SecProbe.io

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 KULR Technology Group, Inc.

 555 Forge River Road, Suite 100

 Webster, Texas 77598

 (408) 663-5247

 June 3, 2025

 VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street N.E.

 Washington, D.C. 20549

 Re:
 KULR Technology Group, Inc.

 Registration Statement on Form S-3, as amended

 File No. 333-287576

 Ladies and Gentlemen:

 Pursuant to Rule 461 promulgated under the Securities
Act of 1933, as amended, the undersigned respectfully requests that the effective date for the Registration Statement referred to above
be accelerated so that it will be declared effective at 5:00 p.m., Eastern Time on Thursday, June 5, 2025, or as soon thereafter as practicable.

 Please contact Jay K. Yamamoto, Esq. of Sichenzia
Ross Ference Carmel LLP at (646) 810-0604, as soon as the Registration Statement has been declared effective, or if you have any other
questions or concerns regarding this matter.

 Very truly yours,

 KULR TECHNOLOGY GROUP, INC.

 By:
 /s/ Michael Mo

 Michael Mo

 Chief Executive Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 June 3, 2025

Michael Mo
Chief Executive Officer
KULR Technology Group, Inc.
555 Forge River Road, Suite 100
Webster, TX 77598

 Re: KULR Technology Group, Inc.
 Registration Statement on Form S-3
 Filed on May 27, 2025
 File No. 333-287576
Dear Michael Mo:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Sarah Sidwell at 202-551-4733 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
</TEXT>
</DOCUMENT>

CORRESP
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KULR Technology Group, Inc.

555 Forge River Road, Suite 100

Webster, Texas 77598

(408) 663-5247

December 20, 2024

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street N.E.

Washington, D.C. 20549

    Re:
    KULR Technology Group, Inc.

    Registration Statement on Form S-3, as amended

    File No. 333-280694

Ladies and Gentlemen:

Reference is made to our letter, filed as correspondence
via EDGAR on December 20, 2024, in which we requested the acceleration of the effective date of the above-referenced Registration Statement
for Tuesday, December 24, 2024, at 4:30 p.m. Eastern Time, in accordance with Rule 461 under the Securities Act of 1933, as amended (“Securities
Act”). We are no longer requesting that such a Registration Statement be declared effective at such time and we hereby formally
withdraw our request for acceleration of the effective date for December 24, 2024, and hereby submit this amended request.

Pursuant to Rule 461 promulgated under the Securities
Act, the undersigned respectfully requests that the effective date for the Registration Statement referred to above be accelerated so
that it will be declared effective at 5:00 p.m., Eastern Time on Thursday, December 26, 2024, or as soon thereafter as practicable.

Please contact Jay K. Yamamoto, Esq. of Sichenzia
Ross Ference Carmel LLP at (646) 810-0604, as soon as the Registration Statement has been declared effective, or if you have any other
questions or concerns regarding this matter.

    Very truly yours,

    KULR TECHNOLOGY GROUP, INC.

    By:
    /s/ Michael Mo

    Michael Mo

    Chief Executive Officer

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KULR Technology Group, Inc.

555 Forge River Road, Suite 100

Webster, Texas 77598

(408) 663-5247

December 20, 2024

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street N.E.

Washington, D.C. 20549

    Re:
    KULR Technology Group, Inc.

    Registration Statement on Form S-3, as amended

    File No. 333-280694

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities
Act of 1933, as amended, the undersigned respectfully requests that the effective date for the Registration Statement referred to above
be accelerated so that it will be declared effective at 4:30 p.m., Eastern Time on Tuesday, December 24, 2024, or as soon thereafter as
practicable.

Please contact Jay K. Yamamoto, Esq. of Sichenzia
Ross Ference Carmel LLP at (646) 810-0604, as soon as the Registration Statement has been declared effective, or if you have any other
questions or concerns regarding this matter.

Very truly yours,

KULR TECHNOLOGY GROUP, INC.

By:
/s/ Michael Mo

Michael Mo

Chief Executive Officer

July 10, 2024
Michael Mo
Chief Executive Officer
KULR Technology Group, Inc.
4863 Shawline Street
San Diego, California 92111
Re:KULR Technology Group, Inc.
Registration Statement on Form S-3
Filed on July 3, 2024
File No. 333-280694
Dear Michael Mo:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you that
the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Sarah Sidwell at 202-551-4733 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:Jay Yamamoto

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July 12, 2021

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

100 F Street NE

Washington, D.C. 20549

Attention: Mindy Hooker

    Re:
    KULR Technology Group, Inc.

    Registration Statement on Form S-3

    File No. 333-257697

    Filed on July 6, 2021

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and
Regulations under the Securities Act of 1933, as amended (the “Act”), KULR Technology Group, Inc. (the “Registrant”)
hereby requests that the United States Securities and Exchange Commission (the “Commission”) take appropriate action to accelerate
the effective date of the above-referenced registration statement (the “Registration Statement”) so as to become effective
on Tuesday, July 13, 2021, at 5:00 p.m. Eastern Time, or as soon thereafter as practicable. Once the Registration Statement has been declared
effective, please confirm orally that event with our counsel, Sichenzia Ross Ference LLP., by calling Jay K. Yamamoto, Esq. at 646-810-0604.

    Very truly yours,

    /s/ Michael Mo

    Michael Mo

    Chief Executive Officer

United States securities and exchange commission logo
July 9, 2021
Michael Mo
Chief Executive Officer
KULR Technology Group, Inc.
1999 S. Bascom Ave. Suite 700
Campbell, CA 95008
Re:KULR Technology Group, Inc.
Form S-3
Filed July 6, 2021
File No. 333-257697
Dear Mr. Mo:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Mindy Hooker at 202-551-3732 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

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KULR
Technology Group, Inc.

1999 S. BASCOM AVE.

SUITE 700

CAMPBELL CA 95008

July 29, 2019

VIA EDGAR

United States Securities

and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Re: KULR Technology Group, Inc.

Registration Statement on Form S-3

File No. 333-232614

Ladies and Gentlemen:

Pursuant to Rule 461
of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), KULR Technology Group,
Inc. (the “Company”) respectfully requests that the effective date of the registration statement referred to above
be accelerated so that it will become effective at 4:00 p.m., Eastern Time, on August 1, 2019, or as soon thereafter as possible.
The Company acknowledges that: 1) should the Commission or the staff, acting pursuant to delegated authority, declare the filing
effective, it does not foreclose the Commission from taking any action with respect to the filing; 2) the action of the Commission
or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its
full responsibility for the adequacy and accuracy of the disclosure in the filing; and 3) the Company may not assert the declaration
of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of
the United States.

