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 March 13, 2026

Marcus Johnson
Chief Executive Officer
AI Technology Group Inc.
50 W Liberty St.
Suite 880
Reno, NV 89501

 Re: AI Technology Group Inc.
 Amendment No. 2 to Registration Statement on Form 10-12G
 Filed on March 5, 2026
 File No. 000-50739
Dear Marcus Johnson:

 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
Manufacturing
cc: Ronald S. McIntyre
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 aipg_corresp.htm Date March 5, 2026 Sarah Sidwell Division of Corporation Finance Office of Manufacturing Securities and Exchange Commission Washington, D.C. 20549 Re: AI Technology Group Inc. Amendment No. 1 to Registration Statement on Form 10-12G Filed on October 3, 2025 File No. 000-50739 In response to your letter dated January 30, 2026, the following information, corresponding sequentially to the paragraphs in your letter, is hereby submitted on behalf of AI Technology Group Inc. (the “Company”). Amendment No. 2 to the Form 10, Amendment No. 1 to the Form 8-k filed on December 17, 2025 and Amendment No. 1 to the Form 8-K filed on January 29, 2026 reporting for January 28, 2026 are being filed concurrently with this letter. The Company has made certain changes in the Form 10 filing in response to the Staff’s comments. For your convenience, we have reproduced below the comments contained in the Staff’s January 30, 2026 letter in italicized text immediately before our response. Item 1. Description of Business, page 3 Amendment No. 1 to Registration Statement on Form 10-12G Filed on October 3, 2025 General 1. We note your response to our prior comment 3 and reissue in full. We note you have not provided all of the information required by Form 10. Please revise your registration statement to comply with the requirements of Form 10, including, but not limited to, the below items. · Please revise your registration statement throughout to clearly describe the business of AVM. · Please revise to clearly describe the material terms of the merger agreement. · Please revise your disclosure to describe your plan of operations for the next 12 months. In this regard, please disclose any significant steps that must be taken or any significant future milestones that must be achieved in order to accomplish your objectives, including your anticipated timeline and expenditures for these events. · Form 10 requires that various exhibits, including material agreements, must be filed as exhibits, including, but not limited to, all amendments to your articles of incorporation and by-laws. Response: We have revised our registration statement to clearly describe the business of AVM as follows: “ Overview AVM Biotechnology Inc. (“AVM”) is a clinical‑stage biopharmaceutical company focused on the development of AVM0703 , a novel, proprietary formulation of dexamethasone sodium phosphate (“DSP”) designed to activate a unique subset of immune cells known as supercharged natural killer T‑like cells (NKT‑like cells) . AVM’s platform is intended to provide a new therapeutic approach for treating advanced cancers and severe viral infections by stimulating rapid, targeted immune responses while avoiding the toxicities associated with high‑dose corticosteroid therapy. 1 AVM’s lead program, AVM0703, is currently in Phase 2 clinical development for relapsed or refractory lymphoid malignancies. AVM has also generated preclinical data supporting potential applications in solid tumors, autoimmune disorders, and acute viral infections. AVM holds a portfolio of 22 issued patents and 55 pending applications covering composition of matter, methods of use, and manufacturing processes. AVM operates from its headquarters and laboratory facilities in Washington State and conducts clinical operations through U.S.‑based contract research organizations (CROs), academic partners, and clinical sites. Lead Product Candidate: AVM0703 Mechanism of Action AVM0703 is a proprietary, high‑purity formulation of DSP that selectively mobilizes a population of cytotoxic NKT‑like cells from the spleen into circulation. These cells exhibit rapid tumor‑killing activity and immune‑modulating properties. AVM believes this mechanism may offer therapeutic benefit in cancers that have failed multiple prior lines of therapy. Clinical Development Status AVM has recommenced its FDA‑authorized Phase 2 clinical trial evaluating AVM0703 in patients with relapsed or refractory lymphoid malignancies. The trial is designed to assess safety, tolerability, dose optimization, and preliminary efficacy. AVM has an active Investigational New Drug (“IND”) application on file with the U.S. Food and Drug Administration (“FDA”) for AVM0703. The IND was originally filed in 2019 , and AVM has maintained the IND in active status through ongoing regulatory submissions, safety updates, and clinical trial reporting. Regulatory Pathway To obtain FDA approval for AVM0703, AVM expects to complete: · the ongoing Phase 2 clinical trial · an end‑of‑Phase 2 meeting with FDA · a pivotal Phase 3 trial · long‑term safety follow‑up · Chemistry, Manufacturing, and Controls (CMC) scale‑up and validation · submission of a New Drug Application (NDA) AVM has not yet initiated Phase 3 development and will require additional capital to advance AVM0703 through late‑stage trials and regulatory submission. Intellectual Property AVM’s intellectual property portfolio includes: · 22 issued patents covering composition, formulation, and methods of use · 55 pending patent applications in the United States and internationally · trade secrets relating to manufacturing, purification, and dosing regimens AVM believes its IP portfolio provides protection for AVM0703 through at least 2040 , subject to patent term extensions. 