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DongFang City Holding
Group Company Limited

60 Cutter Mill Rd, Suite 611

Great Neck, NY 11021

April 24, 2023

    Re:
    DongFang City Holding Group Company Limited
 Responses to the Staff’s Comments dated April 10, 2023 on the Form 10-K for the Fiscal Year Ended October 31, 2021 Response dated March 16, 2023 File No. 000-56120

Isaac Esquivel

Shannon Menjivar

Division of Corporation Finance

Office of Real Estate & Construction

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Dear Mr. Esquivel and Ms. Menjivar,

This letter sets forth our
responses to the comments of the Staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
contained in the letter from the Staff to DongFang City Holding Group Company Limited (the “Company”) dated April 10,
2023 regarding the Company’s annual report on Form 10-K for the fiscal year ended October 31, 2021 filed with the Commission on
January 28, 2022 (the “Form 10-K”). The Staff’s comments are repeated below in bold and are followed by the Company’s
responses thereto. All capitalized terms used but not defined in this letter shall have the meaning ascribed to such terms in the Form
10-K.

*       *       *       *

Response dated March 16, 2023

Item 1. Business, page 1

 1. We note your response to comment 2. Please expand your disclosure to address the legal and operational
risks associated with Mr. Wei Li’s significant ties with China, even if he is not based there. Additionally, please revise to disclose
whether and how the Holding Foreign Companies Accountable Act, as amended by the Consolidated Appropriations Act, 2023, and related regulations
will affect your company.

In response to the Staff’s comment
for expanding our disclosure to address the legal and operational risks associated with Mr. Wei Li’s significant ties with China,
even if he is not based there, we respectfully advise the Staff that the requested disclosures were included in our response to comment
1 of our Response dated March 16, 2023, which will be included in the forepart of the business section in our future Form 10-K, subject
to such updates and adjustments to be made in connection with any material developments of the subject matter being disclosed.

“[…]

Even if Mr. Wei Li is not based
in China, his significant ties to China may make us a less attractive partner to a non-China or non-Hong Kong based target company. We
are a shell company, and we have no operation since inception. We have not selected any specific business combination target and we have
not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target.
We do not restrict our potential candidate target companies to any specific business, industry or geographical location and, thus, may
acquire a target company in any jurisdiction. If we were to undertake a business combination with a China based business, any target for
a business combination may conduct operations through subsidiaries in China. The legal and regulatory risks associated with doing business
in China discussed in this annual report may make us a less attractive partner in a business combination than other special purpose
acquisition companies that do not have any ties to China. As such, our ties to China may make it harder for us to complete a business
combination with a target company without any such ties.

[…]”

In response to the Staff’s comment
for revising to disclose whether and how the Holding Foreign Companies Accountable Act, as amended by the Consolidated Appropriations
Act, 2023, and related regulations will affect us, we respectfully propose to include the following disclosure in the forepart of the
business section in our future Form 10-K per the blacklining shown below (with deletions shown in strikethrough and additions in underline),
subject to such updates and adjustments to be made in connection with any material developments of the subject matter being disclosed.

