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<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 February 19, 2026

Raymond Fu
Chief Executive Officer
Kuber Resources Corp
1113, Lippo Centre Tower 2, 89 Queensway
Admiralty, Hong Kong

 Re: Kuber Resources Corp
 Form 10-K for the Fiscal Year Ended December 31, 2024
 File No. 000-26119
Dear Raymond Fu:

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

 Sincerely,

 Division of
Corporation Finance
 Office of Technology
cc: Timothy Lam
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 Kuber Resources
Co rp.

 1113, Tower 2, Lippo Centre

 89 Queensway, Admiralty, Hong Kong

 February 9, 2026

 Securities and Exchange Commission

 Division of Corporation Finance,

 Office of Technology

 Attn: Chen Chen or Christine Dietz

 100 F Street N.E.

 Washington, D.C. 20549

 Re: Kuber Resources Corp.
 Form 10-K for the year ended December 31, 2024, and
Form 10-Q for the Quarterly Period Ended September 30, 2025,
File No. 000-26119

 Dear Ms. Chen and Ms. Dietz:

 On behalf of Kuber Resources Corp., a Nevada corporation
(the "Company," "we," "us," or "our"), we submit this letter in response to the Staff's
comment letter dated January 29, 2026 (the "Comment Letter") pertaining to the Company's Form 10-K for the fiscal year
ended December 31, 2024 as filed with the Securities & Exchange Commission (the "Commission") on April 15, 2025 (the "10-K")
and Form 10-Q for the quarterly period ended September 30, 2025 filed with the Commission on November 19, 2025 (the "10-Q").

 We understand from the Staff that the Company
should not file any amendments until the Staff has reviewed the Company's proposed revisions. Accordingly, this response letter
describes the changes the Company proposes to make to its disclosures in response to the Staff's comments.

 For convenience of reference, each comment contained
in the Staff's Letter is reprinted below, numbered to correspond with the paragraph numbers assigned in the Staff's Letter,
and is followed by the corresponding response of the Company.

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

 Consolidated Financial Statements

 Note 2 - Summary of significant accounting policies

 Segment Reporting, page F-11

 1. We note the proposed disclosure provided
in your response to prior comment 1. Please further revise to discuss how the CODM uses the segment measure of profitability in assessing
segment performance and deciding how to allocate resources. Refer to ASC 280-10-50-29(f) and the example in ASC 280-10-55-54(c).

 Response :

 The Company acknowledges the Staff's
comment. The Company proposes to further revise Note 2 (Segment Reporting) to explain how the Chief Executive Officer, as the chief operating
decision maker ("CODM"), uses the segment measure of profitability (net income) in assessing performance and in deciding how
to allocate resources, consistent with ASC 280-10-50-29(f) and ASC 280-10-55-54(c).

 Segment Reporting

 ASC 280, Segment Reporting, establishes standards
for reporting information about operating segments based on the manner in which management organizes the business and evaluates financial
performance. Operating segments are components of an enterprise for which discrete financial information is available and regularly reviewed
by the chief operating decision maker ("CODM") to allocate resources and assess performance.

 The Company has identified its Chief Executive
Officer as the CODM. The CODM reviews the Company's results only on a consolidated basis and uses consolidated net income
as the primary segment measure of profit or loss. The CODM utilizes this measure in the following manner to assess performance and allocate
resources:

 · Performance Assessment: The CODM evaluates the Company’s success by comparing consolidated
net income against historical results and internal annual budgets. Because the Company’s product lines share a unified infrastructure
and management team, the CODM assesses the performance of the enterprise as a single unit rather than evaluating the profitability of
individual product lines.

 · Resource Allocation: The CODM uses consolidated net income to determine the total capital available
for functional reinvestment. Decisions to hire personnel or increase spending are made at the functional level (e.g., increasing
the total R&D budget or expanding the Sales and Marketing team) to benefit the entire entity, rather than allocating specific budgets
to a particular product "segment."

 · Decision Making: Resources are deployed based on the CODM’s review of consolidated budget-to-actual
results. This functional management approach ensures that capital is prioritized for the Company’s unified strategic goals, such
as overall brand growth and consolidated margin improvement.

 The CODM is regularly provided with consolidated
revenue and significant expense categories, including cost of revenue, research and development, sales and marketing, and general and
administrative expenses. Other items included in the measure of profitability reviewed by the CODM include depreciation and amortization,
interest income/expense, and income taxes.

 As the CODM does not manage the business by product
line or geography, and discrete financial information for such components is not used for resource allocation, the Company has concluded
it operates as a single operating and reportable segment.

 Note 14 - Concentrations, Risks, and Uncertainties

 (c) Unissued VAT invoices, page F-18

 2. We note your response to prior comment 2
indicates that Kuber Guangdong was incorporated in October 2023 and you disclose that during the nine months ended September 30, 2025,
the Company issued VAT invoices for total sales of approximately $28.8 million. Please reconcile this amount to the revenues reported
in your statement of income. In this regard, we note that total revenue for the two year period ended December 31, 2024 plus the nine-months
ended September 30, 2025 was only approximately $16.4 million.

 Response :

 The Company acknowledges the Staff's
comment and clarifies that the $28.8 million figure previously cited represents the aggregate sales amount which VAT invoices were issued
by Kuber Guangdong and Gongfa Materials (Guangdong) New Materials Technology Co., Limited (" GongFa ") on a combined
accumulated basis as of September 30, 2025 and provided a reconciliation schedule. The Company proposes to further revise the Footnote
disclosure in future filings.

 Unissued VAT Invoices

 Sales of the Company's products in the People's
Republic of China ("PRC") are subject to value-added tax ("VAT") at a rate of 6% of the gross sales price or at
a rate approved by local tax authorities. The Company accounts for VAT on a net basis, and amounts collected on behalf of tax authorities
are excluded from revenue. Output VAT may be offset by VAT paid on purchase of raw materials included in the cost of producing the finished
goods sold. VAT payable is recorded in accrued liabilities, and VAT recoverable on qualifying purchases is recorded in other current assets.

 Revenue is recognized upon the transfer of control
of goods to customers in accordance with ASC 606 and is not contingent upon the issuance of VAT invoices. Accordingly, the VAT invoicing
process does not impact the timing or amount of revenue recognized in the Consolidated Statements of Income.

 Under PRC tax regulations, the Company's
subsidiaries are subject to limitations on the maximum aggregate amount (quota) of VAT invoices that may be issued during a specified
period. Both Kuber Guangdong (incorporated October 17, 2023) and GongFa are currently subject to these limitations, resulting in a backlog
of unissued invoices for revenue recognized under US GAAP.

 As of December 31, 2024, the status of VAT invoicing
for the subsidiaries was as follows:

 · Kuber Guangdong: Issued VAT invoices for gross sales totaling $367,229 . The remaining $5,608,252
represents gross sales amounts, excluding VAT, for which invoices have not yet been issued.

 · GongFa: Issued VAT invoices for gross sales totaling $10,463,156 . The remaining $6,144,722
represents gross sales amounts, excluding VAT, for which invoices have not yet been issued.

 The Company has submitted an application to the
local tax authorities to increase its allowable VAT invoice issuance limit and is awaiting approval. Upon approval, the Company expects
to issue the outstanding VAT invoices.

 Failure to issue VAT invoices within the prescribed
timeframe may subject the Company to administrative requirements, including additional filings, payments, or monetary penalties imposed
by local tax authorities. As of December 31, 2024, the Company has not received any notices, penalties, or enforcement actions related
to this matter.

 Kuber Guangdong

 CNY
 FX Rate
 USD

 Amount (excluding tax)

 Amount (excluding tax)

 Uninvoice sales revenue at the beginning of 1/1/2022
 -

 -

 Add: 2023 sales revenue
 15,184,057
 7.07165
 2,147,173

 Less: Sales revenue invoiced in 2023
 999,800
 7.07165
 141,381

 12/31/2023 Uninvoice sales revenue
 14,184,257

 2,005,792

 Add: 2024 sales revenue
 27,509,154
 7.18572
 3,828,309

 Less: Sales revenue invoiced in 2024
 1,622,880
 7.18572
 225,848

 12/31/2024 Uninvoice sales revenue
 40,070,530

 5,608,252

 Add: Sales revenue from January to September 2025
 18,577,305
 7.21885
 2,573,444

 Less: Sales revenue invoiced from January to September 2025
 44,863,813
 7.21885
 6,214,814

 9/30/2025 Uninvoice sales revenue
 13,784,022

 1,966,882

 Accumulated sales revenue as of 12/31/2024
 42,693,210

 5,975,482

 Accumulated invoiced sales revenue as of 12/31/2024
 2,622,680

 367,229

 Accumulated Uninvoice sales revenue as of 12/31/2024
 40,070,530

 5,608,252

 Accumulated sales revenue as of 9/30/2025
 61,270,515

 8,548,926

 Accumulated invoiced sales revenue as of 9/30/2025
 47,486,493

 6,582,044

 Accumulated Uninvoice sales revenue as of 9/30/2025
 13,784,022

 1,966,882

 GongFaCai

 CNY
 FX Rate
 USD

 Amount (excluding tax)

 Amount (excluding tax)

 Uninvoice sales revenue at the beginning of 1/1/2022
 -

 -

 Add: 2023 sales revenue
 -
 7.07165
 -

 Less: Sales revenue invoiced in 2023
 -
 7.07165
 -

 12/31/2023 Uninvoiced sales revenue
 -

 -

 Add: 2024 sales revenue
 119,339,558
 7.18572
 16,607,878

 Less: Sales revenue invoiced in 2024
 75,185,307
 7.18572
 10,463,156

 12/31/2024 Uninvoiced sales revenue
 44,154,251

 6,144,722

 Add: Sales revenue from January to September 2025
 50,194,385
 7.21885
 6,953,238