2 Manufacturing AVM0703 is manufactured through contract manufacturing organizations (CMOs) under cGMP standards. AVM oversees process development, quality control, and regulatory compliance. AVM anticipates scaling manufacturing capacity in preparation for Phase 3 trials. Competition AVM competes with companies developing immunotherapies, including CAR‑T therapies, monoclonal antibodies, and small‑molecule immune modulators. AVM believes AVM0703 may offer advantages in cost, manufacturing simplicity, and rapid immune activation, but the market is highly competitive and dominated by large pharmaceutical companies. Employees AVM employs scientific, clinical, and administrative personnel and supplements its workforce with consultants, CROs, and CMOs. AVM’s Key Employee, Dr. Theresa Deisher, leads scientific and clinical development. Please revise to clearly describe the material terms of the merger agreement. Response: We have revised our disclosure as follows: “Merger Agreement On July 31, 2025, AI Technology Group Inc. (“Parent”), BioMed360 Solutions Corp. (“BioMed”), and AVM Biotechnology Inc. (“AVM” or the “Corporation”) entered into a definitive Agreement and Plan of Merger (the “Merger Agreement”). The Merger Agreement provides for the formation of a wholly owned Washington subsidiary of Parent (“Merger Sub”), which will merge with and into AVM, with AVM continuing as the surviving corporation and becoming a wholly owned subsidiary of Parent (the “Merger”). The boards of directors of Parent, Merger Sub, and AVM unanimously approved the Merger Agreement and determined that the Merger is advisable and in the best interests of their respective shareholders. AVM’s board also resolved to recommend approval of the Merger to its shareholders in accordance with the Washington Business Corporation Act (“WBCA”). Structure of the Merger At the effective time of the Merger (the “Effective Time”), Merger Sub will merge with and into AVM pursuant to a Certificate of Merger filed with the State of Washington. AVM will survive the Merger as a wholly owned subsidiary of Parent. Each share of AVM common stock outstanding immediately prior to the Effective Time will be cancelled and converted into the right to receive the Merger Consideration described below. Shares held by AVM as treasury shares will be cancelled without consideration. Holders of AVM shares who properly exercise dissenters’ rights under the WBCA will be entitled to receive payment of the fair value of their shares in accordance with applicable law. Merger Consideration The Merger Consideration consists of three components: 3 1. Investment Obligations (Cash Funding) Parent is required to fund a series of investment tranches (the “Investment Obligations”), which convert into Parent common shares at the Effective Time: · Tranche 1: Minimum of $1,000,000 funded July 3, 2025 (maximum $1,500,000), convertible at $1.00 per share . · Tranche 2: $1,000,000 due on each of August 31, 2025; October 31, 2025; December 31, 2025; and February 28, 2026, convertible at $2.50 per share (see Amendment No. 1 to the Form 8-K filed on January 29, 2026 reporting for January 28, 2026). · Tranche 3: Minimum of $10,000,000 and maximum of $25,000,000 due on or before the Closing Date, convertible at $2.50 per share . These tranches must be funded within a 30‑day grace period following the scheduled dates before constituting a material breach. 2. Loan Facility Payout At the Effective Time, the Surviving Corporation will pay in full the outstanding principal and accrued interest under AVM’s existing loan facility, consisting of $2,604,000 in principal and approximately $472,246 in accrued interest as of June 30, 2025, with interest continuing to accrue until closing. 3. Equity Consideration Parent will issue to the AVM shareholders (“Receiving Shareholders”) a number of Parent common shares (the “Consideration Shares”) valued at $2.50 per share , allocated according to each shareholder’s Percentage Interest. The Consideration Shares are intended to qualify for tax‑free treatment under Section 368 of the Internal Revenue Code. Treatment of AVM Options Outstanding options to purchase AVM shares will be treated in accordance with the Merger Agreement and will be cancelled, assumed, or converted into Parent equity awards as specified therein. Governance and Management Following the Merger At the Effective Time: · AVM will continue as the Surviving Corporation and will be wholly owned by Parent. · The directors and officers of AVM immediately prior to the Merger will continue as directors and officers of the Surviving Corporation. · Parent will implement board composition provisions described in the Merger Agreement, including the right of AVM to designate directors to Parent’s board. · Parent will create a non‑economic super‑voting class of shares and issue a portion of such shares to AVM’s Key Employee, as provided in the Merger Agreement. These provisions will result in changes to Parent’s governance and voting structure. Closing Conditions The obligations of the parties to complete the Merger are subject to customary closing conditions, including: Conditions to Parent and Merger Sub · AVM must have at least $5,000,000 in net working capital and $6,000,000 in net worth at Closing. · AVM must obtain Corporation Shareholder Approval , defined as approval by holders of at least 66% of AVM’s outstanding common stock. · All Regulatory Approvals and Required Contractual Consents must be obtained. · The number of Dissenting Shares must not exceed the threshold specified in the Merger Agreement. 