SecProbe.io

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 CANNABIS BIOSCIENCE INTERNATIONAL HOLDINGS, INC.

 6201 Bonhomme Road, Suite 435N

 Houston, Texas 77036

 April 8, 2026

 United States Securities and Exchange Commission

 Division of Corporation Finance

 Office of Technology

 Washington, D.C. 20549

 Re: Cannabis Bioscience International Holdings, Inc.

 Offering Statement on Form
1-A

 File No. 024-12731

 Filed on March 27, 2026

 Ladies and Gentlemen:

 By its letter of April 1, 2026, the Commission
has advised us that it does not intend to review the referenced Offering Statement.

 Pursuant to Rule 252(e) promulgated under the
Securities Act of 1933, Cannabis Bioscience International Holdings, Inc. (the "Company") requests that the Commission issue
an order qualifying the Offering Statement, effective at 9:00 a.m., Eastern Time, on Monday, April 13, 2026, or as soon thereafter as
practicable.

 The Company acknowledges that:

 · Should the requested order be issued, the resulting qualification will not foreclose the Commission from
taking any action with respect to the Offering Statement.

 · 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.

 · The Company may not assert the lack of comment by the staff on the Offering Statement or the qualification
of the Offering Statement as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of
the United States.

 · The Company is aware of its reporting requirements under Rule 257 of Regulation A.

 There are no participants in the offering that
are required to clear compensation arrangements with FINRA.

 The Company requests that it be notified of the
issuance of the order of qualification by telephone call or email to the undersigned at (214) 733-0868 / dpicazo@cbih.net or to its counsel,
Barry J. Miller, at (248) 232-8039 / bjmiller@bjmpllc.com.

 If you have any questions, please contact the
above-named counsel.

 Very truly yours,

 CANNABIS BIOSCIENCE INTERNATIONAL HOLDINGS, INC.

 By:
 /s/ Dante Picazo

 Dante Picazo
 Chief Executive Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 1, 2026

Dante Picazo
Principal Executive Officer
Cannabis Bioscience International Holdings, Inc.
6201 Bonhomme Road
Suite 435N
Houston, TX 77036

 Re: Cannabis Bioscience International Holdings, Inc.
 Offering Statement on Form 1-A
 Filed March 27, 2026
 File No. 024-12731
Dear Dante Picazo:

 This is to advise you that we do not intend to review your offering
statement.

 We will consider qualifying your offering statement at your request. If
a participant in
your offering is required to clear its compensation arrangements with FINRA,
please have
FINRA advise us that it has no objections to the compensation arrangements
prior to
qualification.

 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. We also remind you that, following qualification of your
Form 1-A, Rule 257
of Regulation A requires you to file periodic and current reports, including a
Form 1-K which
will be due within 120 calendar days after the end of the fiscal year covered
by the report.

 Please contact Robert Augustin at 202-551-8483 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Industrial Applications and Services
cc: Barry J. Miller
</TEXT>
</DOCUMENT>

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CANNABIS BIOSCIENCE INTERNATIONAL HOLDINGS,
INC.

6201 Bonhomme Road, Suite 466S,

Houston, TX 77036

December 4, 2023

United States Securities and Exchange Commission

Washington, D.C. 20549

Attention: Nicholas Nalbantian, Esq.

  Re:
  Cannabis International Bioscience, Inc.

  Registration Statement on Form S-1

   File No. 333-267039

  Acceleration Request

  Requested Date: Tuesday, December 5, 2023

  Requested Time: 4:30 P.M., Eastern Time

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities
Act of 1933, Cannabis Bioscience International Holdings, Inc. hereby requests that the United States Securities and Exchange Commission
accelerate the effectiveness of the referenced Registration Statement to 4:30 p.m., Eastern time, on December 5, 2023, or as soon thereafter
as may be practicable.

When the Registration Statement has been declared
effective, please advise Barry J. Miller, Esq., at (248) 232-8039. Please also contact him should you have any questions.

Very truly yours,

CANNABIS INTERNATIONAL BIOSCIENCE, INC.

By: /s/ Dante Picazo

Dante Picazo

Chief Executive Officer

 cc: Barry J. Miller, Esq.

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Barry J. Miller

7146 Pebble Park Drive

West Bloomfield, Michigan 48322

Tel.: +1 (248) 232-8039

Fax: +1 (248) 246-9524

E-Mail: bjmiller@bjmpllc.com

November 30, 2023

U.S. Securities and Exchange Commission

Washington, D.C. 20549

    Re:
    Cannabis Bioscience International Holdings, Inc.

    Registration Statement on Form S-1 (File No. 333-267039) – Amendment No. 7

On behalf of my client, Cannabis Bioscience International
Holdings, Inc. (the “Company”), I am responding to the comments from your Staff (the “Staff”) relating
to Amendment No. 6 to the referenced Registration Statement (the “Registration Statement”) contained in the Staff’s
letter dated November 29, 2023. In response to these comments, the Company has today filed Amendment No. 7 to the Registration Statement.

Set forth below is the Company’s response
to the Staff’s comments. For convenience, the Staff’s comments are repeated below in italics, followed by the Company’s
response and a summary of the responsive actions taken.

Comment 1:

Description of Business

Clinical Trial in Which We Will be the Sponsor, page 58

 1. We note your response to comment 2 and
                                            we reissue. In your response letter you state that the registration statement has been amended
                                            to state that you will not be selling any CBD products in the 18 states that restrict their
                                            sale and use. However, we do not see any such amendments in the registration statement; please
                                            make such amendment or advise us where the amendment was made.

Response:

The Company has made the amendment. The failure
to respond to the Staff’s comment was inadvertent; the amended language appear in several drafts of Amendment No. 6 and for reasons
that the Company is at a loss to explain, was dropped from the final version.

Comment 2:

Item 16A. Exhibits Exhibit 23.1, page II-4

 2. Please file an updated consent letter from PWR CPA, LLP that has a
                                            current date.

Response:

The updated consent letter has been filed. The
Company has also filed an updated consent letter for Victor Mokuolu, CPA PLLC.

________________

The amendment also contains updates of certain
dates and the correction of a typographical error.

In light of the few and uncomplicated changes
that have been made in this amendment, the Company requests that they be reviewed expeditiously.

Please contact me if you have any questions regarding
the foregoing or if I can provide any additional information.

Very truly yours,

/s/ Barry J. Miller

United States securities and exchange commission logo
November 29, 2023
Dante Picazo
Chief Executive Officer
Cannabis Bioscience International Holdings, Inc.
6201 Bonhomme Road
Suite 466S
Houston, TX 77036
Re:Cannabis Bioscience International Holdings, Inc.
Amendment No. 6 to Registration Statement on Form S-1
Filed November 13, 2023
File No. 333-267039
Dear Dante Picazo:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a 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 letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our October 19, 2023 letter.
Amendment No. 6 to the Registration Statement on Form S-1, Filed November 13, 2023
Description of Business
Clinical Trial in Which We Will be the Sponsor, page 58
1.We note your response to comment 2 and we reissue. In your response letter you state that
the registration statement has been amended to state that you will not be selling any CBD
products in the 18 states that restrict their sale and use. However, we do not see any such
amendments in the registration statement; please make such amendment or advise us
where the amendment was made.

 FirstName LastNameDante Picazo
 Comapany NameCannabis Bioscience International Holdings, Inc.
 November 29, 2023 Page 2
 FirstName LastName
Dante Picazo
Cannabis Bioscience International Holdings, Inc.
November 29, 2023
Page 2
Item 16A. Exhibits
Exhibit 23.1, page II-4
2.Please file an updated consent letter from PWR CPA, LLP that has a current date.
            Please contact Ta Tanisha Meadows at 202-551-3322 or Theresa Brillant at 202-551-
3307 if you have questions regarding comments on the financial statements and related
matters. Please contact Nicholas Nalbantian at 202-551-7470 or Lilyanna Peyser at 202-551-
3222 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Barry J. Miller

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Barry J. Miller

7146 Pebble Park
Drive

West Bloomfield,
Michigan 48322

Tel.: +1 (248) 232-8039

Fax: +1 (248) 246-9524

E-Mail: bjmiller@bjmpllc.com

November 13, 2023

U.S. Securities and Exchange Commission

Washington, D.C. 20549

    Re:
    Cannabis Bioscience International Holdings, Inc.

    Registration Statement on Form S-1 (File No. 333-267039) – Amendment
    No. 6

On behalf of my
client, Cannabis Bioscience International Holdings, Inc. (the “Company”), I am responding to the comments from your Staff
(the “Staff”) relating to Amendment No. 5 to the referenced Registration Statement (the “Registration Statement”)
contained in the Staff’s letter dated October 19, 2023. In response to these comments, the Company has today filed Amendment No.
6 to the Registration Statement.

Set forth below
is the Company’s response to the Staff’s comments. For convenience, the Staff’s comments are repeated below in italics,
followed by the Company’s response and a summary of the responsive actions taken.

Comment
1:

Description of Business

Clinical Trial in Which We Will be
the Sponsor, page 56

Please identify
the Harvard Health Publishing article you refer to in this sub-section.

Response:

The article has been identified
in the specified text.

Comment 2:

We note your disclosure
that "CBD derived from hemp containing less than 0.3% of tetrahydrocannabinol...was legalized at the federal level by the Agriculture
Improvement Act of 2018 and its sale and use of CBD products containing less than 0.3% of THC is legal in all states except for 18, which
restrict sale and use for various reasons, including the age of the purchaser, non-medical use and the THC content." Please tell
us your plans regarding the potential sale of such products in the 18 states that restrict its sale and use.

Response:

The text
has been updated to indicate that the Company does not plan to sell CBD products in these 18 states or in any jurisdiction in which their
sale would be illegal.

      1

Comment 3:

Notes to Consolidated
Financial Statements Note 4 - Debt

PPP Loans, page F-12

Please
address the following discrepancies between the disclosures in this footnote and the amounts disclosed in the Consolidated Statements
of Operations and the Consolidated Statements of Cash Flows:

 · You
                                            state the balance of the PPP loans at May 31, 2023 is $41,666 is recorded in Current Liabilities,
                                            but the balance sheet shows a balance of $0 at May 31, 2023.

 · You
                                            state you received forgiveness for the PPP loans in April 2021. Please explain what the 2022
                                            and 2023 amounts represent in the line item “Forgiveness of PPP loan” on the
                                            Statements of Cash Flows.

Response:

 · This
                                            statement was incorrect and has been removed.

 · The
                                            forgiveness of PPP loans was erroneously included in the Company’s consolidated statements
                                            of cash flows for the fiscal years ended May 31, 2023, and May 31, 2022. These statements
                                            have been amended by removing these line items.

The amendment also
contains unaudited financial statements for the quarter ended August 31, 2023, material in Management’s Discussion relating to
these financial statements and other updating or clarifying changes.

Please contact
me if you have any questions regarding the foregoing or if I can provide any additional information.

Very
truly yours,

/s/
Barry J. Miller

      2

United States securities and exchange commission logo
October 19, 2023
Dante Picazo
Chief Executive Officer
Cannabis Bioscience International Holdings, Inc.
6201 Bonhomme Road
Suite 466S
Houston, TX 77036
Re:Cannabis Bioscience International Holdings, Inc.
Amendment No. 5 to Registration Statement on Form S-1
Filed September 27, 2023
File No. 333-267039
Dear Dante Picazo:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a 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 letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our July 17, 2023 letter.
Amendment No. 5 to Registration Statement on Form S-1, Filed September 27, 2023
Description of Business
Clinical Trial in Which We Will be the Sponsor, page 56
1.Please identify the Harvard Health Publishing article you refer to in this sub-section.

 FirstName LastNameDante Picazo
 Comapany NameCannabis Bioscience International Holdings, Inc.
 October 19, 2023 Page 2
 FirstName LastName
Dante Picazo
Cannabis Bioscience International Holdings, Inc.
October 19, 2023
Page 2
2.We note your disclosure that "CBD derived from hemp containing less than 0.3% of
tetrahydrocannabinol...was legalized at the federal level by the Agriculture Improvement
Act of 2018 and its sale and use of CBD products containing less than 0.3% of THC is
legal in all states except for 18, which restrict sale and use for various reasons, including
the age of the purchaser, non-medical use and the THC content."  Please tell us your plans
regarding the potential sale of such products in the 18 states that restrict its sale and use.
Notes to Consolidated Financial Statements
Note 4 - Debt
PPP Loans, page F-12
3.Please address the following discrepancies between the disclosures in this footnote and the
amounts disclosed in the Consolidated Statements of Operations and the Consolidated
Statements of Cash Flows:

•You state the balance of the PPP loans at May 31, 2023 is $41,666 is recorded in
Current Liabilities, but the balance sheet shows a balance of $0 at May 31, 2023.
•You state you received forgiveness for the PPP loans in April 2021. Please explain
what the 2022 and 2023 amounts represent in the line item "Forgiveness of PPP loan"
on the Statements of Cash Flows.
            Please contact Ta Tanisha Meadows at 202-551-3322 or Theresa Brillant at 202-551-
3307 if you have questions regarding comments on the financial statements and related
matters. Please contact Nicholas Nalbantian at 202-551-7470 or Lilyanna Peyser at 202-551-
3222 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Barry J. Miller

CORRESP
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Barry J. Miller

7146 Pebble Park Drive

West Bloomfield, Michigan 48322

Tel.: +1 (248) 232-8039

Fax: +1 (248) 246-9524

E-Mail: bjmiller@bjmpllc.com

September 27, 2023

U.S. Securities and Exchange Commission

Washington, D.C. 20549

  Re:
  Cannabis Bioscience International Holdings, Inc.

  Registration Statement on Form S-1 (File No. 333-267039)
– Amendment No. 5

Ladies and Gentlemen:

On behalf of my client, Cannabis Bioscience International
Holdings, Inc. (the “Company”), I am responding to the comments from your Staff (the “Staff”) relating
to Amendment No. 4 to the referenced Registration Statement (the “Registration Statement”) contained in the Staff’s
letter dated July 17, 2023. In response to these comments, the Company has todays filed an amendment to the Registration Statement.