 Less: Sales revenue invoiced from January to September 2025
 84,227,474
 7.21885
 11,667,714

 9/30/2025 Uninvoiced sales revenue
 10,121,162

 1,430,247

 Accumulated sales revenue as of 12/31/2024
 119,339,558

 16,607,878

 Accumulated invoiced sales revenue as of 12/31/2024
 75,185,307

 10,463,156

 Accumulated Uninvoice sales revenue as of 12/31/2024
 44,154,251

 6,144,722

 Accumulated sales revenue as of 9/30/2025
 169,533,943

 23,561,116

 Accumulated invoiced sales revenue as of 9/30/2025
 159,412,781

 22,130,869

 Accumulated Uninvoice sales revenue as of 9/30/2025
 10,121,162

 1,430,247

 Total

 CNY
 FX Rate
 USD

 Amount (excluding tax)

 Amount (excluding tax)

 Uninvoice sales revenue at the beginning of 1/1/2022
 -

 -

 Add: 2023 sales revenue
 15,184,057
 7.07165
 2,147,173

 Less: Sales revenue invoiced in 2023
 999,800
 7.07165
 141,381

 12/31/2023 Uninvoiced sales revenue
 14,184,257

 2,005,792

 Add: 2024 sales revenue
 146,848,712
 7.18572
 20,436,186

 Less: Sales revenue invoiced in 2024
 76,808,187
 7.18572
 10,689,004

 12/31/2024 Uninvoiced sales revenue
 84,224,781

 11,752,974

 Add: Sales revenue from January to September 2025
 68,771,690
 7.21885
 9,526,682

 Less: Sales revenue invoiced from January to September 2025
 129,091,287
 7.21885
 17,882,528

 9/30/2025 Uninvoiced sales revenue
 23,905,184

 3,397,128

 Accumulated sales revenue as of 12/31/2024
 162,032,768

 22,583,359

 Accumulated invoiced sales revenue as of 12/31/2024
 77,807,987

 10,830,385

 Accumulated Uninvoice sales revenue as of 12/31/2024
 84,224,781

 11,752,974

 Accumulated sales revenue as of 9/30/2025
 230,804,458

 32,110,041

 Accumulated invoiced sales revenue as of 9/30/2025
 206,899,274

 28,712,913

 Accumulated Uninvoice sales revenue as of 9/30/2025
 23,905,184

 3,397,128

 General

 3. We note your response to prior comment 3
does not address each of the comments in the Division of Corporation Finance's Sample Letter to China-Based Companies issued December
2021 and July 2023. Please confirm that your revised disclosure will address all of the applicable disclosures in each of the 15 comments
in the letter. In this regard, we understand that you do not have a VIE structure so those disclosures will not apply.

 Response:

 The Company confirms that its revised disclosures
will address all applicable disclosure topics identified in the Division of Corporation Finance's Sample Letter to China-Based Companies
issued in December 2021 and July 2023, including the topics covered in each of the 15 comments, to the extent applicable to the Company's
facts and circumstances. The Company understands that VIE-specific disclosures are not applicable because the Company does not conduct
its PRC operations through a VIE structure.

 The Company will include these disclosures
in the forepart and risk factors of its future filings including Form 10-K, as appropriate, and will provide a topic-by-topic cross-reference
 (Sample Letter topic to filing section/page) addressing all applicable topics as set forth in the Sample Letter, or in a supplemental
response, if requested by the Staff.

 Form 10-Q for the Quarterly Period Ended September
30, 2025

 Condensed Consolidated Financial Statements

 Note 11 – Acquisition of Business under
Common Control

 4. We note your response to prior comment 8.
As previously requested, please describe, in detail, the relationship between and ownership in the entities involved in the transaction
before and after the acquisition of Gongfa that supports the common control determination for accounting purposes. Refer to ASC 805-50-15-6.
Also, your disclosures and response indicate that the company is still evaluating the transaction and its accounting. As this transaction
was completed more than a year ago, please explain to us how you have not yet determined the appropriate accounting.

 Response:

 The Company acknowledges the Staff's
comment and hereby clarifies the relationship between and ownership in the entities involved in the transaction before and after the acquisition
of Gongfa that supports the common control determination for accounting purposes. The Company also proposes to further revise the Footnotes
in its future filings.

 Prior to the Acquisition, the Company and Gongfa
were under the common control of a shareholder group consisting of Mr. Raymond Fu and Mr. Li Jiyong (the "Control Group"). The
Control Group's authority to direct both entities is established as follows:

 · Control of the Company: The Control Group held 100% of the voting interest in Storming Dragon Limited,
which in turn held a 61% majority interest in the Company. Within Storming Dragon, Mr. Fu held 51% and Mr. Li held 49% (directly and indirectly,
respectively).

 · Control of Gongfa: The Control Group directed 100% of the voting interest in Gongfa. While Mr. Raymond
Fu held no direct equity interest in Gongfa, Mr. Li Jiyong held the 100% voting interest (19% directly, and 81% indirectly through his
majority control of Shenzhen Fengyong and Shenzhen Guangfeng, respectively).

 · Legal Basis for Common Control: Pursuant to an agreement made on September 19, 2023, Mr. Fu and Mr. Li
committed to act in concert and vote their respective interests in both Storming Dragon and Gongfa as a single block.

 By virtue of this agreement, the Control Group
held a "controlling financial interest" in both the transferor and transferee at the time of the transaction. This satisfies
the criteria for common control under ASC 805-50-15-6, as an agreement to vote in concert provides the necessary evidence of a shareholder
group acting as a single controller.

 The Company clarifies that the accounting treatment
for the acquisition was finalized at the time of the transaction closing. The inclusion of language in previous filings indicating that
the Company was 'still evaluating' the transaction was an ina

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 January 29, 2026

Raymond Fu
Chief Executive Officer
Kuber Resources Corp
1113, Lippo Centre Tower 2, 89 Queensway
Admiralty, Hong Kong

 Re: Kuber Resources Corp
 Form 10-K for the Fiscal Year Ended December 31, 2024
 Form 10-Q for the Quarterly Period Ended September 30, 2025
 File No. 000-26119
Dear Raymond Fu:

 We have reviewed your January 22, 2026 response to our comment letter
and have the
following comments.

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

 After reviewing your response to this letter, we may have additional
comments. Unless
we note otherwise, any references to prior comments are to comments in our
December 15, 2025
letter.

Form 10-K for the Fiscal Year Ended December 31, 2024
Consolidated Financial Statements
Note 2 - Summary of significant accounting policies
Segment Reporting, page F-11

1. We note the proposed disclosure provided in your response to prior
comment 1. Please
 further revise to discuss how the CODM uses the segment measure of
profitability in
 assessing segment performance and deciding how to allocate resources.
Refer to ASC
 280-10-50-29(f) and the example in ASC 280-10-55-54(c).
 January 29, 2026
Page 2
Note 14 - Concentrations, Risks, and Uncertainties
(c) Unissued VAT invoices, page F-18

2. We note your response to prior comment 2 indicates that Kuber Guangdong
was
 incorporated in October 2023 and you disclose that during the nine
months ended
 September 30, 2025, the Company issued VAT invoices for total sales of
approximately
 $28.8 million. Please reconcile this amount to the revenues reported in
your statement of
 income. In this regard, we note that total revenue for the two year
period ended
 December 31, 2024 plus the nine-months ended September 30, 2025 was only
 approximately $16.4 million.
General

3. We note your response to prior comment 3 does not address each of the
comments in the
 Division of Corporation Finance s Sample Letter to China-Based
Companies issued
 December 2021 and July 2023. Please confirm that your revised disclosure
will address
 all of the applicable disclosures in each of the 15 comments in the
letter. In this regard,
 we understand that you do not have a VIE structure so those disclosures
will not apply.
Form 10-Q for the Quarterly Period Ended September 30, 2025
Condensed Consolidated Financial Statements
Note 11 - Acquisition of Business under Common Control, page 21

4. We note your response to prior comment 8. As previously requested,
please describe, in
 detail, the relationship between and ownership in the entities involved
in the transaction
 before and after the acquisition of Gongfa that supports the common
control
 determination for accounting purposes. Refer to ASC 805-50-15-6. Also,
your
 disclosures and response indicate that the company is still evaluating
the transaction and
 its accounting. As this transaction was completed more than a year ago,
please explain to
 us how you have not yet determined the appropriate accounting.

 Please contact Chen Chen at 202-551-7351 or Christine Dietz at
202-551-3408 if you
have questions regarding comments on the financial statements and related
matters.

 Sincerely,

 Division of
Corporation Finance
 Office of
Technology
cc: Timothy Lam
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 Kuber Resources Corp.

 1113, Tower 2, Lippo Centre

 89 Queensway, Admiralty, Hong Kong

 January 22, 2026

 Securities and Exchange Commission

 Division of Corporation Finance,

 Office of Technology

 Attn: Chen Chen or Christine Dietz

 100 F Street N.E.

 Washington, D.C. 20549

 Re:
 Kuber Resources Corp.

