SecProbe.io

<DOCUMENT>
<TYPE>TEXT-EXTRACT
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<FILENAME>filename2.txt
<TEXT>
 March 25, 2025

Chiyuan Deng
Chief Executive Officer, Chief Financial Officer and Director
AB International Group Corp.
144 Main Street
Mt. Kisco, NY 10549

 Re: AB International Group Corp.
 Form 10-K for the Fiscal Year Ended August 31, 2024
 File No. 000-55979
Dear Chiyuan Deng:

 We have completed our review of your filing. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of
Corporation Finance
 Office of Real
Estate & Construction
</TEXT>
</DOCUMENT>

CORRESP
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 filename1.htm

 AB INTERNATIONAL
GROUP CORP.

 144 Main Street

 Mt. Kisco,
NY 10549

 Via
EDGAR

 March 19, 2025

 United States
Securities and Exchange Commission

 100 F Street,
N.E. Mailstop 3720

 Washington D.C.,
20549-7010

 Attention: Babette
Cooper

 Re: 	AB
INTERNATIONAL GROUP CORP.

 Form
10-K for the Fiscal Year Ended August 31, 2024

 Response
dated March 10, 2025

 File
No. 000-55979

 Dear Ms. Cooper:

 I write on behalf
of AB International Group Corp., (the "Company") in response to Staff's letter of March 17, 2025, by the Division of
Corporation Finance of the United States Securities and Exchange Commission (the "Commission") regarding the above-referenced
Form 10-K, filed November 26, 2024 (the Comment Letter").

 Paragraph numbering
used for each response corresponds to the numbering used in the Comment letter.

 FORM 10-K FOR THE FISCAL YEAR
ENDED AUGUST 31, 2024

 GENERAL

 1. WE NOTE YOUR RESPONSE TO OUR PRIOR
COMMENT ONE STATING THAT THE MAJORITY OF YOUR MOVIE COPYRIGHT BUSINESS IS OUTSIDE OF HONG KONG AND THE PRC AND THAT THERE ARE ONLY OCCASIONAL
PURCHASES AND SALES IN HONG KONG AND THE PRC. PLEASE QUANTIFY FOR US THE DOLLAR AMOUNT OF REVENUES AND EXPENSES RELATED TO THE MOVIE
COPYRIGHT BUSINESS IN HONG KONG AND THE PRC FOR THE YEAR ENDED AUGUST 31, 2024 AND FOR THE QUARTERLY PERIOD ENDED NOVEMBER 30, 2024.
FURTHER, PLEASE TELL US THE GEOGRAPHIC LOCATION OF YOUR OPERATIONS RELATED TO THE NFT LICENSES.

 In response to this comment, the
Company reported total revenue of $3,300,467 for the year ended August 31, 2024. Movie copyrights sold to third parties accounted for
$1,839,308 of the total revenue for the year ended 2024. Of that among, $800,000 in revenue was related to a sale by the Company of movie
copyrights to a Hong Kong company. The balance of revenue was generated outside of Hong Kong and the PRC.

 The Company reported total operating
costs and expenses of $2,813,563 for the year ended August 31, 2024. Of that amount, the Company incurred operating costs and expenses
of $378,513 to acquire the PRC copyright of 4 movies from its supplier.

 The Company reported total revenue
of $626,350 for the quarter ended November 30, 2024, with $228,000 of that amount related to a sale by the Company of movie copyrights
to a Hong Kong company. There were no operating costs and expenses incurred in relation to movie copyrights in Hong Kong or China for
the quarter ended November 30, 2024.

 The United States is the geographic
location of the Company's operations related to the NFT licenses. The Company's host server location is Ohio Amazon AWS,
and the App is only available to download on Google Play. Both are restricted in the PRC.

 .

 Sincerely,

 /s/ Chiyuan
Deng

 Chiyuan Deng

 President

<DOCUMENT>
<TYPE>TEXT-EXTRACT
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<FILENAME>filename2.txt
<TEXT>
 March 17, 2025

Chiyuan Deng
Chief Executive Officer, Chief Financial Officer and Director
AB International Group Corp.
144 Main Street
Mt. Kisco, NY 10549

 Re: AB International Group Corp.
 Form 10-K for the Fiscal Year Ended August 31, 2024
 Response dated March 10, 2025
 File No. 000-55979
Dear Chiyuan Deng:

 We have reviewed your March 10, 2025 response to our comment letter and
have the
following comment.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe the
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.
Unless we note otherwise, any reference to a prior comment is to the comment in
our
February 27, 2025 letter.

Form 10-K for the fiscal year ended August 31, 2024
General

1. We note your response to our prior comment one stating that the majority
of
 your movie copyright business is outside of Hong Kong and the PRC and
that there
 are only occasional purchases and sales in Hong Kong and the PRC. Please
quantify
 for us the dollar amount of revenues and expenses related to the movie
copyright
 business in Hong Kong and the PRC for the year ended August 31, 2024 and
for the
 quarterly period ended November 30, 2024. Further, please tell us the
geographic
 location of your operations related to the NFT licenses.
 March 17, 2025
Page 2

 Please contact Babette Cooper at 202-551-3396 or Jennifer Monick at
202-551-3295
if you have questions regarding comments on the financial statements and
related matters.

 Sincerely,

 Division of
Corporation Finance
 Office of Real Estate
& Construction
</TEXT>
</DOCUMENT>

CORRESP
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 AB INTERNATIONAL
GROUP CORP.

 144 Main Street

 Mt. Kisco, NY 10549

 Via EDGAR

 March 10, 2025

 United States Securities
and Exchange Commission

 100 F Street, N.E.
Mailstop 3720

 Washington D.C., 20549-7010

 Attention: Babette
Cooper

 Re: 	AB INTERNATIONAL
GROUP CORP.

 Form
10-K for the Fiscal Year Ended August 31, 2024

 File
No. 000-55979

 Dear Ms. Cooper:

 I write on behalf of
AB International Group Corp., (the "Company") in response to Staff's letter of February 27, 2025, by the Division of
Corporation Finance of the United States Securities and Exchange Commission (the "Commission") regarding the above-referenced
Form 10-K, filed November 26, 2024 (the Comment Letter").

 Paragraph numbering
used for each response corresponds to the numbering used in the Comment letter.

