August 22, 2024

Dmitrii Perfilev
President
Tech Tonic Group Corp.
Remscheider Str. 54
Krefeld, Germany 47807

        Re: Tech Tonic Group Corp.
            Registration Statement on Form S-1
            Filed July 31, 2024
            File No. 333-281124
Dear Dmitrii Perfilev:

       We have reviewed your registration statement and have the following
comments.

       Please respond to this letter by amending your registration statement
and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.

Registration Statement on Form S-1
Cover Page

1.      You indicate that you are an emerging growth company. Therefore, please
revise the
        cover page to indicate by check mark if you have elected not to use the
extended
        transition period for complying with any new or revised financial
accounting standards
        provided pursuant to Section 7(a)(2)(B) of the Securities Act.
2.      We note your disclosure that you are not a blank check company and have
no plans,
        arrangements, commitments or understandings to engage in a merger with
or acquisition
        of another company. Please also disclose whether the company, its
executive, any
        company promoters or their affiliates intend for the company, once
reporting, to be used
        as a vehicle for a private company to become a reporting company.
 August 22, 2024
Page 2
Risk Factors
Because our sole officer and director will only be devoting limited time...,
page 9

3.     We note your disclosure that Mr. Perfilev will devote limited time to
the business. Please
       revise this risk factor to clarify whether Mr. Perfilev, your sole
officer and director, has
       any specific conflicts of interest that may arise from his other
business activities.
As an emerging growth company under the jobs act, we are permitted to rely on
exemptions from
certain disclosure requirements, page 10

4.     Please update your disclosure to reflect that the current revenue
threshold for an Emerging
       Growth Company (EGC) is $1.235 billion. Make similar revisions to the
disclosure on
       page 15. Refer to the definition of EGC in Rule 405 under the Securities
Act. Also, since
       you are a smaller reporting company, please add a separate risk factor
disclosing that even
       if you no longer qualify as an EGC, you may still be subject to reduced
reporting
       requirements so long as you are a smaller reporting company.
Report of Independent Registered Public Accounting Firm, page F-1

5.     Please explain the reference to the period ended June 30, 2024 in the
going concern
       paragraph of Boladale Lawal's opinion or revise as necessary. We refer
to you PCAOB
       Auditing Standard 2415.
General

6.     It appears that you may be a shell company as defined in Rule 405 under
the Securities
       Act of 1933. We note that you have no or nominal operations, assets
consisting solely of
       cash and cash equivalents, nominal expenditures in furtherance of your
business plan, and
       no revenues to date. We also note that significant steps remain to
commence your
       business plan. Provide us with a detailed legal analysis explaining why
you are not a shell
       company or otherwise disclose on the cover page and in the description
of business
       section that you are a shell company and add a risk factor that
highlights the consequences
       of your shell company status. Discuss the prohibition on the use of Form
S-8 by shell
       companies, enhanced reporting requirements imposed on shell companies
and the
       limitations on the ability of your security holders to resell their
securities in reliance on
       Rule 144. Describe the potential impact on your ability to attract
additional capital
       through subsequent unregistered offerings.
7.     Please provide an opinion of counsel regarding the legality of the
securities being
       offered and sold pursuant to the registration statement as required by
Item 601(b)(5)(i) of
       Regulation S-K.

        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.
 August 22, 2024
Page 3

       Please contact Dave Edgar at 202-551-3459 or Kathleen Collins at
202-551-3499 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Matthew Crispino at 202-551-3456 or Jan Woo at 202-551-3453 with any
other
questions.



                                                         Sincerely,

                                                         Division of
Corporation Finance
                                                         Office of Technology