Set forth below is the Company’s response
to the Staff’s comments. For convenience, the Staff’s comments are repeated below in italics, followed by the Company’s
response and a summary of the responsive actions taken.

Comment 1:

Please provide
an updated consent letter from your independent auditor.

Response:

The Company has provided appropriately dated consents
from the independent auditors who audited the Company’s financial statements for the fiscal years ended May 31, 2023, and May 31,
2022.

Comment 2:

Audited Consolidated Financial
Statements, page 73

Please provide updated financial statements
for the year ended May 31, 2023 pursuant to Rule 8-08(a) and (b) of Regulation S-X.

Response:

These financial statements are included in the
amendment.

Comment 3:

The opinion does not cover the same number
of shares to be sold by selling stockholders as the prospectus. Please revise.

Response:

A revised opinion is included as an exhibit to
the amendment.

The amendment also includes material reflecting
the Company’s decisions to terminate its Sleep Center Business and to commence conducting clinical trials of cannabinoids as a sponsor
(that is, for its own account. You will also find updating material, as well as correction of language which I believe is clarifying and
nonsubstantive.

Please contact me if you have any questions regarding
the foregoing or if I can provide any additional information.

Very truly yours,

/s/ Barry J. Miller

United States securities and exchange commission logo
July 17, 2023
Dante Picazo
Chief Executive Officer
Cannabis Bioscience International Holdings, Inc.
6201 Bonhomme Road
Suite 466S
Houston, TX 77036
Re:Cannabis Bioscience International Holdings, Inc.
Amendment No. 4 to Registration Statement on Form S-1
Filed July 10, 2023
File No. 333-267039
Dear Dante Picazo:
            We have reviewed your amended 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 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.  Unless we note
otherwise, our references to prior comments are to comments in our July 6, 2023 letter.
Amendment No. 4 to Form S-1 Filed July 10, 2023
Amendment No. 3 to Form S-1 Filed June 8, 2023
Exhibit 23.1, page 1
1.Please provide an updated consent letter from your independent auditor.
Audited Consolidated Financial Statements, page 73
2.Please provide updated financial statements for the year ended May 31, 2023 pursuant to
Rule 8-08(a) and (b) of Regulation S-X.

 FirstName LastNameDante Picazo
 Comapany NameCannabis Bioscience International Holdings, Inc.
 July 17, 2023 Page 2
 FirstName LastName
Dante Picazo
Cannabis Bioscience International Holdings, Inc.
July 17, 2023
Page 2
General
3.The opinion does not cover the same number of shares to be sold by selling stockholders
as the prospectus.  Please revise.
            You may contact Ta Tanisha Meadows at 202-551-3322 or Theresa Brillant at 202-551-
3307 if you have questions regarding comments on the financial statements and related
matters.  Please contact Nicholas Nalbantian at 202-551-7470 or Lilyanna Peyser at 202-551-
3222 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Barry J. Miller

CORRESP
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Barry J. Miller

7146 Pebble Park Drive

West Bloomfield, Michigan 48322

Tel.: +1 (248) 232-8039

Fax: +1 (248) 246-9524

E-Mail: bjmiller@bjmpllc.com

July 10, 2023

U.S. Securities and Exchange Commission

Washington, D.C. 20549

  Re:
  Cannabis Bioscience International Holdings, Inc.

  Registration Statement on Form S-1 (File No. 333-267039)
– Amendment No. 4

Ladies and Gentlemen:

On behalf of my client, Cannabis Bioscience International
Holdings, Inc. (the “Company”), I am responding to the comments from your Staff (the “Staff”) relating
to Amendment No. 3 to the referenced Registration Statement (the “Registration Statement”) contained in the Staff’s
letter dated July 6, 2023. In response to these comments, the Company has revised the Registration Statement and has filed a revised draft
of the Registration Statement. The Registration Statement also contains certain additional updates and revisions.

Set forth below is the Company’s response
to the Staff’s comments. For convenience, the Staff’s comments are repeated below in italics, followed by the Company’s
response and a summary of the responsive actions taken.

Comment 1:

Risk Factors

Business Related Risks

Delays in payments	page 10

 1. Please revise to disclose the aggregate amount of payments that have been delayed and paid, as well
as that have been delayed and remain outstanding.

Response:

We have added disclosure in response to the comment.

Comment 2:

Risk Factors

Risks Related to the Common Stock and This Offering

If the Company issues additional equity or equity-linked securities...,
page 25

 2. Please reconcile the 725 million shares disclosed in this risk factor with the 625 million shares disclosed
elsewhere, as issued since February 28, 2023.

Response:

We have made revisions reconciling and updating
these numbers, which have changed due to new issuances.

Comment 3:

Capitalization, page 31

 3. It appears the "As Adjusted" column has not been completely updated. Please advise or otherwise
revise.

Response:

We have made revisions updating the column.

Comment 4:

Dilution, page 32

 4. Please revise the historical net tangible book value (NTBV) and NTBV per share, using the correct balance
of net assets at February 28, 2023. Please also update pro forma NTBV and NTBV per share, as applicable for February 28, 2023.

Response:

We have revised and updated as suggested by the
comment. We have also updated the last paragraph of this section to parallel the disclosure appearing earlier in the section.

Comment 5:

Executive Compensation, page 51

 5. Please update this section to include disclosure for your most recently completed fiscal year. Refer
to Item 402 of Regulation S-K.

Response:

We have updated this section.

      2

Comment 6:

Exhibits

 6. We note your response to comment 13 and reissue. It appears that the revised opinion continues to identify
the incorrect number of shares being offered by the company. Specifically, the revised opinion continues to reference "6,250,000"
shares instead of "6,250,000,000" shares. Please revise or advise.

Response:

We have updated this section.

We have also, among others, revised “Loans”
to show loans by officers since the end of the last fiscal quarter (page 56); revised the table beginning on page 57 to add additional
selling stockholders and other information; disclosed recent issuances Common Stock in Note 14 to the February 28, 2023, financial statements
and in Item 15; updated the expenses of the offering in Item 15; and updated numbers of shares appearing throughout to reflect new issuances.

Please contact me if you have any questions regarding the foregoing
or if I can provide any additional information.

Very truly yours,

/s/ Barry J. Miller

      3

United States securities and exchange commission logo
July 6, 2023
Dante Picazo
Chief Executive Officer
Cannabis Bioscience International Holdings, Inc.
6201 Bonhomme Road
Suite 466S
Houston, TX 77036
Re:Cannabis Bioscience International Holdings, Inc.
Amendment No. 3 to Registration Statement on Form S-1
Filed June 8, 2023
File No. 333-267039
Dear Dante Picazo:
            We have reviewed your amended 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 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.  Unless we note
otherwise, our references to prior comments are to comments in our May 23, 2023 letter.
Amendment No. 3 to Form S-1 Filed June 8, 2023
Risk Factors
Business Related Risks
Delays in payments...., page 10
1.Please revise to disclose the aggregate amount of payments that have been delayed and
paid, as well as that have been delayed and remain outstanding.

 FirstName LastNameDante Picazo
 Comapany NameCannabis Bioscience International Holdings, Inc.
 July 6, 2023 Page 2
 FirstName LastName
Dante Picazo
Cannabis Bioscience International Holdings, Inc.
July 6, 2023
Page 2
Risk Factors
Risks Related to the Common Stock and This Offering
If the Company issues additional equity or equity-linked securities..., page 25
2.Please reconcile the 725 million shares disclosed in this risk factor with the 625 million
shares disclosed elsewhere, as issued since February 28, 2023.
Capitalization, page 31
3.It appears the "As Adjusted" column has not been completely updated.  Please advise or
otherwise revise.
Dilution, page 32
4.Please revise the historical net tangible book value (NTBV) and NTBV per share, using
the correct balance of net assets at February 28, 2023. Please also update pro forma NTBV
and NTBV per share, as applicable for February 28, 2023.
Executive Compensation, page 51
5.Please update this section to include disclosure for your most recently completed fiscal
year. Refer to Item 402 of Regulation S-K.
Exhibits
6.We note your response to comment 13 and reissue. It appears that the revised opinion
continues to identify the incorrect number of shares being offered by the company.
Specifically, the revised opinion continues to reference "6,250,000" shares instead of
"6,250,000,000" shares. Please revise or advise.
            You may contact Ta Tanisha Meadows at 202-551-3322 or Theresa Brillant at 202-551-
3307 if you have questions regarding comments on the financial statements and related
matters.  Please contact Nicholas Nalbantian at 202-551-7470 or Lilyanna Peyser at 202-551-
3222 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Barry J. Miller

CORRESP
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Barry J. Miller PLLC

7146 Pebble Park Drive

West Bloomfield, Michigan 48322

Tel.: +1 (248) 232-8039

Fax: +1 (248) 246-9524

E-Mail: bjmiller@bjmpllc.com

June 8, 2023

U.S. Securities and Exchange Commission

Washington, D.C. 20549

    Re:
    Cannabis Bioscience International Holdings, Inc.

    Registration Statement on Form S-1 (File No. 333-267039) – Amendment No. 3

Ladies and Gentlemen:

On behalf of my client, Cannabis Bioscience International
Holdings, Inc. (the “Company”), I am responding to the comments from your Staff (the “Staff”) relating
to Amendment No. 1 to the referenced Registration Statement (the “Registration Statement”) contained in the Staff’s
letter dated February 8, 2023. In response to these comments, the Company has revised the Registration Statement and has filed a revised
draft of the Registration Statement. The Registration Statement also contains certain additional updates and revisions.

Set forth below is the Company’s response
to the Staff’s comments. For convenience, the Staff’s comments are repeated below in italics, followed by the Company’s
response and a summary of the responsive actions taken.

Risk Factors, page 8

 1. We note your response to comment 2. Given that the Pharmacology University Business is dependent upon
the existence of a national and international cannabis market, please include disclosure that describes the cannabis-related laws of each
of the states, territories and countries in which you operate, as well as the associated risks to your company and investors. Also, given
your disclosure that you have resumed classes in only Texas and Colombia, please clarify your discussion of your “operations and...
personnel outside the United States in Mexico, Jordan, Ecuador..., Venezuela, Argentina and Brazil.”

Response:

We have revised to disclosed
the cannabis-related laws in which the Company has operations. See page 11. We have added disclosure that indicates the nature of these
operations in the last paragraph of “Consulting” on page 45.

 2. We note your disclosure on page 36 that you have been experiencing delays in payments by Sponsors and
CROs. To the extent this has had, has or will have a material impact on your business, please include appropriate risk factor disclosure.

Response:

We have added a risk factor entitled “Delays
in payments by Sponsors and CROs have affected and may continue to affect the Company’s cash flows” on page 10. Additional
disclosure appears in the paragraph beginning with “Delays in payments by Sponsors and CROs have affected” on page 38.

Dilution, page 30

 3. Please reconcile the disclosure of 8,846,919,983 shares outstanding prior to the offering with the
disclosure of 10,034,677,919 shares on page 7.

Response:

The number of shares shown as outstanding in “Dilution”
is the number outstanding on February 28, 2023, which is the date of the financial statements from which the numbers used to make the
calculations in that section were taken. The number of shares shown on page 7 will be the number of shares outstanding on the date of
the prospectus. The same disparity will be found in Amendment 3, but with different numbers.

Because 625,000,000 shares of Common Stock have
been issued since February 28, 2023, we have added a paragraph at the end of “Disclosure” setting forth the impact of their
issuance on dilution.

Management's Discussion and Analysis
of Financial Condition and Results of Operations Liquidity and Capital Resources, page 36

 4. Please revise the second paragraph on page 36 so disclosure of total revenue and accounts receivable
for all periods presented agrees to the amounts reported in the financial statements. For instance, you disclose total revenues for the
six months ended $219,162 in this section, but reported $214,980 on the Statements of Operations on page F-18.

Response:

We believe that these amounts are properly presented in Amendment
3.

Description of Business, page 37

 5. We note your response to comment 5. Please revise to clarify whether your investigators are employees
of the company or have a different employment relationship with the company. In addition, please revise the disclosure in the Business
section to provide the total number of full-time and part-time employees that you employ. In this regard we note that the current disclosure
on page 44 identifies employees for the “Alpha Research” portion of your business. Refer to Item 101(h)(4)(xii) of Regulation
S-K.

Response:

We have amended in light of the comment for each business and for the
Company as a whole. Please see page 45 (above the caption “Alpha Research Business”), page 46 (last paragraph, page 47 (second
paragraph under the caption “Sleep Center Business) and page 49 (under the caption “Employees”).

      2

Education Services, page 41

 6. We note your response to comment 10 and your disclosure that your courses provide “CME and CLE
credits.” Please clarify which professional organizations have approved your courses for CME and CLE credit and which state(s) has
made CME and CLE credits available for doctors and lawyers taking your classes.

Response:

We have added disclosure on page 43 (last paragraph).

Plan of Distribution, page 66

 7. We note your response to comment 13 and reissue in part. Revise your statement that you “may
offer unregistered shares of Common Stock to investors in private placements at prices per share that may be higher or lower than the
public offering price” to clarify that this may be done only if federal securities laws, including Rule 152 under the Securities
Act, permit you to do so.

Response:

We have revised in accordance with the comment. Please see page 69
(last paragraph before “Selling Stockholders”)

Index to Consolidated Financial Statements, page 71

 8. Please update your interim financial statements in accordance with Rule 8-08 of Regulation S-X.

Response:

We have updated in accordance with the comment.

Note 2 - Summary of Significant Accounting Policies Revenue Recognition,
page F-22

 9. We note you did not include a response to comment 15, so we are re-issuing this comment. Please disclose
the significant payment terms on your contracts, such as when payment typically is due and whether the contract has a significant financing
component. Refer to ASC 606-10-50-12. This comment also applies to the interim financial statements.