 Form 10-K
for the fiscal year ended August 31, 2024

 General

 1. It appears
that certain of your operations may be conducted in the PRC and/or Hong Kong. We note, for example, on November 27, 2023, the Company
acquired mainland China copyrights of 4 movies from All In One Media Ltd. at price of $378,513. Please clarify for us the extent to which
your operations are conducted in the PRC and/or Hong Kong. Please revise future filings, as applicable, to provide more specific and
prominent disclosures about the legal and operational risks associated with Chinabased companies. For additional guidance, please see
the Division of Corporation Finance's Sample Letter to China-Based Companies issued by the Staff in December 2021. To the extent the
Sample Letter to China-Based Companies requests disclosure on the prospectus cover page or in the prospectus summary, please provide
such disclosure at the beginning of Item 1 of Form 10-K; in addition, please include a discussion of the transfer of cash within the
company in Item 7 of Form 10-K. In your response, provide us with the proposed revised disclosure you undertake to include in future
filings.

 We
remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.

 In response to this comment, the Company
is not based in the PRC or Hong Kong, nor does it have a majority of its operations conducted in the PRC or Hong Kong to require the
additional disclosures in the Division of Corporation Finance's Sample Letter to China-Based Companies issued by the staff in 2021.
The Company is based in Mt. Kisco, New York, and its movie copyright business accounts for approximately 52% of its total operations
and the rest of its operations, including the Company's movie theatre in New York and its NFT licenses, make up the balance. The
Company purchases the majority of its movie copyrights from outside of Hong Kong and the PRC and the Company resells the majority of
its movie copyrights outside of Hong Kong and the PRC. While the Company does purchase and sell some movie copyrights in Hong Kong and
the PRC, the majority of its operations are conducted in the United States. As such, the Company does not believe its occasional purchases
and sales in Hong Kong, or the PRC are material such that additional disclosures are warranted.

 .

 Sincerely,

 /s/ Chiyuan Deng

 Chiyuan Deng

 President

February 27, 2025
Chiyuan Deng
Chief Executive Officer, Chief Financial Officer and Director
AB International Group Corp.
144 Main Street
Mt. Kisco, NY 10549
Re:AB International Group Corp.
Form 10-K for the Fiscal Year Ended August 31, 2024
File No. 000-55979
Dear Chiyuan Deng:
            We have reviewed your filing and have the following comment.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe
the comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for the fiscal year ended August 31, 2024
General
1.It appears that certain of your operations may be conducted in the PRC and/or Hong
Kong. We note, for example, on November 27, 2023, the Company acquired mainland
China copyrights of 4 movies from All In One Media Ltd. at price of $378,513. Please
clarify for us the extent to which your operations are conducted in the PRC and/or
Hong Kong. Please revise future filings, as applicable, to provide more specific and
prominent disclosures about the legal and operational risks associated with China-
based companies. For additional guidance, please see the Division of Corporation
Finance's Sample Letter to China-Based Companies issued by the Staff in December
2021. To the extent the Sample Letter to China-Based Companies requests disclosure
on the prospectus cover page or in the prospectus summary, please provide such
disclosure at the beginning of Item 1 of Form 10-K; in addition, please include a
discussion of the transfer of cash within the company in Item 7 of Form 10-K. In your
response, provide us with the proposed revised disclosure you undertake to include in
future filings.
            We remind you that the company and its management are responsible for the accuracy

February 27, 2025
Page 2
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            Please contact Babette Cooper at 202-551-3396 or Jennifer Monick at 202-551-3295
if you have any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction

CORRESP
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AB INTERNATIONAL
GROUP CORP.

144 Main Street,

Mt. Kisco, NY 10549

(914) 202-3108

July 8, 2024

THE UNITED STATES SECURITIES

AND EXCHANGE COMMISSION

Attn: Ruairi Regan

Division of Corporation Finance

Mail Stop 7010

100 F. Street NE

Washington, D.C. 20549-7010

Re:	Re: AB INTERNATIONAL GROUP CORP.

Registration Statement on Form S-1

Filed June 26, 2024

	File No. 	333-280489

Dear Ruairi Regan:

Pursuant to Rule 461 under the Securities Act of 1933,
as amended, AB International Group Corp. (the “Company”) hereby requests acceleration of the effective date of the above-mentioned
Registration Statement on Form S-1, as amended, to 4:00 PM Eastern Standard Time on July 11, 2024, or as soon thereafter as is practicable.

Thank you for your assistance. Please call with any
questions.

AB International Group Corp.

By:

/s/ Chiyuan Deng

Chiyuan Deng

Chief Executive Officer

July 5, 2024
Chiyuan Deng
Chief Executive Officer
AB International Group Corp.
144 Main Street
Mt. Kisco, NY 10549
Re:AB International Group Corp.
Registration Statement on Form S-1
Filed June 26, 2024
File No. 333-280489
Dear Chiyuan Deng:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you that
the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Ruairi Regan at 202-551-3269 with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Scott Doney, Esq.

CORRESP
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AB INTERNATIONAL
GROUP CORP.

September 8, 2022

THE UNITED STATES SECURITIES

AND EXCHANGE COMMISSION

Attn: Stacie Gorman

Division of Corporation Finance

Mail Stop 7010

100 F. Street NE

Washington, D.C. 20549-7010

Re: AB INTERNATIONAL GROUP CORP.

Registration Statement on Form S-1

Filed August 4, 2022

File No. 333-266505

Dear Ms. Gorman:

Pursuant to Rule 461 under the Securities Act of 1933,
as amended, AB International Group Corp. (the “Company”) hereby requests acceleration of the effective date of the above mentioned
Registration Statement on Form S-1, as amended, to 4:00 PM Eastern Standard Time on September 13, 2022, or as soon thereafter as is practicable.

Thank you for your assistance. Please call with any
questions.

AB International Group Corp.

By:

/s/ Chiyuan Deng

Chiyuan Deng

Chief Executive Officer

48 Wall Street, Suite 1009, New York, NY 10005

- Phone: (852) 2622-2891

CORRESP
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Via EDGAR

September 1, 2022

United States Securities and Exchange Commission

100 F Street, N.E. Mailstop 3720

Washington D.C., 20549-7010

Attention: Stacie Gorman

Re: 	AB INTERNATIONAL GROUP CORP.

Registration Statement on Form
S-1

Filed August 4, 2022

File No. 333-266505

Dear Ms. Gorman:

I write on behalf of AB International Group Corp.,
(the “Company”) in response to Staff’s letter of August 30, 2022, by the Division of Corporation Finance of the United
States Securities and Exchange Commission (the “Commission”) regarding the above-referenced Post-Effective Amendment to Form
S-1, filed August 4, 2022 (the Comment Letter”).

Paragraph numbering used for each response corresponds
to the numbering used in the Comment letter.

