SecProbe.io

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 QMMM
HOLDINGS LIMITED

 VIA
EDGAR

 June
17, 2025

 U.S.
Securities and Exchange Commission

 Division
of Corporation Finance

 100
F Street, N.E.

 Washington,
D.C. 20549

 Attn:
Eddie Kim

 Re:
 QMMM Holdings Ltd. (CIK No. 0001971542)

 Request for Acceleration

 Registration Statement on Form F-1, as amended (File
 No. 333-287066)

 Ladies
and Gentlemen:

 Pursuant
to Rule 461 of the General Rules and Regulations of the Securities and Exchange Commission under the Securities Act of 1933, as amended
(the "Securities Act"), QMMM Holdings Ltd. (the "Company") hereby requests that the effectiveness of the above-referenced
Registration Statement on Form F-1, as amended (the " Form F-1 Registration Statement ") be accelerated to, and that
the Form F-1 Registration Statement become effective at, 9:00 a.m., Eastern Time on June 20, 2025, or as soon thereafter as practicable.

 Very truly yours,

 QMMM Holdings Ltd.

 By:
 /s/
 Bun Kwai

 Name:
 Bun Kwai

 Title:
 Chief Executive Officer
 and Chairman of the Board of the Directors

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 PACIFIC
CENTURY SECURITIES, LLC

 60-20
Woodside Avenue Ste 211

 Queens,
NY 11377

 June
17, 2025

 VIA
EDGAR

 Division
of Corporation Finance

 Office
of Trade & Services

 U.S.
Securities and Exchange Commission

 100
F Street, NE

 Washington,
D.C., 20549

 Attn:
Eddie Kim

 Re:
 QMMM
 Holdings Ltd

 Registration
 Statement on Form F-1 (File No. 333-287066)

 Request
 for Acceleration of Effectiveness

 Dear
Ladies and Gentlemen:

 In
accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, (the "Act"),
we hereby join the Company's request for acceleration of the above-referenced Registration Statement, requesting effectiveness
for 9:00 a.m., Eastern Time, on June 20, 2025, or as soon thereafter as practicable.

 Pursuant
to Rule 460 under the Act, we wish to advise you that the underwriters have distributed as many copies of the Preliminary Prospectus
dated May 8, 2025 to underwriters, dealers, institutions and others as appears to be reasonable to secure adequate distribution of the
Preliminary Prospectus.

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

 Very
 truly yours,

 As
 representative of placement agents

 PACIFIC
 CENTURY SECURITIES, LLC

 By:
 /s/
 Francis Ong

 Name:
 Francis
 Ong

 Title:
 Chairman
 and CEO

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 24, 2025

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 April 18, 2025
 CIK No. 0001971542
Dear Bun Kwai:

 This is to advise you that we do not intend to review your registration
statement.

 We request that you publicly file your registration statement at least
two business
days prior to the requested effective date and time. Please refer to Rules 460
and 461
regarding requests for acceleration. 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 Eddie Kim at 202-551-8713 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
cc: Jeffrey Yeung
</TEXT>
</DOCUMENT>

CORRESP
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QMMM
HOLDINGS LIMITED

VIA
EDGAR

September
11, 2024

U.S.
Securities & Exchange Commission

Division
of Corporation Finance

Office
of Trade & Services

Washington,
D.C. 20549

Attn:
Cara [*]

    Re:
    QMMM
                                            HOLDINGS LIMITED

    Registration
    Statement on Form F-1

    Filed
    September 6, 2024, as amended

    File
    No. 333-281961

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, QMMM HOLDINGS LIMITED hereby requests acceleration of effectiveness of the
above referenced Registration Statement so that it will become effective at 5:00 p.m. ET on September 13, 2024, or as soon as thereafter
practicable.

