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CORRESP
1
filename1.htm

  February
  28, 2023

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Manufacturing

100
F Street, N.E.

Washington,
DC 20549

    Attn:
    Ernest
    Greene

    Claire
    Erlanger

    Erin
    Donahue

    Jay
    Ingram

    Re:
    Tian’an
    Technology Group Ltd.

    Amendment
    No. 1 to Registration Statement on Form F-1

    Filed
    December 19, 2022

    File
    No. 333-267453

Dear
Sir and Madam:

On
behalf of Tian’an Technology Group Ltd., a British Virgin Islands corporation (the “Company”), we hereby file with
the Securities and Exchange Commission (the “Commission”) an amended registration statement on Form F-1 (the “Amended
Registration Statement”) in response to the comments of the staff (the “Staff”), dated January 3, 2023, with reference
to the Company’s Registration Statement on Form F-1 filed with the Commission on December 19, 2022.

For
the convenience of the Staff, each of the Staff’s comments is included and is followed by the corresponding response of the Company.
Unless the context indicates otherwise, references in this letter to “we,” “us” and “our” refer to
the Company on a consolidated basis.

Amendment
1 to Form F-1 Filed on December 19, 2022

General

1. We
                                            note your response to prior comment 1, and reissue. We note that the disclosure now states
                                            that selling stockholders “may not sell the Shares at a fixed price,” and we
                                            ask you to revise your disclosure to disclose that the selling shareholders will offer and
                                            sell their shares at a fixed price until your shares are listed on a national securities
                                            exchange or quoted on the OTC Bulletin Board, OTCQX, or OTCQB, at which time they may be
                                            sold at prevailing market prices or in privately negotiated transactions.

Response:
In response to the Staff’s comment, we have revised the disclosure on the cover page of the Amended Registration Statement.

    420
Lexington Avenue, Suite 2446, New York, NY 10170

                                                                     11620 Wilshire Blvd., Suite 900, Los Angeles, CA 90025

    NYC
    Office: 646.861.7891

    CA
    Office: 818.930.5686

    www.cronelawgroup.com

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Manufacturing

February
28, 2023

Page
2

Prospectus
Cover Page, page i

2. We
                                            note your response to prior comment 4, but note that we still cannot identify the section
                                            where you discuss the consequences to you and your investors if you or your subsidiaries:
                                            (i) do not receive or maintain such permissions or approvals, (ii) inadvertently conclude
                                            that such permissions or approvals are not required, or (iii) applicable laws, regulations,
                                            or interpretations change and you are required to obtain such permissions or approvals in
                                            the future. Please advise us where this disclosure is, or revise to include.

Response:
In response to the Staff’s comment, we have revised the disclosure on the cover page of the Amended Registration Statement.

Risk
Factors, page 10

3. We
                                            note your response to prior comment 5. Please revise your disclosure to state the potential
                                            consequences if the Cyberspace Administration of China (“CAC”) determines that
                                            you are not compliant with the regulations or policies that have been issued by the CAC to
                                            date.

Response:
In response to the Staff’s comments, we have added more disclosure in the summary of risk factors on page 26.

Compensation
of Directors and Executive Officers, page 39

4. Please
                                            update your executive compensation table for the fiscal year ended December 31, 2022.

Response:
In response to the Staff’s comment, we have updated the compensation table for the directors and executive officers for the
fiscal year ended December 31, 2022 of the Amended Registration Statement.

    420
Lexington Avenue, Suite 2446, New York, NY 10170

                                                                                        11620 Wilshire Blvd., Suite 900, Los Angeles, CA 90025

    NYC
    Office: 646.861.7891

    CA
    Office: 818.930.5686

    www.cronelawgroup.com

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Manufacturing

February
28, 2023

Page
3

Index
to the Consolidated Financial Statements, page 51

5. If
                                            your audited financial statements become older than 12 months, please be advised, since this
                                            is an initial public offering of your common shares, you may be required to provide updated
                                            financial statements. Accordingly, if your registration statement is not effective by December
                                            30, 2022, please update your financial statements and related disclosures pursuant to Item
                                            8.A.4 of Form 20-F or, if applicable, provide the appropriate representations in an exhibit
                                            to the filing as required by Instruction 2 to Item 8.A.4.

Response:
Pursuant to Section 6220.1, financial statements of a foreign private issuer must be as of a date within nine months of the effective
date of a registration statement. Audited financial statements for the most recently completed fiscal year must be included in registration
statements declared effective three months or more after fiscal year-end. Under the rule, a registration statement of a foreign private
issuer may become effective with audited financial statements as old as 15 months, with the most recent interim statements as old as
nine months. If interim statements are required, they must cover a period of at least six months. In this Amended Registration Statement,
the company has audited financial statements for the fiscal year ended December 31, 2021 as well as the interim statements as of June
30, 2022, and is compliant.

Item
16. Exhibits and Financial Schedules

Exhibit
23.1 , page II-2

6. We
                                            have read your response to prior comment 8. We note that in the consent of independent accountants
                                            filed as Exhibit 23.1, HHC did not consent to the reference to the firm as experts within
                                            the registration statement on page 49. Please have your audit firm revise Exhibit 23.1 to
                                            state, if true, that they consent to the reference to the firm as “experts” in
                                            the registration statement.

Response:
The Amended Registration Statement has been revised in accordance with the comment of the Staff.

We
hope the Amended Registration Statement addresses the comments of the Commission. If we can provide any further assistance, please do
not hesitate to contact the undersigned.

    Sincerely,

    THE
    CRONE LAW GROUP P.C.

    By:
    /s/
    Cassi Olson

    Cassi
    Olson

cc:
Cong He

    420
Lexington Avenue, Suite 2446, New York, NY 10170

    11620
    Wilshire Blvd., Suite 900, Los Angeles, CA 90025

    NYC
    Office: 646.861.7891

    CA
    Office: 818.930.5686

    www.cronelawgroup.com