SecProbe.io

CORRESP
 1
 filename1.htm

 March 10 th , 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Re: MARWYNN HOLDINGS, INC.

 Registration Statement
on Form S-1 (File No. 333-284245) (the "Registration Statement")

 Request for Acceleration
of Effective Date

 Ladies and Gentlemen:

 In accordance with Rule 461 of the General Rules
and Regulations under the Securities Act of 1933, as amended, (the "Act"), American Trust Investment Services, Inc. as representative
of the underwriters of the offering, hereby joins the Company's request for acceleration of the above-referenced Registration Statement,
requesting effectiveness for 4:00 p.m., Eastern Time on March 11 th , 2024, or as soon thereafter as practicable.

 Pursuant to Rule 460 under the Securities Act,
please be advised that the underwriters have distributed as many copies of the preliminary prospectus dated February 18 th ,
2025 (the "Preliminary Prospectus") to prospective underwriters and dealers, institutional investors, retail investors and
others as appears to be reasonable to secure adequate distribution of the Preliminary Prospectus.

 The undersigned firm confirms that it has complied
with and will continue to comply with, and it has been informed or will be informed by participating dealers that they have complied with
or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended, in connection with the above-referenced
issue.

 If you have any questions regarding this request,
please contact our counsel Anthony DeMint of DEMINT LAW, PLLC, at 702- 714-0889 or anthony@demintlaw.com.

 Very truly yours,

 American Trust Investment Services

 By:
 /s/ Kristopher Kessler

 Name:
 Kristopher Kessler

 Title:
 Managing Director, Investment Banking

CORRESP
 1
 filename1.htm

 12 Chrysler Unit C

 Irvine, CA 92618

 March 10, 2025

 VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Re: MARWYNN HOLDINGS, INC.

 Registration Statement on Form S-1 (File No. 333-284245)

 Request for Acceleration of Effective Date

 Requested Date: March 11, 2025

 Requested Time: 4:00 p.m. Eastern Time

 Ladies and Gentlemen:

 In accordance with Rule 461 under the Securities Act
of 1933, as amended, the undersigned hereby respectfully requests that the effective date of its Registration Statement on Form S-1, as
amended, (File No. 333-284245) be accelerated so that the same will become effective at 4:00 p.m., Eastern Time, on March 11, 2025, or
as soon thereafter as is practicable.

 If you have any questions regarding this request,
please contact our counsel John P. Yung of Lewis Brisbois Bisgaard & Smith LLP at 916.646.8288.

 Very Truly Yours,

 MARWYNN HOLDINGS, INC.

 By:
 /s/ Yin Yan

 Name:
 Yin Yan

 Title:
 Chief Executive Officer

November 14, 2024
Yin Yan
Chief Executive Officer
Marwynn Holdings, Inc.
12 Chrysler Unit C
Irvine, CA 92618
Re:Marwynn Holdings, Inc.
Amendment No. 2 to Draft Registration Statement on Form S-1
Submitted November 4, 2024
CIK No. 0002030522
Dear Yin Yan:
            We have reviewed your amended draft registration statement and have the following
comment(s).
            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 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 the information you provide in response to this letter and your
amended draft registration statement or filed registration statement, we may have additional
comments. Unless we note otherwise, any references to prior comments are to comments in
our October 22, 2024 letter.
Amendment No. 2 to Draft Registration Statement on Form S-1
Dilution, page 38
1.Please revise your historical net tangible book value amount as of July 31, 2024, to
exclude deferred offering costs.
Business
Our Products, page 66
We note your response to prior comment 2. You state the majority of customers
purchase bulk boards without requesting assembly services and only occasionally do
you offer assembly service. However, your disclosure on page 66 states, "We 2.

November 14, 2024
Page 2
assemble these cabinets according to the client’s unique dimensions. Assembly of the
prefabricated boards is part of our employees’ daily job duties..." Please reconcile
these statements.
Notes to the consolidated financial statements
Note 2 - Summary of Significant Accounting Policies
Inventory, page F-10
3.Please revise to state, if true, that no assembly labor and overhead has been allocated
to inventory because amounts are not material.
            Please contact Patrick Kuhn at 202-551-3308 or Lyn Shenk at 202-551-3380 if you
have questions regarding comments on the financial statements and related matters. Please
contact Alyssa Wall at 202-551-8106 or Taylor Beech at 202-551-4515 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:John Yung

