SecProbe.io

December  24, 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. 2 to Registration Statement on Form S -1
Filed December 12 , 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.

Dilution, page 15

1. You indicate in the paragraph immediately preceding your dilution table that this table
sets forth your dilution as if the offering occurred on November 30, 2014.  However, the
amounts seen in this table continue to present your dilution as if the offeri ng occurred on
August 31, 2014.  Please update all amounts in this table to present your dilution as of
November 30, 2014.

Description of Business, page 22

2. We note your revised disclosure that you “have generated $8,200 in revenues from
selling of our fi rst car which was purchased for $7,000.”  Please revise your disclosure to
clarify, if true, that you purchased a car for $7,000, which you then sold for $8,200.

Mr. Beken Aitbaev
AB International Group Corp.
 December  24, 2014
 Page 2

 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 disclosure, they are re sponsible 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 statement from the compan y
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.

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 20 2-551-3832 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.