 Form 10-K for the year ended December 31, 2024, and
 Form 10-Q for the Quarterly Period Ended September 30, 2025,
 File No. 000-26119

 Dear Ms. Chen or Ms. Dietz,

 Kuber Resources Corp., a Nevada corporation (the
"Company"), has received and reviewed your letter dated December 15, 2025 ("Staff's Letter"), pertaining
to the Company's Form 10-K for the fiscal year ended December 31, 2024 as filed with the Securities & Exchange Commission (the
"Commission") on April 15, 2025 (the "10-K") and Form 10-Q for the quarterly period ended September 30, 2025 filed
with the Commission on November 19, 2025 (the "10-Q").

 We understand from the Staff that the Company
should not file any amendments until the Staff has reviewed the Company's proposed revisions. Accordingly, this response letter
describes the changes the Company proposes to make to its disclosures in response to the Staff's comments.

 For clarity and consistency across the Company's
filings, we reiterate that on January 14, 2025, the Company, through Kuber Resources (Guangdong) Co., Ltd. ("Kuber Guangdong"),
completed the acquisition of Gongfa Materials (Guangdong) New Materials Technology Co., Limited ("Gongfa"), a PRC-based manufacturer
of engineered wood products. As a result of the transaction, Gongfa became a wholly owned subsidiary of Kuber Guangdong. Under the terms
of the Acquisition Agreement, Kuber Guangdong acquired 100% of the issued and outstanding equity interests of Gongfa in exchange for the
issuance of 24,994,381 shares of the Company's common stock, valued at approximately US$130 million based on an agreed price of
US$4.80 per share, representing approximately 20% of the Company's total outstanding shares as of December 31, 2024.

 For convenience of reference, each comment contained
in the Staff's Letter is reprinted below, numbered to correspond with the paragraph numbers assigned in the Staff's Letter,
and is followed by the corresponding response of the Company.

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

 Consolidated Financial Statements

 Note 2 - Summary of significant accounting policies

 Segment Reporting, page F-11

 1. Please revise to disclose the segment measure
of profitability used by the CODM and how the CODM uses such measure in allocating resources and assessing performance. Note that for
a single reportable segment entity we would generally expect that net income is the required measure. In addition, disclose the significant
expense categories that are regularly provided to the CODM and included in the reported segment profit or loss, and any other segment
items. Refer to ASC 280-10-50-22, 50-26A,50-26B and 50-29(f) (and the example in ASC 280-10-55-54(c)).

 Response.

 The Company proposes to revise Footnote 2 (Segment
Reporting) in future filings to include the following disclosure:

 Segment Reporting

 ASC 280, Segment Reporting, establishes
standards for reporting information about operating segments based on the manner in which management organizes the business and evaluates
financial performance. Operating segments are components of an enterprise for which discrete financial information is available and regularly
reviewed by the chief operating decision maker ("CODM") to allocate resources and assess performance.

 The Company has identified its Chief
Executive Officer as the CODM. The CODM reviews the Company's results only on a consolidated basis and uses net income as the segment
measure of profit or loss in evaluating performance and making decisions regarding the allocation of resources. As the Company operates
as a single reportable segment, net income represents the reported segment profit or loss.

 In addition to net income, the CODM
is regularly provided with consolidated revenue and the following significant expense categories, all of which are included in the determination
of net income: cost of revenue, research and development, sales and marketing, and general and administrative expenses. Other items included
in the segment measure that are reviewed by the CODM include depreciation and amortization, interest income and expense, and income tax
expense.

 The CODM does not receive or review
discrete financial information by product line, service offering, or geographic region, and such information is not used in assessing
performance or allocating resources. Accordingly, the Company has one operating segment, which is also its single reportable segment.

 Note 14 - Concentrations, Risks, and Uncertainties

 (c) Unissued VAT invoices, page F-18

 2. Please revise to disclose your accounting
policy for VAT and which financial statement line items are impacted by VAT. Also, you disclose that $3,452,729 of sales VAT invoices
were unissued as of December 31, 2024. Please revise to clarify whether this represents the amount of sales that were not invoiced or
the amount of sales for which VAT invoices were not issued. In this regard, it is unclear whether the VAT process impacts the amount of
revenue recognized on the Consolidated Statement of Income. Lastly, you disclose that the VAT rules are imposed by local authorities on
newly established companies. Please explain why you qualify as a newly established company.

 Response.
The Company proposes to revise Footnote 14(c) in future filings and add a VAT policy disclosure to Footnote 2 in future filings as follows:

 Unissued VAT Invoices

 Sales of the Company's products in
the People's Republic of China ("PRC") are subject to value-added tax ("VAT") at a rate of 6% of the gross sales price
or at a rate approved by local tax authorities. The Company accounts for VAT on a net basis, and amounts collected on behalf of tax authorities
are excluded from revenue. Output VAT may be offset by VAT paid on purchase of raw materials included in the cost of producing the finished
goods sold. VAT payable is recorded in accrued liabilities, and VAT recoverable on qualifying purchases is recorded in other current assets.

 Revenue is recognized upon the transfer
of control of goods to customers in accordance with ASC 606 and is not contingent upon the issuance of VAT invoices. Accordingly, the
VAT invoicing process does not impact the timing or amount of revenue recognized in the Consolidated Statements of Income.

 The Company's subsidiary "Kuber
Guangdong" was incorporated on October 17, 2023 and is therefore considered a newly established company under PRC tax regulations.
As a result, local tax authorities impose limitations on the amount of VAT invoices that may be issued during a specified period. Due
to these limitations, the Company was unable to issue VAT invoices for all sales during the year ended December 31, 2024.

 As of December 31, 2024, the Company
had issued VAT invoices for gross sales totaling $375,582. The remaining $3,452,729 represents gross sales amounts, excluding VAT, for
which VAT invoices had not yet been issued. The Company has submitted an application to the local tax authorities to increase its allowable
VAT invoice issuance limit and is awaiting approval. Upon approval, the Company expects to issue the outstanding VAT invoices.

 Failure to issue VAT invoices within
the prescribed timeframe may subject the Company to administrative requirements, including additional filings, payments, or monetary penalties
imposed by local tax authorities. As of December 31, 2024, the Company has not received any notices, penalties, or enforcement actions
related to this matter.

 Value-Added Tax

 Sales of the Company's products
in the PRC are subject to VAT at rates prescribed by PRC tax laws and regulations or as approved by local tax authorities. The Company
accounts for VAT on a net basis. Accordingly, amounts collected from customers on behalf of tax authorities are excluded from revenue.

 Input VAT incurred on the purchase
of raw materials and other qualifying goods and services used in the production of finished goods is recoverable and may be offset against
output VAT. VAT payable is recorded in accrued liabilities, while recoverable VAT is recorded in other current assets in the consolidated
balance sheets.

 General

 3. Please revise to provide the disclosures
in the Division of Corporation Finance's Sample Letter to China-Based Companies issued by the Staff in December 2021. To the extent
that the letter requests disclosure on the prospectus cover page or in the prospectus summary, please provide these disclosures in the
forepart of your Form 10-K.

 Response.
The Company proposes to add, in the forepart of future filings, tailored disclosures responsive to the Division of Corporation Finance's
Sample Letter to China-Based Companies (December 2021), including as applicable to the Company:

 1. A statement in the forepart disclosing clearly that the Company is not a Chinese or Hong Kong operating
company but a U.S. holding company incorporated in the State of Nevada as a holding company with no material operations of its own; and
that the Company conducts a substantial majority of its operations through its wholly owned operating entities established in the PRC
and in Hong Kong, and not through a VIE structure.

 We will include risks to our operations,
investors and shareholders, including, but not limited to the impact any necessary PRC permissions that our PRC based wholly owned subsidiaries
may need to operate their business.

 2. We will include a prominent disclosure about the legal and operational risks associated with having the
majority of the Company's operations in the PRC and Hong Kong, including the significant regulatory, liquidity, and enforcement
risks faced by our Company and our operating subsidiaries. We will disclose and discuss risks arising from the legal system in the PRC,
including risks and uncertainties regarding the enforcement of laws, and that rules and regulations in the PRC can change quickly with
little advance notice; and the risk that the Chinese government may intervene or influence our wholly owned subsidiaries operations at
any time, which could result in a material change in their operations and in the value of our securities.

 We will include the following risk factors
specifically:

 " All of the risk factors disclosed
below that apply to our Company because the majority of our operations are based in the PRC, also apply to our subsidiary operating in
Hong Kong. "

 " We conduct part of our business
through wholly owned subsidiaries based in mainland China and Hong Kong. Our operations in China are governed by PRC laws and regulations.
Our PRC subsidiaries are generally subject to laws and regulations applicable to foreign investment in China and, in particular, laws
applicable to wholly foreign-owned enterprises. The PRC government has significant oversight over the conduct of the business, and may
intervene or influence in the operations of our subsidiaries based in mainland China and Hong Kong at any time, which could result in
a material adverse change in their operations and/or the value of our shares ."

 " Uncertainties with respect
to the legal system in the PRC could adversely affect us and our Hong Kong based subsidiaries . Risks and uncertainties arising
from the PRC legal system, including risks and uncertainties regarding the enforcement of laws and the fact that rules and regulations
in the PRC can change quickly with no or little advance notice, could result in a material adverse change in the operations of our wholly
owned subsidiaries based in the PRC and Hong Kong and in the value of our shares .