October 22, 2024
Yin Yan
Chief Executive Officer
Marwynn Holdings, Inc.
12 Chrysler Unit C
Irvine, CA 92618
Re:Marwynn Holdings, Inc.
Amendment No. 1 to Draft Registration Statement on Form S-1
Submitted September 26, 2024
CIK No. 0002030522
Dear Yin Yan:
            We have reviewed your amended draft registration statement and have the following
comment(s).
            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 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 the information you provide in response to this letter and your
amended draft registration statement or filed registration statement, we may have additional
comments. Unless we note otherwise, any references to prior comments are to comments in
our September 6, 2024 letter.
Amendment No. 1 to Draft Registration Statement on Form S-1
Corporate History and Structure, page 3
1.We note your revised disclosure on page 47 in response to prior comment 5. Please
make similar revisions to Note 9 - Loans Payable in your Notes to Consolidated
Financial Statements.
Business
Indoor Home Improvement Solutions, page 59
We note your response to prior comment 13. You state assembly is part of employees’
daily job duties, and there is no additional cost for assembly other than employees’ 2.

October 22, 2024
Page 2
regular salary, which are recorded in G&A expenses. The cost basis of inventory
should include all expenditures and charges directly or indirectly incurred in bringing
an article (of inventory) to its existing condition and location prior to sale. This
includes materials, labor, variable production overheads, and an allocation of fixed
overheads. General and administrative expenses are period charges, except for the
portion of such expenses that may be clearly related to production and thus constitute
a part of inventory costs (product charges). Refer to ASC 330-10-30-1 to 30-8. We
believe you should reassess your accounting for the cost basis of your inventory and,
therefore, cost of revenue to ensure it includes appropriate amounts of assembly labor
and overhead.
Consolidated Financial Statements, page F-1
3.Please update your financial statements in accordance with Rule 8.08 of Regulation S-
X.
Part II - Information Not Required in Prospectus
Item 15. Recent Sales of Unregistered Securities, page II-2
4.We note your response and the exhibit filed in response to prior comment 19. Please
also revise your disclosure in the registration statement to identify the individual
investors with whom you entered into subscription agreements.
            Please contact Patrick Kuhn at 202-551-3308 or Lyn Shenk at 202-551-3380 if you
have questions regarding comments on the financial statements and related matters. Please
contact Alyssa Wall at 202-551-8106 or Taylor Beech at 202-551-4515 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:John Yung

September 6, 2024
Yin Yan
Chief Executive Officer
Marwynn Holdings, Inc.
12 Chrysler Unit C
Irvine, CA 92618
Re:Marwynn Holdings, Inc.
Draft Registration Statement on Form S-1
Submitted August 12, 2024
CIK No. 0002030522
Dear Yin Yan:
            We have reviewed your draft registration statement and have the following comment(s).
            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 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 the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional comments.
Draft Registration Statement on Form S-1
Cover Page
1.Please clearly identify the holder of your Series A Super Voting Preferred Stock.
Additionally, please disclose Ms. Yin Yan's total voting power following the completion
of the offering and how much of her voting power will stem from the Series A Super
Voting Preferred Stock.
Our Growth Strategy, page 2
2.Please provide additional information regarding your intention to "[e]xplore international
expansion opportunities..." Specifically, please disclose whether the contemplated
opportunities include the acquisition of additional businesses.

September 6, 2024
Page 2
Prospectus Summary
Our Strength, page 2
3.We note your disclosure that you have "an established international presence and
network." To provide additional context to investors, please qualitatively or quantitatively
define what constitutes an established international presence and network and more
clearly discuss how that presence and network benefit the company.
Corporate History and Structure, page 3
4.We note you and your subsidiaries recently reorganized. To provide additional context to
investors, please disclose the identities of the stockholders who entered into the share
exchange agreements with Marwynn. Please also indicate whether any of the individuals
to whom Marwynn transferred shares are now beneficial owners of more than five percent
of the company's common stock. Please also indicate whether any of these agreements
constituted a related party transaction and provide the appropriate disclosure in your
"Certain Relationships and Related Party Transactions" section.
5.Please tell us the relationship, if any, between your business, KZS Kitchen Cabinet
& Stone Inc, and KZ Kitchen Cabinet & Stone Inc. based in San Jose, California.
Risk Factors
Risks Related to our Business and Industry
We may not be able to fully compensate for increases in fuel costs..., page 15
6.We note your disclosure regarding the impact of the conflict in Ukraine on fuel costs.
Please expand your risk factor and your disclosure in "Management's Discussion and
Analysis" to discuss whether the related increase in fuel prices materially impacted your
operations.
Food and Non-Alcoholic Beverages
A Substantial Percentage of Our Revenue is Dependent on One Customer, page 23
7.We note your disclosure stating that a large portion of your revenues are dependent on
one customer, and that the loss of such customer may materially and adversely affect your
revenues. Please identify the customer. We also note your disclosure on page 41 that "the
decrease in [y]our sales was primarily due to the reduced purchase orders by 46% from
Costco, one of [y]our largest customers." Include comparable disclosure in this risk factor.
Additionally, although you do not have a long-term purchase contract with the customer,
please ensure that you file, if applicable, any other material contracts with said customer
as exhibits to your filing. Refer to Item 601(b)(10) of Regulation S-K.
Home Improvement
Loss of one or more of our manufacturers..., page 23
8.We note your disclosure that you rely on three manufacturers to provide you with your
product. To the extent that loss of a particular manufacturer would have a material impact
on your business, please identify such manufacturer.

