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ESG Inc.

523 School House Road

Kennett Square, PA 19348

September 19, 2024

United States Securities and Exchange
Commission

Washington, DC 20549

Re: 	ESG Inc. Registration Statement on Form S-1

File No. 333-281681

Dear Sir or Madam:

We are in receipt of your letter dated September 3,
2024 and submit the following in response to your comments:

Registration Statement on Form S-1 Cover
Page

Comment 1. We note your disclosure that
the "offering will terminate on the date which is 270 days from the effective date of this prospectus, although [you] may close
the offering on any date prior if the offering is fully subscribed or upon the vote of [y]our board of directors." Please revise
your cover page to disclose the specific date that your best efforts offering will end, so that it is clear to investors when this offering
will terminate. Refer to Item 501(b)(8)(iii) of Regulation S-K for guidance.

Response 1. The Registration Statement
has been revised on the Cover Page and Page 59 to remove the language after “effective date of this prospectus” so that it
is clear to investors that the offering will terminate 270 days after the effective date of the prospectus.

Comment 2. Please revise your cover page
to include the information required under Items 501(b)(4) and (b)(5) of Regulation S-K.

Response 2. The phrase “on Pages
13 through 35” has been added to the Cover Page to address Item 501(b)(5). The language on Page 24 addressing Item 501(b)(4) has
been revised as shown below and also included on the Cover Page to provide the required information in bold:

Our Common Stock is not traded on any exchange,
either in the United States or on any foreign exchange. Instead, our Common Stock trades on the over-the-counter market (“OTC”),
which may deprive stockholders of the full value of their shares. Our Common Stock is quoted on OTC Pink Market Tier of OTCMarkets.com,
under the ticker symbol “ESGH”. Therefore, our Common Stock is expected to have fewer market makers, lower trading volumes,
and larger spreads between bid and asked prices than securities listed on an exchange such as the New York Stock Exchange or the NASDAQ
Stock Market. These factors may result in higher price volatility and less market liquidity for our Common Stock.

     -1-

Comment 3. We note your disclosure on
pages 9 and 26 that Mr. Zhi Yang, through DCG China Limited, is the beneficial owner of 83.53% of the issued and outstanding shares of
common stock of ESG Inc. and, as a result, your executive officers may be able to "elect or defeat the election of [y]our directors,
amend or prevent amendment to [y]our certificates of incorporation or bylaws, effect or prevent a merger, sale of assets or other corporate
transaction, and control the outcome of any other matter submitted to the shareholders for vote." Please revise your cover page
to disclose that Mr. Zhi Yang controls 83.53% of the issued and outstanding shares of the company's common stock and include a discussion
of the consequences. In this regard, you may include a cross-reference to your risk factor disclosure on page 26.

Response 3. The following language shown
on page 26 is now shown on the Cover Page as follows (and similar additional language has been added to the same paragraph on Pages 9
and 26):

As disclosed on Page 9, and Page 26, our CEO and
Director, Mr. Zhi Yang, beneficially owns and controls 83.53% of the Company’s Common Stock. Therefore, the interests of our officers
and directors may conflict with our outside stockholders, who may be unable to influence management and exercise control over our business.

On May 8, 2024, Mr. Zhi Yang, the Company's founder
and CEO transferred 14,000,000 shares of our common stock held in his name to DCG China Limited, ("DCG") a company
owned by his mother, Xiayun Zhou. As a director in DCG, Mr. Yang has voting control over DCG and is considered the beneficial owner of
DCG, and therefore no change in control occurred. Prior to the transfer, DCG owned 7,632,800 shares of common stock, and now owns a total
of 21,632,800, representing 83.53% of the issued and outstanding shares of common stock. As a result, Mr. Yang may be able to elect or
defeat the election of our directors, amend or prevent amendment to our certificates of incorporation or bylaws, effect or prevent a
merger, sale of assets or other corporate transaction, and control the outcome of any other matter submitted to the shareholders for
vote. Accordingly, our outside stockholders may be unable to influence management and exercise control over our business.

Comment 4. Please disclose prominently
on the cover page that you are not a Chinese operating company but a Nevada holding company with operations conducted by your subsidiaries.
Provide a cross-reference to your detailed discussion of risks facing the company and the offering as a result of your organizational
structure.