Response:

We have disclosed in accordance with the comment.
Please see pages F-6 (second paragraph) and F-24 (second paragraph).

      3

 10. We note your response to comment 16, but are unable to locate the revised disclosure on page F-6 or
F-22. Please advise or otherwise revise to disclose how you account for contract modifications. If you have different accounting policies
for different types of modifications, please disclose all policies and when they are applicable.

Response:

We have added disclosure relating to accounting
for contract modifications. Please see page F-7 (under the caption “Contract Modifications”) andF-24 (under the caption “Contract
Modifications”).

 11. We note your response to comment 17, but are unable to locate the revised disclosure. Please advise
or otherwise disclose, as applicable, information about remaining performance obligations at the end of the period in accordance with
ASC 606-10-50-13.

Response:

We have added disclosure relating to remaining
performance obligations. Please see page F-7 (under the caption “Remaining Performance Obligations”) and F-24 (under the caption
“Remaining Performance Obligations”).

Exhibits

 12. Please file an English translation of Exhibit 10.10. Refer to Exchange Act Rule 12b- 12(d)(2).

Response:

We have inserted and English translation
in front of the Spanish agreement.

Exhibit 5.1

 13. It appears that the revised opinion continues to identify an incorrect number of shares being offered
by the company. Please revise or advise.

Response:

Exhibit 5.1 has been revised.

Please contact me if you have any questions regarding the foregoing
or if I can provide any additional information.

Very truly yours,

/s/ Barry J. Miller

      4

United States securities and exchange commission logo
May 23, 2023
Dante Picazo
Chief Executive Officer
Cannabis Bioscience International Holdings, Inc.
6201 Bonhomme Road
Suite 466S
Houston, TX 77036
Re:Cannabis Bioscience International Holdings, Inc.
Amendment No. 2 to Registration Statement on Form S-1
Filed April 27, 2023
File No. 333-267039
Dear Dante Picazo:
            We have reviewed your amended 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 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.  Unless we note
otherwise, our references to prior comments are to comments in our February 8, 2023 letter.
Amendment No. 2 to Registration Statement on Form S-1 Filed April 27, 2023
Risk Factors, page 8
1.We note your response to comment 2. Given that the Pharmacology University Business
is dependent upon the existence of a national and international cannabis market, please
include disclosure that describes the cannabis-related laws of each of the states, territories
and countries in which you operate, as well as the associated risks to your company and
investors. Also, given your disclosure that you have resumed classes in only Texas and
Colombia, please clarify your discussion of your "operations and... personnel outside the
United States in Mexico, Jordan, Ecuador..., Venezuela, Argentina  and Brazil."

 FirstName LastNameDante Picazo
 Comapany NameCannabis Bioscience International Holdings, Inc.
 May 23, 2023 Page 2
 FirstName LastName
Dante Picazo
Cannabis Bioscience International Holdings, Inc.
May 23, 2023
Page 2
2.We note your disclosure on page 36 that you have been experiencing delays in payments
by Sponsors and CROs. To the extent this has had, has or will have a material impact on
your business, please include appropriate risk factor disclosure.
Dilution, page 30
3.Please reconcile the disclosure of 8,846,919,983 shares outstanding prior to the offering
with the disclosure of 10,034,677,919 shares on page 7.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Liquidity and Capital Resources, page 36
4.Please revise the second paragraph on page 36 so disclosure of total revenue and accounts
receivable for all periods presented agrees to the amounts reported in the financial
statements. For instance, you disclose total revenues for the six months ended $219,162 in
this section, but reported $214,980 on the Statements of Operations on page F-18.
Description of Business, page 37
5.We note your response to comment 5. Please revise to clarify whether your investigators
are employees of the company or have a different employment relationship with the
company. In addition, please revise the disclosure in the Business section to provide the
total number of full-time and part-time employees that you employ. In this regard we note
that the current disclosure on page 44 identifies employees for the "Alpha Research"
portion of your business. Refer to Item 101(h)(4)(xii) of Regulation S-K.
Education Services, page 41
6.We note your response to comment 10 and your disclosure that your courses provide
"CME and CLE credits." Please clarify which professional organizations have approved
your courses for CME and CLE credit and which state(s) has made CME and CLE credits
available for doctors and lawyers taking your classes.
Plan of Distribution, page 66
7.We note your response to comment 13 and reissue in part.  Revise your statement that you
"may offer unregistered shares of Common Stock to investors in private placements at
prices per share that may be higher or lower than the public offering price" to clarify that
this may be done only if federal securities laws, including Rule 152 under the Securities
Act, permit you to do so.
Index to Consolidated Financial Statements, page 71
8.Please update your interim financial statements in accordance with Rule 8-08 of
Regulation S-X.

 FirstName LastNameDante Picazo
 Comapany NameCannabis Bioscience International Holdings, Inc.
 May 23, 2023 Page 3
 FirstName LastName
Dante Picazo
Cannabis Bioscience International Holdings, Inc.
May 23, 2023
Page 3
Note 2 - Summary of Significant Accounting Policies
Revenue Recognition, page F-22
9.We note you did not include a response to comment 15, so we are re-issuing this
comment.  Please disclose the significant payment terms on your contracts, such as when
payment typically is due and whether the contract has a significant financing component.
Refer to ASC 606-10-50-12. This comment also applies to the interim financial
statements.
10.We note your response to comment 16, but are unable to locate the revised disclosure on
page F-6 or F-22.  Please advise or otherwise revise to disclose how you account for
contract modifications. If you have different accounting policies for different types of
modifications, please disclose all policies and when they are applicable.

11.We note your response to comment 17, but are unable to locate the revised disclosure.
Please advise or otherwise disclose, as applicable, information about remaining
performance obligations at the end of the period in accordance with ASC 606-10-50-13.
Exhibits
12.Please file an English translation of Exhibit 10.10. Refer to Exchange Act Rule 12b-
12(d)(2).
Exhibit 5.1
13.It appears that the revised opinion continues to identify an incorrect number of shares
being offered by the company.  Please revise or advise.
            You may contact Ta Tanisha Meadows at 202-551-3322 or Theresa Brillant at 202-551-
3307 if you have questions regarding comments on the financial statements and related
matters.  Please contact Nicholas Nalbantian at 202-551-7470 or Lilyanna Peyser at 202-551-
3222 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Barry J. Miller

CORRESP
1
filename1.htm

Barry
J. Miller PLLC

7146
Pebble Park Drive

West
Bloomfield, Michigan 48322

Tel.:
+1 (248) 232-8039

Fax:
+1 (248) 246-9524

E-Mail:
bjmiller@bjmpllc.com

U.S. Securities and Exchange Commission

Washington, D.C. 20549

April 27, 2023

  Re:
  Cannabis Bioscience International Holdings, Inc.

  Registration Statement on Form S-1 (File No. 333-267039) – Amendment No. 2

Ladies and Gentlemen:

On behalf of my client, Cannabis Bioscience International
Holdings, Inc. (the “Company”), I am responding to the comments from your Staff (the “Staff”) relating
to Amendment No. 1 to the referenced Registration Statement (the “Registration Statement”) contained in the Staff’s
letter dated February 8, 2023. In response to these comments, the Company has revised the Registration Statement and has filed a revised
draft of the Registration Statement. The Registration Statement also contains certain additional updates and revisions.

Set forth below is the Company’s response to the Staff’s
comments. For convenience, the Staff’s comments are repeated below in italics, followed by the Company’s response and a summary
of the responsive actions taken.

Cover Page

 1. Please revise to include the prospectus “subject to completion” legend pursuant to Item
501(b)(10) of Regulation S-K. Also revise to disclose that Dante Picazo, the Chief Executive Officer, will have voting control of the
company even after this offering, including the ability to elect directors.

Response:

The Company has revised in accordance with your comment.

Risk Factors, page 7

 2. We note your disclosure on page 17, and elsewhere in your registration statement, that you have operations
and employees in jurisdictions other than the United States. However, your risk factor on page 9 addressing the legality of being associated
with the cannabis trade is focused on US federal law. Please also include risk factor disclosure to address the risks, if any, posed by
the legality and regulation of cannabis in the other federal jurisdictions in which you operate. We also note your disclosure on page
36 that you operate in the states of Texas, Arkansas, Florida, Illinois, Missouri, Oklahoma and Georgia, as well as Puerto Rico. Please
include disclosure that describes the relevant cannabis-related state/territory laws of each of the states/territories in which you operate,
as well as risk factor disclosure that addresses the associated risks of participating in the cannabis industry in each such state/territory
given such laws.

      1

Response:

The Company believes that the comment does not
take account of the fact that, while it are part of the cannabis industry, it is not in the business of growing or selling cannabis or
of manufacturing or selling cannabis-related paraphernalia. In addition, as revised disclosure indicates, the Company is operating only
in the state of Texas and its activities there comprise only seminar and classroom teaching. As the risk factor states, the Company is
subject to indirect risk principally because its customers’ activities, if illegal, could adversely affect its ability to collect
amounts that they owe. To date, this risk has not materialized. In that light, the Company has not revised to provide disclosure as to
the laws of Texas, the only state in which it is currently operating, or other jurisdictions in which it may operate, as they do not prohibit
any of its present or planned activities.

However, the Company has further revised the disclosure
to take account of the possibility that state and foreign laws could adversely affect its clients directly and it indirectly through them.

We May be Affected by Inflation., page 9

 3. You state that you may have experienced inflationary pressures or rising costs. Please update this
risk factor if inflationary pressures are no longer hypothetical. In addition, if true, please expand to identify the principal factor
contributing to the inflationary pressures you have experienced and clarify the resulting impact on you and, to the extent applicable,
to your customers.

The Company has made changes that are responsive
to the comment.

We May be Affected by Increasing Interest
Rates., page 9

 4. Please expand your discussion of interest rates to identify the impact that rate increases have had
on your operations and business. For example, please update your disclosure to the extent this risk is no longer hypothetical. In addition,
please discuss whether you expect to increase prices or otherwise pass along any increased costs to your customers.

Response:

The Company has made changes that are responsive
to the comment.

Use of Proceeds, page 22

 5. We note that in the first line item under “Alpha Research Institute” you intend to increase
employees “from 6 to 35.” However, on page 40 you state that you already employ more than 20 full- or part-time investigators.
Please reconcile these differences, as well as revise the disclosure in the Business section to provide the total number of full-time
and parttime employees that you employ. Refer to Item 101(h)(4)(xii) of Regulation S-K.

      2

Response:

The Company has made changes that are responsive
to the comment.

Management’s Discussion and Analysis
of Financial Condition and Results of Operations Liquidity and Capital Resources, page 31

 6. We note the balance of accounts receivable at August 31, 2022 was 31.4% of the amount of revenue generated
for the three months then ended. Please explain to us, and disclose as appropriate, the reason for this apparent relatively high relationship.
Also explain the impacts on your operating cash flow of carrying such a high balance of accounts receivable, whether you have any concerns
on the collectability of the balance, and your expectations on when the balance will be collected.

Response:

The Company has added a disclosure in response
to the comment.

Description of Business

History, page 33

 7. In this section, you disclose that “No information about the Company is available from early
2012 to early 2015, but the current management believes that the Company was dormant during that period.” However, we note that
you have made a number of Exchange Act filings during this period. Please reconcile this with your disclosure that no information is available.
Also include in this section a summary of the company’s historic reporting, registration and trading activity; include risk factor
disclosure discussing the risks to investors and the company associated with the company’s historical record of not timely filing
reports and/or being a delinquent filer.

Response:

Examination of the filings with the Commission
during the 2012-15 period will show that the last report related to the Company’s operations was filed in a Quarterly Report on
Form 10-Q on April 20, 2012. In 2013 and 2014, amendments to Schedule 13G were filed by a shareholder group, but, although they appear
in the list of filings related to the Company, they are not its filings. Of the filings made in 2015, one was a report of the election
of a director and the other a notice of suspension of the Company’s duty to report. Neither contained information about the Company’s
business, financial position or operations. Thus, it believes that the quoted statement was essentially correct. However, in light of
the comment, the Company has made clarifying revisions.

The Company has added a risk factor regarding
risks to investors and the company associated with the company’s historical record of not timely filing reports and/or being a delinquent
filer.

Business, page 34

 8. We note that on page 12 you disclose that you derive the majority of your revenues from a few customers.
Please disclose in this section the number of customers on which you rely and the percentage of your revenue derived from such customers.
File your agreements with these customers as exhibits, or tell us why you are not required to do so. Refer to Items 101(h)(4)(vi) and
601(b)(10) of Regulation S-K.

      3

Response:

The Company has added disclosure on page 47 under
the caption “Concentration of Revenues” and cross-referenced the disclosure on page 12 to it.

The Company has filed relevant agreements as additional
exhibits.

Expanding Legalization of Cannabis, page
35

 9. We note your disclosure that “there is no guarantee that the FDA will find our products safe
or effective or grant us the required approvals under the FDCA.” Please clarify what is meant by “our products” as elsewhere
in the registration statement you disclose that you sell no cannabis related products.

Response:

The Company has removed this language.

Educational Services, page 37

 10. You disclose that “students receive a certification of completion to indicate they are certified
to work in the relevant field.” However, we note that on page 36 you disclose that Pharmacology University has no public or private
accreditation. Please revise to clarify, if true, that these are not certifications of a student’s ability to work in a particular
field, but certificates that recognize completion of a non-accredited class or continuing education requirement.

Response:

The Company has revised in line with your comment.

Franchising, page 39

We note your disclosure that you
had four franchisees that produced revenue of $28,202 and $34,000 in the years ended May 31, 2021 and May 31, 2020, respectively, but
that they have produced no revenue due to the COVID-19 pandemic. Please update this disclosure for the year ended May 31, 2022 and the
period required to be reflected in your financial statements, and to clarify how the COVID-19 pandemic reduced revenue to zero starting
on April 1, 2021, despite the fact the pandemic began in March 2020.