    KULR TECHNOLOGY GROUP, INC.

    By:
    /s/ Michael Mo

    Name: Michael Mo

    Title:  Chief Executive Officer

July 26, 2019
Michael Mo
Chief Executive Officer
KULR Technology Group, Inc.
1999 S. Bascom Ave., Suite 700
Campbell, California 95008
Re:KULR Technology Group, Inc.
Registration Statement on Form S-3
File No. 333-232614
Filed July 11, 2019
Dear Mr. Mo:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Thomas Jones at 202-551-3602 with any questions.
Sincerely,
Division of Corporation Finance
Office of Electronics and Machinery
cc:       Jay Yamamoto, Esq.

Mail Stop 3030
March 5, 2018

Via E -mail
George Henschke
Interim Chief Financial Officer
KT High -Tech Marketing, Inc.
14440 Big Basin Way #12
Saratoga, CA  95070

Re: KT High -Tech Marketing, Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2016
Filed March 30, 2017
File No. 000 -55564

Dear Mr. Henschke :

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

Sincerely,

 /s/ Kevin J. Kuhar

Kevin J. Kuhar
Accounting Branch Chief
Office of Electronics and Machinery

CORRESP
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KT HIGH-TECH MARKETING, INC.

14440 Big Basin Way, #12

Saratoga, CA 95070

January 23, 2018

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

    Attention:
    Kevin J. Kuhar, Lynn Dicker and Tara Harkin

    Re:
    KT High-Tech Marketing, Inc.

    Form 10-K for the Fiscal Year Ended December 31, 2016

    Filed March 30, 2017

    Form 10-Q for the Quarterly Period Ended September 30, 2017

    Filed November 17, 2017

    File No. 000-55564

Ladies and Gentlemen:

Please find below responses
to certain questions raised by the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
in its letter of comments dated December 21, 2017 (the “Comment Letter”) the above-captioned filings of by KT
High-Tech Marketing, Inc. (the “Company”) referenced above.

The Company’s
responses are numbered to correspond to the Staff’s comments. For your convenience, each of the Staff’s comments contained
in the Comment Letter has been restated below in its entirety, with the Company’s response set forth immediately beneath
the respective comment.

Form 10-K for the Fiscal Year Ended December 31, 2016

Item 9A. Controls and Procedures

Management's Annual Report on Internal Control over Financial
Reporting, page 18

1. Please amend the filing to describe the material weaknesses identified
in your internal controls over financial reporting as of December 31, 2016, as required by Item 308(a)(3) of Regulation S-K. Clearly
explain to us management’s conclusion that these material weaknesses did not also impact your disclosure controls and procedures
at December 31, 2016.

Response:

The
Company intends to amend the “Item 9A. Controls and Procedures” section of its Form 10-K for the Fiscal Year Ended
December 31, 2016 by amending and replacing the language with the proposed amended language set forth on Exhibit A hereto.

2. In the requested amendment, revise management’s report to identify the version of the Committee
of Sponsoring Organizations of the Treadway Commission (COSO) Internal Control - Integrated Framework that was used to perform
your assessment, i.e., the 1992 Framework or the Updated Framework issued in 2013. Please refer to Item 308(a)(2) of Regulation
S-K.

Response:

The Company intends to amend the
“Item 9A. Controls and Procedures” section of its Form 10-K for the Fiscal Year Ended December 31, 2016 by amending
and replacing the language with the proposed amended language set forth on Exhibit A hereto in order to identify that 2013
Framework in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission was used to evaluated the effectiveness of its internal control over financial reporting.

Form 10-Q for the Quarterly Period Ended
September 30, 2017

Item 4. Controls and Procedures, page
15

3. Management’s conclusion that your disclosure controls and procedures were effective “due
to the inadequate recordation of certain transactions and communication of those transactions to those integral to [your] disclosure
procedures” appears to be incongruous, as the items noted appear to be deficiencies or weaknesses. Further, we note that
your management concluded that your disclosure controls and procedures were not effective at March 31, 2017 because of the same
issues. Please amend the filing to correct the disclosure, or explain to us how management was able to conclude that your disclosure
controls and procedures were effective as of September, 30, 2017 in light of the issues identified. This comment also applies to
your June 30, 2017 Form 10-Q. Refer to the guidance in Item 307 of Regulation S-K and Exchange Act Rule 13(a)-15(e).

Response:

The Company intends to amend the “Item 4. Controls
and Procedures” section of its Form 10-Q for the Quarterly Periods Ended September 30, 2017, June 30, 2017 and March 31,
2017 by amending certain language that was included in the respective sections of these filings due to inadvertent drafting errors
and replacing such language with the proposed amended language set forth on Exhibit A hereto.

Please do not hesitate to contact the undersigned
at (858) 243-9814 or the Company’s counsel, Jay Yamamoto, at (646) 810-0604, if you have any questions or comments.

    Very Truly Yours,

    /s/ George Henschke

    George Henschke

    Chief Financial Officer

    cc:
    Jay Yamamoto, Esq.

Exhibit A

Proposed Changes
Form 10-K for the Period Ended December 31, 2016

Item 9A. Controls and Procedures.

Disclosure Controls and Procedures

Our
management, with the participation of our principal executive officer (who is also the principal financial officer), carried
out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the
period covered by this report, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange
Act. Based on this evaluation, our principal executive officer concluded that, as of the end of the period covered in this
report, our disclosure controls and procedures were not effective to provide reasonable assurance that the information required
to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported
within the time periods specified in SEC rules and forms, and is accumulated and communicated to our management, including our
principal executive officer, as appropriate, to allow timely decisions regarding required disclosure.