Form S-1

General

 1. We note your response to comment 1 of our letter dated March 2, 2022 relating to the Post-Effective
Amendment to your prior registration statement and your assertion therein that you no longer have any assets in China or Hong Kong. However,
it appears that the website related to your NFT movie and music marketplace operations, starestnet.io is written in Chinese and appears
to be targeting that market. Please provide detailed disclosure regarding the circumstances in which you divested yourself of the assets
in China or Hong Kong and clarify whether you are still targeting the Chinese market with your newly acquired assets, whether the majority
of your revenues are from China, and whether you still have any officers or operations located in China. Please provide a more detailed
analysis in light of the factors above as to why you believe the prior comments from the letter dated March 2, 2022 do not apply to your
company or revise the registration statement to comply with the prior comments.

In response to this comment, the Company’s NFT movie and music marketplace
(“NFT MMM”) website, stareastnet.io, and associated app, both represent U.S. operations. The host sever is Amazon Web Services,
Inc. and the domain was registered in the United States.

Please note that for any website to work in China, it must be first registered
with the Chinese government. The NFT MMM website was never registered in China. The NFT MMM app is only available for download on the
Google Play platform. In fact, Google Play is unavailable in China, so Chinese users are unable to have access.

The Company’s website runs in both English and traditional Chinese
(for America’s Chinese) versions. Please http://stareastnet.io/ (there is a wrong url showing on the Comment Letter).

The company restates that all assets and business operations are in the
United States, and the Company is no longer targeting the Chinese market in China or Hong Kong. We have no officers and operations located
in China, and while management resides in Hong Kong, no operations or business is conducted there. The Company is operating its business
and managing its assets all in New York, including its head office, its new movie theatre lease, and its U.S. based NFT MMM website.

Sincerely,

/s/ Chiyuan Deng

Chiyuan Deng

President

United States securities and exchange commission logo
August 30, 2022
Chiyuan Deng
Chief Executive Officer
AB INTERNATIONAL GROUP CORP.
48 Wall Street
Suite 1009
New York , NY 10005
Re:AB INTERNATIONAL GROUP CORP.
Registration Statement on Form S-1
Filed August 4, 2022
File No. 333-266505
Dear Mr. Deng:
            We have limited our review of your registration statement to those issues we have
addressed in our comment.  In our comment, 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 comment applies to your facts and
circumstances or do not 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 this comment, we may have additional comments.
Form S-1
General
1.We note your response to comment 1 of our letter dated March 2, 2022 relating to the Post
Effective Amendment to your prior registration statement and your assertion therein that
you no longer have any assets in China or Hong Kong.  However, it appears that the
website related to your NFT movie and music marketplace operations, starestnet.io is
written in Chinese and appears to be targeting that market.  Please provide detailed
disclosure regarding the circumstances in which you divested yourself of the assets in
China or Hong Kong and clarify whether you are still targeting the Chinese market with
your newly acquired assets, whether the majority of your revenues are from China, and
whether you still have any officers or operations located in China.  Please provide a more

 FirstName LastNameChiyuan  Deng
 Comapany NameAB INTERNATIONAL GROUP CORP.
 August 30, 2022 Page 2
 FirstName LastName
Chiyuan  Deng
AB INTERNATIONAL GROUP CORP.
August 30, 2022
Page 2
detailed analysis in light of the factors above as to why you believe the prior comments
from the letter dated March 2, 2022 do not apply to your company or revise the
registration statement to comply with the prior comments.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Stacie Gorman at 202-551-3585 or Pam Howell at 202-551-3357 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Scott Doney, Esq.

CORRESP
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AB INTERNATIONAL
GROUP CORP.

August 23, 2022

THE UNITED STATES SECURITIES

AND EXCHANGE COMMISSION

Attn: Pam Howell

Division of Corporation Finance

Mail Stop 7010

100 F. Street NE

Washington, D.C. 20549-7010

Re:	AB INTERNATIONAL GROUP CORP.

Post Effective Amendment No. 2 to Form S-1

Filed August 2, 2022

File No. 333-255370

Dear Ms. Howell:

Pursuant to Rule 461 under the Securities Act of 1933,
as amended, AB International Group Corp. (the “Company”) hereby requests acceleration of the effective date of the above mentioned
Registration Statement on Form S-1, as amended, to 4:00 PM Eastern Standard Time on August 26, 2022, or as soon thereafter as is practicable.

Thank you for your assistance. Please call with any
questions.

AB International Group Corp.

By:

/s/ Chiyuan Deng

Chiyuan Deng

Chief Executive Officer

48 Wall Street, Suite 1009, New York, NY 10005

- Phone: (212) 918-4519

United States securities and exchange commission logo
March 2, 2022
Chiyuan Deng
Chief Executive Officer
AB INTERNATIONAL GROUP CORP.
48 Wall Street, Suite 1009
New York, NY 10005
Re:AB INTERNATIONAL GROUP CORP.
Post Effective Amendment to Form S-1
Filed February 10, 2022
File No. 333-255370
Dear Mr. Deng:
            We have limited our review of your registration statement to those issues we have
addressed in our 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 not 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.
Post Effective Amendment No. 1 to Form S-1
Cover Page
1.Provide prominent disclosure about the legal and operational risks associated with being
based in or having the majority of the company’s operations in China and Hong Kong.
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 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.  Please disclose whether your auditor is subject to

 FirstName LastNameChiyuan Deng
 Comapany NameAB INTERNATIONAL GROUP CORP.
 March 2, 2022 Page 2
 FirstName LastNameChiyuan Deng
AB INTERNATIONAL GROUP CORP.
March 2, 2022
Page 2
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.  Your prospectus summary should address, but not necessarily be limited
to, the risks highlighted on the prospectus cover page.
2.Clearly disclose how you will refer to the 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 and Hong Kong.  Disclose clearly the entity (including the domicile)
in which investors are purchasing an interest.
3.Provide a description of how cash is transferred through your organization.  State whether
any transfers, dividends, or distributions have been made to date between the company
and its subsidiaries, or to investors, and quantify the amounts where applicable.  Provide
cross-references to the condensed consolidating schedule and the consolidated financial
statements.
Summary, page 2
4.In your summary, disclose the risks that being based in or having the majority of the
company’s operations in China poses to investors.  In particular, describe the significant
regulatory, liquidity, and enforcement risks with cross references to the more detailed
discussion of these risks in the prospectus.  For example, specifically discuss risks arising
from the legal system in China, including risks and uncertainties regarding the
enforcement of laws and that rules and regulations in China can change quickly with little
advance notice; and the risk that the Chinese government may intervene or influence your
operations at any time, or may exert more control over offerings conducted overseas
and/or foreign investment in China-based issuers, which could result in a material change
in your operations and/or the value of the securities you are registering for sale.
Acknowledge any risks that any actions by the Chinese government to exert more
oversight and control over offerings that are conducted overseas and/or foreign investment
in China-based issuers 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.
5.Disclose each permission or approval that you or your subsidiaries are required to obtain
from Chinese authorities to operate your business and to offer the securities being
registered to foreign investors.  State whether you or your subsidiaries are covered by
permissions requirements from the China Securities Regulatory Commission (CSRC),
Cyberspace Administration of China (CAC) or any other governmental agency, and state
affirmatively whether you have received all requisite permissions or approvals and
whether any permissions or approvals have been denied.  Please also describe 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