4 Conditions to AVM · Parent must have funded the required Investment Obligations . · Parent must be a fully reporting issuer under the Securities Exchange Act of 1934. · Parent must maintain its outstanding share count within the limits set forth in the Merger Agreement. · Parent must have taken all actions necessary to issue and list the Consideration Shares. Covenants of the Parties AVM Covenants AVM has agreed to operate its business in the ordinary course during the interim period, maintain required financial thresholds, provide access to information, maintain confidentiality, and refrain from soliciting or engaging in alternative acquisition proposals. Parent Covenants Parent has agreed to refrain from issuing securities, incurring indebtedness, or entering into material transactions without AVM’s consent; to take all actions necessary to issue and list the Consideration Shares; and to comply with all applicable laws and regulatory requirements. Representations and Warranties The Merger Agreement contains customary representations and warranties by each party, including with respect to: · corporate organization and authority · capitalization · financial statements and absence of undisclosed liabilities · material contracts · intellectual property · compliance with laws, including U.S. sanctions and trade laws · litigation · tax matters · employment and benefit plans · related‑party transactions These representations and warranties survive for the periods specified in the Merger Agreement. Indemnification The Merger Agreement provides for mutual indemnification obligations, subject to customary limitations, including: · a $75,000 basket before indemnification claims may be made · a $5,000,000 cap on indemnifiable losses (excluding fraud) · specified survival periods for representations, warranties, and covenants Termination The Merger Agreement may be terminated under certain circumstances, including: · by either party if the Merger has not closed by July 26, 2026 (as amended pursuant to Form 8-K filed with the SEC on January 29, 2026), subject to extension · by either party in the event of a material breach not cured within 10 days · by mutual written consent Upon termination, the parties’ rights and obligations will be governed by the terms of the Merger Agreement. 5 Regulatory and Securities Law Matters The Consideration Shares will initially be issued as restricted securities under the Securities Act of 1933. Parent has agreed to take steps to register the resale of such shares following the Merger. The Merger Agreement also contains provisions regarding hold periods, resale restrictions, and compliance with Regulation S and other applicable securities laws.” Please revise your disclosure to describe your plan of operations for the next 12 months. Response: “12‑MONTH PLAN OF OPERATIONS AVM’s plan of operations for the next 12 months focuses on advancing AVM0703 through clinical development, strengthening regulatory positioning, and preparing for future pivotal trials. AVM’s ability to execute this plan depends on the availability of capital, including the Investment Obligations described in the Merger Agreement. 1. Clinical Development Activities a. Continue and expand the Phase 2 clinical trial · Enroll additional patients in the ongoing Phase 2 study. · Complete interim safety and efficacy analyses. · Prepare for an end‑of‑Phase 2 meeting with FDA. b. Prepare Phase 3 trial design · Finalize protocol concepts for a pivotal Phase 3 study. · Identify clinical sites and CRO partners. · Initiate pre‑Phase 3 regulatory interactions. 2. Regulatory Activities · Maintain the active IND for AVM0703. · Submit updated clinical data, safety reports, and CMC amendments. · Conduct FDA meetings to align on trial design, endpoints, and regulatory expectations. · Begin drafting components of the future NDA, including CMC modules. 3. Manufacturing and CMC Development · Scale up manufacturing processes for Phase 3 readiness. · Conduct stability studies and process validation work. · Evaluate secondary suppliers to ensure redundancy and compliance. 4. Research and Pipeline Development · Conduct preclinical studies exploring AVM0703 in solid tumors and viral infections. · Advance discovery‑stage programs leveraging AVM’s immune‑activation platform. · File additional patent applications to strengthen IP protection. 6 5. Corporate Integration and Operational Infrastructure · Integrate AVM into the Parent’s reporting, governance, and financial systems. · Expand quality, regulatory, and clinical operations functions. · Implement systems required for SEC reporting and public‑company compliance. 6. Capital Requirements The Company expects to require additional capital to: · complete the ongoing Phase 2 trial · initiate Phase 3 development · scale manufacturing · support regulatory submissions The Company anticipates funding these activities through: · the Investment Obligations under the Merger Agreement · potential equity financings · strategic partnerships or licensing arran

