United States securities and exchange commission logo





                              June 7, 2023

       Lirong Wang
       Chief Executive Officer
       Muliang Viagoo Technology, Inc.
       2498 Wanfeng Highway, Lane 181
       Fengjing Town, Jinshan District
       Shanghai, China

                                                        Re: Muliang Viagoo
Technology, Inc.
                                                            Form 10-K for the
fiscal year ended December 31, 2022
                                                            Filed April 17,
2023
                                                            File No. 001-40636

       Dear Lirong Wang:

              We have reviewed your filing 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 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.

       Annual Report on Form 10-K for the year ended December 31, 2022

       Item 1. Business, page 1

   1.                                                   At the onset of Part I,
please disclose prominently that you are not a Chinese operating
                                                        company but a Nevada
holding company with operations conducted by your subsidiaries
                                                        and through contractual
arrangements with a variable interest entity (VIE) based in China
                                                        and that this structure
involves unique risks to investors. If true, disclose that these
                                                        contracts have not been
tested in court. Explain whether the VIE structure is used to
                                                        provide investors with
exposure to foreign investment in China-based companies where
                                                        Chinese law prohibits
direct foreign investment in the operating companies, and disclose
                                                        that investors may
never hold equity interests in the Chinese operating company. Your
                                                        disclosure should
acknowledge that Chinese regulatory authorities could disallow this
                                                        structure, which would
likely result in a material change in your operations and/or a
                                                        material change in the
value of your securities, including that it could cause the value of
 Lirong Wang
FirstName  LastNameLirong
Muliang Viagoo  Technology,Wang
                            Inc.
Comapany
June 7, 2023NameMuliang Viagoo Technology, Inc.
June 7,
Page 2 2023 Page 2
FirstName LastName
         your securities to significantly decline or become worthless. Provide
a cross-reference to
         your detailed discussion of risks facing the company as a result of
this structure.
2.       Provide prominent disclosure about the legal and operational risks
associated with being
         based in or having the majority of the company   s operations in
China. Your disclosure
         should make clear whether these risks could result in a material
change in your operations
         and/or the value of your securities or could significantly limit or
completely hinder your
         ability to offer or continue to offer securities to investors and
cause the value of such
         securities to significantly decline or be worthless. Your disclosure
should address how
         recent statements and regulatory actions by China   s government, such
as those related to
         the use of variable interest entities and data security or
anti-monopoly concerns, have or
         may impact the company   s ability to conduct its business, accept
foreign investments, or
         list on a U.S. or other foreign exchange.
3.       Disclose each permission or approval that you, your subsidiaries, or
the VIEs are required
         to obtain from Chinese authorities to operate your business and to
offer securities to
         foreign investors. State whether you, your subsidiaries, or VIEs are
covered by
         permissions requirements from the China Securities Regulatory
Commission (CSRC),
         Cyberspace Administration of China (CAC) or any other governmental
agency that is
         required to approve the VIE   s operations, and state affirmatively
whether you have
         received all requisite permissions or approvals and whether any
permissions or approvals
         have been denied. Please also describe the consequences to you and
your investors if you,
         your subsidiaries, or the VIEs: (i) do not receive or maintain such
permissions or
         approvals, (ii) inadvertently conclude that such permissions or
approvals are not required,
         or (iii) applicable laws, regulations, or interpretations change and
you are required to
         obtain such permissions or approvals in the future.
History, page 2

4.       Please clearly disclose how you will refer to the holding company,
subsidiaries, and VIEs
         when providing the disclosure throughout the document so that it is
clear to investors
         which entity the disclosure is referencing and which subsidiaries or
entities are conducting
         the business operations. Refrain from using terms such as    we    or
  our    when describing
         activities or functions of a VIE. For example, disclose, if true, that
your subsidiaries
         and/or the VIE conduct operations in China, that the VIE is
consolidated for accounting
         purposes but is not an entity in which you own equity, and that the
holding company does
         not conduct operations.
Contractual Arrangements, page 5

5.       Please expand the VIE quantitative metrics to include the same amount
of detail as you
         presented in your Form S-1 file number 333-272378. For example, please
include an
         updated condensed consolidating schedule that disaggregates the
operations and depicts
         the financial position, cash flows, and results of operations as of
the same dates and for
         the same periods as presented in the Form 10-K.
 Lirong Wang
FirstName  LastNameLirong
Muliang Viagoo  Technology,Wang
                            Inc.
Comapany
June 7, 2023NameMuliang Viagoo Technology, Inc.
June 7,
Page 3 2023 Page 3
FirstName LastName
6.       Please expand on your disclosure in this section to describe all
contracts and arrangements
         through which you claim to have economic rights and exercise control
that results in
         consolidation of the VIE   s operations and financial results into
your financial
         statements. Identify clearly the entity in which investors are
purchasing their interest and
         the entity(ies) in which the company   s operations are conducted.
Describe the relevant
         contractual agreements between the entities and how this type of
corporate structure may
         affect investors and the value of their investment, including how and
why the contractual
         arrangements may be less effective than direct ownership and that the
company may incur
         substantial costs to enforce the terms of the arrangements. Disclose
the uncertainties
         regarding the status of the rights of the Nevada holding company with
respect to its
         contractual arrangements with the VIE, its founders and owners, and
the challenges the
         company may face enforcing these contractual agreements due to legal
uncertainties and
         jurisdictional limits.
7.       We note your disclosure that the Nevada holding company (through its
ownership
         in Shanghai Mufeng) controls and receives the economic benefits of the
VIE   s business
         operations through contractual agreements between the VIE and your
Wholly Foreign-
         Owned Enterprise (WFOE) and that those agreements are designed to
provide your
         WFOE with the power, rights, and obligations equivalent in all
material respects to those
         it would possess as the principal equity holder of the VIE. We also
note your disclosure
         that the Nevada holding company (through its ownership in Shanghai
Mufeng) has
         become the primary beneficiary of the VIE. However, neither the
investors in the Nevada
         holding company nor the holding company itself have an equity
ownership in, direct
         foreign investment in, or control of, through such ownership or
investment, the VIE.
         Accordingly, please refrain from implying that the contractual
agreements are equivalent
         to equity ownership in the business of the VIE. Any references to
control or benefits that
         accrue to you because of the VIE should be limited to a clear
description of the conditions
         you have satisfied for consolidation of the VIE under U.S. GAAP.
Additionally, your
         disclosure should clarify that you are the primary beneficiary of the
VIE for accounting
         purposes. Please also disclose, if true, that the VIE agreements have
not been tested in a
         court of law.
Holding Foreign Companies Accountable Act, page 14

