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July 20, 2023
Bun Kwai
Chief Executive Officer
QMMM Holdings Ltd
Unit 1301, Block C, Sea View Estate,
8 Watson Road
Tin Hau, Hong Kong
Re:QMMM Holdings Ltd
Draft Registration Statement on Form F-1
Submitted June 23, 2023
CIK No. 0001971542
Dear Bun Kwai:
            We have reviewed your draft 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 providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  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 the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form F-1 submitted June 23, 2023
Cover page
1.Please tell us whether you will be deemed a “controlled company” under the Nasdaq
listing rules and, if so, whether you intend to rely on any exemptions as a controlled
company. If applicable, please disclose here and in the prospectus summary that you are a
controlled company and the percentage of voting power that the controlling stockholder
will hold after completion of the offering. Please also revise your risk factor to discuss the
effect, risks and uncertainties of being designated a controlled company. In this regard, we
note that your disclosures on pages 4, 28 and 84 indicate that your Chairman of the Board
and Chief Executive Officer, Mr. Bun Kwai through Fortune Wings Ventures Limited,

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wholly owned by Mr. Kwai, will control over 50% of the voting power of the
company and will be able to exert significant influence over the company, including
the election of your directors following this offering.
2.We note your disclosure that your company structure "involves unique risks to investors"
and discussion about the impact to your business in the event that your Hong Kong
subsidiaries were to become subject to PRC laws and regulations. Please revise to state
that Chinese regulatory authorities could disallow this structure, which would likely result
in a material change in your operations and/or a material change in the value of the
securities you are registering for sale, including that it could cause the value of such
securities to significantly decline or become worthless. Provide a cross-reference to your
detailed discussion of risks facing the company and the offering as a result of this
structure.
3.Please revise to disclose the location of your auditor’s headquarters and whether and how
the Holding Foreign Companies Accountable Act, as amended by the Consolidated
Appropriations Act, 2023, and related regulations will affect your company. Your
prospectus summary should address, but not necessarily be limited to, the individual risk
factors identified on the cover.
4.Provide a description of how cash is transferred through your organization and disclose
your intentions to distribute earnings. State whether any transfers, dividends, or
distributions have been made to date between the holding company and its subsidiaries, or
to investors, and quantify the amounts where applicable. If no transfers have been made,
so state. Provide cross-references to the consolidated financial statements. Discuss
whether there are limitations on your ability to transfer cash between you, your
subsidiaries, or investors. In addition, please amend your disclosure here and in the
summary risk factors and risk factors sections to state that to the extent cash or assets in
the business is in the PRC/Hong Kong or a PRC/Hong Kong entity, the funds or assets
may not be available to fund operations or for other use outside of the PRC/Hong Kong
due to interventions in or the imposition of restrictions and limitations on the ability of
you or your subsidiaries by the PRC government to transfer cash or assets. On the cover
page, provide cross-references to each of these other discussions in the prospectus
summary, summary risk factors and risk factors.
5.Please revise such disclosure to state, as you do on page 5, that you do not have cash
management policies that dictate how funds are transferred between you, your subsidiaries
and investors.
Prospectus Summary, page 1
6.Please revise to describe any contracts or arrangements between you and your
subsidiaries, including those that affect the manner in which you operate, impact your
economic rights, or impact your ability to control your subsidiaries.
7.We note your disclosure on page 25 that "[you] are advised by Hong Kong counsel,

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Stevenson, Wong & Co., that the Company is not required to obtain permission or
approval from Hong Kong authorities to register and offer the securities to foreign
investors or list and trade on a U.S. or other foreign exchange." Please revise to provide
such disclosure in this section and balance that disclosure with a discussion of the possible
ramifications if you did become subject to PRC laws/authorities, including that you could
incur material costs to ensure compliance, be subject to fines, experience devaluation of
securities or delisting, no longer conduct offerings to foreign investors, and no longer be
permitted to continue your current business operations. To the extent applicable, 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 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. Provide the basis for your
conclusions.
8.We note that the CSRC has recently announced regulations that outline the terms under
which China-based companies can conduct offerings and/or list overseas. Revise your
disclosure to reflect these recent events and explain how the regulations apply to you and
your ability to operate and offer securities.
9.Please revise to explain what you mean by the statement that you are one of the "top
premium choices," and how you determine that you are a top choice in the relevant
industry.
Our Growth Strategy, page 3
10.Please revise to provide the basis for your claim of a proven track record in Hong Kong,
which you plan to leverage to further expand overseas. Make conforming changes
throughout the document. Please also disclose here, and elsewhere as appropriate, your
timeline for establishing offices in the other markets listed here and any steps you have
taken toward expanding into such markets.
Transfers of Cash to and from Our Subsidiary, page 5
11.We note your disclosure that you may rely on dividends or payments to be paid by your
Hong Kong subsidiaries to fund its cash and financing requirements; and that your Hong
Kong subsidiaries are also permitted under the laws of Hong Kong to transfer funds to
QMMM Holdings. Please revise to state whether any such transfers, dividends, or
distributions have been made to date, and if not, so state. Quantify any cash flows and