 FirstName LastNameChiyuan Deng
 Comapany NameAB INTERNATIONAL GROUP CORP.
 March 2, 2022 Page 3
 FirstName LastName
Chiyuan Deng
AB INTERNATIONAL GROUP CORP.
March 2, 2022
Page 3
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.
6.Provide a clear description of how cash is transferred through your organization.  Quantify
any cash flows and transfers of other assets by type that have occurred between the
company and its subsidiaries, and direction of transfer.  Quantify any dividends or
distributions that a subsidiary has made to the company and which entity made such
transfer, and their tax consequences.  Similarly quantify dividends or distributions made to
U.S. investors, the source, and their tax consequences.  Your disclosure should make clear
if no transfers, dividends, or distributions have been made to date.  Describe any
restrictions on foreign exchange and your ability to transfer cash between entities, across
borders, and to U.S. investors.  Describe any restrictions and limitations on your ability to
distribute earnings from the company, including your subsidiaries, to the parent company
and U.S. investors.
7.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.  Disclose whether your auditor is subject to the determinations announced by
the PCAOB on December 16, 2021.
Risk Factors, page 5
8.Please expand your risk factors to discuss the Holding Foreign Companies Accountable
Act and disclose that the United States Senate has passed the Accelerating Holding
Foreign Companies Accountable Act, which, if enacted, would decrease the number of
“non-inspection years” from three years to two years, and thus, would reduce the time
before your securities may be prohibited from trading or delisted.  Update your disclosure
to reflect that the Commission adopted rules to implement the HFCAA and that, pursuant
to the HFCAA, the PCAOB has issued its report notifying the Commission of its
determination that it is unable to inspect or investigate completely accounting firms
headquartered in mainland China or Hong Kong.
9.Given the Chinese government’s significant oversight and discretion over the conduct of
your business, please revise to highlight separately the risk that the Chinese government
may intervene or influence your operations at any time, which could result in a material
change in your operations and/or the value of the securities you are registering.  Also,
given recent statements by the Chinese government indicating an intent to exert more
oversight and control over offerings that are conducted overseas and/or foreign investment
in China-based issuers, acknowledge the risk that any such action 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.

 FirstName LastNameChiyuan Deng
 Comapany NameAB INTERNATIONAL GROUP CORP.
 March 2, 2022 Page 4
 FirstName LastName
Chiyuan Deng
AB INTERNATIONAL GROUP CORP.
March 2, 2022
Page 4
10.In light of recent events indicating greater oversight by the Cyberspace Administration of
China (CAC) over data security, particularly for companies seeking to list on a foreign
exchange, please revise your disclosure to explain how this oversight impacts your
business and your offering and to what extent you believe that you are compliant with the
regulations or policies that have been issued by the CAC to date.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Austin Wood at 202-551-5586 or Pam Howell at 202-551-3357 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Scott Doney, Esq.

United States securities and exchange commission logo
April 29, 2021
Chiyuan Deng
Chief Executive Officer
AB INTERNATIONAL GROUP CORP.
48 Wall Street
Suite 1009
New York, NY 10005
Re:AB INTERNATIONAL GROUP CORP.
Form S-1
Filed April 20, 2021
File No. 333-255370
Dear Mr. Deng:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Stacie Gorman at 202-551-3585 with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Scott Doney, Esq.

CORRESP
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AB
INTERNATIONAL GROUP CORP.

April 29, 2021

THE UNITED STATES SECURITIES

AND EXCHANGE COMMISSION

Attn: Stacie Gorman

Division of Corporation Finance

Mail Stop 7010

100 F. Street NE

Washington, D.C. 20549-7010

Re:	AB International Group Corp.

Registration Statement on Form S-1

File No. 	333-255370

Dear Ms. Gorman:

Pursuant to Rule 461 under the Securities Act
of 1933, as amended, AB International Group Corp. (the “Company”) hereby requests acceleration of the effective date
of its Registration Statement on Form S-1, as amended, to 4:00 PM Eastern Standard Time on May 3, 2021, or as soon thereafter as
is practicable.

Thank you for your assistance. Please call
with any questions.

AB International Group Corp.

By:

/s/ Chiyuan Deng

Chiyuan Deng

Chief Executive Officer

48 Wall Street, Suite 1009, New York, NY 10005

- Phone: (702) 982-5686

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AB International
Group Corp.

VIA EDGAR

December 15, 2020

THE UNITED STATES SECURITIES

AND EXCHANGE COMMISSION

Mail Stop 3561

Washington, D.C. 20549

Attn: Stacie Gorman

    Re:

        AB International Group Corp

        Amended Registration Statement on Form S-1

        File No. 333-249514

Dear Ms. Gorman:

Pursuant to Rule 461 under the Securities
Act of 1933, as amended, AB International Group Corp. (the “Company”) hereby requests acceleration of the
effective date of its Amended Registration Statement on Form S-1 to 9:00 a.m. Eastern Daylight Time on December 17, 2020, or as
soon thereafter as is practicable.

AB INTERNATIONAL GROUP CORP.

By:	/s/
Chiyuan Deng

Chiyuan Deng

CEO

United States securities and exchange commission logo
October 23, 2020
Chiyuan Deng
Chief Executive Officer
AB INTERNATIONAL GROUP CORP.
48 Wall Street, Suite 1009
New York, NY 10005
Re:AB INTERNATIONAL GROUP CORP.
Form S-1
Filed October 16, 2020
File No. 333-249514
Dear Mr. Deng:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Stacie Gorman at 202 551-3585 with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction

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AB
INTERNATIONAL GROUP CORP.

August 21, 2020

THE UNITED STATES SECURITIES

AND EXCHANGE COMMISSION

Attn: Ron Alper

Division of Corporation Finance

Mail Stop 7010

100 F. Street NE

Washington, D.C. 20549-7010

Re:	AB International Group Corp.

Registration Statement on Form S-1

File No. 	333-246252

Dear Mr. Alper:

Pursuant to Rule 461 under the Securities Act
of 1933, as amended, AB International Group Corp. (the “Company”) hereby requests acceleration of the effective date
of its Registration Statement on Form S-1, as amended, to 4:00 PM Eastern Standard Time on August 25, 2020, or as soon thereafter
as is practicable.