Response:

The Company has revised the disclosure under this
caption.

Summary Compensation Table, page 45

 11. We note that in your disclosure above the Summary Compensation Table you say that the table covers
your fiscal years ended May 31, 2022 and May 31, 2021. However, the year column in the table references 2021 and 2020. Please clarify
this discrepancy.

      4

Response:

The Company has updated the table.

Plan of Distribution, page 61

 12. We note your disclosure that you “may” sell the offered securities (i) through underwriting,
(ii) directly or (iii) through agents, however later you say that the “offering will be conducted by the executive officers
of the Company.” Please clarify your disclosure here and on the cover page as to what method of distribution you are utilizing for
this registration statement. Refer to Item 508 of Regulation S-K. It is unclear why you refer in this section to prospectus supplements
for a “particular offering” of common stock, as the offerings of the company and its selling shareholders are contained in
this prospectus and changes to your plan of distribution likely will require filing of posteffective amendments; please delete such references
throughout this section. Please delete subsection (ii) in the second paragraph of this section, as you are selling at a fixed price. Revise
your statement that you “may offer unregistered shares of Common Stock to investors in private placements at prices per share that
may be higher or lower than the public offering price” to clarify that this may be done only if federal securities laws, including
Rule 152 under the Securities Act, permit you to do so. Delete your statement that underwriters engaged by the selling stockholders “may
resell the Common Stock in one or more transactions, including negotiated transactions at a fixed public offering price or at varying
prices determined at the time of sale,” as this offering is being made at a fixed price. Please delete your discussion of market
making activities and hedging transactions given that you are selling at a fixed price, or tell us why such disclosure is appropriate.

Response:

The Company has made revisions in accordance with
your comment.

Consolidated Statements of Operations, page
F-17

 13. It appears you have omitted Cost of Revenue for the year ended May 31, 2021. Please revise to include
the amount disclosed on page F-26.

Response:

The Company has revised in accordance with your
comment and made corrections to the statement of operations.

Note 1 - Organization and Business

Revenue Recognition, page F-21

 14. Please disclose the significant payment terms on your contracts, such as when payment typically is
due and whether the contract has a significant financing component. Refer to ASC 606-10-50-12. This comment also applies to the interim
financial statements.

Response:

The Company has made this disclosure on pages
F-6 and F-22.

 15. Please disclose how you account for contract modifications.

      5

Response:

The Company has made this disclosure in general
terms on pages F-6 and F-22. However, because contract modifications are sui generis, the Company is unable to state in advance
how a particular modification would be accounted for.

 16. Please disclose, as applicable, information about remaining performance obligations at the end of the
period in accordance with ASC 606-10-50-13.

Response:

The Company believes that the discussion under
“Revenue Recognition” on pages F-6 and F-22 now properly addresses this comment.

Annual Financial Statements

Notes to Consolidated Financial Statements

Note 4 - Debt

Short-Term Loans, page F-25

 17. Please disclose how you account for the sale of future receivables and the related accounting guidance
you followed.

The Company has revised Note 4 – Short-Term
Loans on pages F-9 and F-26 in light of the comment.

Exhibit 5.1

 18. Please revise the legality opinion to reflect the accurate number of shares being registered in the
primary and secondary offerings.

Response:

A new opinion responsive to this comment has been
filed.

General

 19. Please update your disclosure throughout to provide information as of the date of the registration
statement, or the most recent practicable date, as applicable. As examples only, we note that the last risk factor on page 15 speaks as
of May 31, 2021; the third risk factor on page 10 refers to the House of Representative’s “most recent term” as being
the 117th Congress; the industry-related disclosures throughout the prospectus, particularly in the Description of Business-Businesses
section, are not current; and disclosure on page 43 references a lease that expired on September 30, 2022. In addition, your descriptions
of the Alpha Sleep and Fertility Center throughout the prospectus do not refer to fertility treatments or assessments; please revise for
clarity.

      6

Response:

The Company has updated the disclosure on cannabis
and legislation related thereto but note that industry data for the cannabis industry for 2022-23 is sparse.

The Company has made changes
throughout to clarify that the Sleep Center does not diagnose or treat fertility problems.

 20. Please supplementally provide us with copies of all written communications, as defined in Rule 405
under the Securities Act, that you, or anyone authorized to do so on your behalf, present to potential investors in reliance on Section
5(d) of the Securities Act, whether or not they retain copies of the communications. Please contact the staff member associated with the
review of this filing to discuss how to submit the materials, if any, to us for our review.

Response:

There are no such communications.

 21. We note your disclosure throughout the prospectus that you have not been able to resume classroom teaching
and seminars, consulting services, and franchising and marketing efforts due to the effects of and restrictions related to COVID-19. However,
this disclosure does not appear to account for the widespread elimination or relaxation of such restrictions that has taken place across
the world, particularly in the last year. If you continue to believe that COVID-19 restrictions prevent you from resuming norma

United States securities and exchange commission logo
February 8, 2023
Dante Picazo
Chief Executive Officer
Cannabis Bioscience International Holdings, Inc.
6201 Bonhomme Road
Suite 466S
Houston, TX 77036
Re:Cannabis Bioscience International Holdings, Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed January 13, 2023
File No. 333-267039
Dear Dante Picazo:
            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 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.
Form S-1/A filed January 13, 2023
Cover Page
1.Please revise to include the prospectus "subject to completion" legend pursuant to Item
501(b)(10) of Regulation S-K. Also revise to disclose that Dante Picazo, the Chief
Executive Officer, will have voting control of the company even after this offering,
including the ability to elect directors.
Risk Factors, page 7
2.We note your disclosure on page 17, and elsewhere in your registration statement, that
you have operations and employees in jurisdictions other than the United States. However,
your risk factor on page 9 addressing the legality of being associated with the cannabis

 FirstName LastNameDante Picazo
 Comapany NameCannabis Bioscience International Holdings, Inc.
 February 8, 2023 Page 2
 FirstName LastName
Dante Picazo
Cannabis Bioscience International Holdings, Inc.
February 8, 2023
Page 2
trade is focused on US federal law. Please also include risk factor disclosure to address the
risks, if any, posed by the legality and regulation of cannabis in the other federal
jurisdictions in which you operate. We also note your disclosure on page 36 that you
operate in the states of Texas, Arkansas, Florida, Illinois, Missouri, Oklahoma and
Georgia, as well as Puerto Rico. Please include disclosure that describes the relevant
cannabis-related state/territory laws of each of the states/territories in which you operate,
as well as risk factor disclosure that addresses the associated risks of participating in the
cannabis industry in each such state/territory given such laws.
We May be Affected by Inflation., page 9
3.You state that you may have experienced inflationary pressures or rising costs. Please
update this risk factor if inflationary pressures are no longer hypothetical. In addition, if
true, please expand to identify the principal factors contributing to the inflationary
pressures you have experienced and clarify the resulting impact on you and, to the extent
applicable, to your customers.
We May be Affected by Increasing Interest Rates., page 9
4.Please expand your discussion of interest rates to identify the impact that rate increases
have had on your operations and business. For example, please update your disclosure to
the extent this risk is no longer hypothetical. In addition, please discuss whether you
expect to increase prices or otherwise pass along any increased costs to your customers.
Use of Proceeds, page 22
5.We note that in the first line item under "Alpha Research Institute" you intend to increase
employees "from 6 to 35." However, on page 40 you state that you already employ more
than 20 full- or part-time investigators. Please reconcile these differences, as well as revise
the disclosure in the Business section to provide the total number of full-time and part-
time employees that you employ. Refer to Item 101(h)(4)(xii) of Regulation S-K.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Liquidity and Capital Resources, page 31
6.We note the balance of accounts receivable at August 31, 2022 was 31.4% of the amount
of revenue generated for the three months then ended. Please explain to us, and disclose as
appropriate, the reason for this apparent relatively high relationship. Also explain the
impacts on your operating cash flow of carrying such a high balance of accounts
receivable, whether you have any concerns on the collectability of the balance, and your
expectations on when the balance will be collected.

 FirstName LastNameDante Picazo
 Comapany NameCannabis Bioscience International Holdings, Inc.
 February 8, 2023 Page 3
 FirstName LastName
Dante Picazo
Cannabis Bioscience International Holdings, Inc.
February 8, 2023
Page 3
Description of Business
History, page 33
7.In this section, you disclose that "No information about the Company is available from
early 2012 to early 2015, but the current management believes that the Company was
dormant during that period." However, we note that you have made a number of Exchange
Act filings during this period. Please reconcile this with your disclosure that no
information is available. Also include in this section a summary of the company's historic
reporting, registration and trading activity; include risk factor disclosure discussing the
risks to investors and the company associated with the company's historical record of not
timely filing reports and/or being a delinquent filer.
Business, page 34
8.We note that on page 12 you disclose that you derive the majority of your revenues from a
few customers. Please disclose in this section the number of customers on which you rely
and the percentage of your revenue derived from such customers. File your agreements
with these customers as exhibits, or tell us why you are not required to do so. Refer to
Items 101(h)(4)(vi) and 601(b)(10) of Regulation S-K.
Expanding Legalization of Cannabis, page 35
9.We note your disclosure that "there is no guarantee that the FDA will find our products
safe or effective or grant us the required approvals under the FDCA." Please clarify what
is meant by "our products" as elsewhere in the registration statement you disclose that you
sell no cannabis related products.
Educational Services, page 37
10.You disclose that "students receive a certification of completion to indicate they are
certified to work in the relevant field." However, we note that on page 36 you disclose that
Pharmacology University has no public or private accreditation. Please revise to clarify, if
true, that these are not certifications of a student's ability to work in a particular field, but
certificates that recognize completion of a non-accredited class or continuing education
requirement.

 FirstName LastNameDante Picazo
 Comapany NameCannabis Bioscience International Holdings, Inc.
 February 8, 2023 Page 4
 FirstName LastName
Dante Picazo
Cannabis Bioscience International Holdings, Inc.
February 8, 2023
Page 4
Franchising, page 39
11.We note your disclosure that you had four franchisees that produced revenue of $28,202
and $34,000 in the years ended May 31, 2021 and May 31, 2020, respectively, but that
they have produced no revenue due to the COVID-19 pandemic. Please update this
disclosure for the year ended May 31, 2022 and the period required to be reflected in your
financial statements, and to clarify how the COVID-19 pandemic reduced revenue to zero
starting on April 1, 2021, despite the fact the pandemic began in March 2020.
Summary Compensation Table, page 45
12.We note that in your disclosure above the Summary Compensation Table you say that the
table covers your fiscal years ended May 31, 2022 and May 31, 2021. However, the year
column in the table references 2021 and 2020. Please clarify this discrepancy.
Plan of Distribution, page 61
13.We note your disclosure that you "may" sell the offered securities (i) through
underwriting, (ii) directly or (iii) through agents, however later you say that the "offering
will be conducted by the executive officers of the Company." Please clarify your
disclosure here and on the cover page as to what method of distribution you are utilizing
for this registration statement. Refer to Item 508 of Regulation S-K. It is unclear why you
refer in this section to prospectus supplements for a "particular offering" of common
stock, as the offerings of the company and its selling shareholders are contained in this
prospectus and changes to your plan of distribution likely will require filing of post-
effective amendments; please delete such references throughout this section. Please delete
subsection (ii) in the second paragraph of this section, as you are selling at a fixed price.
Revise your statement that you "may offer unregistered shares of Common Stock to
investors in private placements at prices per share that may be higher or lower than the
public offering price" to clarify that this may be done only if federal securities laws,
including Rule 152 under the Securities Act, permit you to do so. Delete your statement
that underwriters engaged by the selling stockholders "may resell the Common Stock in
one or more transactions, including negotiated transactions at a fixed public offering price
or at varying prices determined at the time of sale," as this offering is being made at a
fixed price. Please delete your discussion of market making activities and hedging
transactions given that you are selling at a fixed price, or tell us why such disclosure is
appropriate.
Consolidated Statements of Operations, page F-17
14.It appears you have omitted Cost of Revenue for the year ended May 31, 2021. Please
revise to include the amount disclosed on page F-26.