 For example, China enacted its amended
Company Law, which came into effect on July 1, 2024. The new regulations have profound implications for companies incorporated in China,
such as the five-year capital contribution timeframe for shareholders of limited liability companies to make their capital contributions
in full. In response to these changes, we may need to devote significant efforts and resources to adapt and conform our PRC corporate
practices to the new regulatory framework. Moreover, because these laws, regulations, and standards are subject to interpretations, their
application in practice may evolve over time as new guidance becomes available. This evolution may result in continued uncertainty regarding
compliance matters and additional costs incurred by ongoing revisions to our disclosure and governance practices. If we fail to address
and comply with these regulations and any subsequent changes, we may be subject to penalties and our businesses in the PRC may be harmed ."

 3. We have disclosed in our Form 10-K for the Fiscal Year Ended December 31, 2024, page 14 under the Section
titled "Licenses, Permits and Government Regulations" the permissions or approvals that our subsidiaries operating in the
PRC and Hong Kong are required to obtain from Chinese authorities to conduct their businesses as currently being conducted. We will review
and asses if additional disclosures on requirements from the China Securities Regulatory Commission (CSRC), Cyberspace Administration
of China (CAC) or any other governmental agency are required. We will also include a disclosure about the implications to our investors
and shareholders of our PRC and Hong Kong based operating subsidiaries (i) not receiving or maintaining such permissions or approvals,
(ii) inadvertently concluding that such permissions or approvals are not required, or (iii) applicable laws, regulations, or interpretations
change which may require our operating subsidiaries in the PRC and Hong Kong to obtain such permissions or approvals in the future.

 4. We will add a description of our flow of funds or cash management policy, including a description of cash
transfers, dividends, and distributions made by the Company or any of our subsidiaries and any limitations on such transfers, dividends,
and distributions under the laws of the PRC and Hong Kong affecting transfers, dividends, and distributions paid by our wholly owned subsidiaries
to our Company, and related risk factors.

 We will include the
following risk factor following the description of our flow of funds or cash management policy.

 " Restrictions
on currency exchange may limit our ability to receive and use our revenues effectively.

 Because our revenues are denominated
in RMB, any restrictions on currency exchange may limit our ability to use RMB-denominated revenues to make dividend payments in U.S.
dollars. The principal PRC regulation governing foreign currency exchange is the Regulations on Administration of Foreign Exchange, as
amended. Under these regulations, RMB is freely convertible for trade- and service-related foreign exchange transactions, but not for
direct investment, loan or investment in securities outside China unless prior approval of the State Administration of Foreign Exchange
is obtained. Although the PRC regulations now allow greater convertibility of RMB for current account transactions, restrictions and limitations
remain. We cannot be certain that the PRC regulatory authorities will not impose more stringent restrictions on the convertibility of
RMB, especially with respect to foreign exchange transactions. The PRC government may also, at its discretion, restrict access in the
future to foreign currencies for current account transactions. If further restrictions prevent us from obtaining sufficient foreign currencies
to satisfy our foreign currency demands, we may not be able to pay dividends in foreign currencies to our shareholders. As a result, the
funds in our PRC subsidiaries may not be available to fund operations or for other uses outside of China due to i

CORRESP
 1
 filename1.htm

 Kuber Resources Corp.

 1113, Tower 2, Lippo Centre

 89 Queensway, Admiralty, Hong Kong

 VIA EDGAR CORRESP SUBMISSION

 January 20, 2026

 Securities and Exchange Commission

 Division of Corporation Finance,

 Office of Technology

 Attn: Chen Chen or Christine Dietz

 100 F Street N.E.

 Washington, D.C. 20549

 Re:
 Kuber Resources Corp.

 Form 10-K for the year ended December 31, 2024, and
 Form 10-Q for the Quarterly Period Ended September 30, 2025,
 File No. 000-26119

 Dear Ms. Chen,

 Kuber Resources Corp., a Nevada corporation (the
" Company "), acknowledges receipt of the staff's comment letter dated December 15, 2025 (the " Letter "),
pertaining to the Company's above-referenced filings.

 Your Letter requests the Company to amend its
filings and respond to the comments within ten business days or tell you when the Company expects to provide a response.

 The Company continues to work on the response
to the Letter, however, the Company will require additional time to consider and respond to the Staff's comments. Accordingly, on
behalf of the Company, we respectfully request an extension to respond to the Letter by January 23, 2026.

 A copy of this letter
and any related documents have also been filed via the EDGAR system. Thank you for your courtesies. Should you have any additional
questions, please do not hesitate to contact me.

 Sincerely,

 /s/ Raymond Fu

 Chief Executive Officer

 cc:
 Chen Chen, Securities and Exchange Commission

 Christine Dietz, Securities and Exchange Commission

 Jessica M. Lockett, Esq.

 Timothy Lam

CORRESP
 1
 filename1.htm

 Kuber Resources Corp.

 1113, Tower 2, Lippo Centre

 89 Queensway, Admiralty, Hong Kong

 VIA EDGAR CORRESP SUBMISSION

 January 8, 2026

 Securities and Exchange Commission

 Division of Corporation Finance,

 Office of Technology

 Attn: Chen Chen or Christine Dietz

 100 F Street N.E.

 Washington, D.C. 20549

 Re:
 Kuber Resources Corp.

 Form 10-K for the year ended December 31, 2024, and
 Form 10-Q for the Quarterly Period Ended September 30, 2025,
 File No. 000-26119

 Dear Ms. Chen,

 Kuber Resources Corp., a Nevada corporation (the
" Company "), acknowledges receipt of the staff's comment letter dated December 15, 2025 (the " Letter "),
pertaining to the Company's above-referenced filings.

 Your Letter requests the Company to amend its
filings and respond to the comments within ten business days or tell you when the Company expects to provide a response.

 On December 29, 2025, the Company filed an initial
request for additional time to respond to the Letter. The Company continues to work on the response to the Letter, however, the Company
will require additional time to consider and respond to the Staff's comments. Accordingly, on behalf of the Company, we respectfully
request an extension to respond to the Letter and amend the filings such that the Company would respond by January 19, 2026, or at the
open of Edgar the day thereafter due to the holiday.

 A copy of this letter
and any related documents have also been filed via the EDGAR system. Thank you for your courtesies. Should you have any additional
questions, please do not hesitate to contact me.

 Sincerely,

 /s/ Raymond Fu

 Chief Executive Officer

 cc:
 Chen Chen, Securities and Exchange Commission

 Christine Dietz, Securities and Exchange Commission

 Jessica M. Lockett, Esq.

 Timothy Lam

CORRESP
 1
 filename1.htm

 Kuber Resources Corp.

 1113, Tower 2, Lippo Centre

 89 Queensway, Admiralty, Hong Kong

 VIA EDGAR CORRESP SUBMISSION

 December 29, 2025

 Securities and Exchange Commission

 Division of Corporation Finance,

 Office of Technology

 Attn: Chen Chen or Christine Dietz

 100 F Street N.E.

 Washington, D.C. 20549

 Re:
 Kuber Resources Corp.

 Form 10-K for the year ended December 31, 2024, and
 Form 10-Q for the Quarterly Period Ended September 30, 2025,
 File No. 000-26119

 Dear Ms. Chen,

 Kuber Resources Corp., a Nevada corporation (the
" Company "), acknowledges receipt of the staff's comment letter dated December 15, 2025 (the " Letter "),
pertaining to the Company's above-referenced filings.

 Your Letter requests the Company to amend its
filings and respond to the comments within ten business days or tell you when the Company expects to provide a response.

 The Company is working to respond to the Letter,
however, the Company will require additional time to consider and respond to the Staff's comments. Accordingly, on behalf of the
Company, we respectfully request an extension to respond to the Letter and amend the filings such that the Company would respond by January
9, 2026.

 A copy of this letter
and any related documents have also been filed via the EDGAR system. Thank you for your courtesies. Should you have any additional
questions, please do not hesitate to contact me.

 Sincerely,

 /s/ Raymond Fu

 Chief Executive Officer

 cc:
 Chen Chen, Securities and Exchange Commission

 Christine Dietz, Securities and Exchange Commission

 Jessica M. Lockett, Esq.

 Timothy Lam

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 December 15, 2025

Raymond Fu
Chief Executive Officer
Kuber Resources Corp
1113, Lippo Centre Tower 2, 89 Queensway
Admiralty, Hong Kong

 Re: Kuber Resources Corp
 Form 10-K for the Fiscal Year Ended December 31, 2024
 Form 10-Q for the Quarterly Period Ended September 30, 2025
 File No. 000-26119
Dear Raymond Fu:

 We have limited our review of your filing to the financial statements
and related
disclosures and have the following comments.

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

 After reviewing your response to this letter, we may have additional
comments.