“The Holding Foreign
Companies Accountable Act, or the HFCAA, was enacted on December 18, 2020 and amended by the Consolidated Appropriations Act, 2023 signed
into law on December 29, 2022. The amended HFCAA states if the SEC determines that we have filed audit reports issued by a registered
public accounting firm that has not been subject to inspection by the PCAOB for two consecutive years, the SEC shall prohibit our shares
from being traded on a national securities exchange or in the over-the-counter trading market in the United States. The Consolidated Appropriations
Act, 2023 reduced the number of consecutive non-inspection years required for triggering the prohibitions under the HFCAA from three years
to two years. Additionally, as more stringent criteria have been imposed by the SEC and the PCAOB, recently, our securities
may be prohibited from trading on or delisted from a national exchange if our auditor cannot be inspected by the PCAOB for three consecutive
years beginning in 2021 (or two consecutive years if the Accelerating Holding Foreign Companies Accountable Act is enacted). If
we decide to consummate our business combination with a target business based in and primarily operating in China, auditors of the combined
company and their work papers may be located in China, a jurisdiction where the PCAOB has been unable to conduct inspections without the
approval of the PRC authorities. However, we will not conduct a business combination with a target company that has an auditor that PCAOB
is unable to inspect for two consecutive years beginning in 2021 at the time of our business combination, and will not engage an auditor
following a business combination that PCAOB is unable to inspect for two consecutive years beginning in 2021, which requirements will
be included as a condition to closing our business combination. Nevertheless, if applicable laws, regulations or interpretations change
that prevent any such auditor from being inspected by the PCAOB in the future, we may suffer adverse consequences including the delisting
of our securities. Jack Shama CPA, who audited our financial statements included in our Form 10-K for the fiscal year ended October 31,
2021, was not subject to that determination, and we are not listed by the SEC as a Commission-Identified Issuer under the HFCA Act following
the filing of our annual report for the fiscal year ended October 31, 2021. Our current independent accounting firm, [KG
CPA LLP], whose audit report is to be included in this annual report on Form 10-K, is headquartered in [New
York], and was not included in the list of PCAOB Identified Firms in the PCAOB December Release, neither.”

    2

Furthermore, we respectfully propose
to include the following disclosure under Item 1A in our future Form 10-K per the blacklining shown below (with deletions shown in strikethrough
and additions in underline), subject to such updates and adjustments to be made in connection with any material developments of the subject
matter being disclosed.

“Our securities
may be prohibited from being traded on a national securities exchange or through any other method that is within the jurisdiction of the
SEC to regulate, including through over-the-counter under the Holding Foreign Companies Accountable Act if the PCAOB is unable to inspect
our auditors.

Pursuant to the Holding
Foreign Companies Accountable Act, or the HFCA Act, if the SEC determines that a company has filed audit reports issued by a registered
public accounting firm that has not been subject to inspection by the PCAOB for two consecutive years, the SEC will prohibit such securities
from being traded on a national securities exchange or through any other method that is within the jurisdiction of the SEC to regulate,
including through over-the-counter. Pursuant to the Holding Foreign Companies Accountable Act, or the HFCAA, which was signed
into law on December 18, 2020 and amended by the Consolidated Appropriations Act, 2023 signed into law on December 29, 2022, if the SEC
determines that we have filed audit reports issued by a registered public accounting firm that has not been subject to inspection for
the PCAOB for two consecutive years, the SEC will prohibit our shares from being traded on a national securities exchange or in the over-the-counter
trading market in the United States. The Consolidated Appropriations Act, 2023 reduced the number of consecutive non-inspection years
required for triggering the prohibitions under the HFCAA from three years to two years.

On December 16, 2021, the PCAOB
issued a report to notify the SEC of its determination that the PCAOB was unable to inspect or investigate completely registered public
accounting firms headquartered in mainland China and Hong Kong. Jack Shama CPA, who audited our financial statements included in our Form
10-K for the fiscal year ended October 31, 2021, was not subject to that determination, and we are not listed by the SEC as a Commission-Identified
Issuer under the HFCA Act following the filing of our annual report for the fiscal year ended October 31, 2021. Our current independent
accounting firm, [KG CPA LLP], whose audit report is to be included in this annual report on
Form 10-K, is headquartered in [New York], and was not included in the list of PCAOB Identified
Firms in the PCAOB December Release, neither. On December 15, 2022, the PCAOB removed mainland China and Hong Kong from the list of jurisdictions
where it is unable to inspect or investigate completely registered public accounting firms.

Each year, the PCAOB will determine
whether it can inspect and investigate completely audit firms in mainland China and Hong Kong, among other jurisdictions. If the PCAOB
determines in the future that it no longer has full access to inspect and investigate completely accounting firms in mainland China and
Hong Kong and we use an accounting firm headquartered in one of these jurisdictions to issue an audit report on our financial statements
filed with the SEC, we would be identified as a Commission-Identified Issuer following the filing of the annual report for the relevant
fiscal year. In accordance with the HFCA Act, our securities would be prohibited from being traded on a national securities exchange or
in the over-the-counter trading market in the United States if we are identified as a Commission-Identified Issuer for two consecutive
years in the future. If our securities are prohibited from trading in the United States, there is no certainty that we will be able to
list on a non-U.S. exchange or that a market for our shares will develop outside of the United States. A prohibition of being able to
trade in the United States would substantially impair your ability to sell or purchase our securities when you wish to do so, and the
risk and uncertainty associated with delisting would have a negative impact on the price of our securities. Also, such a prohibition would
significantly affect our ability to raise capital on terms acceptable to us, or at all, which would have a material adverse impact on
our business, financial condition, and prospects.