Thank you for your assistance. Please call
with any questions.

AB International Group Corp.

By:

/s/ Chiyuan Deng

Chiyuan Deng

Chief Executive Officer

48 Wall Street, Suite 1009, New York, NY 10005

- Phone: (852) 2622-2891

United States securities and exchange commission logo
August 21, 2020
Chiyuan Deng
Chief Executive Officer and Director
AB International Group Corp.
48 Wall Street, Suite 1009
New York, NY 10005
Re:AB International Group Corp.
Registration Statement on Form S-1
Filed August 14, 2020
File No. 333-246252
Dear Mr. Deng:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Ronald (Ron) Alper at 202-551-3329 with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Scott Doney

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AB

AB INTERNATIONAL GROUP CORP.

Frunze Street 176, Issikatinskiy district, Milianfan, Kyrgyzstan, 720000

Tel. +996-558-414146

January 16, 2015

VIA EDGAR AND FACSIMILE

United States Securities and Exchange Commission Division of Corporation Finance

100 F. St., N.E.

Washington, D.C. 20549 Attention: Mr. Michael Kennedy

Re: Request for Acceleration of Effectiveness of Registration Statement on Form S-1 (File No. 333-199238) of AB International Group Corp. (the “Registrant”)

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, and on behalf of the Registrant, we hereby request that the effectiveness of the above-captioned Registration Statement (the “Registration Statement”) be accelerated so that such Registration Statement will become effective on Thursday, January 22, 2015, at 10:00 a.m., Eastern Time, or as soon thereafter as practicable.

The Registrant acknowledges that (i) should the Securities and Exchange Commission (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, (ii) the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrants from their full responsibility for the adequacy and accuracy of the disclosure in the filing, and (iii) the Registrants may not assert 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 call the undersigned at 996-558-414146 with any questions regarding this matter.

Very truly yours,

AB International Group Corp.

By:

/s/   Beken Aitbaev

Name: Beken Aitbaev

Title: President

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Acceleration Letter

AB INTERNATIONAL GROUP CORP.

Frunze Street 176, Issikatinskiy district, Milianfan, Kyrgyzstan, 720000

Tel. +996-558-414146

January 16, 2015

VIA EDGAR AND FACSIMILE

United States Securities and Exchange Commission Division of Corporation Finance

100 F. St., N.E.

Washington, D.C. 20549 Attention: Mr. Michael Kennedy

Re: Request for Acceleration of Effectiveness of Registration Statement on Form S-4 (File No. 333-199238) of AB International Group Corp. (the “Registrant”)

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, and on behalf of the Registrant, we hereby request that the effectiveness of the above-captioned Registration Statement (the “Registration Statement”) be accelerated so that such Registration Statement will become effective on Thursday, January 22, 2015, at 10:00 a.m., Eastern Time, or as soon thereafter as practicable.

The Registrant acknowledges that (i) should the Securities and Exchange Commission (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, (ii) the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrants from their full responsibility for the adequacy and accuracy of the disclosure in the filing, and (iii) the Registrants may not assert 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 call the undersigned at 996-558-414146 with any questions regarding this matter.

Very truly yours,

AB International Group Corp.

By:

/s/   Beken Aitbaev

Name: Beken Aitbaev

Title: President

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January 15, 2015

AB INTERNATIONAL GROUP CORP.

Frunze Street 176, Issikatinskiy district, Milianfan, Kyrgyzstan, 720000

Tel. +996-558-414146

January 15, 2015

Mr. Michael Kennedy,

United States

Securities and Exchange Commission

Division of Corporate Finance

Washington, DC 20549

Re: AB International Group Corp.

       Amendment No.3 to Registration Statement on Form S-1

       Filed December 29, 2014

       File No. 333-199238

Dear Mr. Michael Kennedy:

Pursuant to the phone conversation with John T. Root, Jr. the Company’s attorney, held on January 14, 2015, AB International Group Corp. (the “Company”) herewith files with the Securities and Exchange Commission (the "Commission") amendment number 4 to the registration statement on Form S-1 (the " Registration Statement") and updated auditor’s consent in response to the Commission's oral comments.

Please direct any further comments or questions you may have to John T. Root, Jr. the Company’s attorney or directly to the company at bekenaitbaev@gmail.com.

Thank you.

Sincerely,

/S/ Beken Aitbaev

Beken Aitbaev, President

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responses

AB INTERNATIONAL GROUP CORP.

Frunze Street 176, Issikatinskiy district, Milianfan, Kyrgyzstan, 720000

Tel. +996-558-414146

December 26, 2014

Mr. Michael Kennedy,

United States

Securities and Exchange Commission

Division of Corporate Finance

Washington, DC 20549

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. Michael Kennedy:

AB International Group Corp. (the “Company”) herewith files with the Securities and Exchange Commission (the "Commission") amendment number 3 to the registration statement on Form S-1 (the " Registration Statement") in response to the Commission's comments, dated December 24, 2014 (the "Comment Letter"), with reference to the Company's amendment number 2 to registration statement on Form S-1 filed with the Commission on December 12, 2014.

In addition to the Amended Registration Statement, the Company supplementally responds to all the Commission's comments as follows (the term “our” or “we” as used herein refers to the Company):

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 offering occurred on August 31, 2014. Please update all amounts in this table to present your dilution as of November 30, 2014.

Our Response: We have updated all amounts in this table to present our dilution as of November 30, 2014. The only amounts have been changed are Post offering net tangible book value as all other amounts in this table that present our dilution as of November 30, 2014 are the same as if the offering occurred on August 31, 2014. This is because Post offering net tangible book value have changed inconsiderably.

Description of Business, page 22

2. We note your revised disclosure that you “have generated $8,200 in revenues from selling of your first 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.

Our Response: We have clarified, that we purchased a car for $7,000, which we then sold for $8,200.

Please direct any further comments or questions you may have to the company at bekenaitbaev@gmail.com.

Thank you.

Sincerely,

/S/ Beken Aitbaev

Beken Aitbaev, President

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.

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AB

AB INTERNATIONAL GROUP CORP.

Frunze Street 176, Issikatinskiy district, Milianfan, Kyrgyzstan, 720000

Tel. +996-558-414146

December 12, 2014

Mr. Michael Kennedy,

United States

Securities and Exchange Commission

Division of Corporate Finance

Washington, DC 20549

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. Michael Kennedy:

AB International Group Corp. (the “Company”) herewith files with the Securities and Exchange Commission (the "Commission") amendment number 1 to the registration statement on Form S-1 (the " Registration Statement") in response to the Commission's comments, dated November 4, 2014 (the "Comment Letter"), with reference to the Company's registration statement on Form S-1 filed with the Commission on October 10, 2014.