8.       Please disclose the location of your auditor   s headquarters in this
section.
Item 1A. Risk Factors, page 16

9.       We note your Risk Factors section is longer than 15 pages. Please
revise your Form 10-K
         to provide a summary risk factor section with a series of concise,
bulleted or numbered
         statements that is no more than two pages summarizing the principal
factors that make an
         investment in the registrant or offering speculative or risky. See
Item 105(b) of Regulation
         S-K. In this summary of risk factors, please ensure you disclose the
risks that your
         corporate structure and being based in or having the majority of the
company   s operations
 Lirong Wang
Muliang Viagoo Technology, Inc.
June 7, 2023
Page 4
         in China poses to investors. In particular, describe the significant
regulatory, liquidity, and
         enforcement risks. For example, specifically discuss risks arising
from the legal system in
         China, including risks and uncertainties regarding the enforcement of
laws and that rules
         and regulations in China can change quickly with little advance
notice; and the risk that
         the Chinese government may intervene or influence your operations at
any time, or may
         exert more control over offerings conducted overseas and/or foreign
investment in China-
         based issuers, which could result in a material change in your
operations and/or the value
         of the securities you are registering for sale. Acknowledge any risks
that any actions by
         the Chinese government to exert more oversight and control over
offerings that are
         conducted overseas and/or foreign investment in China-based issuers
could significantly
         limit or completely hinder your ability to offer or continue to offer
securities to investors
         and cause the value of your securities to significantly decline or be
worthless.
Item 9A. Controls and Procedures, page 84

10.      It is not clear how you could reasonably conclude that your disclosure
controls are
         effective given your conclusion that your internal controls are not
effective. Further, we
         note the disclosure on page 40 of your Form S-1/A13 that your
disclosure controls in 2021
         were not effective and the disclosure in your Form 10-K that there
were no changes in
         your internal controls during 2022. Please revise.
Item 11. Executive Compensation, page 89

11.      It appears that the financial statements may need to be revised to
account for the services
         provided by your CEO and CFO at fair value. See the guidance in SAB
1:B.
Note 3. Accounts Receivable, page F-21

12.    Given that your accounts receivable at December 31, 2022 are
substantially equal to your
       2022 revenue, it is unclear whether any of your 2022 sales transactions
were actually
       collected in cash. Further, it is not clear whether you are actually
applying a 50%
       allowance for receivables over 6 months outstanding as stated on page
78. Consequently,
       there is a concern that either your allowance for doubtful accounts is
materially
       understated or that your revenue recognition policy is not being
properly applied. Please
       tell us how much of your December 31, 2021 receivables balance has
actually been
       collected in cash. Tell us also how much of your December 31, 2022
receivables balance
       was subsequently collected in cash. Please tell us how much of your
December 31, 2022
       receivables balance consists of accounts for which the corresponding
sales transaction was
       recognized prior to July 1, 2022. Please tell us also how much of your
December 31, 2022
       receivables balance consists of accounts for which the corresponding
sales transaction was
FirstName LastNameLirong Wang
       recognized prior to January 1, 2022. Explain to us how this information
supports your
Comapany    NameMuliang
       conclusion   that the Viagoo Technology,
                             $1,092,880  allowanceInc.
                                                     balance at December 31,
2022 complies with
       United   States
June 7, 2023 Page 4    GAAP.   We  may   have  further comment.
FirstName LastName
 Lirong Wang
FirstName  LastNameLirong
Muliang Viagoo  Technology,Wang
                            Inc.
Comapany
June 7, 2023NameMuliang Viagoo Technology, Inc.
June 7,
Page 5 2023 Page 5
FirstName LastName
Note 12. Concentrations, page F-27

13.      Regarding the customer concentrations, please tell us whether either
of the two companies
         are in anyway affiliated with Lirong Wang.
        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 Al Pavot at 202-551-3738 or Terence O'Brien at
202-551-3355 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Conlon Danberg at 202-551-4466 or Jane Park at 202-551-7439 with any
other
questions.



                                                             Sincerely,

                                                             Division of
Corporation Finance
                                                             Office of
Industrial Applications and
                                                             Services
cc:      Jason Ye, Esq.