    Very
    truly yours,

    /s/
    Bun Kwai

    Bun
                                            Kwai

    Chief
    Executive Officer and

    Chairman
    of the Board of Director

    (Principal
    Executive Officer)

    cc:
    Loeb
    & Loeb LLP

September 3, 2024
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 August 29, 2024
CIK No. 0001971542
Dear Bun Kwai:
            This is to advise you that we do not intend to review your registration statement.
            We request that you publicly file your registration statement no later than 48 hours prior to
the requested effective date and time. Please refer to Rules 460 and 461 regarding requests for
acceleration. 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 Cara Wirth at 202-551-7127 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Jeffrey Yeung

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QMMM
HOLDINGS LIMITED

VIA
EDGAR

June
26, 2024

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

    Attn:
    Tony
    Watson

    Joel
    Parker

    Kate
    Beukenkamp

    Dietrich
    King

    Re:
    QMMM
    Holdings Ltd. (CIK No. 0001971542)

    Request
    for Acceleration

    Registration
    Statement on Form F-1, as amended (File No. 333-274887)

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations of the Securities and Exchange Commission under the Securities Act of 1933, as amended
(the “Securities Act”), QMMM Holdings Ltd. (the “Company”) hereby requests that the effectiveness of the above-referenced
Registration Statement on Form F-1, as amended (the “Form F-1 Registration Statement”) be accelerated to, and that
the Form F-1 Registration Statement become effective at, 4:00 p.m., Eastern Time on June 28, 2024, or as soon thereafter as practicable.

If
there is any change in the acceleration request set forth above, the Company will promptly notify you of the change, in which case the
Company may be making an oral request of acceleration of the effectiveness of the Registration Statements in accordance with Rule 461
of Regulation C. Such request may be made by an executive officer of the Company or by any attorney from the Company’s U.S. counsel,
FisherBroyles, LLP.

The
Company understands that the representative of the underwriters, on behalf of the prospective underwriters of the offering, have joined
in this request in a separate letter filed with the Securities and Exchange Commission (the “Commission”) today.

The
Company hereby acknowledges the following:

    ●
    should
    the Commission or the staff of the Commission (the “Staff”), acting pursuant to delegated authority, declare the filing
    effective, it does not foreclose the Commission from taking any action with respect to the filing;

    ●
    the
    action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve
    the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

    ●
    the
    Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission
    or any person under the federal securities laws of the United States.

    Very
    truly yours,

    QMMM
    Holdings Ltd.

    By:
    /s/
    Bun Kwai

    Name:

    Bun
    Kwai

    Title:
    Chief
    Executive Officer and Chairman of the Board of the Directors

CORRESP
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WallachBeth
Capital LLC

VIA
EDGAR

June
26, 2024

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

    Attn:
    Tony
    Watson

    Joel
                                            Parker

    Kate
    Beukenkamp

    Dietrich
    King

    Re:
    QMMM
    Holdings Ltd. (CIK No. 0001971542)

    Request
    for Acceleration

    Registration
    Statement on Form F-1, as amended (File No. 333-274887)

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as
amended, WallachBeth Capital, LLC, as representative of the underwriters, hereby requests acceleration of the effective date of the above-referenced
Registration Statement so that it will become effective at 4:00 p.m., Washington D.C. time, on Friday, June 28, 2024, or as soon thereafter
as practicable.

Pursuant
to Rule 460 under the Act, we wish to advise you that we have distributed as many copies of the Preliminary Prospectus dated June 25,
2024, to selected dealers, institutions and others as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

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

Very
truly yours,

WallachBeth
Capital, LLC

    By:
    /s/
    Eric Schweitzer

    Name:
    Eric
    Schweitzer

    Title:
    Chief Compliance Officer

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QMMM
Holdings Ltd.

May
20, 2024

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Trade & Services

100
F Street, N.E.

Washington,
D.C. 20549

    Attn:
    Tony Watson

    Joel Parker

    Kate Beukenkamp

    Dietrich King

    Re:
    QMMM Holdings Ltd.

    Amendment No. 4 to Registration Statement on Form
    F-1

    Filed May 13, 2024

    File No. 333-274887

Ladies
and Gentlemen:

On
behalf of our client, QMMM Holdings Limited, a foreign private issuer organized under the laws of Cayman Islands (the “Company”),
we are submitting this letter and the following information in response to a letter, dated May 16, 2024, from the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) with respect to the Company’s Registration
Statement on Form F-1/A (the “Registration Statement”) filed with the Commission on May 13, 2024. Concurrently
with the submission of this letter, the Company is filing herewith Amendment No. 5 to registration statement on Form F-1 (the “Amended
Registration Statement”) and certain exhibits via EDGAR to the Commission.