In addition to the Amended Registration Statement, the Company supplementally responds to all the Commission's comments as follows (the term “our” or “we” as used herein refers to the Company):

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 company 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.

Our response: We note your argument to our prior response and respectfully disagree that activities that the registrant has undertaken in the furtherance of its planned business can be classified as nominal operations. We do not believe that the registrant is a “shell company” as described under Rule 405 of Regulation C under the Securities Act of 1933, as amended.  Based on our representations and the disclosure in the registration statement, management is of the opinion that the registrant would not be deemed as a shell company, for the following reasons:

1.      Since inception, the registrant’s management has devoted a significant amount of time to the development of the business plan, research into the potential market, raising of capital and finding, purchasing and selling our first car.

2.      Since inception, the registrant has actively pursued its business plan, which is inconsistent with the business plan of a shell company. As described in the registration statement, the registrant operates business of selling used automobiles. The registrant does not intend to solely engage in any activities, which would be consistent with the business plan of a shell company.

3.      The registrant has $10,707 in assets that consist of not only cash.

4.      Our Sole officer and director has specific background experience in our line of business as stated in the S-1.

5.     As of November 30, 2014 we have generated $8,200 in revenue and had a gross profit of $1,200.

6.   We have already started operations and continue to develop our business. On September 3, 2014 we purchased first car for resale for $7,000, identified a customers and sold the car that we had purchased. Our sole officer and director is looking for a new car for resale.

The Registrant does not believe that such activities and the various other activities it has undertaken in the furtherance of its planned business that it can be classified as “shell company”.

Use of Proceeds, page 14

2. We note your response to comment 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 much.

Our Response: We have revised to state that we listed our use of net proceeds in the order of priority in which you intend to use them.

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.

Our Response: In response to this comment, the company wishes to delete statement regarding to the 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 comments 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 obligation 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.

Our Response: We have revised our disclosure to address the comments of the commission.

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 registering a secondary transaction when, in fact, it appears that you are registering a primary transaction. Please ask counsel to revise his opinion accordingly.

Our Response: We have filed a revised Exhibit 5.1.

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.

Our Response: We have filed an updated consent from our auditor.

Please direct any further comments or questions you may have to the company at bekenaitbaev@gmail.com.

Thank you.

Sincerely,

/S/ Beken Aitbaev

Beken Aitbaev, President

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.

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AB

AB INTERNATIONAL GROUP CORP.

Frunze Street 176, Issikatinskiy district, Milianfan, Kyrgyzstan, 720000

Tel. +996-558-414146

November 24, 2014

Mr. Michael Kennedy,

United States

Securities and Exchange Commission

Division of Corporate Finance

Washington, DC 20549

Re: AB International Group Corp.

       Registration Statement on Form S-1

       Filed October 10, 2014

       File No. 333-199238

Dear Mr. Michael Kennedy:

AB International Group Corp. (the “Company”) herewith files with the Securities and Exchange Commission (the "Commission") amendment number 1 to the registration statement on Form S-1 (the " Registration Statement") in response to the Commission's comments, dated November 4, 2014 (the "Comment Letter"), with reference to the Company's registration statement on Form S-1 filed with the Commission on October 10, 2014.

In addition to the Amended Registration Statement, the Company supplementally responds to all the Commission's comments as follows (the term “our” or “we” as used herein refers to the Company):

General

1. Please revise your disclosure throughout your filing to state that you are a shell company, as it appears from your disclosure that you have no operations and no non-cash assets. Please refer to Rule 405 under the Securities Act of 1933, as amended. Additionally, please disclose the consequences of that status, such as the restrictions on your ability to use registration statements on Form S-8, the limitations on the ability of your security holders to use Rule 144, and the potential reduced liquidity and illiquidity of your securities. Also, please disclose your shell company status on your prospectus cover page and add a related risk factor.

Our response:  We do not believe that AB International Group Corp. is a “shell company” as described under Rule 405 of Regulation C under the Securities Act of 1933, as amended.  Rule 405 of Regulation C defines a “shell company” as a registrant that has: (1) no or nominal operations; and (2) either (i) no or nominal assets; assets consisting solely of cash and cash equivalents; or (iii) assets consisting of any amount of cash and cash equivalents and nominal other assets.

Specifically, we do not believe that AB International Group Corp. can be classified as having “no or nominal operations”.  Our management has specific knowledge and background experience in our line of business as stated in the S-1. From inception, AB International Group Corp. devoted a significant amount of time to the development of its business. In furtherance of the planned business, AB International Group Corp. investigated the market demand for used American automobiles in Kyrgyzstan. Additionally, we have researched used car market in the US. Also, as of today, we have purchased one car for resale. We do not believe that such activities and the various other activities we have undertaken in the furtherance of our planned business can be classified as having “no or nominal operations”.

2. It appears that you may be a blank check company as defined by Rule 419 under the Securities Act of 1933, as amended. In this regard, we note the following:

· Your disclosure indicates that you are a development stage company issuing penny stock;

· You have not commenced operations and it is unclear whether you will be able to do so in the next 12 months;

· It appears that you have conducted minimal business activities or operations since your inception in July 2013;

· You have a net loss of $3,774 to date and you have not generated any revenues to date;

· You have assets consisting only of $4,332 in cash and cash equivalents; and

· Your registration statement contains very general disclosure related to the nature of your business and your business plan.

In adopting Rule 419, the Commission stated that “it will scrutinize registered offerings for attempts to create the appearance that the registrant is not a development stage company or has a specific business plan, in an effort to avoid the application of Rule 419.” Therefore, please provide a detailed analysis addressing each of the issues described above in explaining why you believe that the company is not a blank check company and disclose whether you plan to merge with an unidentified company. Alternatively, please revise your registration statement to comply with Rule 419 and prominently disclose that you are a blank check company.

Our Response: We are not a blank check corporation. Section 7(b)(3) of the Securities Act of 1933, as amended defines the term “blank check company” to mean, any development stage company that is issuing a penny stock that, “(A) has no specific plan or purpose, or (B) has indicated that its business plan is to merge with an unidentified company or companies.” We have a specific plan and purpose. Our business purpose is selling used automobiles in Kyrgyzstan. In Securities Act Release No. 6932 which adopted rules relating to blank check offerings, the Securities and Exchange Commission stated in II DISCUSSION OF THE RULES, A. Scope of Rule 419, that, “Rule 419 does not apply to . . . start-up companies with specific business plans . . . even if operations have not commenced at the time of the offering.” Further, we included a statement on the cover page of the prospectus that we have no plans to engage in a merger or acquisition with another entity.