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<TEXT>
 January 30, 2026

Marcus Johnson
Chief Executive Officer
AI Technology Group Inc.
50 W Liberty St.
Suite 880
Reno, NV 89501

 Re: AI Technology Group Inc.
 Amendment No. 1 to Registration Statement on Form 10-12G
 Filed on October 3, 2025
 File No. 000-50739
Dear Marcus Johnson:

 We have reviewed your filing and have the following comments.

 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 a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response and any amendment you may file in response
to this letter,
we may have additional comments.

Amendment No. 1 to Registration Statement on Form 10-12G Filed on October 3,
2025
General

1. We note your response to our prior comment 3 and reissue in full. We
note you have not
 provided all of the information required by Form 10. Please revise your
registration
 statement to comply with the requirements of Form 10, including, but not
limited to, the
 below items.
 Please revise your registration statement throughout to clearly
describe the business
 of AVM.
 Please revise to clearly describe the material terms of the merger
agreement.
 Please revise your disclosure to describe your plan of operations
for the next 12
 months. In this regard, please disclose any significant steps that
must be taken or any
 significant future milestones that must be achieved in order to
accomplish your
 objectives, including your anticipated timeline and expenditures for
these events.
 Form 10 requires that various exhibits, including material
agreements, must be filed
 January 30, 2026
Page 2

 as exhibits, including, but not limited to, all amendments to your
articles of
 incorporation and by-laws.
Item 1. Description of Business, page 3

2. We note from your Form 8-K filed on January 14, 2026, that AVM has
recommenced its
 FDA Phase 2 clinical trial of AVM0703. Please revise your discussion of
AVM0703 to
 describe the status of your approval efforts to date. To the extent you
have yet to conduct
 certain trials or studies required as a prerequisite to preparing
AVM0703 for FDA
 approvals, please revise your disclosure to clarify. Describe all
material steps you will
 need to complete before the company can obtain FDA approval.
3. Please revise to disclose whether you have filed INDs with the FDA for
AVM0703, and
 if so, disclose the date the IND was filed and whether it is still
active.
4. Please clarify the steps that remain prior to the commercialization of
AVM0703 and, if
 additional funding is required prior to commercialization, please
clarify the amount and
 sources of funds.
AVM - AI Technology Group definitive agreement: Key Points, page 3

