United States securities and exchange commission logo





                              October 12, 2022

       Cong He
       Chief Financial Officer
       Tian   an Technology Group Ltd.
       Room 104, Building 1-B, No. 3500
       Xiupu Road, Pudong New Area, Shanghai, China

                                                        Re: Tian'an Technology
Group Ltd.
                                                            Registration
Statement on Form F-1
                                                            Filed September 15,
2022
                                                            File No. 333-267453

       Dear Cong He:

              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 F-1 Filed on September 15, 2022

       General

   1.                                                   Please disclose whether
and how your business segments, products, lines of service,
                                                        projects, or operations
are materially impacted by supply chain disruptions, especially in
                                                        light of Russia's
invasion of Ukraine. For example, discuss whether you have to expect
                                                        to:
                                                            suspend the
production, purchase, sale or maintenance of certain items due to a lack
                                                             of raw materials,
parts or equipment; inventory shortages; closed factories or stores;
                                                             reduced headcount;
or delayed projects;
                                                            experience labor
shortages that impact your business;
                                                            experience
cybersecurity attacks in your supply chain;
                                                            experience higher
costs due to constrained capacity or increase commodity prices or
 Cong He
FirstName LastNameCong
Tian   an Technology Group He
                         Ltd.
Comapany
October 12,NameTian   an
            2022       Technology Group Ltd.
October
Page 2 12, 2022 Page 2
FirstName LastName
             challenges sourcing materials (e.g., nickel, palladium, neon,
cobalt, iron, platinum or
             other raw materials sourced from Russia, Belarus, or Ukraine;
             experience surges or declines in consumer demand for which you are
unable to
             adequately adjust your supply;
             be unable to supply products at competitive prices or at all due
to export restrictions,
             sanctions, tariffs, trade barriers, or political or trade tensions
among countries or the
             ongoing invasion; or
             be exposed to supply chain risk in light of Russia's invasion of
Ukraine.
         Explain whether and how you have undertaken efforts to mitigate and
where possible,
         quantify the impact to your business.
2.       Please disclose (1) whether your business segments, products, lines of
service, projects, or
         operations are materially impacted by the recent pandemic-related
lockdowns in China
         and (2) the impact of consumer demand declines China. In addition,
discuss any steps you
         are taking to mitigate adverse impacts to your business.
Prospectus Cover Page, page i

3.       Please disclose prominently on the prospectus cover page that you are
not a Chinese
         operating company but a British Virgin Islands holding company with
operations
         conducted by your subsidiaries based in China and that this structure
involves unique risks
         to investors. If true, disclose that these contracts have not been
tested in court. Provide a
         cross-reference to your detailed discussion of risk factors facing the
company and the
         offering as a result of this structure.
4.       Please disclose whether your auditor is subject to 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.
5.       Clearly disclose how you will refer to the holding company,
subsidiaries, and other
         entities when providing the disclosure throughout the document so that
it is clear to
         investors which entity the disclose 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 subsidiary or other entity.
For example, disclose, if
         true, that your subsidiaries and/or other entities conduct operations
in China, that the other
         entity 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.
6.       Provide a clear description of how cash is transferred through your
organization and
         disclose your intentions to distribute earnings or settle amounts owed
under applicable
         agreements. State whether any transfers, dividends, or distributions
have been made to
         date between the holding company, its subsidiaries, and consolidated
entities, or to
         investors, and quantify the amounts where applicable.
7.       Disclose whether cash generated from one subsidiary is used to fund
another subsidiary's
 Cong He
FirstName LastNameCong
Tian   an Technology Group He
                         Ltd.
Comapany
October 12,NameTian   an
            2022       Technology Group Ltd.
October
Page 3 12, 2022 Page 3
FirstName LastName
         operations, whether you have ever faced difficulties or limitations in
your ability to
         transfer cash between subsidiaries, and whether you have cash
management policies in
         place that dictates the amount of such funding. Please also disclose
whether you have
         cash management policies/procedures that dictate how funds are
transferred.
Prospectus Summary, page 1

8.       In your summary of risk factors, disclose clearly the risks that your
corporate structure and
         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 securities to
investors and cause the
         value of such securities to significantly decline or be worthless.
9.       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 (CRSC),
         Cyberspace Administration of China (CAC) or any other governmental
agency that is
         required to approve your or your subsidiaries' operations, and state
affirmatively whether
         you have received all requisites 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 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.
10.      Provide a clear description of how cash is transferred through your
organization. Disclose
         your intentions to distribute earnings or settle amounts owed under
your operating
         structure. Quantify any cash flows and transfers of other assets by
type that have occurred
         between the holding company and its subsidiaries, and direction of
transfer. Quantify any
         dividends or distributions that a subsidiary has made to the holding
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
 Cong He
FirstName LastNameCong
Tian   an Technology Group He
                         Ltd.
Comapany
October 12,NameTian   an
            2022       Technology Group Ltd.
October
Page 4 12, 2022 Page 4
FirstName LastName
         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 as well as the
ability to settle
         amounts owed under applicable agreements.
11.      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
determination announced by the
         PCAOB on December 16, 2021.
Risk Factors, page 10

12.      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.
Because we are an "emerging growth company,".... , page 11

13.      Based on your disclosure that you have irrevocably elected not to
avail your company of
         exemption from new or revised accounting standards, it is not clear to
us why you have
         not checked the related box on the cover page of the filing. Please
clarify or revise this
         inconsistency.
Index to Consolidated Financial Statements
General, page 51

14.      Please provide updated financial statements and related disclosures as
required by Item
         8.A.5 of Form 20-F.
Item 15. Recent Sales of Unregistered Securities, page II-2

15.      Please revise your disclosure to furnish the complete disclosure
required by Item 701 of
         Regulation S-K. In this regard, please provide the date of each sale,
name the person or
         identify the class of persons to whom the securities were sold,
indicate the section of the
         Securities Act or the rule of the Commission under which exemption
from registration
         was claimed, and state briefly the facts relied upon to make the
exemption available for all
         the transactions disclosed here.
        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.
 Cong He
Tian   an Technology Group Ltd.
October 12, 2022
Page 5

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

       You may contact Ernest Greene at 202-551-3733 or Claire Erlanger at
202-551-3301 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Erin Donahue at 202-551-6063 or Jay Ingram at 202-551-3397 with any
other questions.



FirstName LastNameCong He                                  Sincerely,
Comapany NameTian   an Technology Group Ltd.
                                                           Division of
Corporation Finance
October 12, 2022 Page 5                                    Office of
Manufacturing
FirstName LastName