    3

Mr. Wei Li, our Chief Executive
Officer and Chief Financial Officer, is a China National. Considering: (i) we are a corporation incorporated in the State of Delaware;
(ii) our principle executive office is located in Kuala Lumpur, Malaysia; (iii) since the inception, the Company has been in the development
stage and has conducted virtually no business operations, other than organizational activities and preparation of its periodic filing
documents; (iv) the Company currently has no full-time employee and owns no real estate or personal property, nor any subsidiaries in
any jurisdiction, we believe that we are not one of the China-based companies that are based in or that have the majority of their operations
in the People’s Republic of China. But we cannot assure you that the regulators in China or the U.S. will share the same view as
ours.

Furthermore, if we effect our
business combination with a business located in the PRC and if our new auditor is located in China, with operations in and which performs
audit operations of registrants in China, a jurisdiction where the PCAOB has been unable to conduct inspections without the approval of
the Chinese authorities, the work of our new auditor as it relates to those operations may not be inspected by the PCAOB. Although we
do not have a plan to conduct a business combination with a target company that has an auditor that PCAOB is unable to inspect, and will
not engage an auditor following a business combination that PCAOB is unable to inspect, we can offer no assurance that we will be able
to retain an auditor that would allow us to avoid a trading prohibition for our securities under the HFCA Act. If our securities are delisted
and prohibited from being traded on a national securities exchange or in the over-the-counter trading market in the U.S. due to the PCAOB
not being able to conduct inspections or full investigations of our auditor, it would substantially impair your ability to sell or purchase
our securities when you wish to do so, and the risk and uncertainty associated with potential delisting and prohibition would have a negative
impact on our ability to complete a business combination.

Inspections of audit firms that
the PCAOB has conducted have identified deficiencies in those firms’ audit procedures and quality control procedures, which may
be addressed as part of the inspection process to improve future audit quality. If the PCAOB were unable to conduct inspections or full
investigations of the Company’s auditor, investors in our securities would be deprived of the benefits of such PCAOB inspections.
In addition, the inability of the PCAOB to conduct inspections or full investigations of auditors would may make it more difficult to
evaluate the effectiveness of the Company’s independent registered public accounting firm’s audit procedures or quality control
procedures as compared to auditors that are subject to the PCAOB inspections, which could cause investors and potential investors in our
stock to lose confidence in the audit procedures of our auditor and reported financial information and the quality of our financial statements.”

    4

 2. We note your response to comment 3. Please expand your disclosure in the forepart of the business section
to discuss the risks that Mr. Wei Li having significant ties with China poses to investors. Additionally, please expand your risk factor
disclosure in response to comment 3 to discuss, if applicable, the risk that the Chinese government may intervene or influence your operations
at any time.

In response to the Staff’s comment
for expanding our disclosure to discuss the risks that Mr. Wei Li having significant ties with China poses to investors, we respectfully
propose to include the following disclosure in the forepart of the business section in our future Form 10-K per the blacklining shown
below (with deletions shown in strikethrough and additions in underline), subject to such updates and adjustments to be made in connection
with any material developments of the subject matter being disclosed.

“Mr. Wei Li, our sole
shareholder, Chief Executive Officer, and Chief Financial Officer, is a China National. His significant ties with China may subject us
to We are also subject to other risks and uncertainties about any future actions of the PRC government, which may
result in a material change in operations of a target business. The PRC government may also intervene or influence our operations at
any time by adopting new laws and regulations. Furthermore, the PRC government has recently indicated an intent to exert more oversight
and control over overseas securities offerings and other capital markets activities and foreign investment in China-based companies. PRC
laws and regulations are somet