The
Staff’s comments are repeated below in bold and are followed by the Company’s responses. We have included page references
in the Amended Registration Statement where the language addressing a particular comment appears. Capitalized terms used in this letter
but otherwise not defined herein shall have the meanings ascribed to such terms in the Amended Registration Statement.

In
addition to revising the disclosure in response to the Staff’s comments, the Company has also included other information and data
to reflect recent developments.

Amendment
No. 4 to Registration Statement on Form F-1 filed May 13, 2024

Risk
Factors, page 12

1.
We note your new disclosure on page 99 of the Underwriting section regarding the restriction on continuous offering. Please add a
new risk factor to address the potential risks to your liquidity as a result of this provision. The risk factor should note your
need to obtain written approval from Revere Securities, LLC, and should clarify whether the right to withhold such approval is
absolute. The risk factor should also note the length of the restriction and clarify whether the parties intend for the restriction
to encompass secondary offerings (i.e., resale transactions by selling security holders, such that the registrant may be unable to
register the resale of securities it sold via an exemption from registration under the Securities Act). In addition, the risk factor
should note the potential costs or obligations associated with obtaining approval from Revere Securities, LLC to engage in a
transaction covered by the provision. Finally, please update the description of the provision on page 99 to reflect the substance of
the information contained in the new risk factor.

Response:
We have add a new risk factor on page 24 to address the potential risks to our liquidity as a result of restriction on continuous
offering. The risk factor has noted we need to obtain written consent from the underwriter and it has the absolute right to withhold
such consent. The risk factor also noted the length of the restriction and clarify the restriction does not encompass resale transactions
by security holders and the registration for the resale of securities sold by the Company via an exemption from registration under the
Securities Act. In addition, the risk factor noted the potential costs or obligations associated with obtaining approval from the underwriter
to engage in a transaction covered by the provision. We also updated the description of the provision on page 99 to reflect the substance
of the information contained in the new risk factor on page 24.

We
thank the Staff for its review of the foregoing and the Amended Registration Statement. If you have further comments, please feel free
to contact our counsel Jeffrey Li at Jeffrey.li@fisherbroyles.com or by telephone at (703) 618-2503.

    Very truly yours,

    /s/ Bun
    Kwai

    Bun Kwai, Chief Executive Officer

    Enclosures

    cc:
    Jeffrey Li

    FisherBroyles, LLP

    2

United States securities and exchange commission logo
May 16, 2024
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
Amendment No. 4 to Registration Statement on Form F-1
Filed May 13, 2024
File No. 333-274887
Dear Bun Kwai:
            We have reviewed your amended registration statement and have the following
comment(s).
            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. Unless we note otherwise,
any references to prior comments are to comments in our April 10, 2024 letter.
Amendment No. 4 to Registration Statement on Form F-1 filed May 13, 2024
Risk Factors, page 12
1.We note your new disclosure on page 99 of the Underwriting section regarding the
restriction on continuous offering. Please add a new risk factor to address the potential
risks to your liquidity as a result of this provision. The risk factor should note your need to
obtain written approval from Revere Securities, LLC, and should clarify whether the right
to withhold such approval is absolute. The risk factor should also note the length of the
restriction and clarify whether the parties intend for the restriction to encompass
secondary offerings (i.e., resale transactions by selling security holders, such that the
registrant may be unable to register the resale of securities it sold via an exemption from
registration under the Securities Act). In addition, the risk factor should note the potential
costs or obligations associated with obtaining approval from Revere Securities, LLC to

 FirstName LastNameBun Kwai
 Comapany NameQMMM Holdings Ltd
 May 16, 2024 Page 2
 FirstName LastName
Bun Kwai
QMMM Holdings Ltd
May 16, 2024
Page 2
engage in a transaction covered by the provision. Finally, please update the description of
the provision on page 99 to reflect the substance of the information contained in the new
risk factor.

            Please 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
Kate Beukenkamp at 202-551-3861 or Dietrich King at 202-551-8071 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Jeffrey Li, Esq.