Internal Control over Financial Reporting

Management’s Annual Report on
Internal Control over Financial Reporting

Our management is responsible
for establishing and maintaining adequate internal control over our financial reporting as defined in Rules 13a-15(f) and 15d-15(f)
under the Securities Exchange Act. Our management is also required to assess and report on the effectiveness of our internal control
over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act of 2002 (“Section 404”). Internal
control over financial reporting is a process to provide reasonable assurance regarding the reliability of our financial reporting
for external purposes in accordance with generally accepted accounting principles. Internal control over financial reporting includes
policies and procedures that: (i) pertain to maintaining records that in reasonable detail accurately and fairly reflect our transactions;
(ii) provide reasonable assurance that transactions are recorded as necessary for preparation of our financial statements and that
receipts and expenditures of company assets are made in accordance with management authorization; and (iii) provide reasonable
assurance that unauthorized acquisition, use or disposition of company assets that could have a material effect on our financial
statements would be prevented or detected on a timely basis.

Because of its inherent
limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or
that the degree of compliance with the policies and procedures may deteriorate.

Management conducted
an evaluation of the effectiveness of our internal control over financial reporting based on the 2013 framework in Internal
Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based
on this evaluation, management concluded that our internal control over financial reporting was not effective as of December 31,
2016 and that material weaknesses in our internal control over financial reporting existed, as more fully described below.

A material weakness
is a deficiency, or a combination of deficiencies, within the meaning of Public Company Accounting Oversight Board (“PCAOB”)
Auditing Standard AS 2201, in internal control over financial reporting, such that there is a reasonable possibility that a material
misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. Management has
identified the following material weaknesses which have caused management to conclude that as of December 31, 2016 our internal
controls over financial reporting were not effective at the reasonable assurance level:

 1. We do not have sufficient resources in our accounting function, which restricts the Company’s
ability to gather, analyze and properly review information related to financial reporting in a timely manner. In addition, due
to our size and nature, segregation of all conflicting duties may not always be possible and may not be economically feasible.
To the extent possible, the initiation of transactions, the custody of assets and the recording of transactions should be performed
by separate individuals in order to achieve proper segregation of duties.

 2. We do not have personnel with sufficient experience with United States generally accepted accounting
principles and SEC reporting to address and record certain transactions.

We have taken steps
to remediate the second weakness described above, including by engaging a financial reporting advisor with expertise in SEC reporting
and accounting for complex transactions. We intend to continue to address these weaknesses as resources permit. We will continue
to monitor the effectiveness of our internal control over financial reporting in the areas affected by the material weaknesses
discussed above.

Notwithstanding the
assessment that our internal control over financial reporting was not effective and that there are material weaknesses, as identified
herein, we believe that our consolidated financial statements contained in this Annual Report fairly present our financial position,
results of operations and cash flows, for the years covered thereby, in all material respects.

Changes in Internal Control Over Financial
Reporting

We regularly review
our system of internal control over financial reporting and make changes to our processes and systems to improve controls and increase
efficiency. Changes may include such activities as implementing new, more efficient systems, consolidating activities, and migrating
processes.

There have been no
changes in our internal control over financial reporting during the last fiscal quarter of 2016 that have materially affected,
or are reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations of the Effectiveness
of Controls

Management does not
expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all
error and fraud. A control system, no matter how well designed and operated, is based upon certain assumptions and can provide
only reasonable, not absolute, assurance that its objectives will be met. Further, no evaluation of controls can provide absolute
assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within
the Company have been detected.

No Attestation Report of Registered
Public Accounting Firm

This Annual Report
does not contain an attestation report of our independent registered public accounting firm related to internal control over financial
reporting because the rules for smaller reporting companies provide an exemption from the attestation requirement.

Proposed Changes
Form 10-Q for the Period Ended March 31, 2017

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and
Procedures

Our
management, with the participation of our principal executive officer (who is also the principal financial officer), carried
out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the
period covered by this report, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange
Act. Based on this evaluation, our principal executive officer concluded that, as of the end of the period covered in this
report, our disclosure controls and procedures were not effective to provide reasonable assurance that the information required
to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported
within the time periods specified in SEC rules and forms, and is accumulated and communicated to our management, including our
principal executive officer, as appropriate, to allow timely decisions regarding required disclosure.

Material Weaknesses

Management concluded
that our internal control over financial reporting was not effective as of December 31, 2016 and that material weaknesses in our
internal control over financial reporting existed, as more fully described below.

A material weakness
is a deficiency, or a combination of deficiencies, within the meaning of Public Company Accounting Oversight Board (“PCAOB”)
Auditing Standard AS 2201, in internal control over financial reporting, such that there is a reasonable possibility that a material
misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. Management has
identified the following material weaknesses which have caused management to conclude that as of December 31, 2016 our internal
controls over financial reporting were not effective at the reasonable assurance level:

 1. We do not have sufficient resources in our accounting function, which restricts the Company’s
ability to gather, analyze and properly review information related to financial reporting in a timely manner. In addition, due
to our size and nature, segregation of all conflicting duties may not always be possible and may not be economically feasible.
To the extent possible, the initiation of transactions, the custody of assets and the recording of transactions should be performed
by separate individuals in order to achieve proper segregation of duties.

 2. We do not have personnel with sufficient experience with United States generally accepted accounting
principles and SEC reporting to address and record certain transactions.

We have taken steps
to remediate the second weakness described above, including by engaging a financial reporting advisor with expertise in SEC reporting
and accounting for complex transactions. We intend to continue to address these weaknesses as resources permit. We will continue
to monitor the effectiveness of our internal control over financial reporting in the areas affected by the material weaknesses
discussed above.

Notwithstanding the
assessment that our internal control over financial reporting was not effective and that there are material weaknesses, as identified
herein, we believe that our consolidated financial statements contained in this Annual Report fairly present our financial position,
results of operations and cash flows, for the years covered thereby, in all material respects.

Changes in Internal Control over Financial
Reporting

There have been no
changes in our internal control over financial reporting that occurred during the period covered by this report that have materially
affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Proposed Changes
Form 10-Q for the Period Ended June 30, 2017

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and
Procedures

Our
management, with the participation of our principal executive officer (who is also the principal financial officer), carried
out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the
period covered by this report, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange
Act. Based on this evaluation, our principal executive officer concluded that,

Mail Stop 3030
December 21, 2017

Via E -mail
George Henschke
Interim Chief Financial Officer
KT High -Tech Marketing, Inc.
14440 Big Basin Way #12
Saratoga, CA  95070

Re: KT High -Tech Marketing, Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2016
Filed March 3 0, 2017
Form 10 -Q for the Quarterly Period Ended September 30, 2017
Filed November 17, 2017
File No . 000-55564

Dear Mr. Henschke :

We have limited our review  of your filing  to the financial statements and related
disclosures 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 these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After review ing your response to these  comments, we may have  additional comments.