Prospectus Summary, page 5

AB International Group Corp., page 5

3. You indicate in the first paragraph under this heading, as well as elsewhere in your filing, that you require a minimum of $36,000 to implement your plan of operations for the next 12 months as described in your Plan of Operations. However, we note that your Plan of Operations disclosure beginning on page 17 solely addresses the situation in which you raise net proceeds between $41,500 and $91,500. If $36,000 is the minimum amount needed to implement your plan of operations, please revise your Plan of Operations disclosure beginning on page 17 to explain how that $36,000 minimum would be spent. Alternatively, if the minimum amount needed to implement your plan of operations is the $41,500 currently addressed in your Plan of Operations disclosure, please revise your disclosures on page 5 and elsewhere to state that a minimum of $41,500 is needed to implement your plan of operations.

Our Response: We have revised our disclosure to state that a minimum of $41,500 is needed to implement your plan of operations.

The Offering, page 6

4. Please state here and in the use of proceeds section, that there is no guarantee that you will receive any proceeds from the offering.

Our Response: We have revised to state here and in the use of proceeds section, that there is no guarantee that we will receive any proceeds from the offering.

Risk Factors, page 7

Risks Associated with This Offering, page 12

We Will Incur Ongoing Costs . . ., page 13

5. We note your intention to seek listing on the OTC Bulletin Board, which is contingent upon maintaining compliance with SEC filings. Please disclose, if known, whether you will voluntarily continue reporting in the absence of an SEC reporting obligation.

Our Response: We have revised to disclose that we will voluntarily continue reporting in the absence of an SEC reporting obligation.

Use of Proceeds, page 14

6. Please revise to include an order of priority of your use of proceeds.

Our Response: We have revised to include an order of priority of our use of proceeds.

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

Development and Implement Marketing Strategy, page 19

7. Please elaborate on the “contacts that [Mr. Aitbaev] has developed.” Additionally, we note your disclosure on page 25 that Mr. Aitbaev “has been managing his own business in cars retail” for the last ten years and that he will not be devoting his full time to your business. Please discuss any potential conflicts of interest between Mr. Aitbaev’s current business and your potential business opportunities.

Our Response: We have revised elaborated this sentence. We have also discussed potential conflicts of interest between Mr. Aitbaev’s current business and our potential business opportunities.

Used Cars Purchase, page 19

8. We note your indication that “you should be in full operation and selling [y]our used cars within 12 months of completing [y]our offering.” Please revise to clarify whether you expect to begin conducting sales regardless of the subscription rate of this offering and, if so, how you intend to finance such operations.

Our Response: We have revised to clarify that we expect to begin conducting sales only if we sell at least 50% shares in this offering.

9. You also state that “[u]ntil you start to sell your cars, [you] do not believe that [y]our operations will be profitable.” Please revise to clarify the basis for your belief that you will be profitable even once you begin to sell cars, considering your financial statements suggest that you will continue to operate at a loss. Here or in an appropriate place in your prospectus, please also revise to clarify how you intend to finance future purchases of cars, considering your estimates here assume a fully subscribed offering yet only provide for the purchase of 6-9 cars.

Our Response: We have revised

This purchase was financed by Beken Aitbaev, our president and director, who loaned the Company funds. We plan finance future purchases from proceeds from this offering and from selling our cars. We may also loan the funds from, Beken Aitbaev, our president and director, however, he has no formal commitment, arrangement or legal obligation to advance or loan funds to the company.

10. We note your indication elsewhere in your prospectus that you purchased one car for resale for $7,000 on September 3, 2014. With a view to understanding how you financed this purchase and how you might finance future purchases, please revise to explain as much. In this regard, we note that your financial statements indicate that you have $3,569 in cash as of August 31, 2014.

Our Response: We have revised to explain how we financed this purchase and how we might finance future purchases.

11. We note your disclosure on page 24 that you plan to use ExportTrader Shipping Service, NEX Worldwide Express or USA InterCargo to ship the cars you buy to Kyrgystan. Please clarify here the costs of such services and how they will affect your revenues and cash flows.

Our Response: We have clarified the costs of such services and that they will affect yur revenues and cash flows as our customers will pay for shipping service.

Description of Business, page 22

General, page 22

12. Please revise your disclosure here, and elsewhere in the registration statement where applicable, to state that you plan to be in the business of selling used cars that you purchase in tAz``he United States to customers in Kyrgystan.

Our Response: We have revised our disclosure to state that we plan to be in the business of selling used cars that we purchase in the United States to customers in Kyrgyzstan.

Car Auctions, page 22

13. Please disclose the basis for all your assertions about the car auction market. If you do not have appropriate independent support for a statement, please revise the language to make clear that this is your belief based upon your experience in the industry, if true. Please also provide independent supplemental materials, with appropriate markings and page references in your responses. The following are examples of some of your assertions:

· “Auto auctions can be found in most nations, but are often unknown to most people.”

· “In the US, auto auctions are relatively unknown to the public at large, but play a major role as a wholesale market for second-hand vehicles.”

· “Some auctions in the United States are used by banks, the IRS, and other government agencies to sell vehicles that were repossessed for failure to make monthly payments or pay taxes.”

Our response:  We have cited the internet source for all information above.

Exhibits, page 45

14. Please file the form of subscription agreement that you plan to use in the offering as an exhibit to the registration statement. Please refer to Item 601(b)(4) of Regulation S-K.

Our response:  We have filed the form of subscription agreement that we plan to use in the offering as an exhibit to the registration statement.

Exhibit 5.1

15. We note the second sentence of counsel’s opinion, which says “…the Shares will be registered for sale or transfer by the holders thereof pursuant to the provisions of that certain registration statement on Form S-1…and those holders are identified in that registration statement.” This sentence suggests that you are registering a secondary transaction when, in fact, it appears that you are registering a primary transaction. Please ask counsel to revise his opinion accordingly.

Our response:  Our counsel has revised his opinion.

Undertakings, page 45

16. It appears that you have transposed Rule 114 for Rule 424 in this section. Please revise.

Our response: We have revised in accordance with the comments of the commission.

Please direct any further comments or questions you may have to the company at bekenaitbaev@gmail.com.

Thank you.

Sincerely,

/S/ Beken Aitbaev

Beken Aitbaev, President

November 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.
Registration Statement on Form S -1
Filed October  10, 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 not believe an amendme nt 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. Please revise your disclosure throughout your filing to state that you are a shell company,
as it appears from your disclosure that you have no operations and no non -cash assets.
Please refer to Rule 405 under the Securities Act of 1933, as amended.  Additionally,
please disclose the consequences of that status, such as the restrictions on your ability to
use registration statements on Form S -8, the limitations on the ability of your security
holders to use Rule 144, and the potential reduced liquidity and illiquidity o f your
securities.  Also, please disclose your shell company status on your prospectus cover
page and add a related risk factor.