Form 10-K for the Fiscal Year Ended December 31, 2024
Consolidated Financial Statements
Note 2 - Summary of significant accounting policies
Segment Reporting, page F-11

1. Please revise to disclose the segment measure of profitability used by
the CODM and
 how the CODM uses such measure in allocating resources and assessing
performance.
 Note that for a single reportable segment entity we would generally
expect that net
 income is the required measure. In addition, disclose the significant
expense
 categories that are regularly provided to the CODM and included in the
reported
 segment profit or loss, and any other segment items. Refer to ASC
280-10-50-22, 50-
 26A,50-26B and 50-29(f) (and the example in ASC 280-10-55-54(c)).
 December 15, 2025
Page 2
Note 14 - Concentrations, Risks, and Uncertainties
(c) Unissued VAT invoices, page F-18

2. Please revise to disclose your accounting policy for VAT and which
financial
 statement line items are impacted by VAT. Also, you disclose that
$3,452,729 of sales
 VAT invoices were unissued as of December 31, 2024. Please revise to
clarify
 whether this represents the amount of sales that were not invoiced or
the amount of
 sales for which VAT invoices were not issued. In this regard, it is
unclear whether the
 VAT process impacts the amount of revenue recognized on the Consolidated
 Statement of Income. Lastly, you disclose that the VAT rules are imposed
by local
 authorities on newly established companies. Please explain why you
qualify as a
 newly established company.
General

3. Please revise to provide the disclosures in the Division of Corporation
Finance s
 Sample Letter to China-Based Companies issued by the Staff in December
2021. To
 the extent that the letter requests disclosure on the prospectus cover
page or in the
 prospectus summary, please provide these disclosures in the forepart of
your Form 10-
 K.
Form 10-Q for the Quarterly Period Ended September 30, 2025
Condensed Consolidated Financial Statements
Condensed Consolidated Balance Sheets, page 5

4. Please revise to disclose what the "Advances to suppliers" line item
represents.
Note 1 - Organization and Nature of Business, page 9

5. We note your disclosure on page 23 that the Gongfa Materials (Guangdong)
New
 Materials Technology Co., Limited ("Gongfa") transaction was structured
under a
 VIE framework, with common control established through the power and
economic
 interests of Mr. Li Jiyong. Revise to disclose the terms of the
contractual agreements
 that give the company power and economics over the VIE.
6. Disclose qualitative information about involvement with the VIE,
including the
 nature, purpose, size, and activities of the VIE. Also include a
description of the
 recognized and unrecognized revenue-producing assets that are held by
the VIE.
 These assets may include licenses, trademarks, other intellectual
property, facilities or
 assembled workforce. Refer to ASC 810-10-50-5A.d.
7. Disclose quantitative information for the VIE including revenue; net
income;
 operating, investing, and financing cash flows; and the carrying amount
and
 classification of the VIE s assets and liabilities, including
intercompany payables.
 Material related party transactions of the VIE should be presented
separately. Refer to
 paragraphs 5A.d., 2AA.d., and 3.bb of ASC 810-10-50.
 December 15, 2025
Page 3
Note 11 - Acquisition of Business under Common Control, page 21

8. You disclose that the acquisition of Gongfa was accounted for as a
business
 combination of entities under common control. Please describe, in
detail, the
 relationship between and ownership in the entities involved in the
transaction prior to
 and after the acquisition of Gongfa that supports the common control
determination
 for accounting purposes. Refer to ASC 805-50-15-6. In addition, you
disclose that
 "the transaction was structured under a VIE framework, with common
control
 established through the power and economic interests of Mr. Li Jiyong."
Please
 provide us with an analysis explaining which entities are VIEs and how
you
 concluded that the acquisition of the VIE met the criteria for a common
control
 transaction. Refer to the specific authoritative guidance you considered
in your
 accounting for these transactions.

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

 Please contact Chen Chen at 202-551-7351 or Christine Dietz at
202-551-3408 with
any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Technology
cc: Timothy Lam
</TEXT>
</DOCUMENT>

United States securities and exchange commission logo
April 7, 2021
Raymond Fu
Chief Executive Officer
Uonlive Corporation
1107, Lippo Centre Tower 1
89 Queensway
Admiralty, Hong Kong
Re:Uonlive Corporation
Registration Statement on Form 10-12G
Filed February 4, 2021
File No. 000-26119
Dear Mr. Fu:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Timothy Lam

United States securities and exchange commission logo
March 11, 2021
Raymond Fu
Chief Executive Officer
Uonlive Corporation
1107, Lippo Centre Tower 1
89 Queensway
Admiralty, Hong Kong
Re:Uonlive Corporation
Amendment No. 2 to
Registration Statement on Form 10-12G
Filed March 11, 2021
File No. 000-26119
Dear Mr. Fu:
            We have reviewed your amended registration statement and have the following comment.
            Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional comments.
Amendment No. 2 to Registration Statement on Form 10-12G
General
1.It appears that your filing does not comply with the requirements of the Exchange Act, the
rules and regulations under the Act and the requirements of the form. Specifically, your
financial statements do not meet the updating requirements of Rule 8-08 of Regulation
S-X.  As such, we will defer further review of your filing until you have provided the
necessary financial statements.

 FirstName LastNameRaymond Fu
 Comapany NameUonlive Corporation
 March 11, 2021 Page 2
 FirstName LastName
Raymond Fu
Uonlive Corporation
March 11, 2021
Page 2
            You may contact Joyce Sweeney, Staff Accountant, at (202) 551-3449 or Kathleen
Collins, Accounting Branch Chief, at (202) 551-3499 if you have questions regarding comments
on the financial statements and related matters. Please contact Michael C. Foland, Attorney-
Advisor, at (202) 551-6711 or Jan Woo, Legal Branch Chief, at (202) 551-3453 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Timothy Lam

United States securities and exchange commission logo
March 10, 2021
Raymond Fu
Chief Executive Officer
Uonlive Corporation
1107, Lippo Centre Tower 1
89 Queensway
Admiralty, Hong Kong
Re:Uonlive Corporation
Amendment No. 1 to
Registration Statement on Form 10-12G
Filed March 3, 2021
File No. 000-26119
Dear Mr. Fu:
            We have reviewed your amended registration statement and have the following
comment.  In our comment, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this comment, we may have additional comments.
Amendment No. 1 to Registration Statement on Form 10-12G
Exhibits
1.We note that your forum selection provision in your Amended and Restated By-Laws
identifies the Eight Judicial District Court of Clark County, Nevada as the exclusive
forum for certain litigation, including any “derivative action.”  Please disclose whether
this provision applies to actions arising under the Securities Act or Exchange Act.  In that
regard, we note that Section 27 of the Exchange Act creates exclusive federal jurisdiction
over all suits brought to enforce any duty or liability created by the Exchange Act or the
rules and regulations thereunder, and Section 22 of the Securities Act creates concurrent
jurisdiction for federal and state courts over all suits brought to enforce any duty or

 FirstName LastNameRaymond Fu
 Comapany NameUonlive Corporation
 March 10, 2021 Page 2
 FirstName LastName
Raymond Fu
Uonlive Corporation
March 10, 2021
Page 2
liability created by the Securities Act or the rules and regulations thereunder.  If the
provision applies to Securities Act claims, please also revise your disclosure to state that
there is uncertainty as to whether a court would enforce such provision and that
stockholders cannot waive compliance with the federal securities laws and the rules and
regulations thereunder.  In addition, please provide corresponding risk factor disclosure
regarding the impact of your exclusive forum provision on stockholders, including that
they may be subject to increased costs to bring a claim and that the provision could
discourage claims or limit their ability to bring a claim in a judicial forum that they find
favorable.  Further, if this provision does not apply to actions arising under the Securities
Act or Exchange Act, please tell us how you will inform stockholders in future filings that
the provision does not apply to any actions arising under the Securities Act or Exchange
Act.
            You may contact Joyce Sweeney, Staff Accountant, at (202) 551-3449 or Kathleen
Collins, Accounting Branch Chief, at (202) 551-3499 if you have questions regarding comments
on the financial statements and related matters.  Please contact Michael C. Foland, Attorney-
Advisor, at (202) 551-6711 or Jan Woo, Legal Branch Chief, at (202) 551-3453 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Timothy Lam

United States securities and exchange commission logo
March 1, 2021
Raymond Fu
Chief Executive Officer
Uonlive Corporation
1107, Lippo Centre Tower 1
89 Queensway
Admiralty, Hong Kong
Re:Uonlive Corporation
Registration Statement on Form 10-12G
Filed February 4, 2021
File No. 000-26119
Dear Mr. Fu:
            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.
Registration Statement on Form 10-12G
Risk Factors, page 6
1.Please add a risk factor that Raymond Fu, your Chief Executive Officer, has
significant control over all matters requiring stockholder approval given his share
ownership.  Specify the amount of total voting control held by Raymond Fu, including
holdings of Series B Preferred Shares through his interest in Chuang Fu Qu Kaui Lian
Technology.  In this regard, we note that holders of Series B Preferred Shares are entitled
to 1,000 votes per preferred share.

 FirstName LastNameRaymond Fu
 Comapany NameUonlive Corporation
 March 1, 2021 Page 2
 FirstName LastNameRaymond Fu
Uonlive Corporation
March 1, 2021
Page 2
Exhibits
2.Please file the bylaws of the company.  See Item 601(b)(3)(ii) of Regulation S-K.
General
3.You state that the company's current business objective is to seek a business combination
with an operating company and that you intend to use the company’s limited personnel
and financial resources in connection with such activities.  However, you also state that
you are transitioning into a business in the tea industry.  Please clarify the current
operations of the business and the company's intention regarding its future operations.  If
the company is currently operating a tea business, discuss the steps that the company has
undertaken to become a revenue generating business.  If you are not operating a business
and intend to seek a business combination, disclose that you are a blank check company.
In appropriate places throughout your filing, including but not limited to your risk factor
section, provide details regarding compliance with Rule 419 in connection with any
offering of your securities.  Further, include a risk factor regarding your shell company
status and discuss the prohibition on the use of Form S-8 by shell companies, enhanced
reporting requirements imposed on shell companies, and the conditions that must be
satisfied before restricted and control securities may be resold in reliance on Rule 144.
4.Please discuss the business of Asia Image Investment Limited.  Explain whether the
business of Asia Image in trade and consulting in Hong Kong is related to the tea
business.  Given that Raymond Fu was the sole shareholder of Asia Image and received
100,000 shares of the company, this is a related party transaction that should be disclosed
under Item 404 of Regulation S-K.
            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 Joyce Sweeney, Staff Accountant, at (202) 551-3449 or Kathleen
Collins, Accounting Branch Chief, at (202) 551-3499 if you have questions regarding comments
on the financial statements and related matters.  Please contact Michael C. Foland, Attorney-
Advisor, at (202) 551-6711 or Jan Woo, Legal Branch Chief, at (202) 551-3453 with any other
questions.

