United States securities and exchange commission logo





                             March 24, 2023

       Neng Chen
       Chief Executive Officer
       Green Giant Inc.
       Xinghan Road, 19th Floor, Hanzhong City
       Shaanxi Province, PRC 723000

                                                        Re: Green Giant Inc.
                                                            Registration
Statement on Form S-3
                                                            Filed March 7, 2023
                                                            File No. 333-270324

       Dear Neng Chen:

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

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.

       Form S-3 filed March 7, 2023

       Cover Page

   1.                                                   Please disclose
prominently on the prospectus cover page that you are not a Chinese
                                                        operating company but a
Florida 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. Explain whether
                                                        the VIE structure is
used to replicate foreign investment in Chinese-based companies
                                                        where Chinese law
prohibits direct foreign investment in the operating companies, and
                                                        disclose that investors
may never directly 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 value of your
common stock, including that it could cause the value of such
 Neng Chen
FirstName
Green GiantLastNameNeng Chen
             Inc.
Comapany
March      NameGreen Giant Inc.
       24, 2023
March2 24, 2023 Page 2
Page
FirstName LastName
         securities to significantly decline or become worthless. Provide a
cross-reference to your
         detailed discussion of risks facing the company and the offering 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 the securities you are registering for sale 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 antimonopoly
         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.
Please disclose the
         location of your auditor   s headquarters and whether and how the
Holding Foreign
         Companies Accountable Act, as amended by the Consolidated
Appropriations Act, 2023,
         and related regulations will affect your company.
3.       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. Disclose clearly the entity (including the
domicile) in which
         investors are purchasing an interest.
4.       Provide a description of how cash is transferred through your
organization and disclose
         your intentions to distribute earnings or settle amounts owed under
the VIE agreements.
         State whether any transfers, dividends, or distributions have been
made to date between
         the holding company, its subsidiaries, and consolidated VIEs, or to
investors, and quantify
         the amounts where applicable. Provide cross-references to the
condensed consolidating
         schedule and the consolidated financial statements.
Prospectus Summary, page 1

5.       Please move your disclosure about your corporate structure to page 4.
Identify clearly the
         entity in which investors are purchasing their interest and the
entity(ies) in which the
         company   s operations are conducted.
6.       On page 4, please clarify the challenges the company may face
enforcing the
         VIE contractual agreements due to legal uncertainties and
jurisdictional limits.
 Neng Chen
Green Giant Inc.
March 24, 2023
Page 3
Risk Factors, page 8

7.    In light of recent events indicating greater oversight by the Cyberspace
Administration of
      China (CAC) over data security, particularly for companies seeking to
list on a foreign
      exchange, please revise your risk factor disclosures to explain how this
oversight impacts
      your business and your offering and to what extent you believe that you
are compliant
      with the regulations or policies that have been issued by the CAC to
date.
General

8.    We note that all your officers and directors are located outside of the
United States. Please
      include a separate section on enforcement of liabilities addressing the
ability of
      shareholders to enforce their legal rights under United States securities
laws. Please also
      include a risk factor.
9.    Please file the consent of your PRC counsel, Shaanxi Jiameng Law Firm, as
an exhibit to
      the 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.

       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.

      Please contact Pearlyne Paulemon at 202-551-8714 or Brigitte Lippmann at
202-551-
3713 with any questions.



                                                            Sincerely,
FirstName LastNameNeng Chen
                                                            Division of
Corporation Finance
Comapany NameGreen Giant Inc.
                                                            Office of Real
Estate & Construction
March 24, 2023 Page 3
cc:       Joan Wu, Esq.
FirstName LastName