Form 10 -K for the Fiscal Year Ended December 31, 2016

Item 9A. Controls and Procedures

Management's Annual Report on Internal Control over Financial Reporting, page 18

1. Please amend  the filing to describe the material weaknesses identified in your internal
controls over financial reporting as of December 31, 2016, as require d by Item 308(a) (3)
of Regulation S -K.  Clearly explain to us management’s conclusion that these material
weakn esses did not also impact your disclosure controls and procedures at December 31,
2016.

George Henschke
KT High -Tech Marketing, Inc.
December 21 , 2017
Page 2

 2. In the requested amendment, revise management’s report to identify the version of the
Committee of Sponsoring Organizations of the Treadway Commission (COSO) Internal
Control - Integrated Framework that was used to perform your assessment, i.e., the 1992
Framework or the Updated Framework issued in 2013 .  Please refer to Item 308(a)(2) of
Regulation S -K.

Form 10 -Q for the Quarterly Period Ended September 30, 2017

Item 4.  Control s and Procedures, page 15

3. Management’s  conclu sion that  your disclosure controls and procedures were effective
“due to the inadequate recordation of certain transactions and communication of those
transactions to those integral to [your] disclosure procedures ” appears to be incongruous,
as the items noted appear to be deficiencies or weaknesses. Further,  we note that your
management concluded that your disclosure controls and procedures were not effective  at
March 31, 2017 because of the same issues.   Please amend the filing to correct the
disclosure, or explain to us how management was able to conclude that your disclosure
controls and procedures were effective as of September, 30, 2017 in light of the issues
identified.  This comment also app lies to your June 30, 2017 Form 10 -Q.  Refer to the
guidance in Item 307 of Regulation S -K and Exchange Act Rule 13(a) -15(e).

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

You may contact Tara Harkins  at (202) 551 -3639 or Lynn D icker , Senior Accountant , at
(202) 551 -3616 with any questions.   You may also reach  me at (202) 551 -3662.

Sincerely,

 /s/ Lynn Dicker for

Kevin J. Kuhar
Accounting Branch Chief
       Office of Electronics and Machinery

Mail Stop 4631

December 28 , 2016

Via E -Mail
Mr. Michael Mo
President and Chief Executive Officer
KT High -Tech Marketing, Inc.
14440 Big Basin Way #12
Saratoga, CA   95070

Re: KT High -Tech Marketing, Inc.
  Item 4.02 Form 8 -K
Filed November 23, 2016
File No. 0 -55564

Dear Mr. Mo:

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 the ir disclosure s, notwithstanding
any review, comments, action or absence  of action  by the staff .

Sincerely,

/s/ John Cash

John Cash
Accounting Branch Chief
Office of Manufacturing and
Construction

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KT
High-Tech Marketing, Inc.

December 12, 2016

Via EDGAR

United States Securities and Exchange Commission

100 F Street, N.E. Mailstop 3561

Washington D.C., 20549-7010

Attention: John Cash

    Re:
    KT High-Tech Marketing, Inc.

    Item 4.02 Form 8-K

    Filed November 23, 2016

    Item 4.02/A Form 8-K

    Filed December 2, 2016

    File No. 0-55564

Dear Mr. Cash:

I write on behalf of KT High-Tech Marketing,
Inc., (the “Company”) in response to the Staff’s letter of December 8, 2016, regarding the above-referenced Current
Report on Form 8-K, filed November 23, 2016 and amended December 2, 2016 (the “Comment Letter”).

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

1.        Please
revise the File Number on the cover of your Form 8-K.

In response to
this Comment, the Company has revised the file number on the cover of the Form 8-K to reflect 000-55564.

2.       Please
further revise to provide a brief summary of the facts underlying the independent accountant’s conclusion. Refer to Item
4.02(b)(3) of the Form 8-K.

The Independent
Accountant reached its conclusion solely on the basis that it had not yet reviewed the Company’s quarterly financial statements
when they were filed in the Quarterly Report on Form 10-Q. The Current Report has been clarified to state in part as follows:

“The Independent Accountant made
this determination because the financial statements contained in the quarterly report had not, at the time such report was filed,
been reviewed by the Independent Accountant.”

3.       Please
tell us whether you intend to file restated financial statements. If so, tell us how and when you intend to do so. We may have
further comment after you file the restated financial statements.

The Independent Accountant’s
review of the Company’s quarterly financial statements has been completed and the Company has filed an amended 10-Q. The
Current Report has been updated to state in part as follows:

United States Securities and Exchange Commission

Attn: John Cash

December 12, 2016

Page | 2

“The Independent Accountant’s review
of our financial statements has now been completed. On December 12, 2016, we filed an amended Quarterly Report on Form 10-Q/A which
discloses restated financial statements for the three and nine months ended September 30, 2016 which have been reviewed by our
Independent Accountant.”

Sincerely,

KT High-Tech Marketing, Inc.

By: /s/ Michael Mo

Michael Mo, Chief Executive Officer

Mail Stop 4631
December 8 , 2016

Via E -mail
Mr. Michael Mo
President and Chief Executive  Officer
KT High -Tech Marketing, Inc.
14440 Big Basin Way #12
Saratoga, CA  95070

Re: KT High -Tech Marketing, Inc.
  Item 4.02 Form 8 -K
Filed November 23 , 2016
Item 4.02/A Form 8 -K
Filed December 2, 2016
File No. 0 -55564

Dear Mr. Mo :

We have reviewed your filing s and have the following comments.  In our comments, w e
may ask you to provide us with information so we may better understand your disclosure.

Please r espond to this let ter within five  business days by providing the requested
information, or advise us as soon as possible w hen you will respond.  If you do not believe our
comments apply to your facts and circumstances, please  tell us why in your response.

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

1. Please revise the File Number on the  cover of your Form 8 -K.

2. Please further revise to provide a brief summary of the facts underlying the independent
accountant’s conclusion.  Refer to Item 4.02(b)(3) of the Form 8 -K.

3. Please tell us whether you intend to file restated financial statements.   If so, tell us  how
and when you intend to do so.  We may have further comment after you file the  restated
financial statements.

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

Mr. Michael Mo
KT High -Tech Marketing, Inc.
December 8, 2016
Page 2

You may contact Jenn Do at (202) 551-3743  or me a t (202) 551 -3768 with any questions .