 FirstName LastNameRaymond Fu
 Comapany NameUonlive Corporation
 March 1, 2021 Page 3
 FirstName LastName
Raymond Fu
Uonlive Corporation
March 1, 2021
Page 3
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Timothy Lam

Mail Stop 4561         August 29, 2008  Mr. Cheung Chi Ho Chief Executive Officer Uonlive Corporation (f/k/a China World Trade Corporation) 5/F, Guangdong Finance Building 88 Connaught Road West Hong Kong
Re: China World Trade Corporation
 Form 10-KSB for Fiscal Year Ended December 31, 2007  File No. 000-26119

Dear Mr. Ho:

We have completed our review of your Fo rm 10-K and related filings and have no
further comments at this time on the specific issues raised.

Sincerely,

Christine Davis Assistant Chief Accountant

CORRESP
1
filename1.htm

    uonlcorresp.htm

    UONLIVE
CORPORATION

    5/F,
Guangdong Finance Building

    88
Connaught Road West

    Hong
Kong

    SAR of
the People’s Republic of China

    August
27, 2008

    U.S.
Securities and Exchange Commission

    Division
of Corporation Finance

    100 F
Street, N.E.

    Mail Stop
4561

    Washington,
D. C. 20549-7010

    ATTN:       Christine
Davis

    Assistant Chief Accountant

    Re:              China
World Trade Corporation

    Form
10-KSB/A for Fiscal Year Ended December 31, 2007

    Filed
August 5, 2008

    File No.
000-26119

    Ladies
and Gentlemen:

    Thank you
for your comment letter dated August 14, 2008 (the “Comment Letter”), with
respect to the above-captioned Form 10-KSB/A for fiscal year ended December 31,
2007.  Our amended Form 10-KSB/A of Uonlive Corporation (f/k/a China
World Trade Corporation), a Nevada corporation (the “Company”) incorporates our
responses to your comments, and this letter sets forth each of your comments
with our responses below.

    Form 10-KSB/A for Fiscal
Year Ended December 31, 2007

    Item 8A. Controls and
Procedures

              1.

              We
      note that in your amended Form 10-KSB your management has again concluded
      that disclosure controls and procedures were effective as of the end of
      the fiscal year.  Disclosure controls and procedures include,
      “controls and procedures of an issuer that are designed to ensure that
      information required to be disclosed by the issuer in the reports that it
      files or submits under the Act is recorded, processed, summarized and
      reported, within the time periods specified in the Commission’s rules and
      forms.”  Considering management’s failure to provide its report
      on internal control over financial reporting, it is unclear to us how you
      are able to continue to conclude that your disclosure controls and
      procedure are effective as of the end of the fiscal
      year.  Please further amend the Form 10-KSB to disclose
      management’s revised conclusion on the effectiveness of your disclosure
      controls and procedures as of the end of the fiscal year.  If
      you continue to believe that your disclosure controls and procedures are
      effective, please tell us the factors you considered and highlight for us
      those factors that supported your
conclusion.

              Response 1: In
      retrospect, our current management has concluded that our disclosure
      controls and procedures and internal control over financial reporting were
      not effective for the fiscal year ended December 31, 2007, as the Staff
      pointed out.  Therefore, we have revised Item 8A and Item 8AT to
      indicate that our disclosure controls and procedures and internal control
      over financial reporting were not effective as of December 31,
      2007.

              2.

              We
      note your statement that there have been no changes in your internal
      controls over financial reporting “known to [y]our chief executive officer
      and chief financial officer” during your last fiscal quarter that have
      materially affected, or is reasonably likely to materially affect, your
      internal control over financial reporting.  Item 308(c) of
      Regulation S-B requires a definitive conclusion by your management
      regarding changes in internal control over financial
      reporting.  Please confirm, if true, that there have been no
      changes in your internal control over financial reporting during your last
      fiscal quarter, and revise your disclosure to remove the phrase “known to
      our chief executive officer and chief financial
      officer.”  Similar concerns apply to your Form 10-Q for the
      fiscal quarter ended March 31, 2008 and June 30,
  2008.

              Response 2: We confirm
      that there have been no changes in our internal control over financial
      reporting during our last fiscal quarter for the year ended December 31,
      2007 and for the quarters ended March 31, 2008 and June 30,
      2008.  We have revised the disclosure in our Form 10-KSB/A2 to
      delete the phrase “known to our chief executive officer and chief
      financial officer” and will be sure that all future periodic filings
      contain a definitive conclusion by management regarding internal control
      over financial reporting, as required in Item 308(c) of Regulation
      S-B.

    We
acknowledge that:

              ·

              The
      company is responsible for the adequacy and accuracy of the disclosure in
      the filings;

              ·

              Staff
      comments or changes to disclosure in response to staff comments do not
      foreclose the Commission from taking any action with respect to the
      filings; 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.

    Please
let us know if you have any further questions.  We would appreciate if
you would advise us at your earliest convenience if any further changes may be
necessary to our filings.

    Sincerely,

    /s/
Cheung Chi Ho

    Cheung
Chi Ho

    Chief
Executive Officer

    cc:  Harold
H. Martin, Esq.

    Enclosures

        - 2
-

Mail Stop 4561
        August 14, 2008

Mr. Cheung Chi Ho
Chief Executive Officer
Uonlive Corporation
(f/k/a China World Trade Corporation)
5/F, Guangdong Finance Building
88 Connaught Road West
Hong Kong

Re: China World Trade Corporation
 Form 10-KSB/A for Fiscal Year Ended December 31, 2007
 Filed August 5, 2008
 File No. 000-26119

Dear Mr. Ho:

We have reviewed your response letter dated August 5, 2008 in connection with
the above-referenced filing and have the followi ng comments.  If indicated, we think you
should revise your document 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 deta iled as necessary in your explanation.  In our comments,
we may ask you to provide us with suppl emental information so we may better
understand your disclosure.  After reviewing th is information, we may raise additional
comments.

Form 10-KSB/A for Fiscal Year Ended December 31, 2007

Item 8A.  Controls a nd Procedures, page 52

1. We note that in your amended Form 10-KSB your management has again
concluded that disclosure c ontrols and procedures were effective as of the end of
the fiscal year.  Disclosure controls  and procedures include, “controls and
procedures of an issuer that are designe d to ensure that information required to
be disclosed by the issuer in the reports that it files or submits under the Act is
recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms.”  Considering management's failure to provide its report on internal control over financial report ing, it is unclear to us
how you are able to continue to conclude  that your disclosure controls and
procedure are effective as of the end of th e fiscal year.  Please further amend the
Form 10-KSB to disclose management's revised conclusion on the effectiveness

Mr. Chueng Chi Ho
Uonlive Corporation
(f/k/a China World Trade Corporation)
August 14, 2008 Page 2
of your disclosure controls and procedures as of the end of the fiscal year.  If
you continue to believe that your disc losure controls and procedures are
effective, please tell us the factors you considered and highlight for us those
factors that supporte d your conclusion.

2. We note your statement that there have been no changes in your internal controls over financial repor ting “known to [y]our chief executive officer and
chief financial officer” duri ng your last fiscal quarte r that have materially
affected, or is reasonably likely to materi ally affect, your internal control over
financial reporting. Item 308(c) of Regulation S-B requires a definitive
conclusion by your management regarding changes in internal control over financial reporting.  Please confirm, if true, that there have been no changes in
your internal control over financial repor ting during your last fiscal quarter, and
revise your disclosure to  remove the phrase “known to our chief executive
officer and chief financial officer.”  Si milar concerns apply to your Form 10-Q
for the fiscal quarter ended March 31, 2008 and June 30, 2008.

* * * * * * *

Please respond to these comments within  10 business days or tell us when you
will provide us with a response.  Please  submit all correspondence and supplemental
materials on EDGAR as required by Rule 101 of Regulation S-T.  If you amend your
filing(s), you may wish to provide us with marked copies of any amendment to expedite our review.  Please furnish a cover letter that keys your response to our comments and provides any requested information.  Detailed co ver letters greatly faci litate our review.
Please understand that we may have addi tional comments after reviewing any
amendment and your response to our comments.

You may contact Mark Sh annon, Staff Accountant, at  (202) 551-3299 or me at
(202) 551-3408 if you have any questions  regarding the above comments.

      S i n c e r e l y ,

      C h r i s t i n e  D a v i s
Assistant Chief Accountant

CORRESP
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    corr10ksba.htm

    CHINA
WORLD TRADE CORPORATION

    5/F,
Guangdong Finance Building

    88
Connaught Road West

    Hong
Kong

    SAR of
the People’s Republic of China

    July 29,
2008

    U.S.
Securities and Exchange Commission

    Division
of Corporation Finance

    100 F
Street, N.E.

    Mail Stop
4561

    Washington,
D. C. 20549-7010

    ATTN:       Christine
Davis

    Assistant Chief Accountant

    Re: China
World Trade Corporation

    Form
10-KSB for Fiscal Year Ended December 31, 2007

    File No. 000-26119

    Ladies
and Gentlemen:

    Thank you
for your comment letter dated July 21, 2008 (the “Comment Letter”), with respect
to the above-captioned Form 10-KSB for fiscal year ended December 31,
2007.  Our amended Form 10-KSB/A of China World Trade Corporation, a
Nevada corporation (the “Company”) incorporates our responses to your comments,
and this letter sets forth each of your comments with our responses
below.