CORRESP
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QMMM
Holdings Ltd.

April
22, 2024

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Trade & Services

100
F Street, N.E.

Washington,
D.C. 20549

    Attn:
    Tony
    Watson

    Joel
    Parker

    Kate
    Beukenkamp

    Dietrich
    King

    Re:
    QMMM
    Holdings Ltd.

    Amendment
    No. 2 to Registration Statement on Form F-1

    Filed
    March 25, 2024

    File
    No. 333-274887

Ladies
and Gentlemen:

On
behalf of our client, QMMM Holdings Limited, a foreign private issuer organized under the laws of Cayman Islands (the “Company”),
we are submitting this letter and the following information in response to a letter, dated April 10, 2024, from the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) with respect to the Company’s Registration
Statement on Form F-1/A (the “Registration Statement”) filed with the Commission on March 25, 2024. Concurrently
with the submission of this letter, the Company is filing herewith Amendment No. 3 to registration statement on Form F-1 (the “Amended
Registration Statement”) and certain exhibits via EDGAR to the Commission.

To
facilitate your review, we have separately delivered to you a courtesy copy of the Amended Registration Statement, marked to show changes
to the Registration Statement filed with the Commission on March 25, 2024.

The
Staff’s comments are repeated below in bold and are followed by the Company’s responses. We have included page references
in the Amended Registration Statement where the language addressing a particular comment appears. Capitalized terms used in this letter
but otherwise not defined herein shall have the meanings ascribed to such terms in the Amended Registration Statement.

In
addition to revising the disclosure in response to the Staff’s comments, the Company has also included other information and data
to reflect recent developments.

Amendment
No. 2 to Registration Statement on Form F-1

Cover Page

 1. We
                                            note your response to prior comment 1 and reissue in part. Please revise your disclosure,
                                            as appropriate, to reflect the amount due to ManyMany Creation by the holding company for
                                            the payment of salaries of executive officers. In this regard, we note your Compensation
                                            of Directors and Executive Officers disclosure on page 79 and your Related Party disclosure
                                            on page 84 reflect expense for executive officer salaries of $181,787, whereas your cover
                                            page disclosure and page 4 of your prospectus summary disclosure reflect an amount of $45,773.
                                            Please reconcile.

Response:
We have revised and updated disclosure on cover page and page 4 for the payment of salaries of executive officer amounting $181,787
as stated under Compensation of Directors and Executive Officers disclosure on page 79 and Related Party disclosure on page 84.

We
thank the Staff for its review of the foregoing and the Amended Registration Statement. If you have further comments, please feel free
to contact our counsel Jeffrey Li at Jeffrey.li@fisherbroyles.com or by telephone at (703) 618-2503.

    Very
    truly yours,

    /s/
    Bun Kwai

    Bun
    Kwai, Chief Executive Officer

    Enclosures

    cc:
    Jeffrey
    Li

    FisherBroyles,
    LLP

    2

United States securities and exchange commission logo
April 10, 2024
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
Amendment No. 2 to Registration Statement on Form F-1
Filed March 25, 2024
File No. 333-274887
Dear Bun Kwai:
            We have reviewed your amended registration statement and have the following
comment(s).
            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. Unless we note otherwise,
any references to prior comments are to comments in our December 15, 2023 letter.
Amendment No. 2 to Registration Statement on Form F-1
Cover Page
1.We note your response to prior comment 1 and reissue in part. Please revise your
disclosure, as appropriate, to reflect the amount due to ManyMany Creation by the
holding company for the payment of salaries of executive officers. In this regard, we note
your Compensation of Directors and Executive Officers disclosure on page 79 and your
Related Party disclosure on page 84 reflect expense for executive officer salaries
of $181,787, whereas your cover page disclosure and page 4 of your prospectus summary
disclosure reflect an amount of $45,773. Please reconcile.

 FirstName LastNameBun Kwai
 Comapany NameQMMM Holdings Ltd
 April 10, 2024 Page 2
 FirstName LastName
Bun Kwai
QMMM Holdings Ltd
April 10, 2024
Page 2
            Please 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
Kate Beukenkamp at 202-551-3861 or Dietrich King at 202-551-8071 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Jeffrey Li, Esq.

