SecProbe.io

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 March 24, 2025

Chen Xin
Chief Executive Officer
BGM Group Ltd
No. 152 Hongliang East 1st Street, No. 1703
Tianfu New District , Chengdu , 610200
People s Republic of China

 Re: BGM Group Ltd
 Form 20-F for the Fiscal Year Ended September 30, 2024
 File No. 001-39805
Dear Chen Xin:

 We have reviewed your filing and have the following comments.

 Please respond to this letter 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 a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.
 March 24, 2025
Page 2
Form 20-F for the Fiscal Year Ended September 30, 2024
Part I
Item 3. Key Information
Our Holding Company Structure and Contractual Arrangements with the
Consolidated
Affiliated Entities, page 7

1. We note that in 2023 the CSRC published Trial Measures that impose
certain filing
 requirements for direct and indirect overseas listings and offerings.
Please disclose
 how, if at all, the Trial Measures apply to your Nasdaq listing and
securities offerings,
 whether you and relevant parties have complied with your obligations
under the Trial
 Measures, and the risks to investors of non-compliance.
Item 4. Information on the Company
Facilities, page 76

2. We note your disclosure on page 107 and elsewhere in your annual report
that you
 have capital expenditures for a "new facility to be built in Chongqing
city for
 producing [y]our heparin products, and the construction of the new
facility." We also
 note your disclosure on page 97 that you shut down production of heparin
in
 September of 2023. Please revise under this heading and elsewhere as
appropriate to
 describe the nature of and reason for the construction plans, an estimate
of the amount
 of expenditures including the amount of expenditures already paid, a
description of
 the method of financing the activity, the estimated dates of start and
completion of the
 activity, and the increase of production capacity anticipated after
completion. Refer to
 Item 4.D. of Form 20-F.
Financial Statements
Consolidated Balance Sheets, page F-4

3. We note that you have $2.9 million of "Due to related party" recorded as
a liability as
 of September 30, 2024. Please tell us and revise future filings to
describe and explain
 the nature of the relationship, the transactions involving this related
party liability, the
 dollar amounts of the transactions, and the terms and manners of
settlement of the
 liability. Refer to the guidance in ASC 850-10-50.
Note 2 - Summary of Significant Accounting Policies
Construction in Progress, page F-13

4. We note on page F-4 that you have $5.6 million of construction in
progress recorded
 as an asset as of September 30, 2024, which represents costs of
construction incurred
 for Chongqing s new manufacturing facilities for heparin products. We
further note
 from page 97 that the company made the decision to shut down production
of heparin
 products and sausage casing in September 2023. Please tell us how you
determined
 that the costs of the construction in progress asset is not impaired in
accordance with
 ASC 360-10.
5. As a related matter, we note from page F-7 that you had $2.6 million in
payments for
 construction in progress during the year ended September 30, 2024 and
that there
 is still $1.9 million unpaid as of September 30, 2024. Please tell us why
you continue
 to incur construction expenses considering your disclosures that
production has been
 March 24, 2025
Page 3

 shut down since September 2023.
Prepayments for property and equipment, page F-15

6. We note prepayments for property and equipment of $660,569 for
apartments the
 company purchased in Tianxi Center from Chengdu Shuangfa Jundi Real
Estate Co.,
 Ltd. on June 15, 2021 which will not be received until May 2025. Please
tell us why
 these apartments will not be received until May 2025 and your
consideration of
 impairment of these assets in accordance with ASC 360-10.
Note 17 - Subsequent Events, page F-32

7. We note your disclosure that on November 27, 2024, BGM Group entered
into a
 transaction agreement with CISG Holdings Ltd to purchase 100% of the
equity
 interest of the target company for a consideration of 69,995,661 Class A
ordinary
 shares of BGM Group. With reference to ASC 805, please tell us how you
accounted
 for this transaction.
8. We note your disclosure that on November 27, 2024, BGM Group entered
into a
 transaction agreement with CISG Holdings Ltd ( the "Seller"), and that
pursuant to the
 transaction agreement BGM Group agreed to purchase from the Seller 100 %
of the
 equity interest of the target company for a consideration of 69,995,661
Class A
 ordinary shares of BGM Group (the "Consideration Shares"), at a purchase
price of
 US$ 2.0 per share of the Consideration Shares. Please disclose the
market price of
 your Class A ordinary shares at the time the transaction agreement was
entered into
 and, if there was a material variance between the market price of your
Class A
 ordinary shares and the US$2.0 per share for the Consideration Shares,
please disclose
 why.
 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.

 Please contact Lynn Dicker at 202-551-3616 or Tara Harkins at
202-551-3639 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Daniel Crawford at 202-551-7767 or Tim Buchmiller at 202-551-3635 with
any other
questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
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