5. We have reviewed your response and noted the revisions to the
disclosures related to our
 prior Comment 4. However, your argument does not sufficiently support
the conclusion
 that historical financial statements of AVM and pro forma financial
statements are
 unnecessary. We acknowledge that the closing of the proposed transaction
and the level
 of assurance regarding its completion are not the sole determinants of
probability.
 Nevertheless, the following factors appear inconsistent with your
conclusion that the
 transaction was not probable:
 the level of prominence given to the transaction within the
registration statement;
 investment commitments to date (e.g., Tranche 1 and Tranche 2);
 the issuance of 27,958,695 shares of restricted stock to BioMed 360
on October 7,
 2025; and
 closing of this proposed transaction is subject to conditions
customary for
 transactions of this type.
 Please revise your filing to include the historical financial statements
for AVM and pro
 forma financial statements illustrating the effects of this transaction.
Refer to Rule 3-05,
 Rule 8-04, Rule 8-05, and Article 11 of Regulation S-X for guidance.
6. We note your response to the second bullet point in prior comment 4,
indicating that the
 acquisition of AVM will be accounted for as a business combination under
ASC 805
 using the acquisition method. Under this approach, you will recognize
the identified
 assets acquired and liabilities assumed at fair value, with any
resulting goodwill or
 bargain purchase gain recorded in accordance with ASC 805-30. We also
note your
 disclosure in Form 10-Q that, on October 7, 2025, you issued 27,958,695
restricted
 common shares to the shareholders of Biomed360 the sole shareholder of
AVM as
 part of the definitive agreement entered into on August 1, 2025 with
Biomed360 and
 AVM regarding the Company s acquisition of AVM. It appears that the
issuance of
 these shares to Biomed360 s shareholders resulted in a change in
control of the
 Company. In this regard, please explain your consideration of ASC 805-40
and clarify
 January 30, 2026
Page 3

 why the acquisition of AVM would not be classified as a reverse
recapitalization.
 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 Stephany Yang at 202-551-3167 or Hugh West at
202-551-3872 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Sarah Sidwell at 202-551-4733 or Evan Ewing at 202-551-5920 with any
other
questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
cc: Ronald S. McIntyre
</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

aipg_corresp.htmDate October 1, 2025

 Sarah Sidwell

 Division of Corporation Finance

 Office of Manufacturing

 Securities and Exchange Commission

 Washington, D.C. 20549

    Re:

   AI Technology Group Inc.

   Registration Statement on Form 10

 Filed on September 15, 2025

 File No. 000-50739

 In response to your letter dated September 25, 2025, the following information, corresponding sequentially to the paragraphs in your letter, is hereby submitted on behalf of AI Technology Group Inc. (the “Company”). Amendment No. 1 to the Form 10 is being filed concurrently with this letter.

 The Company has made certain changes in the Form 10 filing in response to the Staff’s comments. For your convenience, we have reproduced below the comments contained in the Staff’s September 25, 2025 letter in italicized text immediately before our response.

 Form 10 filed on September 15, 2025

 General

    1.

   Please note that this registration statement becomes effective automatically 60 days after its initial filing. You will then be subject to the reporting requirements of the Exchange Act of 1934, including the requirement to file Forms 10-K, 10-Q and 8-K even if comments remain open on this registration statement. If you do not wish to become subject to these reporting requirements before completion of our review, you may wish to consider withdrawing this registration statement before it becomes effective automatically.

   Response: We acknowledge that the Form 10 registration statement will become effective automatically 60 days after its initial filing, pursuant to Section 12(g) of the Exchange Act. At this time, we intend to allow the registration statement to become effective as scheduled. We understand that this will subject the Company to the periodic reporting requirements of the Exchange Act, including the filing of Forms 10-K, 10-Q, and 8-K, regardless of whether SEC comments remain open. Should our position change, we will notify the staff and consider withdrawing the filing prior to the effective date.

   2.

   We note that you are registering a class of common stock on Form 10 pursuant to Section 12(g). Please confirm your understanding that this registration statement does not (i) register the sale or issuance of securities in connection with your pending acquisition of AVM or (ii) register the resale of AI Technology Group Inc. securities that AVM shareholders will receive as consideration for the merger. Additionally, please revise to clearly state, if applicable, the exemptions from registration that will be claimed with respect to sales of securities in connection with the merger and briefly state the facts relied upon to make the exemptions available.

  1

    Response: We confirm that the current Form 10 registration statement is filed solely to register a class of common stock under Section 12(g) of the Exchange Act. It does not register:

   ·

  The sale or issuance of securities in connection with the pending acquisition of AVM Biotechnology Inc.

   ·

  The resale of AI Technology Group Inc. securities that AVM shareholders may receive as consideration for the merger.

   The shares to be issued in connection with the acquisition will be restricted securities and will be issued in reliance on Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D, based on the following facts:

   ·

   The transaction is a private offering not involving general solicitation.