CORRESP
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QMMM
Holdings Ltd.

March
25, 2024

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Trade & Services

100
F Street, N.E.

Washington,
D.C. 20549

    Attn:
    Tony
    Watson

    Joel
    Parker

    Jennie
    Beysolow

    Dietrich
    King

    Re:
    QMMM
    Holdings Ltd.

    Registration
    Statement on Form F-1

    Filed
    December 1, 2023

    File
    No. 333-274887

Ladies
and Gentlemen:

On
behalf of our client, QMMM Holdings Limited, a foreign private issuer organized under the laws of Cayman Islands (the “Company”),
we are submitting this letter and the following information in response to a letter, dated December 15, 2023, from the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) with respect to the Company’s Registration
Statement on Form F-1/A (the “Registration Statement”) filed with the Commission on December 1, 2023. Concurrently
with the submission of this letter, the Company is filing herewith Amendment No. 2 to registration statement on Form F-1 (the “Amended
Registration Statement”) and certain exhibits via EDGAR to the Commission.

To
facilitate your review, we have separately delivered to you a courtesy copy of the Amended Registration Statement, marked to show changes
to the Registration Statement filed with the Commission on December 1, 2023.

The
Staff’s comments are repeated below in bold and are followed by the Company’s responses. We have included page references
in the Amended Registration Statement where the language addressing a particular comment appears. Capitalized terms used in this letter
but otherwise not defined herein shall have the meanings ascribed to such terms in the Amended Registration Statement.

In
addition to revising the disclosure in response to the Staff’s comments, the Company has also included other information and data
to reflect recent developments.

Amendment
No.1 to Registration Statement on Form F-1

Cover page

1.
We note your revised disclosure in response to prior comment 2 and reissue in part. Please revise to quantify the “amount due
to ManyMany Creation by the holding company for the payment of certain expenses including expenses for this offering,” and provide
cross- references to the consolidated financial statements. Additionally, on the cover page provide a cross-reference to the related
disclosure in the summary risk factors.

Response:
We have revised disclosure on cover page and page 4 to state that there has been no cash flows and transfers of assets between the
holding company and its subsidiaries other than amount due to ManyMany Creation by the holding company for the payment of certain expenses,
including expenses for this offering for $1,219,447 which shown in related party transactions and salaries of executive officers of the
Company for $181,787 as of end of the fiscal year 2023. We also provided cross- references to the consolidated financial statements and
a cross-reference to the related disclosure in the summary risk factors on the cover page.

Prospectus
Summary

Our
Growth Strategy, page 3

2.
We note your revised disclosure in response to prior comment 3. Please revise to provide disclosure in the prospectus summary section,
as you do on page 26, about the requisite permissions or approvals received or denied; and the consequences to you, investors, and your
subsidiaries. Provide the basis for these conclusions and, if applicable, name and file as an exhibit a consent of counsel.

Response:
We have revised to provide disclosure on page 3 about the requisite permissions or approvals received or denied; and the consequences
to us, investors, and our subsidiaries as we did on page 26. We also provided such conclusion is based upon advice by our Hong Kong counsel,
Stevenson, Wong & Co. and will file a consent of the counsel as an exhibit.

Capitalization,
page 38

3.
We note your response to prior comment 5. The $7.1 million net proceeds from the offering used to adjust additional paid in capital
is not consistent with the $1.4 million total expenses related to the offering excluding underwriting discounts noted on page 107. Please
clarify or revise. This comment also applies to your disclosure under Use of Proceeds on page 37.

Response:
We have revised expenses relating to this offering on page 103, net proceeds from the offering on page 38, capitalization
on page 39 and dilution on page 40.

4.
We note your response to prior comment 6. Please remove your disclosure of the amounts related to “if the underwriter exercises
in full their over-allotment option,” or explain to us why you consider this transaction probable of occurring. This comment also
applies to your disclosure under Dilution on page 40.

Response:
We have removed our disclosure of the amounts related to “if the underwriter exercises in full their over-allotment option”
on page 39 and page 41.