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Bun Kwai
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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 have 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. Provide cross-references to
the consolidated financial statements.
Summary of Risk Factors, page 8
12.Please revise to provide a cross-reference to each relevant individual detailed risk factor.
Risks Relating to Doing Business in Hong Kong, page 9
13.Please revise your summary of risk factors to further expand your disclosure about the
risks that your corporate structure and being based in or having the majority of the
company’s operations in Hong Kong poses to investors, as you do on page 24. 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.
Risk Factors, page 11
14.Please revise to add a risk factor to address your disclosure on page 48 and 71 about your
"continuing project backlog" and how this will affect your ability to obtain and retain
customers and projects, which you include among your key factors that affect operating
results.
Higher customer concentration..., page 14
15.You state that revenue from your largest customer in 2021 and 2022 was 30.4% and
34.8% of total revenues, respectively.  To the extent material, please disclose in an
appropriate section the name of this customer as well as the material terms of any
agreements with such customer.  Please file such agreements as exhibits to the registration
statement, or tell us why you believe you are not required to do so.

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Risk Relating to Doing Business in Hong Kong
We may become subject to a variety of PRC laws and other obligations regarding overseas
listing rules and data security,..., page 24
16.We note your disclosure about 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, and that as confirmed by your PRC counsel,
Guangdong Wesley Law Firm, these new laws and guidelines have not impacted the
Company’s ability to conduct its business, offering securities to foreign investors, or list
and trade on a U.S. or other foreign exchange. Please revise to explain to what extent you
believe that you are compliant with the regulations or policies that have been issued by the
CAC to date. Additionally, please revise to clarify that you have relied upon
an opinion of counsel with respect to your conclusions.
Capitalization, page 37
17.Please tell us your consideration of including short-term bank loans as a component of
your total capitalization as of September 30, 2022.  Refer to Item 3.B of Form 20-F.
Enforceability of Civil Liabilities, page 41
18.Please revise to identify the directors, executive officers, and members of senior
management that are located in China and Hong Kong.
Critical Accounting Policies and Management Estimates, page 55
19.For critical accounting estimates, this disclosure should supplement, but not duplicate, the
description of accounting policies or other disclosures in the notes to the financial
statements. Critical accounting estimates are those estimates made in accordance with
generally accepted accounting principles that involve a significant level of estimation,
uncertainty and have had, or are reasonably likely to have, a material impact on the
financial condition or results of operations. Please clarify or revise. Please refer to Item
5.E of Form 20-F and SEC Release No. 33-8350.
Technologies and Intellectual Property, page 72
20.For each of the patents you own, please disclose the type of patent protection (e.g.,
composition of matter, use or process) and the expiration dates.
Compensation of Directors and Executive Officers, page 80
21.Your disclosure notes the compensation paid to your "executive officer for his services,"
which suggests the disclosure is only for one executive officer.  Please ensure that you
disclose compensation paid to all members of your administrative, supervisory or
management bodies.  We note in this regard that you list multiple executive officers on
page 78.  See Item 6.B. of Form 20-F.

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Related Party Transactions, page 85
22.Please update the disclosure so that it reflects the related party transactions as of the date
of the document, as opposed to during your latest fiscal year end.  Refer
to Item 7.B of Form 20-F.
Note 2. Summary of Significant Accounting Policies
Revenue Recognition, page F-13
23.Please clarify the terms of your contract use to determine the transaction price.  In this
regard, please disclose if your contracts are fixed price, time and materials or include any
variable consideration.  Refer to ASC 606-10-50-20.
24.We note your disclosure that the key performance obligation is identified as single
performance obligation to display finished content to the public or targeted audience at the
physical location or online platform.  Please provide us with your detailed analysis of how
you concluded you only have one performance obligation under your contracts.  Also,
please tell us if your contracts are typically satisfied in one year or less.   Refer to ASC
606-10-25-14 thru 25-22.
Note 14. Provision For Income Taxes, page F-23
25.Please tell us your consideration of including the disclosures required by ASC 740-10-50-
2 and 50-3.
General
26.Please supplementally provide us with copies of all written communications, as defined in
Rule 405 under the Securities Act, that you or anyone authorized to do so on your behalf,
present to potential investors in reliance on Section 5(d) of the Securities Act, whether or
not they retain copies of the communications. Please contact the staff member associated
with the review of this filing to discuss how to submit the materials, if any, to us for our
review.
            You may contact Tony Watson at 202-551-3318 or Joel Parker at 202-551-3651 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Jennie Beysolow at 202-551-8108 or Erin Jaskot at 202-551-3442 with any other
q