   ·

   The recipients are accredited investors or have sufficient knowledge and experience to evaluate the investment.

   ·

   Appropriate investment representations and transfer restrictions will be imposed.

   We will revise the Form 10 to clearly reflect this understanding and include a brief description of the exemption relied upon.

   3.

   We note you have not provided all of the information required by Form 10. Please revise your registration statement to comply with the requirements of Form 10, including, but not limited to, the below items.

   ·

   Please revise your registration statement throughout to clearly describe the business of AVM. Refer to Item 101(h) and Item 102 of Regulation S-K.

   Response: We will expand our disclosure under Item 1 to include a description of AVM Biotechnology Inc.’s business, operations, and principal products or services, in accordance with Items 101(h) and 102 of Regulation S-K as follows:

   “AVM is developing a product titled “AVM0703”, a small-molecule, one hour outpatient infusion that reactivates a reserve set of high-power immune cells (NKT cells) to recognize and destroy more than 20 types of cancers. It’s not chemotherapy, radiation, or a complex cell therapy—just a room-temperature-stable infusion with straightforward manufacturing for scale. AVM0703 is investigational and is being studied first in relapsed/ refractory non-Hodgkin lymphoma.”

   ·

   Please revise to clearly describe the material terms of the merger agreement.

   Response: Under Item 1 of the Form 10, we believe we have disclosed the material terms of the merger agreement in the section titled “AVM – AI Technology Group definitive agreement: Key Points”.

   ·

   Please revise your disclosure to describe your plan of operations for the next 12 months. In this regard, please disclose any significant steps that must be taken or any significant future milestones that must be achieved in order to accomplish your objectives, including your anticipated timeline and expenditures for these events.

  2

 Response: Under Item 1 of the Form 10 in the section titled “Our Company” we disclose that AI Technology Group Inc., is a public shell company seeking to create value for its shareholders by merging with another entity with experienced management and opportunities for growth in return for shares of our common stock.

 Further, we disclose that AI Technology Group Inc. entered into a definitive agreement dated August 1, 2025 with Biomed360 Solutions Corp. and AVM Biotechnology Inc. (“AVM”) and such agreement contemplates the acquisition of AVM by AI through the issuance of shares of AI to the shareholders of AVM. Closing of this proposed transaction is subject to a number of conditions. There is no assurance that this transaction will close.

   ·

   Please include Marcus Johnson in the beneficial ownership table of the officers and directors.

   (1)

   Response: Bellingham Prospects Inc. (the “Company”) is a Nevada corporation. Under Item 4. of the Form 10, we have disclosed that Bellingham Prospects Inc., holds 78.8% of the common stock of the Company and in footnote 1, we disclose that Marcus Johnson has sole dispositive rights and voting rights over Bellingham Prospects Inc. common shares owned and that Marcus Johnson is President, Treasurer, Secretary and Sole Director of the Company.

   ·

   Form 10 requires that various exhibits, including material agreements, must be filed as exhibits, including, but not limited to, all amendments to your articles of incorporation and by-laws.

 Response: We have revised our exhibits to include the certificate of amendment effecting the name change from Energenx, Inc. to AI Technology Group Inc.

 Item 1. Description of Business

 AVM – AI Technology Group definitive agreement: Key Points, page 3

    4.

   We note your disclosure that you entered into a definitive agreement dated August 1, 2025 that contemplates the Company's acquisition of AVM Biotechnology Inc.

 Please address the following:

   ·

   Provide us with your analysis to determine whether this acquisition is considered probable, and therefore, historical financial statements for AVM Biotechnology Inc. and pro forma financial statements illustrating the effects of this transaction should be included in your filing. Refer to Rule 3-05, Rule 8-04, Rule 8-05, and Article 11 of Regulation S-X.

 Response: We respectfully submit that the acquisition of AVM Biotechnology Inc. is not yet considered probable under Rule 3-05 of Regulation S-X due to the presence of multiple material contingencies:

   ·

   The transaction is contingent upon the successful raising of $14 million in financing, which has not yet occurred.

   ·

   The completion of audited financial statements for AVM Biotechnology Inc. for the two most recent fiscal years is a condition to closing. The audit process has only recently commenced.

   ·

   The shares to be issued under the acquisition agreement will be restricted securities and will not be registered under the current Form 10 filing.

