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                               March 2, 2022

       Chiyuan Deng
       Chief Executive Officer
       AB INTERNATIONAL GROUP CORP.
       48 Wall Street, Suite 1009
       New York, NY 10005

                                                        Re: AB INTERNATIONAL
GROUP CORP.
                                                            Post Effective
Amendment to Form S-1
                                                            Filed February 10,
2022
                                                            File No. 333-255370

       Dear Mr. Deng:

              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 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.

       Post Effective Amendment No. 1 to Form S-1

       Cover Page

   1.                                                   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 and Hong Kong.
                                                        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 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. Please disclose whether your auditor is subject to
 Chiyuan Deng
FirstName  LastNameChiyuan Deng
AB INTERNATIONAL      GROUP  CORP.
Comapany
March      NameAB INTERNATIONAL GROUP CORP.
       2, 2022
March2 2, 2022 Page 2
Page
FirstName LastName
         the determinations announced by the PCAOB on December 16, 2021 and
whether and
         how the Holding Foreign Companies Accountable Act and related
regulations will affect
         your company. Your prospectus summary should address, but not
necessarily be limited
         to, the risks highlighted on the prospectus cover page.
2.       Clearly disclose how you will refer to the company and subsidiaries
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. For example, disclose, if true, that your
subsidiaries conduct
         operations in China and Hong Kong. Disclose clearly the entity
(including the domicile)
         in which investors are purchasing an interest.
3.       Provide a description of how cash is transferred through your
organization. State whether
         any transfers, dividends, or distributions have been made to date
between the company
         and its subsidiaries, or to investors, and quantify the amounts where
applicable. Provide
         cross-references to the condensed consolidating schedule and the
consolidated financial
         statements.
Summary, page 2

4.       In your summary, disclose the risks that being based in or having the
majority of the
         company   s operations in China poses to investors. In particular,
describe the significant
         regulatory, liquidity, and enforcement risks with cross references to
the more detailed
         discussion of these risks in the prospectus. 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
such securities to
         significantly decline or be worthless.
5.       Disclose each permission or approval that you or your subsidiaries are
required to obtain
         from Chinese authorities to operate your business and to offer the
securities being
         registered to foreign investors. State whether you or your
subsidiaries are covered by
         permissions requirements from the China Securities Regulatory
Commission (CSRC),
         Cyberspace Administration of China (CAC) or any other governmental
agency, 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 or your subsidiaries:
(i) do not receive or
         maintain such permissions or approvals, (ii) inadvertently conclude
that such permissions
 Chiyuan Deng
AB INTERNATIONAL GROUP CORP.
March 2, 2022
Page 3
         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.
6.       Provide a clear description of how cash is transferred through your
organization. Quantify
         any cash flows and transfers of other assets by type that have
occurred between the
         company and its subsidiaries, and direction of transfer. Quantify any
dividends or
         distributions that a subsidiary has made to the company and which
entity made such
         transfer, and their tax consequences. Similarly quantify dividends or
distributions made to
         U.S. investors, the source, and their tax consequences. Your
disclosure should make clear
         if no transfers, dividends, or distributions have been made to date.
Describe any
         restrictions on foreign exchange and your ability to transfer cash
between entities, across
         borders, and to U.S. investors. Describe any restrictions and
limitations on your ability to
         distribute earnings from the company, including your subsidiaries, to
the parent company
         and U.S. investors.
7.       Disclose that trading in your securities may be prohibited under the
Holding Foreign
         Companies Accountable Act if the PCAOB determines that it cannot
inspect or investigate
         completely your auditor, and that as a result an exchange may
determine to delist your
         securities. Disclose whether your auditor is subject to the
determinations announced by
         the PCAOB on December 16, 2021.
Risk Factors, page 5

8.       Please expand your risk factors to discuss the Holding Foreign
Companies Accountable
         Act and disclose that the United States Senate has passed the
Accelerating Holding
         Foreign Companies Accountable Act, which, if enacted, would decrease
the number of
            non-inspection years    from three years to two years, and thus,
would reduce the time
         before your securities may be prohibited from trading or delisted.
Update your disclosure
         to reflect that the Commission adopted rules to implement the HFCAA
and that, pursuant
         to the HFCAA, the PCAOB has issued its report notifying the Commission
of its
         determination that it is unable to inspect or investigate completely
accounting firms
         headquartered in mainland China or Hong Kong.
9.     Given the Chinese government   s significant oversight and discretion
over the conduct of
       your business, please revise to highlight separately the risk that the
Chinese government
       may intervene or influence your operations at any time, which could
result in a material
       change in your operations and/or the value of the securities you are
registering. Also,
       given recent statements by the Chinese government indicating an intent
to exert more
       oversight and control over offerings that are conducted overseas and/or
foreign investment
FirstName LastNameChiyuan Deng
       in China-based issuers, acknowledge the risk that any such action could
significantly limit
Comapany   NameAB hinder
       or completely  INTERNATIONAL
                             your ability toGROUP     CORP. to offer securities
to investors and
                                             offer or continue
March cause  thePage
       2, 2022   value
                     3 of such securities to significantly decline or be
worthless.
FirstName LastName
 Chiyuan Deng
FirstName  LastNameChiyuan Deng
AB INTERNATIONAL      GROUP  CORP.
Comapany
March      NameAB INTERNATIONAL GROUP CORP.
       2, 2022
March4 2, 2022 Page 4
Page
FirstName LastName
10.      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 disclosure 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.
        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 Austin Wood at 202-551-5586 or Pam Howell at
202-551-3357 with
any other questions.



                                                              Sincerely,

                                                              Division of
Corporation Finance
                                                              Office of Real
Estate & Construction
cc:      Scott Doney, Esq.