 FirstName LastNameDante Picazo
 Comapany NameCannabis Bioscience International Holdings, Inc.
 February 8, 2023 Page 5
 FirstName LastName
Dante Picazo
Cannabis Bioscience International Holdings, Inc.
February 8, 2023
Page 5
Note 1 - Organization and Business
Revenue Recognition, page F-21
15.Please disclose the significant payment terms on your contracts, such as when payment
typically is due and whether the contract has a significant financing component. Refer to
ASC 606-10-50-12. This comment also applies to the interim financial statements.
16.Please disclose how you account for contract modifications.
17.Please disclose, as applicable, information about remaining performance obligations at the
end of the period in accordance with ASC 606-10-50-13.
Annual Financial Statements
Notes to Consolidated Financial Statements
Note 4 - Debt
Short-Term Loans, page F-25
18.Please disclose how you account for the sale of future receivables and the related
accounting guidance you followed.
Exhibit 5.1
19.Please revise the legality opinion to reflect the accurate number of shares being registered
in the primary and secondary offerings.
General
20.Please update your disclosure throughout to provide information as of the date of the
registration statement, or the most recent practicable date, as applicable. As examples
only, we note that the last risk factor on page 15 speaks as of May 31, 2021; the third risk
factor on page 10 refers to the House of Representative's "most recent term" as being the
117th Congress; the industry-related disclosures throughout the prospectus, particularly in
the Description of Business-Businesses section, are not current; and disclosure on page 43
references a lease that expired on September 30, 2022. In addition, your descriptions of
the Alpha Sleep and Fertility Center throughout the prospectus do not refer to fertility
treatments or assessments; please revise for clarity.
21.Please supplementally provide us with copies of all written communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf,
present to potential investors in reliance on Section 5(d) of the Securities Act, whether or
not they retain copies of the communications. Please contact the staff member associated
with the review of this filing to discuss how to submit the materials, if any, to us for our
review.
22.We note your disclosure throughout the prospectus that you have not been able to resume
classroom teaching and seminars, consulting services, and franchising and marketing

 FirstName LastNameDante Picazo
 Comapany NameCannabis Bioscience International Holdings, Inc.
 February 8, 2023 Page 6
 FirstName LastName
Dante Picazo
Cannabis Bioscience International Holdings, Inc.
February 8, 2023
Page 6
efforts due to the effects of and restrictions related to COVID-19. However, this
disclosure does not appear to account for the widespread elimination or relaxation of such
restrictions that has taken place across the world, particularly in the last year. If you
continue to believe that COVID-19 restrictions prevent you from resuming normal
operations, please more specifically describe which restrictions in which countries you are
referencing and how they continue to impact your business. Update your disclosure on
page 39 that you intend to resume in-person teaching during the year ended May 31, 2023
to account for the steps you have taken toward that goal and the likelihood that you will
achieve it.
            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.
            You may contact Ta Tanisha Meadows at 202-551-3322 or Theresa Brillant at 202-551-
3307 if you have questions regarding comments on the financial statements and related
matters.  Please contact Nicholas Nalbantian at 202-551-7470 or Lilyanna Peyser at 202-551-
3222 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Barry J. Miller

CORRESP
1
filename1.htm

    Unassociated Document

    CHINA
INFRASTRUCTURE CONSTRUCTION CORPORATION

    C915
Jia Hao International Business Center

    116
Zizhuyuan Road Haidan District

    Beijing,
China 100097

    Tel.
86-10-5170-9287

    Fax 86-10-8844-8198

    October
26, 2010

    VIA
EDGAR

    Mr.
Edward M. Kelly

    Division
of Corporation Finance

    U.S.
Securities and Exchange Commission

    100 F
Street, N.E.

    Washington,
D.C. 20549

            Re:

              China
      Infrastructure Construction Corporation

              Registration
      Statement on Form S-1

              File No.
      333-165742

    Dear Mr.
Kelly:

    Pursuant
to Rule 461 of the Securities Act of 1933, as amended, China Infrastructure
Construction Corporation, a Colorado corporation (the “Company”), hereby
requests that the U.S. Securities and Exchange Commission (the “Commission”)
take appropriate action to cause the above-referenced registration statement to
become effective at 12:00 pm on October 26, 2010, or as soon as possible
thereafter.

    The
Company acknowledges that:

              •

              Should
      the Commission or the staff, acting pursuant to delegated authority,
      declare the registration statement effective, it does not foreclose the
      Commission from taking any action on the
filing.

              •

              The
      action of the Commission or the staff, acting pursuant to delegated
      authority, in declaring the registration statement effective, does not
      relieve the Company from its full responsibility for the adequacy and
      accuracy of the registration statement’s
  disclosures.

              •

              The
      Company may not assert staff comments or the declaration of the
      registration statement’s effectiveness as a defense in any proceeding
      initiated by the Commission or any person under the federal securities
      laws of the United States.

    Thank you
for your assistance and cooperation.

                Sincerely,

                China Infrastructure Construction
      Corporation

                By:

              /s/
      Rong Yang

              Rong
      Yang

                Chief
      Executive Office

CORRESP
1
filename1.htm

    Unassociated Document

      CHINA
INFRASTRUCTURE CONSTRUCTION CORPORATION

      C915
Jia Hao International Business Center

      116
Zizhuyuan Road Haidan District

      Beijing,
China 100097

      Tel.
86-10-5170-9287

      Fax 86-10-8844-8198

      October
15, 2010

      Mr.
Edward M. Kelly

      Division
of Corporation Finance

      U.S.
Securities and Exchange Commission

      100 F
Street, N.E.

      Washington,
D.C. 20549

                  Re:

                  China
      Infrastructure Construction
Corporation

      Pre-effective
Amendment No. 3 to

      Registration
Statement on Form S-1

      Filed
August 30, 2010

      File No
333-165742

      Dear Mr.
Kelly:

      Reference
is made to your comment letter, dated September 9, 2010, relating to the subject
Registration Statement on Form S-1.  Contemporaneously with the filing
of this letter we are filing Amendment No. 4 to Registration Statement on
Form S-1.

      Because
of the market conditions, we do not wish to pursue the underwritten offering any
further. As a result, the Registration Statement has been revised to remove the
respective prospectus and references to the underwritten offering, and Amendment
No. 4 to the Registration Statement includes only the resale
prospectus.

                Very
      truly yours,

                  China
      Infrastructure Construction Corporation

                  By:

                /s/
      Rong Yang

                Rong
      Yang

                  Chief
      Executive Officer

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

      September 9, 2010
Via U.S. Mail
Rong Yang Chief Executive Officer China Infrastructure Construction Corporation c/o United Corporate Services, Inc. 10725 West 85th Place, Arvada, CO 80005  Re: China Infrastructure Construction Corporation  Amendment No. 3 to Registration Statement on Form S-1  Filed August 30, 2010  File No.  333-165742  Dear Mr. Yang:   We have reviewed your registration statement and have the following additional comments.

General

1. Before the registration statement’s effectiveness, please arrange for FINRA to advise us that it has no objection to the underwriting arrangements for the primary offering.
Prospectus Outside Front and Back Cover Pages

2. Since Hunter Wise Securities, LLC is acting as an advisor and not as an underwriter, its name should not appear on the outside front  and back cover pages.  Please revise.
If you have questions regarding the above co mments, please contact Edward Kelly, staff
attorney, at (202) 551-3728 or Dietrich King, staff attorney, at (202) 551-3338.

Sincerely,    Pamela A. Long Assistant Director

cc:  Darren Ofsink, Esq. (Via facsimile 212- 688-7273)

CORRESP
1
filename1.htm

    Unassociated Document

    CHINA
INFRASTRUCTURE CONSTRUCTION CORPORATION

    C915
Jia Hao International Business Center

    116
Zizhuyuan Road Haidan District

    Beijing,
China 100097

    Tel.
86-10-5170-9287

    Fax 86-10-8844-8198

    May 25,
2010

    Mr.
Edward M. Kelly

    Division
of Corporation Finance

    U.S.
Securities and Exchange Commission

    100 F
Street, N.E.

    Washington,
D.C. 20549

              Re:

              China
      Infrastructure Construction
Corporation

    Pre-effective
Amendment No. 1 to

    Registration
Statement on Form S-1

    Filed
April 30, 2010

    File No
333-165742

    Dear Mr.
Kelly:

    Reference
is made to your comment letter, dated May 5, 2010, relating to the subject
Registration Statement on Form S-1 (the “Comment
Letter”).  Set forth below are the comments contained in the
Comment Letter followed by our response thereto. Unless otherwise specified in
our responses, references to page numbers are to the version of the document
subject to the Comment Letter, and not to the amended version we are filing with
the submission of this letter. Contemporaneously with the filing of this
letter we are filing Amendment No. 2 to Registration Statement on Form
S-1.

    Outside Front Cover Page of
Prospectus

              1.

              We
      note your response to comment three in our letter dated April 19, 2010.
      Please note that you may not omit the number of shares of common stock
      relating to the underwritten offering. Please disclose the number of
      shares here and, as appropriate, throughout the underwritten offering
      prospectus. See Rule 430A of Regulation C under the Securities Act. For
      additional guidance, you may wish to refer to Question and Answer 227.02
      in the Securities Act Rules section of our "Compliance and Disclosure
      Interpretations" available on the Commission's website at http:
      //www/sec.gov.

    Response: We have revised
accordingly.

    Principal Stockholders, page
44

              2.

              We
      note your response to comment eight in our letter dated April 19, 2010.
      You appear to have removed from the beneficial ownership table the row for
      Guiping Liao. As Ms. Liao appears to be the holder of more than 5% of your
      common stock in her own right, please include her in the
      table.

    Response: Ms. Liao has not
been removed from the beneficial ownership table. Please see the last line in
the table on page 44.

      Mr. Edward M. Kelly

      U.S.
Securities and Exchange Commission

      May 25,
2010

      Page
2

    Material United States
Federal Income Tax Considerations, page 47

              3.

              We
      note your response to comment 10 in our letter dated April 19, 2010. As
      requested previously, please remove the word "certain" in the first
      sentence of the fourth paragraph under "General" because the word
      "certain" may imply that China Infrastructure Construction has not
      disclosed all material United States federal income tax
      considerations.

    Response: We have revised
accordingly.

    U.S. Holders, page
48

              4.

              We
      note your response to comment 11 in our letter dated April 19, 2010. As
      requested previously, please remove the words "In general" in the first
      paragraph under "Gain or Loss on Sale, Taxable Exchange or Other Taxable
      Disposition of Common Stock" on page 49 because the words may imply that
      investors cannot rely on the
disclosure.

    Response: We have revised
accordingly.

    Exhibit
5.1

              5.

              We
      note counsel's statement that it is not licensed to practice law in
      Colorado. We further note that the opinions to be rendered concern the
      Colorado Business Corporation Act and the applicable provisions of the
      Colorado Constitution and the reported judicial decisions interpreting
      such statutes and provisions. Please provide an opinion of counsel as to
      the legality of the securities covered by the registration statement that
      is not qualified as to jurisdiction in this manner. In its current form,
      the filed opinion is unacceptable. Please note, too, that the opinion must
      be dated and must include the number of shares of common stock in the
      underwritten offering.

    Response: We have filed the
revised legal opinion with Amendment No. 2 to Registration Statement filed
contemporaneously with this submission.

                          Very
      truly yours,

                            China
      Infrastructure Construction Corporation

                            By:

                            /s/
      Rong Yang

                            Rong
      Yang

                            Chief
      Executive
Officer

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549 -4631

       DIVISION OF
CORPORATION FINANCE

May 5 , 2010

By facsimile to (212) 688 -7273 and U.S. Mail

Mr. Rong Yang
Chairman, President, and Chief Executive Officer
China Infrastructure Construction Corporation
Shidai Caifu Tiandi Building Suite 1906 -09
1 Hangfeng Road Fengtai District
Beijing, People’s Republic of China 100070

Re: China Infrastructure Construction Corporation
 Pre-effective Amendment 1 to Registration Statement on Form S -1
 Filed April 30 , 2010
 File No. 333 -165742

Dear Mr. Yang:

We reviewed the filing and have the comments below.

Outside Front Cover Page  of Prospectus

1. We note your response to comment three in our letter dated April 19, 2010.  Please
note that you  may not omit the number of shares of common stock relating to the
underwritten offering .  Please disclose the number of shares here and, as appropriate,
throughout the underwritten offering prospectus.  See Rule 430A of Regulation C
under t he Securities Act.   For additional guidance, you may wish to refer to Question
and Answer 227.02 in the Securities Act Rules section of our “Compliance and
Disclosure Interpretations” available on the Commission’s website at
http://www/sec.gov .

Principal Stockholders, page 44

2. We note your response to comment eight in our letter dated April 1 9, 2010.  You
appear to have removed from the beneficial ownership table the row for Guiping
Liao.  As Ms. Liao appears to be  the holder of more than 5% of your common stock
in her own right, please include her in  the table.

Material  United States F ederal Income Tax Considerations, page 47

3. We note your response to comment 10  in our letter dated April 19, 2010 .  As
requested previously, please remove the word “certain” in the first sentence of the

Mr. Rong Yang
May 5 , 2010
Page 2

fourth  paragraph under “General” becau se the word “certain” may imply that China
Infrastructure Construction has not disclosed all material United States federal
income tax considerations .

U.S. Holders, page 48

4. We note your response to comment 11  in our letter dated April 19, 2010 .  As
requested previously, please remove the words “In general” in the first paragraph
under “Gain or Loss on Sale, Taxable Exchange or Other Taxable Disposition of
Common Stock” on page 49 because the words may imply that investors ca nnot rely
on the disclosure.

Exhibit 5.1

5. We note counsel’s statement that it is not licensed to practice law in Colorado .  We
further note that the opinions to be rendered concern the Colorado Business
Corporation  Act and the applicable provisions of the Colorado Constitution and the
reported judicial decisions interpreting such statutes and provisions .  Please provide
an opinion of counsel as to the legality of the securities covered by the registration
statement that is not qualified as to jurisdiction in this manner.  In its current form, the
filed opinion is unacceptable.  Please note, too, that the opinion must be dated and
must include the number of shares of common stock in the underwritten offer ing.

Closing

 As appropriate, please amend your filing in response to t he comments.  You may
wish to provide us marked courtesy copies of the filing to expedite our review.  Please
furnish a cover letter tagged as correspondence with your amendment that keys your
responses to our comments and provides any requested informatio n.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional
comments after review of your amendment and responses to our comments.

 We urge all persons who are responsible for the accuracy and adequacy of the
disclosures in the filing to be certain that the filing includes all information required
under the Securities Act of 1933 and that they have provided all information that
investo rs require for an informed investment decision.  Since the company and its
management are in possession of all facts
relating to a company’s disclosures, they are responsible for the adequacy and accuracy
of the disclosures that they have made.
Notwithsta nding our comments, when the company requests acceleration of the
effective date of the registration statement, it should furnish a letter, at the time of the
request, acknowledging t hat:

Mr. Rong Yang
May 5 , 2010
Page 3

 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 r elieve the company
from its full responsibility for the adequacy and accuracy of the disclosure
in the filing.

 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.

 In addition, please be advised that the Division of Enforcement has access to all
information that you provide to the staff of the Division of Corporation Finance in
connection with our revi ew of your filing or in response to our comments on your filing.

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 resp ective 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 statements.  We will act on the request and,
pursuant to d elegated authority, grant acceleration of the effective date.