    For your
information, we have filed our amended Form 10-KSB/A annual report for the
fiscal year ended December 31, 2007 on the EDGAR system, and have also provided
clean and marked copies to the Staff by overnight courier.

    Form 10-KSB for Fiscal Year
Ended December 31, 2007

    Item 8A. Controls and
Procedures

              1.

              It
      does not appear that your management has performed its assessment of
      internal control over financial reporting as of December 31,
      2007.  Since you were required to file or filed an annual report
      for the prior fiscal year, it appears that you are required to report on
      your management’s assessment of internal control over financial
      reporting.

    If your
management has not yet performed its assessment, we ask that you complete your
evaluation and amend your filing within 30 calendar days to provide the required
management’s report on internal control over financial reporting.

    In
performing your evaluation, you may find the following documents
helpful:

              ·

              the
      Commission’s release Amendments to Rules Regarding
      Management’s Report on Internal Control Over Financial Reporting
      (Securities Act Release 8809/Financial Reporting Release 76). You can find
      this release at: http://ww.sec.gov/rules/final/2007/33-8809.pdf;

              ·

              the
      Commission’s release Commission Guidance Regarding
      Management’s Report on Internal Control Over Financial Reporting Under
      Section 13(a) or 15(d) of the Securities Exchange Act of 1934
      (Securities Act Release 8810/Financial Reporting Release 77). You can find
      this release at: http://sec.gov/rules/interp/2007/33-8810.pdf;
      and

              ·

              the
      “Sarbanes-Oxley Section 404 – A Guide for Small Business” brochure at:
      (http://www.sec.gov/info/smallbus/404guide.shtml).

              Response 1: Management
      did perform its assessment and complete its report of internal control
      over financial reporting as of December 31, 2007. However, the disclosure
      required under Item 308(a) was inadvertently omitted from our Form 10-KSB
      for the fiscal year ended December 31, 2007, which was filed with the
      Commission on March 31, 2008. In Amendment No. 1 to our Form 10-KSB/A, we
      have added Item 8AT, which provides the necessary disclosure about
      management’s evaluation of internal control over financial
      reporting.

              2.

              Please
      consider whether management’s failure to perform or complete its report on
      internal control over financial reporting impacts its conclusions
      regarding the effectiveness of your disclosure controls and procedures as
      of December 31, 2007 and revise your disclosure as
      appropriate.

              Response 2: Since
      management did perform and complete its report on internal control over
      financial reporting, there was no impact on our conclusions regarding the
      effectiveness of our disclosure controls and procedures as of December 31,
      2007.

              3.

              We
      note your disclosure that your chief executive and chief financial
      officers concluded your disclosure controls and procedures were effective
      at a reasonable assurance level to ensure that “material information
      relating to the Company is made known to management, including the CEO and
      CFO, particularly during the period when [y]our periodic reports are being
      prepared…” This effectiveness conclusion is stated in terms that is more
      limited in scope than the definition of “disclosure controls and
      procedures” in Exchange Act Rule 13a-15(e).  The rule requires,
      among other matters, that the disclosure controls and procedures be
      designed “to ensure that information required to be disclosed by the
      issuer in the reports that it files or submits under the Act… is recorded,
      processed, summarized and reported, within the time periods specified in
      the Commission’s rules and forms” and to ensure that “information required
      to be disclosed by an issuer… is accumulated and communicated to the
      issuer’s management… as appropriate to allow timely decisions regarding
      required disclosure.”  Please revise your disclosure to indicate
      whether the effectiveness conclusions of the CEO and CFO were made with
      respect to the company’s disclosure controls and procedures as defined in
      Exchange Act Rule 13a-15(e).

              Response 3: We have
      revised our disclosure to comply with Exchange Act Rule 13a-15(e), as
      requested.

              4.

              You
      also disclose that “there has been no change in [y]our Internal Controls
      that occurred during [y]our most recent fiscal quarter or fiscal year that
      has materially affected, or is reasonably likely to affect, [y]our
      Internal Controls.”  Please revise to disclose whether or not
      there have been changes in your internal controls over financial
      reporting during your last fiscal quarter that has materially
      affected, or is reasonably likely to materially affect, your internal
      control over financial reporting.  See Item 308(c) of Regulation
      S-B.

              Response 4: Disclosure
      regarding changes in internal control over financial reporting during our
      last fiscal quarter is included in Item 8AT of our amended 10-KSB/A
      filing, in which we report that there have been no
  changes.

    Exhibit 31.1 and
31.2

              5.

              We
      note that you filed your Principal Executive Officer and Principal
      Financial Officer certifications under Item 601(b)(31) of Regulation
      S-B.  Such certifications should reflect the exact wording in
      Item 601(b)(31).  Please revise these certifications as
      follows:

              ·

              Remove
      the certifying individual’s title from the introductory sentence to the
      certification;

              ·

              Replace
      the phrase “annual report” with the word “report” in paragraphs 2 and 3;
      and

              ·

              Include
      the introductory language of paragraph 4 and the language of paragraph
      4(b) of Item 601(b)(31) of Regulation
S-B.

              Response 5: The
      requested changes to the certifications of our Principal Executive Officer
      and Principal Officer have been made so that Exhibits 31.1 and 31.2 now
      reflect the exact wording set forth in Item 601(b)31 of Regulation
      S-B.

    We
acknowledge that:

              ·

              The
      company is responsible for the adequacy and accuracy of the disclosure in
      the filings;

              ·

              Staff
      comments or changes to disclosure in response to staff comments do not
      foreclose the Commission from taking any action with respect to the
      filings; 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.

    Please
let us know if you have any further questions.  We would appreciate if
you would advise us at your earliest convenience if any further changes may be
necessary to our filings.

    Sincerely,

    /s/
Cheung Chi Ho

    Cheung
Chi Ho

    Chief
Executive Officer

    cc:  Harold
H. Martin, Esq.

    Enclosures

        - 2
-

Mail Stop 4561         July 21, 2008  Mr. Cheung Chi Ho Chief Executive Officer  China World Trade Corporation 5/F, Guangdong Finance Building 88 Connaught Road West Hong Kong
Re: China World Trade Corporation
 Form 10-KSB for Fiscal Year Ended December 31, 2007  File No. 000-26119

Dear Mr. Ho:

We have reviewed your filing and have the following comments.  We have
limited our review of your filing to the disclo sures pertaining to the evaluation of your
internal control over financial reporting.  Sp ecifically, we have reviewed your filing to
determine if you conducted the evaluation of  your internal cont rol over financial
reporting, as required by Exchange Act Ru les 13a-15 and 15d-15, and provided an
assessment and a conclusion as to the effectiv eness of your internal control over financial
reporting, as required by Item 308T(a) of Regul ation S-B.  Where indicated, we think you
should revise your document in response to these comments, however, if you disagree, we would be pleased to consider your explana tion as to why a revision is not necessary.
Please be as detailed as n ecessary in your explanation.
 Form 10-KSB for Fiscal Y ear Ended December 31, 2007

 Item 8A.  Controls a nd Procedures, page 48

1. It does not appear that your  management has performed its assessment of internal
control over financial reporting as of December 31, 2007.  Since you were required to file or filed an annual report for the prior fiscal year, it appears you are
required to report on your management’s assessment of intern al control over
financial reporting.

If your management has not yet performed its assessment, we ask that you complete your evaluation and amend your filing within 30 calendar days to provide the required management's repor t on internal control over financial
reporting.

Mr. Cheung Chi Ho
China World Trade Corporation
July 21, 2008 Page 2    In performing your evaluation, you may find the following documents helpful:
ƒ the Commission’s release Amendments to Rules Regarding Management’s
Report on Internal Control Over Financial Reporting  (Securities Act Release
8809/Financial Reporting Release 76).  You can find this release at:
http://www.sec.gov/rules/final/2007/33-8809.pdf ;

ƒ the Commission’s release Commission Guidance Regarding Management’s
Report on Internal Control Over Financ ial Reporting Under Section 13(a) or
15(d) of the Securities Exchange Act of 1934 (Securities Act Release
8010/Financial Reporting Release 77).  You can find this release at:
http://sec.gov/rules/interp/2007/33-8810.pdf ; and

ƒ the “Sarbanes-Oxley Section 404 – A Guid e for Small Business” brochure at:
(http://www.sec.gov/info/smallbus/404guide.shtml ).
 2. Please consider whether management’s failu re to perform or complete its report
on internal control over financial repor ting impacts its conclu sions regarding the
effectiveness of your disclosure controls  and procedures as of December 31, 2007
and revise your disclosure as appropriate.

3. We note your disclosure that your chie f executive and chief financial officers
concluded your disclosure c ontrols and procedures were  effective at a reasonable
assurance level to ensure that “material information relating to the Company is
made known to management, including the CEO and CFO, particularly during the period when [y]our periodic reports are being prepared...”  This effectiveness
conclusion is stated in terms that is mo re limited in scope than the definition of
“disclosure controls and procedures” in Exchange Act Rule 13a-15(e). The rule
requires, among other matters, that the di sclosure controls and procedures be
designed “to ensure that information require d to be disclosed by the issuer in the
reports that it files or submits under the Act . . . is recorded, processed, summarized and reported, within the time periods specified in the Commission's
rules and forms” and to ensure that “i nformation required to be disclosed by an
issuer . . . is accumulated and communicated  to the issuer's management . . . as
appropriate to allow timely decisions re garding required disclosure.”  Please
revise your disclosure to indicate whether the effec tiveness conclusions of the
CEO and CFO were made with respect to the company’s disclosure controls and
procedures as defined in Ex change Act Rule 13a-15(e).