Response 4. The Cover Page has been revised
to reference these details and the following language was inserted (also shown below in response to Comment 5):

Risks Associated with Doing Business in China

Although ESG Inc. is a Nevada corporation, and
all of our officers and directors reside in the United States, the majority of our operations are conducted through subsidiaries that
are based in China. This corporate structure exposes the Company and its investors to certain legal and operational risks associated with
being based in or having the majority of the Company’s operations in China. Recent statements and regulatory actions by China’s
government, such as those related to the use of variable interest entities and data security or anti-monopoly concerns, may impact the
Company’s ability to conduct its business, accept foreign investments, or list on a U.S. or other foreign exchange. These risks
could result in a material adverse change in our operations and/or the value of the securities we are registering for sale or could significantly
limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of such securities to
significantly decline or be worthless. See “Risks Related to Doing Business in China” on Pages 16-23 under the “Risk
Factors” section for specific risks associated with doing business in China.

Comment 5. Provide prominent disclosure
on your cover page about the legal and operational risks associated with being based in or having the majority of the company’s
operations in China. Your disclosure should make clear whether these risks could result in a material change in your operations and/or
the value of the securities you are registering for sale or could significantly limit or completely hinder your ability to offer or continue
to offer securities to investors and cause the value of such securities to significantly decline or be worthless. Your disclosure should
address how recent statements and regulatory actions by China’s government, such as those related to the use of variable interest
entities and data security or anti-monopoly concerns, have or may impact the company’s ability to conduct its business, accept
foreign investments, or list on a U.S. or other foreign exchange.

Response 5. The Company has added the following
language to the Cover Page:

     -2-

Risks Associated with Doing Business in China

Although ESG Inc. is a Nevada corporation, and
all of our officers and directors reside in the United States, the majority of our operations are conducted through subsidiaries that
are based in China. This corporate structure exposes the Company and its investors to certain legal and operational risks associated with
being based in or having the majority of the Company’s operations in China. Recent statements and regulatory actions by China’s
government, such as those related to the use of variable interest entities and data security or anti-monopoly concerns, may impact the
Company’s ability to conduct its business, accept foreign investments, or list on a U.S. or other foreign exchange. These risks
could result in a material adverse change in our operations and/or the value of the securities we are registering for sale or could significantly
limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of such securities to
significantly decline or be worthless. See “Risks Related to Doing Business in China” on Pages 16-23 under the “Risk
Factors” section for specific risks associated with doing business in China.

Comment 6. Please prominently disclose
on your cover page whether your auditor is subject to the determinations announced by the PCAOB on December 16, 2021 and whether and
how the Holding Foreign Companies Accountable Act and related regulations will affect your company. In addition, disclose that trading
in your securities may be prohibited under the Holding Foreign Companies Accountable Act if the PCAOB determines that it cannot inspect
or investigate completely your auditor, and that as a result an exchange may determine to delist your securities.

Response 6. The Company has repeated the
disclosures shown on Pages 12 and 23, and has now also placed that language, in bold print, on the Cover Page:

Holding Foreign Companies Accountable Act ("HFCAA")

On December 18, 2020, the Holding Foreign
Companies Accountable Act ("HFCAA") became law. Among other things, the statute requires the SEC to identify public companies
that have retained a registered public accounting firm to issue an audit report where the firm has a branch or office that: (1) is located
in a foreign jurisdiction, and (2) the Public Company Accounting Oversight Board (“PCAOB”) has determined that it is unable
to inspect or investigate completely because of a position taken by an authority in the foreign jurisdiction.

Under the HFCAA, the PCAOB has the responsibility
for determining that it is unable to inspect or investigate completely a registered public accounting firm or a branch or office of such
a firm because of a position taken by an authority in a foreign jurisdiction.

The SEC may suspend trading of securities in companies
if the PCAOB is unable to inspect an auditor’s records for those foreign companies. However, our Auditor, QI CPA, LLC, an independent
registered public accounting firm headquartered in the United States, is not included in the determinations made by the PCAOB on December
16, 2021 in the Accelerating Holding Foreign Companies Accountable Act.

Our auditor is subject to PCAOB inspections and
has been inspected by the PCAOB on a regular basis. Therefore, although we operate in China, the Accelerating Holding Foreign Companies
Accountable Act and related regulations do not apply to our auditor, and trading in our securities will not be affected. If we subsequently
change auditors, we will choose another auditor headquartered in the United States.