We direct your attention to Rules 460 and 461 regarding requesting acceleration
of a registration statement.  Please allow adequate time after the filing of any amendment
for further review bef ore submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested effective date.

 You may direct questions on comments and disclosure issues to Edward M. Kelly,
Senior Counsel, at (202) 551-3728 or Dietrich A. King, Staff Attorney, at (202) 551 -
3338.

     Very truly yours,

     Pamela A. Long
     Assistant Director

Mr. Rong Yang
May 5 , 2010
Page 4

cc: Darren Ofsink, Esq.
 Guzov Ofsink, LLC
 600 Madison Avenue, 14th Floor
 New York, NY 10022

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4631

       DIVISION OF
CORPORATION FINANCE

April 19, 2010

By facsimile to (212) 688-7273 and U.S. Mail

Mr. Rong Yang
Chairman, President, and Chief Executive Officer China Infrastructure Construction Corporation Shidai Caifu Tiandi Building Suite 1906-09 1 Hangfeng Road Fe ngtai District
Beijing, People’s Republic of China 100070  Re: China Infrastructure Construction Corporation  Registration Statement on Form S-1  Filed March 26, 2010  File No. 333-165742

Dear Mr. Yang:

We have limited our review of your filing to  those issues that we have addressed
in our comments.  Where indicated, we th ink that you should revise your document in
response to these comments.  If you disagree , we will consider your explanation why our
comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us
information so that we may better understa nd your disclosure.  After reviewing this
information, we may raise additional comments.
Please understand that the purpose of our review is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions that you may have a bout comments or any other aspect of our
review.  You may call us at the telephone numbers listed at the end of this letter.
 General

 1. To the extent applicable, comments on the underwritten offering prospectus are also comments on the resale prospectus and vice versa.

Mr. Rong Yang
April 19, 2010
Page 2  2. Please tell us whether the selling securityho lders identified in the resale prospectus
will be able to sell their s ecurities at the same time that  the underwriter can sell the
securities that it will receive in th e underwritten offering.  If the selling
securityholders are subject to lock-up agreem ents or other contractual restrictions on
their ability to sell their securities for some period of time after the underwritten
offering, please revise your disclosu re to describe such restrictions.
 Calculation of Registration Fee Table

 3. Indicate by footnote or othe rwise the number of shares  of common stock in the
underwritten offering and the number of sh ares of common stock in the resale
offering.
 Prospectus Cover Page

 4. Please add a brief description of the underwriting arrangemen ts.  Please refer to Item
501(b)(8) of Regulation S-K.
 Special Note Regarding Forward-Looking Statements, page 15

 5. We note the disclaimer that China Infrastr ucture Construction cannot guarantee the
accuracy or completeness of the statistical and other industry data contained in the
prospectus.  Since China Infr astructure Construction may not disclaim responsibility
for information that it has chosen to incl ude in the prospectus, please delete the
disclaimer.
 Directors and Executive Officers, page 37

 6. Please provide disclosure of the qualificati ons of each director as required by Item
401(e) of Regulation S-K.  For guidance, you may wish to refer to Release No. 33-
9089.
 Certain Relationships and Relate d Party Transactions, page 42

 7. Please specify the subject matter of each related party payable transaction.  See
 Item
404 of Regulation S-K.

Principal Stockholders, page 44

8. We note that in the table you show that  Rong Yang beneficially owns 400,000 shares,
Rui Shen beneficially owns 5,860,022 shares, and Guiping Liao beneficially owns
1,440,607 shares.

• We note from footnote nine to the table that Ms. Liao is Mr. Yang’s spouse.
Please provide us your analysis why their share holdings reflected in the table

Mr. Rong Yang
April 19, 2010
Page 3
do not include each other’s holdings.  For guidance, you may wish to refer to Question and Answer 105.05 in the Exchange Act Sections 13(d) and 13(g) and Regulation 13D-G Beneficial Owner ship Reporting of our “Compliance
and Disclosure Interpretations” wh ich are available on the Commission’s
website at http://www.sec.gov
.

• We note from footnote three to the table that Mr. Yang has the option to
purchase 6,684,706 shares from Mr. Shen.  Please provide us your analysis
why you have not included these shares in the holdings in the table for Mr.
Yang.  In addition, please provide us your analysis why you have not included
all of these shares in the holdings in the table for Mr. Shen.
 Description of Capital Stock, page 46

 9. We note the “qualified in its  entirety” language in th e first paragraph.  China
Infrastructure Construction may not qua lify information in the prospectus by
reference to information outside the prosp ectus unless incorporation by reference or a
summary of a document filed as an exhib it is required by the form.  Accordingly,
please delete the reference to Colorado law.  See
 Rule 411(a) of Regulation C under
the Securities Act.
 Material United States Federal In come Tax Considerations, page 47

 10. Please remove the word “certain” in the first sentence of the first and last paragraphs
under “General” because the word “certain ” may imply that China Infrastructure
Construction has not disclosed all material United States federal income tax considerations.
 U.S. Holders, page 48

 11. Remove the word “generally” in the first two paragraphs under “Taxation of
Distributions” on page 48 and the words “I n general” and “generally” in the first
paragraph under “Gain or Loss on Sale, Taxable Exchange or Other Taxable
Disposition of Common Stoc k” on page 49 because the words may imply that
investors cannot rely on the disclosure.
 Resale Prospectus’ Outside Front Cover Page

 12. We note the statements:

• “Under the terms of the warrants, cashless exercise is permitted in certain circumstances.”

• “We will not receive any proceeds from any cashless exercise of the
warrants.”

Mr. Rong Yang
April 19, 2010
Page 4

Since no warrants are being registered and offered under this registration statement,
please delete the statements.
 Selling Stockholders, page 18

 13. We note the statements:

• “Except as noted below, neither of the Selling Stockholders is a broker-dealer
or an affiliate of a broker-dealer.”

• “Excepted as noted below, neither of the Selling Stockholders has or has had
within the past three years any position, office, or other material relationship
with the Company or any of its predecessors or affiliates.”

Since there are more than two selling stoc kholders, please revise  these and any other
similar statements to encompass all of the selling stockholders.
 Undertakings, page 59

 14. Please include the Rule 430B undertaki ng required by Item  512(a)(5)(ii) of
Regulation S-K, the Rule 430A undertaking required by Item 512(i)(2) of Regulation S-K, and the primary offering undertakings required by Item 512( a)(6) of Regulation
S-K.
 Exhibit 5.1

 15. We note that China Infrastructure Constr uction intends to file  the legal opinion by
amendment to the registration statement.  Pl ease allow us sufficient time to review the
legal opinion before requesting accelera tion of the registration statement’s
effectiveness.
 Exhibit 21.1

 16. Please list the state or other jurisdiction of incorporation or organization of each
subsidiary as required by Item 601(b)(21)(a) of Regulation S-K.

Closing

 As appropriate, please amend your filing in response to the comments.  You may
wish to provide us marked courtesy copies of the filing to expedite our review.  Please furnish a cover letter tagged as corresponde nce with your amendment that keys your
responses to our comments and provides a ny requested information.  Detailed cover

Mr. Rong Yang
April 19, 2010
Page 5  letters greatly facilitate our review.  Please understand that we may have additional comments after review of your amendm ent and responses to our comments.
  We urge all persons who are responsible for the accuracy and adequacy of the disclosures in the filing to be certain that the filing includes all information required under the Securities Act of 1933 and that they have provided all information that
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts  relating to a company’s disclosures, they ar e responsible for the adequacy and accuracy
of the disclosures th at they have made.
Notwithstanding our comments, when the company requests acceleration of the
effective date of the registration statement, it should furnish a letter, at the time of the
request, 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 eff ective, does not re lieve the company
from its full responsibility for the ade quacy and accuracy of the disclosure
in the filing.

• 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 secu rities laws of the United States.

 In addition, please be advi sed that the Division of En forcement has access to all
information that you provide to the staff of  the Division of Corporation Finance in
connection with our review of your filing or  in response to our comments on your filing.
 We will consider a written request for acceleration of the effective date of the
registration statement as conf irmation of the fact that t hose requesting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the
securities specified in the above registrati on statements.  We will act on the request and,
pursuant to delegated authority, grant acceleration of the effective date.
 We direct your attention to Rules 46 0 and 461 regarding requesting acceleration
of a registration statement.  Please allow ad equate time after the filing of any amendment
for further review before submitting a request for acceleration.  Please provide this request at least two business days in a dvance of the requested effective date.

 You may direct questions on comments and disclosure issues to Edward M. Kelly,

Mr. Rong Yang
April 19, 2010 Page 6  Senior Counsel, at (202) 551- 3728 or Dietrich A. King, St aff Attorney, at (202) 551-
3338.       Very truly yours,         Pamela A. Long      A s s i s t a n t  D i r e c t o r   cc: Darren Ofsink, Esq.  Guzov Ofsink, LLC  600 Madison Avenue, 14th Floor  New York, NY 10022

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4631

       DIVISION OF
CORPORATION FINANCE

VIA FACSIMILE AND U.S. MAIL

                                                      January 29, 2010
Yiru Shi
Chief Executive Officer and Chief Financial Officer China Infrastructure Co nstruction Corporation
C915 Jia Hao Int’l Business Ctr., 116  Zizhuyuan Rd., Haidan District
Beijing, China 100097
 RE: China Infrastructure Construction Corporation
Form 10-K for the Year  Ended May 31, 2009
Forms 10-Q for the Periods Ended August 31, 2009 and  November 30, 2009 File No. 333-146758

Dear Ms. Shi:

We have completed our review of your Fo rm 10-K and related filings and have no
further comments at this time.
If you have any further questions regard ing our review of your filings, please
direct them to Ernest Greene, Staff Accountan t, at (202) 551-3733 or in his absence, to
the undersigned at (202) 551-3769.

       S i n c e r e l y ,            R u f u s  D e c k e r         A c c o u n t i n g  B r a n c h  C h i e f

CORRESP
1
filename1.htm

    Unassociated Document

      CHINA
INFRASTRUCTURE CONSTRUCTION CORPORATION

      C915
Jia Hao International Business Center

      116
Zizhuyuan Road Haidan District

      Beijing,
China 100097

      Tel.
86-10-5170-9287

      Fax 86-10-8844-8198

                January
      20, 2010

      Mr.
Ernest Greene

      Division
of Corporation Finance

      U.S.
Securities and Exchange Commission

      100 F
Street, N.E.

      Washington,
D.C. 20549

                RE:

                China
      Infrastructure Construction Corporation

                  Form
      10-K for Fiscal year Ended May 31, 2009

                  File No.
      333-146758

Dear Mr.
Greene:

      Reference is made to your comment
letter, dated January 13, 2010, relating to the subject Form 10-K (the “Comment
Letter”).  Set forth below are the comments contained in the
Comment Letter followed by our response thereto:

      3. Summary of Significant
Accounting Policies, page F-6

      General

                2.

                We
      have read your response to comment six from out letter dated October 1,
      2009. On page F-7, you indicate that all costs incurred for shipping and
      handling are included in cost of sales. However, in your proposed
      disclosure you indicate that out bound freight costs are included in
      selling, general, and administrative expenses. Please clarify whether all
      shipping and handling costs are included in cost of sales. If shipping and
      handling costs are significant and are not included in cost of sales,
      please disclose both the amounts of such costs and the line item(s) on the
      income statement that include them. Refer to
  EITF-00-10.

      Mr.
Ernest Greene

      U.S.
Securities and Exchange Commission

      January
20, 2010

      Page
2

      Response:

      We have
revised the following footnote in our footnote 3 Summary of Significant
Accounting Policies:

      “Cost of Goods
Sold

      Cost of
goods sold consists primarily of the costs of the raw materials, shipping and
handling charges, direct labor, depreciation of plant and machinery, warehousing
cost and overhead associated with the manufacturing process and commission
expenses.

      Selling, General and
Administration Expenses

      Selling,
general and administrative expenses include costs incurred in connection with
performing selling, general and administrative activities such as executives and
administrative and sale employee salaries, related employee benefits, office
supplies, and professional services (legal and audit).”

                3.

                We
      read your response to comment seven from our letter dated October 1, 2009.
      Please revise your footnote to disclose in manner similar to your
      supplemental response that rewards or incentives given to your customers
      are treated as a reduction of
revenue.

      Response:

      We have
revised the following footnote in our footnote 3 Summary of Significant
Accounting Policies:

      “Revenue
Recognition

      The
Company receives revenue from sales of concrete products. The Company's revenue
recognition policies are in compliance with ASC 605 (previously Staff Accounting
Bulletin 104). Sales revenue is recognized at the date of shipment to customers
when a formal arrangement exists, the price is fixed or determinable, the
delivery is completed, no other significant obligations of the Company exist and
collectability is reasonably assured. Our sales are non-returnable. Therefore,
we do not estimate deductions or allowance for sales returns. Payments received
before all of the relevant criteria for revenue recognition are satisfied are
recorded as unearned revenue.

      Our
products delivered to customers would be checked on site by customers and, once
the products are accepted by customers, they will sign the acceptance notice.
There is no warranty issue after the delivery.

        Mr.
Ernest Greene

        U.S.
Securities and Exchange Commission

        January
20, 2010

        Page
3

      Reward or
incentive given to our customers is an adjustment of the selling prices of our
products therefore the consideration is characterized as a reduction of revenue
when recognized in our income statement.

      The
Company recognizes its revenues net of value-added taxes (“VAT”).  The
Company is subject to VAT which is levied at the rate of 6% on the invoiced
value of sales. However, the Company enjoys a free VAT policy according to the
national policy, which encourages the development of the cement industry if
the manufacturer satisfies the environmental protection requirements. The
Company has enjoyed the free VAT policy from January 1, 2006 and has been
reviewed every year by the local tax bureau.”

      Thank you
for your assistance and cooperation.