Sincerely,

 /s/ John Cash

John Cash
Branch Chief
Office of Manufacturing and
Construction

CORRESP
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KT High-Tech Marketing Inc.

14440 Big Basin Way, #12

Saratoga, California 95070

(408) 663-5247

September 30, 2016

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Attn: Asia Timmons-Pierce, Staff Attorney

Washington, D.C. 20549

 RE: KT High-Tech Marketing Inc.

Registration
Statement on Form S-1

File
No. 333-212272

Dear Ms. Timmons-Pierce:

KT High-Tech Marketing
Inc. (the “Company”) hereby requests acceleration of the effectiveness
of its Registration Statement on Form S-1 (File No. 333-212272).
The Company requests the qualification to be effective as of 5:00 p.m. Eastern time on Wednesday, October 5, 2016.

Accompanying this letter
is a letter of even date from the Company acknowledging certain matters regarding the role of the Securities and Exchange Commission
in declaring this Registration Statement effective.

Sincerely,

K-T HIGH-TECH MARKETING
INC.

/s/ Michael Mo

Michael Mo

President

CORRESP
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Cassidy & Associates

Attorneys at Law

9454 Wilshire Boulevard

Suite 612

Beverly Hills, California 90212

Email: CassidyLaw@aol.com

Telephone:
949/673-4510	Fax: 949/673-4525

September 30, 2016

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Attn: Asia Timmons-Pierce, Staff Attorney

Washington, D.C. 20549

 RE: KT High-Tech Marketing Inc.

Registration
Statement on Form S-1

File
No. 333-212272

Dear Ms. Timmons-Pierce:

Please
find attached herewith a request for acceleration and supporting statement from KT High-Tech Marketing Inc. (the “Company”)
with respect to the Registration Statement on Form S-1. The Company is
requesting that the Registration Statement be declared effective on Wednesday, October 5, 2016 at 5:00 p.m. Eastern time.

Please promptly advise
us if there are any issues or concerns regarding the effectiveness of the Registration Statement on Form S-1. If there are any
other questions, please let us know the same at your earliest opportunity by contacting Lee Cassidy, Esq. at (949) 673-4510 or
the undersigned at (310) 709-4338. We look forward to the Registration Statement being declared effective, and thank you for your
professional courtesy and assistance in this matter.

Sincerely,

/s/ Anthony A. Patel

Anthony A. Patel, Esq.

Cassidy & Associates

CORRESP
1
filename1.htm

KT High-Tech Marketing Inc.

14440 Big Basin Way, #12

Saratoga, California 95070

(408) 663-5247

September 30, 2016

Securities and Exchange Commission

Division of Corporation Finance

Washington, D.C. 20549

 RE: KT High-Tech Marketing Inc.

Registration
Statement on Form S-1

File
No. 333-212272

To the Securities and Exchange Commission:

KT High-Tech Marketing
Inc. (the “Company”) has filed with the Securities and Exchange
Commission (the “Commission”) its Registration Statement on Form S-1 (File No. 333-212272).
The Company requests the qualification to be effective as of 5:00 p.m. Eastern time on Wednesday, October 5, 2016 at 5:00 p.m.
Eastern time.

In regard to the Registration
Statement, the Company and its management acknowledge that:

Should the Commission
or its staff, acting pursuant to its delegated authority, declare the Registration Statement effective, it does not foreclose the
Commission from taking any action with respect to the filing;

The action of the Commission
or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Company
from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and

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

Sincerely,

K-T HIGH-TECH MARKETING
INC.

/s/ Michael Mo

Michael Mo

President

CORRESP
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Cassidy & Associates

Attorneys at Law

9454 Wilshire Boulevard

Suite 612

Beverly Hills, California 90212

Email: CassidyLaw@aol.com

    Telephone: 949/673-4510
    Fax: 949/673-4525

September 13, 2016

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE, Mail Stop 4631

Attn: Asia Timmons-Pierce, Staff Attorney

Washington, D.C. 20549

    RE:
    KT High-Tech Marketing Inc.

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

    Filed August 30, 2016

    File No. 333-212272

Dear Ms. Timmons-Pierce:

Please find attached
for filing with the Securities and Exchange Commission (the “Commission”) the amendments to the S-1 (last filed August
30, 2016) for KT High-Tech Marketing Inc. (the “Company”).

The following responses
address the comments of the reviewing staff (the “Staff”) of the Commission as set forth in the comment letter dated
September 9, 2016 (the “Comment Letter”) in response to the filing of the Form S-1 in August 2016. The comments and
our responses below are sequentially numbered (based on the numbering sequence and text of the comments issued per the Comment
Letter) and the answers herein refer to each of the comments by number and by citing if the response (if applicable) thereto results
in revisions being made to the instant Form S-1.

Description of Securities, page 14

Common Stock, page 14

1. Please revise to
make clear the amount of shares of common stock being offered by the company and the amount of shares of common stock being offered
by the selling security holders.

Response: The Company
has made applicable revisions in this section of the Form S-1/A to address this comment.

Selling Shareholders, page 26

2. We note your response
to comment four of our letter dated July 14, 2016. Please revise this section to disclose any position, office, or other material
relationship that any selling security-holder has had within the past three years with you or any of your predecessors or affiliates.
Refer to Item 507 of Regulation S-K.

Response: The Company
believes that the only security-holders who had such forms of material relationship(s) with the Company are James Cassidy and James
McKillop. With respect to Mr. Cassidy and also Mr. McKillop, the Company has revised the applicable disclosure within this section
of the Form S-1 to note this information.

3. It does not appear
that Mr. Michael Mo is selling any shares in this offering. Please remove him from the selling shareholders table.

Response: In accordance
with this comment, Mr. Mo has now been removed from the table of selling shareholders listed in the Form S-1/A.

Exhibits, page 57

Exhibit 5.1, page 57

4. We note your response
to comment 8 of our letter dated July 14, 2016. We also note that your opinion references 11,600,000 shares of common stock and
your registration statement is only registering 3,000,000 shares offered by the company and 800,000 shares offered by the selling
security holders. Please provide an opinion that addresses the legality of the shares of common stock offered by the company and
the selling security holders.

Response: The opinion
has been updated to reflect figures in the registration statement regarding the shares that are offered for sale pursuant to the
registration statement on Form S-1.