Mr. Cheung Chi Ho
China World Trade Corporation
July 21, 2008 Page 3  4. You also disclose that “there has been no change in [y]our Internal Controls that
occurred during [y]our most recent fiscal qua rter or fiscal year that has materially
affected, or is reasonably likely to affect, [y]our Internal Controls.”  Please revise
to disclose whether or not there have been changes in your internal controls over
financial reporting  during your last fiscal quarter th at has materiall affected, or is
reasonably likely to materially affect , your internal control over financial
reporting.  See Item 308(c) of Regulation S-B.
Exhibit 31.1 and 31.2

5. We note that you filed your Principal Ex ecutive Officer and Principal Financial
Officer certifications under Item 601(b)(31) of Regulation S-B.  Such certifications should reflect the exact word ing in Item 601(b)(31) .  Please revise
these certifications as follows:
• Remove the certifying individual’s title  from the introductory sentence to
the certification;
• Replace the phrase “annual report” with the word “report” in paragraphs 2
and 3; and
• Include the introductory language of paragraph 4 and the language of
paragraph 4(b) of Item 601( b)(31) of Regulation S-B.

* * * * * * *
   Please note that the failure to perfor m management’s assessment adversely affects
the company’s and its shareholders ability to avail themselves of rules and forms that are
predicated on the current or timely filing of Exchange Act reports.  For further information regarding these impacts, please see Compliance and Disclosure Interpretation
115.02, which you can find at http://www.sec.gov/divisions /corpfin/guidance/regs-
kinterp.htm .
   Please understand that the purpose of our review 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.
  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 Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

Mr. Cheung Chi Ho
China World Trade Corporation July 21, 2008 Page 4   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  and accuracy of the disclosure in the
filing;
‚ staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with 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.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

You may contact Mark Sh annon, Staff Accountant, at  (202) 551-3299 or me at
(202) 551-3408 if you have questions regarding these comments.
         S i n c e r e l y ,

         C h r i s t i n e  D a v i s          Assistant Chief Accountant

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE
Mail Stop 4561
June 28, 2007

William Tsang, Chairman
China World Trade Corporation
3rd Floor, Goldlion Digital Network Center
138 Tiyu Road East, Tianhe
Guangzhou, The People’s Republic of China

Re: China World Trade Corporation
  Preliminary Proxy Statement on Schedule 14A
Filed June 19, 2007
  File No. 0-26119

Dear Mr. Tsang:

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.

General

1. Please provide a separate vote for ea ch separate matter on the proxy card
pursuant to Rule 14a-4(b)(1) of the proxy rules, which states that the proxy
shall afford investors the opportunity to specify a choice between approval,
disapproval of, or abstention with respect  to each separate matter intended to
be acted upon.

2. Please revise the proxy statement to disclose the reasons for seeking
shareholder approval of the company’s annual report on Form 10-KSB.  Also,

Morton Fleischer, Chie f Executive Officer
China World Trade Corporation
June 28, 2007
Page 2
please explain the effects to the compa ny, if any, if the annual report is not
approved by its shareholders.

* * * * *

As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provid e us with a response.  You may wish to
provide us with marked copies of the amendm ent to expedite our review.  Please furnish
a cover letter with your amendment that keys your responses to our comments and
provides any requested information.  Detailed co ver letters greatly faci litate our review.
Please understand that we may have addi tional comments after reviewing your
amendment and responses to our comments.

  We urge all persons who are responsi ble for the accuracy an d adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for 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  and accuracy of the disclosure in the
filing;

‚ staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

‚ the company may not assert staff comme nts 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 advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

You may contact Uyen Tran at (202) 551-5315 with any questions.

     S i n c e r e l y ,

     K a r e n  J .  G a r n e t t
Assistant Director

CORRESP
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      CWTD CORRESP 04/18/2006

    SECURITIES
      AND EXCHANGE COMMISSION

    Washington,
      D.C. 20549

    To
      Whom
      It May Concern:

    We
      are
      writing in response to an inquiry requesting a description of our audit of
      the
      financial statements of China World Trade Corporation.

    We
      have a
      number of clients located throughout Asia. In performing the audits of our
      Asian
      clients, we use no other audit firm to assist in the audit. When a client uses
      the services of another audit firm, as many do, we treat the work of such a
      firm
      as if it were an internal audit group of the client. We place no more reliance
      on such work than we would on the work of any company’s internal audit group.
      Our review of such auditors’ work is part of our assessment of internal controls
      used in planning and performing our audit. Our staff auditors go on site
      personally to perform the audit fieldwork. Our audit team consists of full-time
      employees from Utah, contract employees from Hong Kong, and a Mandarin speaking
      audit manager whom we regularly contract from another PCAOB registered firm
      located in Utah. In addition to the audit staff on-site, the engagement partner
      visits and tours the facilities of each new client, meets with management,
      and
      reviews the on-site audit work being performed. Typically, the majority of
      required audit procedures are performed at the client’s facilities in Asia, and
      then most of the required upper level reviews are performed in the U.S. before
      completion of the audit.

    The
      audit
      of China World Trade Corporation as of and for the year ended December 31,
      2005,
      was conducted slightly differently than we usually conduct our audits of clients
      in Asia. Due to the nature and timing of the audit, we felt it was necessary
      to
      enhance the quality of the audit by using more experienced auditors, who are
      located in Utah, to perform most of the audit work. Whereas we typically prefer
      to have our audit staff perform nearly all the fieldwork at the client’s
      facilities, we did a fair amount of the fieldwork in our Salt Lake City office.
      Our staff performed necessary on-site inspections and management inquiries
      at
      the client’s facilities, but client personnel flew to Salt Lake City with
      schedules and supporting documents we requested so that we could complete the
      audit in our office. We were comfortable issuing our audit opinion based on
      the
      on-site inspections and inquiries performed in combination with the level of
      audit personnel performing the audit with the assistance of client personnel
      at
      our offices.

    Please
      contact me at your convenience if there are further questions.

    Very
      best
      regards,

    /s/
      Marty D. Van Wagoner, CPA

    Marty
      D. Van Wagoner, CPA

    Child,
      Van Wagoner & Bradshaw, PLLC

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Mail Stop 4561

      March 13, 2006

VIA U.S. MAIL AND FAX (011 852 2333 8844)

Mr. Bernard Chan
Chief Financial Officer
China World Trade Corporation
The Metropolis Tower, Suite 1217
10 Metropolis Dr.
Hunghom, Hong Kong

      Re:	China World Trade Corporation
      Item 4.01 Form 8-K
      Filed February 21, 2006
      File No. 000-26119

Dear Mr. Chan:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document 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 necessary in your
explanation.
After reviewing this information, we may raise additional
comments.

      	Please understand that the purpose of our review 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 on any other
aspect
of our review.  Feel free to call us at the telephone number
listed
at the end of this letter.

Form 8-K filed February 21, 2006

1. With respect to your disclosure regarding disagreements between
you and your former auditors, please revise Item 4 of Form 8-K to
cover the interim period from the date of the last audited
financial
statements to February 16, 2006 the date of resignation of Moores
Rowland Mazars.  See Item 304(a)(1)(IV) of Regulation S-B.
Include a
letter from the former accountants addressing the revised
disclosures
in the amendment.
2. We note that the audit firm Zhong Yi has not yet completed the
credentialing process and therefore is not yet recognized by the
staff of the SEC.  We understand  that Zhong Yi is currently going
through the credentialing process with the Office of the Chief
Accountant, but until such time as this process is complete and
Zhong
Yi is considered qualified to practice before the Commission, we
may
be unable to accept the audit reports from this firm.  Therefore,
you
should consider whether you wish to engage this firm prior to the
firm completing the credentialing process.  We note that foreign
auditors that wish to practice before the SEC are expected to
demonstrate their knowledge and experience in applying U.S. GAAP,
PCAOB Standards, SEC financial reporting rules and SEC
requirements
prior to inclusion of their audit reports in SEC filings.  The
demonstration of an auditor`s knowledge and experience in advance
of
filing generally applies to all financial statements presented in
SEC
filings, including financial statements provided pursuant to Rule
3-
09 of Regulation S-X. Please note that registration with the PCAOB
does not supersede existing means by which a firm demonstrates its
knowledge and experience in applying US GAAP, PCAOB Standards, SEC
financial reporting rules and SEC independence requirements.  You
may
refer to the International Reporting and Disclosure Issues Outline
available on our website at the following location for additional
information:
http://www.sec.gov/divisions/corpfin/internatl/cfirdissues1104.htm
#P3
13_42976.

      As appropriate, please amend your filing and respond to
these
comments within five business days or tell us when you will
respond.
File an amendment under cover of Form 8-K/A and include the ITEM
4.01
designation, including the letter from the former accountant filed
as
an Exhibit 16.  Please note that your former accountants should
make
it clear within the Exhibit 16 letter that it is in reference to
your
amended Form 8-K.  Please understand that we may have additional
comments after reviewing your amendment and response 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 information required under the Securities
Exchange Act of 1934 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.

	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 and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
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.

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

      Any questions regarding the above should be directed to me
at
(202) 551-3466.

								Sincerely,

								Matthew Maulbeck
								Staff Accountant

??

??

??

??

China World Trade Corporation
March 13, 2006

Page 1

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