September 6, 2024
Page 3
Use of Proceeds, page 34
9.Please clearly identify the notes to which you are referring in your "Use of Proceeds"
section where you state: "[t]he terms of these notes carry no interest and are payable upon
demand by the holders."
Management's Discussion and Analysis of Financial Condition and Results of Operations
Key Factors that Affect Our Results of Operations, page 39
10.We note your disclosure on pages 20 and 26 that during 2023, "[you] experienced
significantly elevated commodity and supply chain costs including the cost of labor,
sourced goods, energy, fuel and other inputs necessary for the distribution of food and
non-alcoholic beverage products, and elevated levels of inflation may continue or worsen
and contribute to loss of revenue and gross profit margin in particular product categories,"
and that "a number of [y]our product categories have been impacted by inflation." Please
expand your disclosure here to clarify the how your business and results have been
affected and identify actions planned or taken, if any, to mitigate inflationary pressures.
Make conforming updates to your risk factor on page 20.
Results of Operations
Comparison of the years ended April 30, 2024 and 2023, page 42
11.Please ensure that all material factors discussed in your results of operations disclosure
are quantified and that the underlying reasons for each factor are fully analyzed.
Additionally, please quantify the effects of changes in both price and volume on sales and
service revenue and expense categories, where appropriate.
Debts
Loans from third party, page 47
12.Please identify the parties to the loan agreement entered into on June 9, 2020, as well as
describing the material terms of the agreement.
Business
Indoor Home Improvement Solutions, page 58
13.You disclose you offer indoor home improvement products (i.e., cabinets) sourced from
suppliers overseas. On your website, you state your cabinets are proudly assembled in the
United States. Please reconcile these statements and revise your filing, as appropriate. To
the extent you incur assembly costs, please disclose where such costs are classified on
your consolidated statements of income.
Certain Relationships and Related Party Transactions, page 78
14.We note your disclosure in this section only covers transactions since the beginning of
your last fiscal year. As you are a Smaller Reporting Company, please revise to also
include transactions during the fiscal year preceding the company's last fiscal year. Refer
to Instruction to Item 404(d) of Regulation S-K.

September 6, 2024
Page 4
Description of Capital Stock
Series A Super Voting Preferred Stock, page 80
15.Please disclose, if applicable, any sunset provisions that limit the lifespan of the Series A
Super Voting Preferred Stock, and whether the death of a Series A Super Voting Preferred
Stock stockholder or intra-family transfer of shares would require conversion of these
shares.
Notes to Consolidated Financial Statements
Note 1: Organization and Description of Business
Reorganization, page F-7
16.Please tell us in greater detail and disclose as appropriate why you consider the transfer of
ownership in FuAn, Grand Forest, and KZS to Marwynn as a reorganization of entities
under common control under ASC 805-50-15-6.
Note 2: Summary of Significant Accounting Policies
Revenue from sales of indoor home improvement products, page F-12
17.You state you derive revenue from sales of indoor home improvement products and that
revenue is recognized at a point in time when control of merchandise is transferred to the
customer. Please tell us whether you also provide installation services and, if so, revise to
disclose your accounting policy for revenue and costs associated with installation and
construction services. In this regard, we note from your website that you provide design
and remodeling estimates and on-site consultations with your construction team, which is
licensed.
Revenue from food and beverage sales, page F-12
18.Please tell us the nature of and your accounting for the Deduct from Invoice (“DFI”)
discount.
Part II - Information Not Required in Prospectus
Item 15. Recent Sales of Unregistered Securities, page II-2
19.Please identify the two individual investors with whom you entered into subscription
agreements and, if applicable, file the subscription agreements as exhibits, or explain why
you are not required to do so. Refer to Item 601(b)(10).
Exhibits
20.Please file any material leases, including those related to your headquarters, cabinet stores
or warehouses. Refer to Item 601(b)(10)(ii)(D) of Regulation S-K.

September 6, 2024
Page 5
General
21.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.
            Please contact Patrick Kuhn at 202-551-3308 or Lyn Shenk at 202-551-3380 if you have
questions regarding comments on the financial statements and related matters. Please contact
Alyssa Wall at 202-551-8106 or Taylor Beech at 202-551-4515 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:John Yung