In summary of the foregoing
responses to your comments, we trust that the responses above as a whole and the revised Form S-1 filed herewith address the recent
comments in the Comment Letter. As such, it appears that we have responded satisfactorily to the comments issued by the Commission
regarding the Form S-1. Hence, we hope that we will be in a position to request for acceleration of the Form S-1 in the near future
once the Staff has completed its review of the instant amendment to the Form S-1 and these accompanying comment responses.

If you have any questions
or concerns, please do not hesitate to contact Lee W. Cassidy at (949) 673-4510 or the undersigned at (310) 709-4338. In addition,
we request in the future that electronic copies of any comment letters or other correspondence from the Commission sent to the
Company also be copied to counsel via lwcassidy@aol.com and tony@tonypatel.com

    Sincerely,

    /s/ Anthony A. Patel

    Anthony A. Patel, Esq.

    Cassidy & Associates

      2

Mail Stop 4631
September 9, 2016

Via E -mail
Michael Mo
Chief Executive Officer
KT High -Tech Marketing Inc.
14440 Big Basin Way, #12
Saratoga, California 95070

Re: KT High -Tech Marketing Inc.
  Amendment No. 1 to Registration Statement on Form  S-1
Filed  August 30, 2016
  File No.  333-212272

Dear Mr. Mo :

We have reviewed your amended registration statement  and have the following
comments .  In some of our comments, we may ask you  to provide us with information so we
may better understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our comments apply to your facts and
circums tances 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.   Unle ss we note
otherwise , our references to prior comments are to comments in our July 14, 2016  letter .

Description of Securities, page 14

Common Stock, page 14

1. Please revise to make clear the amount of shares of common stock being offered by the
company and the amount of shares of common stock being offered by the selling security
holders.

Selling Shareholders, page 26

2. We note your response to co mment four of  our letter dated July 14, 2016.  Please revise this
section to disclose  any position, office, or other material relationship that any selling security

Michael Mo
KT High -Tech Marketing Inc.
September 9, 2016
Page 2

 holder has had within the past three years with you or any of your predecessors or affiliates.
Refer to Item 507 of Regulation S -K.

3. It does not appear that Mr. Michael Mo is selling any shares in this offering.  Please remove
him from the selling shareholders table.

Exhibits, page 57

Exhibit 5.1, page 57

4. We note your response to comment 8 of our letter dated July 14, 2016.  We also note that
your opinion references 11,600,000 shares of common stock and your registration statement
is only registering 3,000,000 shares offered by the company and 800,000 share s offered by
the selling security holders.  Please provide an opinion that addresses the legality of the
shares of common stock offered by the company and the selling security holders.

Please contact Asia Timmons -Pierce, Staff Attorney, at (202) 551 -3754 or me at (202)
551-3397 with any questions.

Sincerely,

 /s/ Jay Ingram

Jay Ingram
Legal Branch Chief
Office of Manufacturing and
Construction

CORRESP
1
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Cassidy & Associates

Attorneys at Law

9454 Wilshire Boulevard

Suite 612

Beverly Hills, California 90212

Email: CassidyLaw@aol.com

    Telephone: 949/673-4510
    Fax: 949/673-4525

August 25, 2016

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Attn: Asia Timmons-Pierce, Staff Attorney

Washington, D.C. 20549

 RE: KT High-Tech Marketing Inc.

  Registration Statement on Form S-1

  Filed June 28, 2016

  File No. 333-212272

Dear Ms. Timmons-Pierce:

Please find attached
for filing with the Securities and Exchange Commission (the “Commission”) the amendments to the S-1 (filed June 28,
2016) for KT High-Tech Marketing Inc. (the “Company”).

The following responses
address the comments of the reviewing staff (the “Staff”) of the Commission as set forth in the comment letter dated
July 14, 2016 (the “Comment Letter”) in response to the filing of the Form S-1 in June 2016. The comments and our responses
below are sequentially numbered (based on the numbering sequence and text of the comments issued per the Comment Letter) and the
answers herein refer to each of the comments by number and by citing if the response (if applicable) thereto results in revisions
being made to the Form S-1.

General

1. Please note that
security holders who receive securities from a shell company are considered underwriters in connection with any resale of those
securities. Please revise your disclosure to indicate that the selling security holders will offer and sell their shares for a
fixed price for the duration of the offering, disclose the price at which the selling security holders will offer their shares,
and identify the resellers as underwriters. With respect to the primary offering, notwithstanding the disclosure that indicates
that the company will offer the shares at $1.00 until the company’s stock is listed on a national securities exchange or
quoted on the OTCBB and thereafter at prevailing market prices, the company is not permitted to conduct an at the market primary
offering under Rule 415(a)(1)(x). Please revise your disclosure throughout the prospectus to remove any and all indications that
the company will offer and sell its share at market prices.

Response: The Company
has revised the disclosure throughout the Form S-1 to indicate that the Company and the selling shareholders will offer and sell
shares, respectively, at a fixed price of $1.00 for the duration of the offering.

2. Please describe
how the selling security holders acquired the securities they may offer and sell pursuant to the registration statement, including
the dates of the transactions and the consideration paid by the selling security holders.

Response: The Company
has provided this additional information within the last portion of Item 15 within Part II of the Form S-1/A being filed herewith.

3. Please identify
by name the natural person(s) who exercise voting or investment control or both with respect to the shares held by any of the selling
security holders that are not natural persons. For guidance, please refer to Question 140.02 of the Regulation S-K Compliance and
Disclosure Interpretations.

Response: The Company
has amended the disclosure in the S-1 and now provided this information by adding notations in the list of selling shareholders
which refer to the natural person(s) who exercise control with respect to the shares held by selling shareholders that are not
natural persons.

4. Please disclose
any position, office, or other material relationship that any selling security holder has had within the past three years with
you or any of your predecessors or affiliates. Refer to Item 507 of Regulation S-K.

Response: The Company
has now added this requested disclosure in the section of the registration statement that is entitled “CERTAIN RELATIONSHIPS
AND RELATED TRANSACTIONS” within the Form S-1.

5. Given the amount
and nature of your current assets and operations, it appears that you may be a shell company. Please note that the definition of
a shell company as set forth in Rule 405 of Regulation C under the Securities Act of 1933 does not turn on whether the company
is actively pursuing a business plan. Please revise disclosure throughout the registration statement to state that you are currently
a shell company, or otherwise provide us with a detailed legal analysis explaining why you would not qualify as such.

