your response appear to be
nominal.

Mr. Beken Aitbaev
AB International Group Corp.
 December  4, 2014
 Page 2

 Use of Proceeds, page 14

2. We note your response to comm ent 6 in our letter dated November 4, 2014 that you have
revised your filing to include an order of priority.  If you have listed your use of net
proceeds in the order of priority in which you intend to use them, please revise your
disclosure to state as m uch.

Management’s Discussion and Analysis of Financial Condition or Plan of Operation, page 16

Develop and Implement Marketing Strategy, page 19

3. We note your response to comment 7 in our letter dated November 4, 2014.  We reissue
our comment.  Please revise your disclosure to elaborate on Mr. Aitbaev’s contacts in the
automobile industry.

Description of Business, page 22

General, 22

4. We note your response to comments 9 and 10 in our letter dated November 4, 2014.  We
reissue our comments in part.  With respect to comment 9, you have not addressed the
statement you make about your ability to be profitable.  Further, with respect to
comm ents 9 and 10, it is unclear how you will finance the future purchase of cars “from
selling our cars” since you have only purchased one car to date.  Additionally, you have
stated that Mr. Aitbaev, who funded the purchase of your one car, is under no oblig ation
to lend you future funds.  Please revise to address how you will fund future purchases.  If
you are dependent on the proceeds from this offering for your short -term liquidity needs,
please state so.  If you are not certain how you will fund your long -term liquidity needs
and, as a result, have no ability to assess when you might be profitable, please state as
much.

Exhibit 5.1

5. We note your response to comment 15 in our letter dated November 4, 2014.  We reissue
our comment as it does not appear that  counsel has made the suggested revisions in
response to our comment.  Counsel’s opinion continues to refer to the transfer of shares
“by the holders thereof” and “those holders are identified in that registration statement,”
which suggests that you are re gistering a secondary transaction when, in fact, it appears
that you are registering a primary transaction.  Please ask counsel to revise his opinion
accordingly.

Mr. Beken Aitbaev
AB International Group Corp.
 December  4, 2014
 Page 3

 Exhibit 23.1

6. We note that your auditor previously provided a consent to the use of its audit report that
was dated October 7, 2014.  Given the extended period of time that has passed since this
consent was provided, please file an updated consent from your auditor.

We urge all persons who are responsible for the accuracy and adequacy of the  disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclo sure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending regist ration statement please provide  a written statemen t from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company  may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of  1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date o f the
registration statement.

Mr. Beken Aitbaev
AB International Group Corp.
 December  4, 2014
 Page 4

 You may contact Jennifer Thompson, Accounting Branch Chief, at 202 -551-3737 if you
have questions regarding comments on the financial statements and re lated matters.  Please
contact Michael Kennedy, Staff Attorney, at 202 -551-3832 or me at 202 -551-3720  with any
other questions.

Sincerely,

/s/ Mara L. R ansom

 Mara L. Ransom
Assistant Director

Cc: John Root, Jr., Esq.