                China
      Infrastructure Construction Corporation

                By:

                /s/
      Yiru Shi

                Yiru
      Shi

                Chief
      Financial Officer

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4631

       DIVISION OF
CORPORATION FINANCE

VIA FACSIMILE AND U.S. MAIL

                                                            January 13, 2010
 Yiru Shi  Chief Executive Officer and Chief Financial Officer China Infrastructure Co nstruction Corporation
C915 Jia Hao Int’l Business Ctr., 116  Zizhuyuan Rd., Haidan District
Beijing, China 100097
 RE: China Infrastructure Construction Corporation
Form 10-K for the Year  Ended May 31, 2009
Form 10-Q for the Period Ended August 31, 2009
File No. 333-146758

Dear Ms. Shi:
  We have reviewed your response letter filed on December 28, 2009 and have the following comments.  Where indicated, we think you should re vise your disclosures in response to these
comments.  If you disagree, we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary.  Please be as detailed as necess ary in your explanation.
Please understand that the purpose of  our review process is to a ssist you in your compliance with
the applicable disclosure requirements and to enhan ce the overall disclosure in your filing.  We look
forward to working with you in these respects.  We welcome any questions you may have about our
comments or on any other aspect of our review.  Feel free to call us at the phone numbers listed
below.
FORM 10-K FOR THE YEAR ENDED MAY 31, 2009

 General

1. Where a comment below requests additional disclosures or other revisions to be made,
please show us in your supplemental response what the revisions will look like.  These
revisions should be included in your future filings.
 Financial Statements

 3. Summary of Significant Acc ounting Policies, page F-6

 General

 2. We have read your response to comment six from our letter dated October 1, 2009.  On page
F-7, you indicate that all costs incurred for sh ipping and handling are included in cost of

Ms. Yiru Shi
January 13, 2010 Page 2
sales.  However, in your proposed disclosure , you indicate that out  bound freight costs are
included in selling, general and administrative expenses.  Please clar ify whether all shipping
and handling costs are included in cost of sales.  If shipping and handling costs are
significant and are not included in  cost of sales, please disc lose both the amounts of such
costs and the line item(s) on the income statement that include them.  Refer to EITF 00-10.

3. We have read your response to comment seven from our letter dated October 1, 2009.
Please revise your footnotes to disclose in a manner similar to your supplemental response
that rewards or incentives given to your custom ers are treated as a reduction of revenue.

*    *    *    *
   Please respond to these comments within 10 business days, or tell us when you will provide us with a response.  Please provide us with a response letter that keys  your responses to our
comments and provides any requested information.  De tailed letters greatly f acilitate our review.
Please file your response on EDGAR as a corresponde nce file.  Please underst and that we may have
additional comments after reviewin g your responses to our comments.

You may contact Ernest Greene, Staff Accountant, at (202) 5 51-3733, or in his absence, the
undersigned at (202) 551-3769, if you have ques tions regarding comments on the financial
statements and related matters.
  Sincerely,
           R u f u s  D e c k e r
       Accounting Branch Chief

CORRESP
1
filename1.htm

    Unassociated Document

    CHINA
INFRASTRUCTURE CONSTRUCTION CORPORATION

    C915
Jia Hao International Business Center

    116
Zizhuyuan Road Haidan District

    Beijing,
China 100097

    Tel.
86-10-5170-9287

    Fax 86-10-8844-8198

    December
24, 2009

    Mr.
Ernest Greene

    Division
of Corporation Finance

    U.S.
Securities and Exchange Commission

    100 F
Street, N.E.

    Washington,
D.C. 20549

                    RE:

                    China
      Infrastructure Construction Corporation

                    Form
      10-K for Fiscal year Ended May 31, 2009

                    File No. 333-146758

    Dear Mr.
Greene:

    Reference is made to your comment
letter, dated October 1, 2009, relating to the subject Form 10-K (the “Comment
Letter”).  Set forth below are the comments contained in the
Comment Letter followed by our response thereto:

    Managements Discussion and
Analysis of Financial Condition and Results of Operations

    Results of
Operations

    Fiscal Year Ended May 31,
2009 Compared to Fiscal Year Ended May 31, 2008, page 22

              2.

              Please
      Expand/revise your discussion under results of operations for all periods
      to:

              ·

              Quantify
      the extent to which material increases in sales are attributable to
      changes in prices, volume or amount of goods being sold, or changed in
      product mix. For example, you explain on page 27 the increase in sales is
      attributable to the successful development of your customers’ network the
      extent to which your network has resulted in additional
    sales;

              ·

              Provide
      a robust explanation for the changes in the line items within your
      statements of operations. For example, you indicated that your gross
      margin in the fiscal year ended May 31, 2009 was approximately 19.5%,
      which was higher than the 15.9% in the same period last year without
      further explanations as to why your gross margin was higher than in the
      prior fiscal year; and

    Mr. Ernst Greene

    U.S. Securities and Exchange Commission

    December 24, 2009

    Page 2

              ·

              Quantify
      each factor you cite as impacting your operations. Fr example, you
      disclose the increase in general and administrative expenses was primarily
      due to the consummation of the Share Exchange Agreement and related legal
      and professional expenses. However, you have not quantified the impact of
      these items.

    This is
not meant to represent an all-inclusive list of there your MD&A should be
improved. We encourage you to provide quantification of amounts and further
clarification throughout your discussion. See item 303(a)(3) of Regulation
S-K.

    Response:

    We will
revise our results of operations as follows:

    “Results
of Operations

    Fiscal
Year Ended May 31, 2009 Compared to Fiscal Year Ended May 31, 2008

    Sales
Revenues

    Sales for
the fiscal year ended May 31, 2009 were $66,778,296 as compared to $39,302,543
for the same period last year, an increase of 70%. The increase in sales
revenues is attributable to the increased demand of concrete due to government’s
stimulus plan in infrastructure and real estate industry and is mainly due to
the increase of average unit sales price. Increase of average sales price is due
to change to higher profit product mix and in line with the increase of costs of
raw materials, oil, and labor. Higher profit products C30 and C35 series
accounted for approximately 10% more of the total finished goods sales revenue
for the fiscal year ended May 31, 2009 compared to the same period last
year.

    Costs of
Goods Sold

    Cost of
goods sold for the fiscal year ended May 31, 2009 was $54,186,509 as compared to
$33,050,443 for the same period last year, an increase of 64%. The increase in
cost of goods sold is mainly attributable to the increase of costs of raw
materials, oil, and labor during this period.

      Mr. Ernst Greene

      U.S. Securities and Exchange Commission

      December 24, 2009

      Page 3

    Gross
Profit

    Gross
profit for the fiscal year ended May 31, 2009 was $12,591,787, an increase of
approximately 101%, as compared to $6,252,100 for the fiscal year ended May 31,
2008. The increase in gross profit is attributable to the increase of sales
revenue.

    Gross
profit margin

    Gross
profit margin for the fiscal year ended May 31, 2009 was 18.9%, compared to
15.9% for the same period in 2008. The increased gross profit margin is mainly
due to the increased unit selling prices. The average unit selling prices
increased a higher percentage than the increase of the average unit
cost.

    Selling
and General and Administrative Expenses

    Selling,
general and administrative expenses for the fiscal year ended May 31, 2009 were
$1,521,758 as compared to $1,129,126 for the same period last year, an
increase of $392,632, or approximately 35%. The increase of the selling, general
and administrative expenses was primarily due to increase in professional
services and donation expenses. Approximately $223,544 was donated to rebuild
homes lost in earthquake during the year ended May 31, 2009.

    Operating
Income

    Our
operating income for the fiscal year ended May 31, 2009 was $11,070,029, an
increase of approximately 116% as compared to $5, 122,974 for the fiscal year
ended May 31, 2008. The increased operating income was mainly due to the
increased sales revenue.

    Income
Taxes

    During
the fiscal year ended May 31, 2009, our business operations were solely
conducted by our subsidiaries incorporated in the PRC and we are governed by the
PRC Enterprise Income Tax Laws.  PRC enterprise income tax is
calculated based on taxable income determined under PRC GAAP. In accordance with
the Income Tax Laws, a PRC domestic company is subject to enterprise income tax
at the rate of 25%.

    However,
the respective tax authorities consider our PRC subsidiary a resource
multipurpose utilization enterprise, which qualifies it for an exemption from
income tax until December 31, 2010.

    Net
Income

    Net
income was $10,461,209 for the fiscal year ended May 31, 2009, compared to
$4,802,337 in the last fiscal year, an increase of $5,658,872 or approximately
118%. The increase was primarily due to the increased sales.

      Mr. Ernst Greene

      U.S. Securities and Exchange Commission

      December 24, 2009

      Page 4

    Liquidity
and Capital Resources

    As of May
31, 2009, we had cash and cash equivalents of $921,841. We have historically
funded our working capital needs from operations, advance payments from
customers, bank borrowings, and capital from shareholders. Our working capital
requirements are influenced by the level of our operations, the numerical and
dollar volume of our project contracts, the progress of our contract execution,
and the timing of accounts receivable collections.

    The
following table sets forth a summary of our cash flows for the periods
indicated:

                        12 Months Ended

                        May 31

                        2009

                        2008

                        Net
      cash provided by operating activities

                        $

                        2,277,902

                        $

                        4,870,154

                        Net
      cash (used in) investing activities

                        (2,375,085)

                        (810,357)

                        Net
      cash provided by (used in) financing activities

                        123,861

                        (3,494,350)

                        Effect
      of exchange rate change on cash and cash equivalents

                        58,185

                        89,840

                        Net
      increase in cash and cash equivalents

                        84,863

                        655,287

                        Cash
      and cash equivalents, beginning balance

                        836,978

                        181,691

                        Cash
      and cash equivalents, ending balance

                        921,841

                        836,978

    Operating
Activities

    Net cash
provided by operating activities for the year ended May 31, 2009 was $2,277,902,
a decrease of 53.23%, or $2,592,252, from $4,870,154 provided by operating
activities for the same period in 2008. The decrease of net cash provided by
operating activities was due to the following factors. Accounts receivable
increased to $16,117,557 in 2009 from $2,485,354 in 2008 due to the sales
increase. The sales increased from $39,302,543 for the year ended May 31, 2008
to $66,778,296 for the year ended May 31, 2009. We typically had long term
annual and multi year contracts with our major customers. We entered into
varying payment terms with our customers ranging from payment before delivery,
payment on delivery or up to 2 years after the project completion. As of May 31,
2009, we had experienced a bad debt ratio of less than 0.1% of sales. The
increase in receivables was partially offset by increase in accounts payable,
other payable and a decrease in inventory. Accounts payable increased to
$4,539,958 in 2009 from $1,942,866 in 2008 due to the expansion of business.
Other payables increased to $1,152,541 in 2009 from $423,612 in 2008 due to the
expansion of business. However, the Inventories increased by $449,959 in 2009 as
compared to a decrease of $75,262 in 2008.

      Mr. Ernst Greene

      U.S. Securities and Exchange Commission

      December 24, 2009

      Page 5

    Investing
Activities

    Net cash
used in investing activities for the year ended May 31, 2009 was $2,375,085, an
increase of 193.09%, or $1,564,728 from $810,357 used in investing activities
for the same period in 2008. The increase of net cash used in investing
activities resulted from more deposits for acquisition of fixed
assets.

    Financing
Activities

    Net cash
provided by financing activities for the year ended May 31, 2009 was $123,861,
an increase of 103.54%, or $3,618,211 from $3,494,350 used in the financing
activities for the same period in 2008. The increase of net cash provided by
financing activities is mainly because the Company has fewer payments of
dividends and less payment of notes payable for the year ended May 31, 2009 than
for the year ended May 31, 2008.”

    Liquidity and Capital
Resources

    Operating Activities, page
24

              3.

              Net
      cash provided by operating activities was $2.3 million for the fiscal year
      ended May 31, 2009 compared to $4.9 million for the fiscal year ended May
      31, 2008. You disclose that the net cash reflects the revenues generated
      by the operations of Beijing Concrete. However, you have not identified
      the components that resulted in the decrease in your cash flows from
      operations. Please expand this disclosure to discuss the components that
      resulted in the decrease in cash flows from operations as well as the
      underlying reasons for changes in these components, with specific
      discussions for accounts receivable, inventories, accounts payable and
      other payables.

    Response: We will revise as
follows:

    The
decrease of net cash provided by operating activities was due to the following
factors. Accounts receivable increased to $16,117,557 in 2009 from $2,485,354 in
2008 due to the sales increase. The sales increased from $39,302,543 for the
year ended May 31, 2008 to $66,778,296 for the year ended May 31, 2009. We
typically had long term annual and multi year contracts with our major
customers. We entered into varying payment terms with our customers ranging from
payment before delivery, payment on delivery or up to 2 years after the project
completion. As of May 31, 2009, we had experienced a bad debt ratio of less than
0.1% of sales. The increase in receivables was partially offset by increase in
accounts payable, other payable and a decrease in inventory. Accounts payable
increased to $4,539,958 in 2009 from $1,942,866 in 2008 due to the expansion of
business. Inventories increased to $449,959 in 2009 from $75,262 in 2008 due to
the expansion of business. Other payables increased to $1,152,541 in 2009 from
$423,612 in 2008 due to the expansion of business.

      Mr. Ernst Greene

      U.S. Securities and Exchange Commission

      December 24, 2009

      Page 6

    Financial Statements and
Supplementary Data, Page 25

              4.

              Please
      revise your selected financial data to include basic and diluted earnings
      per share for each period.

    Response: We have revised Item
8. Financial Statements and Supplementary Data as follows:

    The
Company's consolidated audited financial statements for the fiscal years ended
May 31, 2009 and 2008, together with the report of the independent certified
public accounting firm thereon and the notes thereto, are presented beginning at
page F-1.

    Financial
Statements

    Consolidated Statements of
Operations and Comprehensive Income, page F-2

              5.

              Please
      disclose in your footnotes the types of amounts included in the other
      (expense) line item for each period presented and also disclose in your
      MD&A the business reasons for changes between
  periods.