Response: The Company
has revised the disclosure throughout the Form S-1 to indicate that the Company is currently a shell company.

Other expenses of
issuance and Distribution, page 44

6. Please fill in all
blanks in this section when you file your next amendment.

Response: The Company
has updated this section of Part II in the registration statement.

      2

Recent Sales of
Unregistered Securities, page 44

7. We note your disclosure
that 3,800,000 shares of your common stock were issued pursuant to a Regulation D offering. It does not appear that you have filed
a Form D. Please advise.

Response: The Company
indicates that it has filed a Form D with the Commission in July 2016.

Exhibits, page 44

8. Please provide an
opinion that addresses the legality of the shares of common stock offered by the company and the selling security holders.

Response: The opinion
is being duly submitted as Exhibit 5.1 with the accompanying Form S-1/A filing.

Please also note that in addition to the foregoing revisions being made to the Form S-1, the Company has also decided to revise
the total number of shares being registered pursuant to the registration statement to be 3.8 million. The Company has also
updated in the Form S-1/A its financial statements through June 30, 2016. Conforming changes are made throughout the Form
S-1, where applicable, to reflect this update.

In summary of the foregoing
responses to your comments, we trust that the responses above as a whole and the revised Form S-1 filed herewith address the recent
comments in the Comment Letter. As such, it appears that we have responded satisfactorily to the comments issued by the Commission
regarding the Form S-1. Hence, we hope that we will be in a position to request for acceleration of the Form S-1 in the near future
once the Staff has completed its review of the instant amendment to the Form S-1 and these accompanying comment responses.

If you have any questions
or concerns, please do not hesitate to contact Lee W. Cassidy at (949) 673-4510 or the undersigned at (310) 709-4338. In addition,
we would request in the future that electronic copies of any comment letters or other correspondence from the Commission sent to
the Company also be simultaneously copied to both lwcassidy@aol.com and tony@tonypatel.com.

    Sincerely,

    /s/ Anthony A. Patel

    Anthony A. Patel, Esq.

    Cassidy & Associates

      3

Mail Stop 4631
July 14, 2016

Via E -mail
Michael Mo
Chief Executive Officer
KT High -Tech Marketing Inc.
14440 Big Basin Way, #12
Saratoga, California 95070

Re: KT High -Tech Marketing Inc.
  Registration Statement on Form  S-1
Filed  June 28, 2016
  File No.  333-212272

Dear Mr. Mo :

We have limited our review of your registration statement to those issues we have
addressed in our comments.  In  some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our com ments 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, w e may have  additional comments.

General

1. Please note that security holders who receive s ecurities from a shell  company are considered
underwriters in connection with any resale of those s ecurities .  Please revise your disclosure
to indicate that the selling security holders will offer and sell their shares for a fixed price for
the duration of the offering, disclose the price at which the selling security holders will offer
their shares, and identify the resellers as underwriters.  With respect to the primary offering,
notwithstanding the disclosure that indicates that the company will offer the shares at $1.00
until the company’s stock is listed on a national securities exchange or quoted on the OTCBB
and thereafter at prevai ling market prices, the company is not permitted to conduct an at the
market primary offering under Rule 415(a)(1)(x).  Please revise your disclosure throughout
the prospectus to remove a ny and all indications that the company will offer and sell its share
at ma rket prices.

Michael Mo
KT High -Tech Marketing Inc.
July 14, 2016
Page 2

 2. Please describe how the selling security holders acquired the securities they may offer and
sell pursuant to the registration statement, including the dates of the transactions and the
consideration paid by the selling security holders.

3. Please identify by name the natural person(s) who exercise voting or investment control or
both with respect to the shares held by any of the selling security holders that are not natural
persons.   For guidance, please refer to Question 140.02 of the Regulation S -K Compliance
and Disclosure Interpretations.

4. Please disclose any position, office, or other material relationship that any selling security
holder has had within the past three years with you or any of your predecessors or affiliates.
Refer to Item 507 of Regulation S -K.

5. Given the amount and nature of your current assets and operations, it appears that you may
be a shell company.  Please note that the definition of a shell company as set forth in Rule
405 of Regulation C under the Securities Act of 1933  does not turn on whether the company
is actively pursuing a business plan.  Please revise disclosure throughout the registration
statement to state that you are currently a shell company, or otherwise provide us with a
detailed legal analysis explaining w hy you would not qualify as such.

Other expenses of issuance and Distribution, page 44

6. Please fill in all blanks in this section whe n you file your next amendment.

Recent Sales of Unregistered Securities, page 44

7. We note your disclosure that 3,800,000 shares of your common stock were issued pursuant to
a Regulatio n D offering.  It does not appear that you have filed a Form D.  Please advise.

Exhibits , page 44

8. Please provide an opinion that addresses the legality of the shares of common stock  offered
by the company and the selling security holders.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all appl icable Securities  Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending registration statement , please provide a written statement from the company
acknowledging that:

Michael Mo
KT High -Tech Marketing Inc.
July 14, 2016
Page 3

  should the Commission or the staff, acting pursuant to delegated authority , declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve  the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above r egistration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of the
registration statement.

Please contact Asia Timmons -Pierce, Staff Attorney, at (202) 551 -3754  or me at (202)
551-3397 with any questions.

Sincerely,

 /s/ Jay Ingram

Jay Ingram
Legal Branch Chief
Office of Manufacturing and
Construction

Mail Stop 4631

March 31 , 2016
Via E -Mail
James Cassidy, Esq.
President
Burney Hill Acquisition Corp , et al.
215 Apolena Avenue
Newport Beach, CA 92662

Re:  Burney Hill Acquisition Corp
Registration Statement on Form  10-12(g)
Filed January 7 , 2016
File No. 000 -55559

Cabot Hill Acquisition Corp
File No. 000 -55560

Event Hill Acquisition Corp
File No. 000 -55562

Franklin Hill Acquisition Corp
File No. 000-55561

Grant Hill Acquisition Corp
File No. 000-55564

Jackson Hill Acquisition Corp
File No. 000-55563

Lincoln Hill Acquisition Corp
File No. 000-55565

Perry Hill Acquisition Corp
File No. 000-55566

Scott Hill Acquisition Corp
File No. 000-55567

Sherman Hill Acquisition Corp
File No. 000-55568

James Cassidy, Esq.
Burney Hill Acquisition Corp , et al
March 31, 2016
Page 2

 Dear Mr. Cassidy :