     -3-

Comment 7. Clearly disclose how you will
refer to the holding company and subsidiaries when providing the disclosure throughout the document so that it is clear to investors
which entity the disclosure is referencing and which subsidiaries or entities are conducting the business operations. For example, disclose,
if true, that your subsidiaries conduct operations in China. Disclose clearly the entity (including the domicile) in which investors
are purchasing an interest.

Response 7. The Cover Page has been revised
to include the following language in bold:

This is a public offering of our common stock, par
value $0.001 per share. We are selling 5,000,000 shares of common stock in ESG Inc., which is a Nevada corporation operating as a holding
company.

ESG Inc. is a Nevada corporation, and all of its
officers and directors reside in the United States. Our common stock is quoted on the OTC Markets Pink Market Tier under the ticker symbol
“ESGH.” Although ESG Inc. operates our business through Chinese subsidiaries, no shares of our Chinese subsidiaries are offered
for sale.

Comment 8. Provide a description of how
cash is transferred through your organization and disclose your intentions to distribute earnings. State whether any transfers, dividends,
or distributions have been made to date between the holding company, its subsidiaries, or to investors, and quantify the amounts where
applicable. Provide a cross-reference to the consolidated financial statements. In this regard, you may provide a cross-reference to
your disclosure on page 7 detailing the process by which the Company will settle amounts owed under the WFOE structure.

Response 8. There is cash transferring between
ESG and AUFP and between AUMT and AUM, our operating subsidiaries in China. The following language has been inserted after on the
Cover Page:

How Cash Is Transferred Between ESG Inc. and Its
Subsidiaries

ESG entered into a Consulting Agreement
with AUFP on December 30, 2023 to provide mushroom spawn purchasing related services in the United States to AUFP, for a monthly fee
of $20,000. AUFP paid ESG Inc. $60,000 on January 18, 2024 for the first quarter, $60,000 on May 10, 2024 for the second quarter and
$60,000 on September 2, 2024 for the third quarter, for a total of $180,000. The Consulting Agreement is attached as an exhibit. All
these related party transactions have been eliminated in the preparation of quarterly consolidated financial statements. Transferring
cash between subsidiaries in China occurred when AUMT sold Phase III button mushroom compost to AUM at the market price in 2022 and 2023
and at cost in 2024. The revenue earned by AUMT when selling to AUM at market price totaled $3,604,169, in 2023, and,$3,814,879 in 2022.
S eparately, revenue earned by AUMT when selling to AUM at cost was $1,519,838 for the six months ended June 30 2024. All the transactions
have been eliminated in the preparation of consolidated financial statements.

The Company has no plans to distribute
earnings or dividends and no distributions have been made to date between ESG Inc. and its subsidiaries, or investors.

(According to GAAP, “Related party transactions
eliminated in the preparation of consolidated or combined financial statements are not required to be disclosed in those statements.”
We eliminated all the related party transactions, so there is no cross-reference in the financial statements and related notes.”)

Comment 9. Identify clearly the entity
in which investors are purchasing their interest and the entity(ies) in which the company’s operations are conducted.

Response 9. The following language has been inserted
on the Cover Page in response to this comment:

This is a public offering of our common stock, par
value $0.001 per share. We are selling 5,000,000 shares of common stock in ESG Inc., a Nevada corporation. ESG Inc.’s common stock
is quoted on the OTC Markets Pink Market Tier under the ticker symbol “ESGH.”

ESG Inc. is a domestic US corporation, formed
in Nevada, and  it functions as a US holding company that operates its businesses through Chinese operating companies that
are located in the PRC. The Company’s Chinese operating subsidiaries are Funan Allied United Farmer Products Co., Ltd., which
owns Anhui Allied United Mushroom Technology Co., Ltd. and Anhui Allied United Mushroom Co., Ltd.

No shares of stock in our Chinese operating subsidiaries
are offered for sale.

     -4-

Company Overview, page 1

Comment 10. We note your disclosure that
on February 17, 2023, the China Securities Regulatory Commission, or CSRC, issued the Trial Administrative Measures of Overseas Securities
Offering and Listing by Domestic Companies, or the Trial Measures, which became effective on March 31, 2023 and that pursuant to the
Trial Measures, domestic companies that seek to offer or list securities overseas, both directly and indirectly, should fulfill the filing
procedure and report relevant information to the CSRC. We also note your disclosure that "[s]ince there is no offering," you