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CORRESP
1
filename1.htm

October
6, 2023

Securities
and Exchange Commission

Division
of Corporate Finance

100
F Street, NE

Washington,
D.C. 20549

Attn:
Ms. Liz Packebusch and Ms. Irene Barberena-Meissner

Re:
New Century Logistics (BVI) Ltd

Registration
Statement on Form F-1

Filed
August 21, 2023

File
No. 333-274115

Dear
Ms. Liz Packebusch and Ms. Irene Barberena-Meissner:

Please
find below our responses to the questions raised by the staff (the “Staff”) of the Securities and Exchange Commission
(the “Commission”) in its letter of comments dated September 7, 2023 (the “Comment Letter”), relating
to the registration statement on Form F-1, which was submitted to the Commission by New Century Logistics (BVI) Ltd (the “Company”
or “we”) on August 21, 2023.

The
Company’s responses are numbered to correspond to the Staff’s comments. For your convenience, each of the Staff’s comments
contained in the Comment Letter has been restated.

We
have also updated the Registration Statement on Form F-1 (“Registration Statement”) which is submitted to the Commission
simultaneously together with this letter.

Registration
Statement on Form F-1 filed August 21, 2023

Capitalization,
page 43

    1.
    We
        note your “Share subscription receivable” line item presented in the adjusted column of your capitalization table.
        We have the following comments:

    ● Tell
    us what the “Shares subscription receivable” line item represents. If it represents a receivable for the shares that
    will be issued in your offering, explain how your presentation complies with ASC 505-10-45-2 since receivables for issuances of
    equity are generally classified as contra equity.

    ●
    If you will not receive any cash proceeds from this offering, revise your disclosure throughout your filing, including Use of Proceeds
    on page 41, to clearly indicate that you will not receive any cash proceeds from this offering and will instead record a subscription
    receivable. In addition, disclose the repayment terms of the subscription receivable and disclose how you intend to pay for offering
    expenses.

    ●
    Tell us how you determined the shares subscription receivable amount of $8,143,750 and explain why it does not agree to your net
    proceeds of $8,253,750 disclosed on page 41.

    Response:
    We
    have revised the Registration Statement in accordance with the Staff’s comment. Please see the page 43 of the Registration
    Statement for details. Further, based on the ASC 505-10-45-2, when a reporting company receives a note, rather than cash or other
    assets, in exchange for shares or as a contribution to paid-in capital, the note should generally be recognized in equity as an offset
    to shares being issued. However, we noted that the company will receive cash proceeds from this offering, and therefore, the share
    subscription receivable may not be required, and the net cash proceeds should be recorded in paid-in capital.

General

    2.
    We note your revised disclosure
    in response to prior comment 5 on your cover page and in your risk factor at page 27. You continue to state that it is possible that
    all the legal and operational risks associated with being based in and having operations in the PRC may also apply to operations
    in Hong Kong in the future. Please revise to clarify that all of the legal and operational risks associated with operating in the
    PRC also apply to operations in Hong Kong, and ensure that your disclosure does not narrow risks related to operating in the PRC
    to mainland China only. In this regard we note your disclosure that the PRC government may intervene or influence your current and
    future operations in Hong Kong at any time, or may exert more control over offerings conducted overseas and/or foreign investment
    in issuers like yourselves.

    Response:
    We
    have revised the Registration Statement in accordance with the Staff’s comment. Please see the cover page and page
    27 of the Registration Statement for details.

Should
you have any questions regarding the foregoing, please do not hesitate to contact me or our counsel with any questions or comments regarding
this correspondence on the revised F-1.

    Very truly
    yours,

    By:
    /s/
    Ngan Ching Shun

    Name:
    Ngan Ching Shun

    Chief Executive Officer