  3

 Given these factors, we believe the acquisition does not meet the threshold of "probable" as defined in SEC guidance. Accordingly, we have not included historical or pro forma financial statements for AVM Biotechnology Inc. in this Form 10.

 We will continue to monitor the progress of the transaction and will amend our disclosure and financial statements as necessary should the acquisition become probable or consummated.

   ·

   Revise your key point disclosures to provide a detailed discussion of your accounting treatment for this transaction and cite the specific authoritative literature you utilized to support your accounting treatment.

  Response: Should the acquisition proceed, it will be accounted for as a business combination under ASC 805 – Business Combinations, using the acquisition method. We will recognize identifiable assets acquired and liabilities assumed at fair value on the acquisition date, and any resulting goodwill or bargain purchase gain will be recorded in accordance with ASC 805-30.

 We will revise our disclosure in future filings to reflect this accounting treatment once the transaction becomes probable or closes.

   ·

   Revise your MD&A to discuss the expected effects of this acquisition on your future results of operations.

  Response: Given the current status of the transaction and the contingencies noted above, we have not included a detailed MD&A discussion of the expected effects of the acquisition. However, we acknowledge the importance of forward-looking disclosure and will update our MD&A in future filings to reflect:

   ·

   Strategic rationale for the acquisition.

   ·

   Potential synergies and integration plans.

   ·

   Expected impact on revenue, expenses, and liquidity.

   ·

   Any known risks or uncertainties related to the transaction

 Item 6. Executive Compensation, page 12

    5.

   We note your disclosure that "Current AVM directors/officers stay; Parent may add up to 2 directors." Please revise to describe the anticipated compensation of the company's officers and directors post-merger.

  Response: Given the current status of the transaction and the contingencies noted above, we have not included any description of anticipated compensation of the Company’s officers and directors. Under the section titled “AVM – AI Technology Group definitive agreement: Key Points” we have disclosed the requirement for an employment agreement with Key Employee Theresa Deisher however, given the current status of the transaction and the contingencies noted above, the terms of such employment agreement have yet to be negotiated.

 Report of Independent Registered Public Accounting Firm, page F-2

  4

    6.

   Please have your auditor revise its audit report to refer to your Company by the correct legal name. Also revise to correct the name of the Company on pages F-5 through F-7, F-18, and F-28.

  Response: We have noted the error regarding the correct legal name of the Company and have revised our disclosure accordingly.

 Notes to Financial Statements

 Note 7- Subsequent Events, page F-11

    7.

   We note here and on pages F-21 and F-31 that you evaluated subsequent events through September 10, 2025 which is the date the financial statements were available to be issued. We also note that the audit report is dated September 3, 2025. Please have your auditor explain to us how it considered the guidance in PCAOB Auditing Standard 3110 in determining the appropriate date of its report.

  Response: We note your comment and have revised our subsequent event note to reflect subsequent events through September 3, 2025.

 Financial Statements, page F-12

    8.

   We note you presented interim financial statements as of and for the period ended March 31, 2025 here and interim financial statements as of and for the period ended June 30, 2025 on page 22. Please remove the interim financial statements and related information as of and for the period ended March 31, 2025. Refer to Article 8-03 of Regulation S-X.

  Response: We note your comment and have revised our disclosure accordingly.

 Balance Sheet, page F-23

    9.

   Please revise to clearly label the interim financial statements as “unaudited.” Include that label on each of the primary financial statements. In addition, correct the footnote at the bottom of pages F-23 through F-27 to state that the notes are an integral part of these “unaudited” financial statements.

  Response: We note your comment and have revised our disclosure accordingly.