2. It appears that you may be a blank check company as defined by Rule 419 under the
Securities Act of 1933, as amended.  In this  regard, we note the following:

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

  Your disclosure indicates that you are a development stage company issuing
penny stock;

 You have not commenced operations and it is unclear whether you will be able to
do so in the next 12 months;

 It appears that you have  conducted minimal business activities or operations since
your inception in July 2013;

 You have a net loss of $3,774 to date and you have not generated any revenues to
date;

 You have assets consisting only of $4,332 in cash and cash equivalents; and

 Your registration statement contains very general disclosure related to the nature
of your business and your business plan.

In adopting Rule 419, the Commission stated that “it will scrutinize registered offerings
for attempts to create the  appearance that the registrant is not a development stage
company or has a specific business plan, in an effort to avoid the application of Rule
419.”  Therefore, please provide a detailed analysis addressing each of the issues
described above in explaini ng why you believe that the company is not a blank check
company and disclose whether you plan to merge with an unidentified company.
Alternatively, please revise your registration statement to comply with Rule 419 and
prominently disclose that you are a blank check company.

Prospectus Summary, page 5

AB International Group Corp., page 5

3. You indicate in the first paragraph under this heading, as well as elsewhere in your filing,
that you require a minimum of $36,000 to implement your plan of operations for the next
12 months as described in your Plan of Operations.  However, we note that your Plan of
Operations disclosure beginning on page 17 solely addresses the situation in which you
raise net proceeds between $41,500 and $91,500.  If $36,000 is the mi nimum amount
needed to implement your plan of operations, please revise your Plan of Operations
disclosure beginning on page 17 to explain how that $36,000 minimum would be spent.
Alternatively, if the minimum amount needed to implement your plan of opera tions is the
$41,500 currently addressed in your Plan of Operations disclosure, please revise your
disclosures on page 5 and elsewhere to state that a minimum of $41,500 is needed to
implement your plan of operations.

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

 The Offering, page 6

4. Please state  here and in the use of proceeds section, that there is no guarantee that you
will receive any proceeds from the offering.

Risk Factors, page 7

Risks Associated with This Offering, page 12

We Will Incur Ongoing Costs . . ., page 13

5. We note your intention to seek listing on the OTC Bulletin Board, which is contingent
upon maintaining compliance with SEC filings. Please disclose, if known, whether you
will voluntarily continue reporting in the absence of an SEC reporting obligation.

Use of Proceed s, page 14

6. Please revise to include an order of priority of your use of proceeds.

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

Development and Implement Marketing Strategy, page 19

7. Please elaborate on the “c ontacts that [Mr. Aitbaev] has developed.”  Additionally, we
note your disclosure on page 25 that Mr. Aitbaev “has been managing his own business
in cars retail” for the last ten years and that he will not be devoting his full time to your
business.  Pleas e discuss any potential conflicts of interest between Mr. Aitbaev’s current
business and your potential business opportunities.

Used Cars Purchase, page 19

8. We note your indication that “you should be in full operation and selling [y]our used cars
within 12 months of completing [y]our offering.”  Please revise to clarify whether you
expect to begin conducting sales regardless of the subscription rate of this offering and, if
so, how you intend to finance such operations.

9. You also state that “[u]ntil you  start to sell your cars, [you] do not believe that [y]our
operations will be profitable.”  Please revise to clarify the basis for your belief that you
will be profitable even once you begin to sell cars, considering your financial statements
suggest that you will continue to operate at a loss.  Here or in an appropriate place in your
prospectus, please also revise to clarify how you intend to finance future purchases of
cars, considering your estimates here assume  a fully subscribed offering yet only prov ide
for the purchase of 6 -9 cars.

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

 10. We note you r indication elsewhere in your prospectus that you purchased one car for
resale for $7,000 on September 3, 2014.  With a view to understanding how you financed
this purchase and how you might finance future purchases, please revise to explain as
much.  In this regard, we note that your financial statements indicate that you have
$3,569 in cash as of August 31, 2014.

11. We note your disclosure on page 24 that you plan to use ExportTrader Shipping Service,
NEX Worldwide Express or USA InterCargo  to ship the cars you buy to Kyrgystan.
Please clarify here the costs of such services and how they will affect your revenues and
cash flows.

Description of Business, page 22

General, page 22

12. Please revise your disclosure here, and elsewhere in the reg istration statement where
applicable, to state that you plan to be in the business of selling used cars that you
purchase in the United States to customers in Kyrgystan.

Car Auctions, page 22

13. Please disclose the basis for all your assertions about the ca r auction market.  If you do
not have appropriate independent support for a statement, please revise the language to
make clear that this is your belief based upon your experience in the industry, if true.
Please also provide independent supplemental mate rials, with appropriate markings and
page references in your responses.  The following are examples of some of your
assertions:

 “Auto auctions can be found in most nations, but are often unknown to most
people.”

 “In the US, auto auctions are relatively u nknown to the public at large, but
play a major role as a wholesale market for second -hand vehicles.”

 “Some auctions in the United States are used by banks, the IRS, and other
government agencies to sell vehicles that were repossessed for failure to make
monthly payments or pay taxes.”

Exhibits, page 45

14. Please file the form of subscription agreement that you plan to use in the offering as an
exhibit to the registration statement.  Please refer to Item 601(b)(4) of Regulation S -K.

Mr. Beken Aitbaev
AB International Group Corp.
 November 4, 2014
 Page 5

 Exhibit 5.1

15. We note  the second sentence of counsel’s opinion, which says “…the Shares will be
registered for sale or transfer by the holders thereof pursuant to the provisions of that
certain registration statement on Form S -1…and those holders are identified in that
registr ation statement.”  This sentence suggests that you are registering a secondary
transaction when, in fact, it appears that you are registering a primary transaction.  Please
ask counsel to revise his opinion accordingly.

Undertakings, page 45

16. It appears t hat you have transposed Rule 114 for Rule 424 in this section.  Please revise.

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 responsible for the accuracy
and adequacy of the disclosures they have made.

Notwi thstanding 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 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 t o 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 effect iveness 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 of the
registration statement.

Mr. Beken Aitbaev
AB International Group Corp.
 November 4, 2014
 Page 6

 You may contact J ennifer 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 quest ions.

Sincerely,

 /s/ Mara L. Ransom

 Mara L. Ransom
Assistant Director

Cc: John Root, Jr., Esq.