We have completed our review of your filings .  We remind you that our comment s or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing s and the company may not assert staff
comments as a defense in any proceeding initiated by the Commissio n or any person under the
federal securities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing s to be certain that the filing s include the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

/s/ Craig E. Slivka, for

Pam A. Long
Assistant Director
Office of Manufacturing and Construction

Mail Stop 4631

March 24, 2016
Via E-Mail
James Cassidy, Esq.
President
Burney Hill Acquisition Corp, et al.
215 Apolena Avenue
Newport Beach, CA 92662

Re:  Burney Hill Acquisition Corp
Registration Statement on Form 10-12(g)
Amended March 4, 2016
File No. 000- 55559

Cabot Hill Acquisition Corp
File No. 000- 55560

Event Hill Acquisition Corp
File No. 000- 55562

Franklin Hill Acquisition Corp
File No. 000- 55561

Grant Hill Acquisition Corp
File No. 000- 55564

Jackson Hill Acquisition Corp
File No. 000- 55563

Lincoln Hill Acquisition Corp
File No. 000- 55565

Perry Hill Acquisition Corp
File No. 000- 55566

Scott Hill Acquisition Corp
File No. 000- 55567

Sherman Hill Acquisition Corp
File No. 000- 55568

James Cassidy, Esq.
Burney Hill Acquisition Corp, et al
March 24, 2016
Page 2

Dear Mr. Cassidy:

We have reviewed your amended f ilings 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you w ill res pond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

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

Business, page 1
 1. We note your response to comment 2 of our letter dated February 3, 2016.  B ecause this
information is directly material to the registration statements, please provide the
information requested by this comment. Refer to Rule 408 of the Securities Act of 1933.

Recent Blank Check Companies, page 15

2. We note your response to comment 3 of our letter dated February 3, 2016.  Please
disclose the information previously requested to the extent publicly ascertainable.  Please
also disclose the precise fees paid by these companies for your services.

You may contact Melinda Hooker, Staff Accountant at (202) 551-3732 or John Cash,
Accounting Branch Chief, at (202) 551- 3768 if you have questions regarding comments on the
financial statements and related matters.  Please contact Kate McHale, Staff Attorney at
(202)551-3464 or me at (202) 551-3729 with any other questions.

Sincerely,

/s/ Craig E. Slivka, for

Pam A. Long
Assistant Director
Office of Manufacturing and Construction

Mail Stop 4631

February 3, 2016
Via E -Mail
James Cassidy, Esq.
President
Burney Hill Acquisition Corp , et al.
215 Apolena Avenue
Newport Beach, CA 92662

Re:  Burney Hill Acquisition Corp
Registration Statement on Form 10 -12(g)
Filed January 7, 2016
File No. 000 -55559

Cabot Hill Acquisition Corp
File No. 000 -55560

Event Hill Acquisition Corp
File No. 000 -55562

Franklin Hill Acquisition Corp
File No. 000-55561

Grant Hill Acquisition Corp
File No. 000-55564

Jackson Hill Acquisition Corp
File No. 000-55563

Lincoln Hill Acquisition Corp
File No. 000-55565

Perry Hill Acquisition Corp
File No. 000-55566

Scott Hill Acquisition Cor p
File No. 000-55567

Sherman Hill Acquisition Corp
File No. 000-55568

James Cassidy, Esq.
Burney Hill Acquisition Corp , et al
February 3, 2016
Page 2

Dear Mr. Cassidy :

We have reviewed your filing an d 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 these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response and any amendment you may file in res ponse to these
comments , we may have additional comments.

General

1. Please be advised that each of the comments included in this letter is applicable to all ten
(10) registration statements referenced above and each should be amended in accor dance
with the relevant comment.

Business, pa ge 1

2. Please disclose the details of the Cease and Desist Orders issued against Messrs. Cassidy
and McKillop.

Recent Blank Check Companies, page 15

3. We note the disclosure that a number of the companies list ed have chosen not to proceed
and have either become delinquent on the required 1934 Exchange Act filing
requirements resulting in the automatic revocation of their registrations or have filed a
Form 15 voluntarily terminating their registrations.  For eac h company listed, please
disclose their current status, current trading market, and any regulatory or enforcement
proceedings involving the public shell and/or post -combination entity, including their
officers, directors and promoters.  Additionally, pleas e disclose the precise fees paid by
these companies related to the transactions.  We note the general disclosure that Tiber
Creek receives compensation “in the range of $100,000.”

4. You state on page 16 that you have provided information that summarizes the  blank
check companies with which Mr. Cassidy and/or Mr. McKillop is or has been involved in
the past five years which filed a registration statement on Form 10 or Form 10 -SB.
Because the dates go back to the year 2000, please disclose whether these repre sent all of
the blank check companies with which these individuals have been involved.  We may
have additional comments upon reviewing your response.

James Cassidy, Esq.
Burney Hill Acquisition Corp , et al
February 3, 2016
Page 3

Financial Statements

General

5. Please disclose the actual date through which subsequent events were evaluated as
required by FASB ASC 855 -10-50-1.

Notes to Financial Statements

Note 1 Nature of Operations and summary of Significant Accounting Policies

Basis of Presentation, page 6

6. We note your disclosure that you have not earned any revenue from oper ations since
inception.  Accordingly, your activities have been accounted for as those of a
"Development Stage Enterprise" as set forth in ASC 915, "Development Stage Entities."
Please revise your filing to indicate when you will implement ASU 2014 -10 and  indicate
how ASU 2014 -10 will impact your presentation.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and a ll applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to ou r comments, please provide  a written 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 for eclose
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.

James Cassidy, Esq.
Burney Hill Acquisition Corp , et al
February 3, 2016
Page 4

 You may contact Melinda Hooker, Staff Accountant at (202) 551 -3732 or John Cash,
Accounting Branch Chief, at (202) 551 - 3768 if you have questions regarding comments on the
financial statements and related matters.  Please contact Kate McHale, Staff Attorn ey at
(202)551 -3464 or me at (202) 551 -3729 with any other questions.

Sincerely,

/s/ Craig E. Slivka, for

Pam A. Long
Assistant Director
Office of Manufacturing and Construction