 Sincerely,

      /s/Marcus Johnson

   Chief Executive Officer

  5

September 25, 2025
Marcus Johnson
Chief Executive Officer
AI Technology Group Inc.
50 W Liberty St.
Suite 880
Reno, NV 89501
Re:AI Technology Group Inc.
Registration Statement on Form 10
Filed on September 15, 2025
File No. 000-50739
Dear Marcus Johnson:
            We have reviewed your filing and have the following comments.
            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 a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response and any amendment you may file in response to this
letter, we may have additional comments.
Form 10 filed on September 15, 2025
General
1.Please note that this registration statement becomes effective automatically 60
days after its initial filing. You will then be subject to the reporting requirements of
the Exchange Act of 1934, including the requirement to file Forms 10-K, 10-Q and 8-
K even if comments remain open on this registration statement. If you do not wish to
become subject to these reporting requirements before completion of our review, you
may wish to consider withdrawing this registration statement before it becomes
effective automatically.
We note that you are registering a class of common stock on Form 10 pursuant to
Section 12(g). Please confirm your understanding that this registration statement does
not (i) register the sale or issuance of securities in connection with your pending
acquisition of AVM or (ii) register the resale of AI Technology Group Inc. securities
that AVM shareholders will receive as consideration for the merger. Additionally, 2.

September 25, 2025
Page 2
please revise to clearly state, if applicable, the exemptions from registration that will
be claimed with respect to sales of securities in connection with the merger and briefly
state the facts relied upon to make the exemptions available.
3.We note you have not provided all of the information required by Form 10. Please
revise your registration statement to comply with the requirements of Form 10,
including, but not limited to, the below items.
•Please revise your registration statement throughout to clearly describe the
business of AVM. Refer to Item 101(h) and Item 102 of Regulation S-K.
•Please revise to clearly describe the material terms of the merger agreement.
•Please revise your disclosure to describe your plan of operations for the next 12
months. In this regard, please disclose any significant steps that must be taken or
any significant future milestones that must be achieved in order to accomplish
your objectives, including your anticipated timeline and expenditures for these
events.
•Please include Marcus Johnson in the beneficial ownership table of the officers
and directors.
•Form 10 requires that various exhibits, including material agreements, must be
filed as exhibits, including, but not limited to, all amendments to your articles of
incorporation and by-laws.
Item 1. Description of Business
AVM – AI Technology Group definitive agreement: Key Points, page 3
4.We note your disclosure that you entered into a definitive agreement dated August 1,
2025 that contemplates the Company's acquisition of AVM Biotechnology Inc.
Please address the following:
•Provide us with your analysis to determine whether this acquisition is considered
probable, and therefore, historical financial statements for AVM Biotechnology
Inc. and pro forma financial statements illustrating the effects of this transaction
should be included in your filing. Refer to Rule 3-05, Rule 8-04, Rule 8-05, and
Article 11 of Regulation S-X.
•Revise your key point disclosures to provide a detailed discussion of your
accounting treatment for this transaction and cite the specific authoritative
literature you utilized to support your accounting treatment.
•Revise your MD&A to discuss the expected effects of this acquisition on your
future results of operations.
Item 6. Executive Compensation, page 12
5.We note your disclosure that "Current AVM directors/officers stay; Parent may add
up to 2 directors." Please revise to describe the anticipated compensation of the
company's officers and directors post-merger.
Report of Independent Registered Public Accounting Firm, page F-2
Please have your auditor revise its audit report to refer to your Company by the
correct legal name. Also revise to correct the name of the Company on pages F-5 6.

September 25, 2025
Page 3
through F-7, F-18, and F-28.
Notes to Financial Statements
Note 7- Subsequent Events, page F-11
7.We note here and on pages F-21 and F-31 that you evaluated subsequent events
through September 10, 2025 which is the date the financial statements were available
to be issued. We also note that the audit report is dated September 3, 2025. Please
have your auditor explain to us how it considered the guidance in PCAOB Auditing
Standard 3110 in determining the appropriate date of its report.
Financial Statements, page F-12
8.We note you presented interim financial statements as of and for the period ended
March 31, 2025 here and interim financial statements as of and for the
period ended June 30, 2025 on page 22. Please remove the interim financial
statements and related information as of and for the period ended March 31, 2025.
Refer to Article 8-03 of Regulation S-X.
Balance Sheet, page F-23
9.Please revise to clearly label the interim financial statements as “unaudited.” Include
that label on each of the primary financial statements. In addition, correct the footnote
at the bottom of pages F-23 through F-27 to state that the notes are an integral part of
these “unaudited” financial statements.
            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 Stephany Yang at 202-551-3167 or Hugh West at 202-551-3872 if you
have questions regarding comments on the financial statements and related matters. Please
contact Sarah Sidwell at 202-551-4733 or Evan Ewing at 202-551-5920 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:Ronald S. McIntyre