    Response: We have revised our
income statement and reclassified and removed the amount previously included in
“other (expense)” into selling and general and administration expense for the
year ended May 31, 2009 and 2008. At the same time, we have combined selling
expenses and general and administrative expenses. Reclassified income statement
is as follow. The reclassification has no effect on net income.

                          Year ended May 31, 2009

                          Year ended May 31, 2008

                          Sales
      revenues

                        $
                        66,778,296

                        $
                        39,302,543

                          Cost
      of goods sold

                        54,186,509

                        33,050,443

                          Gross
      profit

                        12,591,787

                        6,252,100

                          Selling
      and general and administrative expenses

                        1,521,758

                        1,129,126

                          Net
      operating income

                        11,070,029

                        5,122,974

                          Other
      income (expense):

                          Interest
      (expense)

                        (2,097
                        )

                        (40,312
                        )

                          Other
      (expense)

                        -

                        -

                          Total
      other income (expense)

                        (2,097
                        )

                        (40,312
                        )

                          Net
      income before income taxes

                        11,067,932

                        5,082,662

                          Income
      taxes

                        -

                        -

                          Net
      income before minority interests

                        11,067,932

                        5,082,662

                          Minority
      interests

                        606,723

                        280,325

                          Net
      income

                        $
                        10,461,209

                        $
                        4,802,337

                          Foreign
      currency translation adjustment

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4631

       DIVISION OF
CORPORATION FINANCE

VIA FACSIMILE AND U.S. MAIL

                                                                             October 1, 2009
 Rong Yang Chief Executive Officer and Chief Financial Officer China Infrastructure Co nstruction Corporation
C915 Jia Hao Int’l Business Ctr., 116  Zizhuyuan Rd., Haidan District
Beijing, China 100097
 RE: China Infrastructure Construction Corporation
Form 10-K for Fiscal Ye ar Ended May 31, 2009
File No. 333-146758

Dear Mr. Yang:
   We have reviewed your filing and have the following comments.  We have limited our review of your filing to the matters  listed below.  If you disagree with a comment, we will consider
your explanation as to why our comment is inappli cable or a revision is unne cessary.  Please be as
detailed as necessary in your expl anation.  In some of our comments,  we may ask you to provide us
with information so we may better understand your disclosure.  After revi ewing this information,
we may or may not raise additional comments.   Please understand that the purpose of our review process is to  assist you in your compliance
with the applicable disclosure re quirements and to enhance the overa ll disclosure in your filing.  We
look forward to working with you in these respects.  We welcome any questions you may have about our comments or on any other aspect of our review.  Feel free to call us at the telephone
numbers listed at the end of this letter.
FORM 10-K FOR THE YEAR ENDED MAY 31, 2009

 General

1. Where a comment below requests additional disclosures or other revisions to be made,
please show us in your supplemental response what the revisions will look like.  These
revisions should be included in your future filings.
 Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations

 Results of Operations

Fiscal Year Ended May 31, 2009 Compared to  Fiscal Year Ended May 31, 2008, page 22

2. Please expand/revise your discussion under results of operations for all periods to:

Mr. Rong Yang
October 1, 2009 Page 2
• Quantify the extent to which material increases in sales are attributable to changes in
prices, volume or amount of goods being sol d, or change in product mix.  For example,
you explain on page 27 the increase in sales is attributable to the successful development
of your customers’ network and to the incr ease in sales prices.  However, you do not
quantify the impact of the price increase s or the development of your customers’
network or the extent to which your networ k has resulted in additional sales;
• Provide a more robust explanation for the chan ges in line items within your statements
of operations.  For example, you indicated that  your gross margin in the fiscal year
ended May 31, 2009 was approximately 19.5%, which was higher than the 15.9% in the
same period last year without further expl anations as to why your gross margin was
higher than in the prio r fiscal year; and
• Quantify each factor you cite  as impacting your operations.  For example, you disclose
the increase in general and administrativ e expenses was primarily due to the
consummation of the Share Exchange Agr eement and related legal and professional
expenses.  However, you have not quan tified the impact of these items.
This is not meant to represent an all-in clusive list of where your MD&A should be
improved.  We encourage you to provide quantif ication of amounts and further clarification
throughout your discussion.  See Item 303(a)(3) of Regulation S-K.

Liquidity and Capital Resources
 Operating Activities, page 24

3. Net cash provided by operating activities was $2.3 million for the fiscal year ended May 31,
2009 compared to $4.9 million for the fiscal year ended May 31, 2008.  You disclose that the net cash reflects the revenues generate d by the operations of Beijing Concrete.
However, you have not identified the components that resulted in the decrease in your cash
flows from operations.  Please expand this disclo sure to discuss the components that resulted
in the decrease in cash flows from operations  as well as the underl ying reasons for changes
in these components, with specific discussions for accounts receivable, inventories, accounts
payable and other payables.

Financial Statements and Supplementary Data, page 25

 4. Please revise your selected financ ial data to include basic and diluted earnings per share for
each period presented.
 Financial Statements

Consolidated Statements of Operations and Comprehensive Income, page F-2

5. Please disclose in your footnotes  the types of amounts included  in the other (expense) line
item for each period presented and also disclo se in your MD&A the business reasons for
changes between periods.

Mr. Rong Yang
October 1, 2009 Page 3  3. Summary of Significant Acc ounting Policies, page F-6

 General

 6. Please disclose the types of expenses that you in clude in the cost of goods sold line item and
the types of expenses that you include in the selling expense and general and administrative
expenses line items.  In doing so, please al so disclose whether you include inbound freight
charges, purchasing and receiving costs, in spection costs, warehous ing costs, internal
transfer costs, and the other co sts of your distribution network in the cost of goods sold line
item.  With the exception of warehousing cost s, if you currently exclude a portion of these
costs from cost of goods sold, please disclose:
• in a footnote the line items that these ex cluded costs are included in and the amounts
included in each line item fo r each period presented; and
• in MD&A that your gross margins may not be  comparable to thos e of other entities,
since some entities include all of  the costs related to their di stribution network in cost of
goods sold and others like you exclude a porti on of them from gro ss profit, including
them instead in a line item, such as sell ing expense and/or general and administrative
expenses.

7. On pages 22 and 23, you refer to reciprocal  arrangements with your suppliers and
promotional measures for your customers’ networ k development.   Please disclose the facts
and circumstances surrounding your  reciprocal arrangements a nd promotional measures.
Please disclose how you are accounting for th ese arrangements.  Please tell us what
consideration you gave to EITF 01-9 and EITF 00-22 in accounting for these arrangements.
 Property and Equipment, page F-8

 8. You had construction in progr ess of $3.3 million as of Ma y 31, 2009.  If trade accounts
payable contains construction in progress or other property, plant and equipment additions,
please disclose in a footnote the related amount s as of each balance sheet date.  Please
supplementally confirm you do not include these amounts in cash used by investing activities until the subsequent period in which the cash payment is made.  Please ensure that supplemental information about non-cash transac tions is disclosed pursuant to paragraph 32
of SFAS 95.
 Advertising Costs, page F-8

9. Please revise your accounting policy to disclose  the total amount ch arged to advertising
costs for each period presented.  Please also disclose the line item in your statement of
operations that your advertising costs are incl uded in.  Refer to paragraph 49 of SOP 93-7.

9. Related Party Transactions, page F-11
 10. Please enhance the disclosures surrounding your related party receivab les to provide the
facts and circumstances of each receivable includ ing but not limited to a description of each
transaction.  You should also disc lose whether the receivable is a loan to a related party or a

Mr. Rong Yang
October 1, 2009 Page 4
note receivable from a related party customer.  Refer to SFAS 57.  Please also tell us when
these related party receivables were establishe d and what consideration you gave to Section
402(a) of Sarbanes-Oxley Act which prohibits most  personal loans to officers and directors.
 15. Concentration of Credit Risk s and Uncertainties, page F-13

 11. You indicate that you had sales to two major cu stomers, which represented 25% and 12% of
your total sales for the fiscal year ended Ma y 31, 2009.  You also had one customer, which
represented 17% of total sales for the year ended May 31, 2008.  Please disclose the name of
each customer that constituted 10% or more of  your sales in any period presented, since it
appears the loss of these customers would have a material adverse effect on your business as
a whole.

Exhibits 31.1 and 31.2

 12. The identification of the certifying individual at  the beginning of the certification required
by Exchange Act Rule 13a-14(a) also includes the title of the certify ing individual.  The
identification of the certifying individual at the beginning of the certification should be
revised so as not to incl ude the individual’s title.

*    *    *    *

  Please respond to these comments within 10 business days, or tell us when you will provide
us with a response.  Please provide us with a response letter that keys  your responses to our
comments and provides any requested information.  De tailed letters greatly fa cilitate our review.
Please file your response on EDGAR as a corresponde nce file.  Please underst and that we may have
additional comments after reviewin g your responses to our comments.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure in
the filing to be certain that the filing include s all information required under the Securities
Exchange Act of 1934 and that they  have provided all information i nvestors require for an informed
investment decision.  Since the company and its ma nagement are in possession of all facts relating
to a company’s disclosure, they are responsible fo r the accuracy and adequacy of the disclosures
they have made.

 In connection with responding to our comments,  please provide, in writing, a statement from
the company acknowledging that:
• the company is responsible for the adequacy an d accuracy of the disclosure in their filings;
• staff comments or changes to disclosure in re sponse to staff comments do not foreclose the
Commission from taking any action w ith respect to the filing; and
• the company may not assert staff comments as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the United States.

Mr. Rong Yang
October 1, 2009 Page 5   In addition, please be advised th at the Division of Enforcement has access to all information
you provide to the staff of the Division of Corpor ation Finance in our review of your filing or in
response to our comments on your filing.
You may contact Ernest Greene, Staff Accountant, at (202) 5 51-3733, or in his absence, the
undersigned at (202) 551-3769, if you have ques tions regarding comments on the financial
statements and related matters.          Sincerely,            R u f u s  D e c k e r
       Accounting Branch Chief

CORRESP
1
filename1.htm

Frascona, Joiner, Goodman and Greenstein, P

December 19, 2007

Amanda McManus

Branch Chief-Legal

Division of Corporate Finance

U.S. Securities and Exchange Commission

Division of Corporation Finance

Mail Stop 3561

100 F Street, N.E.

Washington, D.C.  20549

Re:

Fidelity Aviation Corporation. .

Amendment 2 to Registration Statement on Form SB-2 filed on December 19, 2007

File No.: 333-146758

Dear Ms McManus:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, we hereby request that the effective date of the Company’s registration statement be accelerated, so that it will become effective at 10:00 a.m. on December 21, 2007, or as soon thereafter as practicable.

In conjunction with this request for acceleration, we represent and acknowledge the following:

·

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 this action as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Sincerely yours,

Fidelity Aviation Corporation.

/s/ John Schoenauer, CEO

Mail Stop 3561          November 7, 2007

John Schoenauer President and Chief Financial Officer Fidelity Aviation Corporation 1175 Osage Street, Suite 204 Denver, Colorado 80204
Re: Fidelity Aviation Corporation
  F o r m  S B - 2    Filed October 17, 2007   File No. 333-146758

Dear Mr. Schoenauer:   We have limited our review of your filing to those issues we have addressed in
our comments.  Where indicated, we think you should revise your document in response
to these comments.  If you disagree, we w ill consider your explanation as to why our
comment is inapplicable or a revision is unneces sary.  Please be as detailed as necessary
in your explanation.  In some of our comme nts, we may ask you to provide us with
information so we may better understand your  disclosure.  After reviewing this
information, we may raise additional comments.    Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at  the telephone numbers listed at the end of this letter.
 Summary, page 6

1. Please revise to remove from the sec ond sentence that the summary is “not
complete” as this is a complete summary.
2. Consistent with your disclosure on page 23, please revise the summary section to
include some discussion of the fact that  you have had no sales in 2007 and discuss
the reason for the lack of sales.

John Schoenauer
Fidelity Aviation Corporation
November 7, 2007 Page 2  The Company, page 6

3. Please revise to include your revenues a nd net loss for the last audited period and
interim stub.
 Summary Financial Information, page 8

4. Please remove the parenthesis from the revenues disclosed in the table for the
fiscal years ended 2005 and 2006.

Signatures, page 52
5. Please include the signature of the pers on acting as the Cont roller or Principal
Accounting Officer.  If a person signs in more than one capacity, you should
indicate each capacity in which that person signs.

* * * * *

 As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendmen t and responses to our comments.
  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 all in formation required under
the Securities Act of 1933 and that they have  provided all information investors require
for an informed investment decision.  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.   Notwithstanding our comments, in the ev ent the company requests acceleration of
the effective date of the pending registration statement, it should furnish a letter, at the time of such request, 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

John Schoenauer
Fidelity Aviation Corporation November 7, 2007 Page 3
• the company may not assert staff comment s and the declaration of effectiveness
as a defense in any proceeding initiat ed by the Commission or any person under
the federal securities laws of the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.   We will consider a written request for acceleration of the effective date of the registration statement as conf irmation of the fact that t hose requesting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the
securities specified in the above registration statement.  We will act  on the request and,
pursuant to delegated authority, grant acceleration of the effective date.
  We direct your attention to Rules 460 and 461 regarding requesting acceleration
of a registration statement.  Please allow ad equate time after the filing of any amendment
for further review before submitting a request for acceleration.  Please provide this request at least two business days in a dvance of the requested effective date.

Please contact John Stickel at (202) 551-3324 with any questions.  If you need
further assistance, you may contact me at (202) 551-3412.
         R e g a r d s ,             A m a n d a  M c M a n u s          B r a n c h  C h i e f  –  L e g a l   cc: Via Facsimile

 Gary S. Joiner, Esq.  Frascona, Joiner, Goodman & Greenstein, P.C.
4750 Table Mesa Drive
 Boulder, Colorado 80305