We
thank the Staff for its review of the foregoing and the Amended Registration Statement. If you have further comments, please feel free
to contact our counsel Jeffrey Li at Jeffrey.li@fisherbroyles.com or by telephone at (703) 618-2503.

    Very
    truly yours,

    /s/
    Bun Kwai

    Bun
    Kwai, Chief Executive Officer

    Enclosures

    cc:
    Jeffrey
    Li

    FisherBroyles,
    LLP

    2

United States securities and exchange commission logo
December 15, 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
Amendment No.1 to Registration Statement on Form F-1
Filed December 1, 2023
File No. 333-274887
Dear Bun Kwai:
            We have reviewed your amended 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. Unless we note otherwise,
any references to prior comments are to comments in our October 24, 2023 letter.
Amendment No.1 to Registration Statement on Form F-1
Cover page
1.We note your revised disclosure in response to prior comment 2 and reissue in part. Please
revise to quantify the “amount due to ManyMany Creation by the holding company for
the payment of certain expenses including expenses for this offering,” and provide cross-
references to the consolidated financial statements. Additionally, on the cover page
provide a cross-reference to the related disclosure in the summary risk factors.
Prospectus Summary
Our Growth Strategy, page 3
2.We note your revised disclosure in response to prior comment 3. Please revise to provide
disclosure in the prospectus summary section, as you do on page 26, about the requisite

 FirstName LastNameBun Kwai
 Comapany NameQMMM Holdings Ltd
 December 15, 2023 Page 2
 FirstName LastName
Bun Kwai
QMMM Holdings Ltd
December 15, 2023
Page 2
permissions or approvals received or denied; and the consequences to you, investors, and
your subsidiaries. Provide the basis for these conclusions and, if applicable, name and file
as an exhibit a consent of counsel.
Capitalization, page 38
3.We note your response to prior comment 5. The $7.1 million net proceeds from the
offering used to adjust additional paid in capital is not consistent with the $1.4 million
total expenses related to the offering excluding underwriting discounts noted on page
107. Please clarify or revise. This comment also applies to your disclosure under Use of
Proceeds on page 37.
4.We note your response to prior comment 6. Please remove your disclosure of the amounts
related to "if the underwriter exercises in full their over-allotment option," or explain to us
why you consider this transaction probable of occurring. This comment also applies to
your disclosure under Dilution on page 40.
            Please 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 Dietrich King at 202-551-8071 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Jeffrey Li, Esq.

CORRESP
1
filename1.htm

QMMM
Holdings Ltd.

December
1, 2023

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Trade & Services

100
F Street, N.E.

Washington,
D.C. 20549

    Attn:
    Tony
    Watson

    Joel
    Parker

    Jennie
    Beysolow

    Dietrich
    King

    Re:
    QMMM
    Holdings Ltd.

    Registration
    Statement on Form F-1

    Filed
    October 6, 2023

    File
    No. 333-274887

Ladies
and Gentlemen:

On
behalf of our client, QMMM Holdings Limited, a foreign private issuer organized under the laws of Cayman Islands (the “Company”),
we are submitting this letter and the following information in response to a letter, dated October 24, 2023, from the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) with respect to the Company’s Registration
Statement on Form F-1 (the “Registration Statement”) filed with the Commission on October 6, 2023. Concurrently
with the submission of this letter, the Company is filing herewith Amendment No. 1 to registration statement on Form F-1 (the “Amended
Registration Statement”) and certain exhibits via EDGAR to the Commission.

To
facilitate your review, we have separately delivered to you a courtesy copy of the Amended Registration Statement, marked to show changes
to the Registration Statement filed with the Commission on October 6, 2023.

The
Staff’s comments are repeated below in bold and are followed by the Company’s responses. We have included page references
in the Amended Registration Statement where the language addressing a particular comment appears. Capitalized terms used in this letter
but otherwise not defined herein shall have the meanings ascribed to such terms in the Amended Registration Statement.

In
addition to revising the disclosure in response to the Staff’s comments, the Company has also included other information and data
to reflect recent developments.

Registration
Statement on Form F-1 filed October 6, 2023

Cover page

1.
We note your response to prior comment 1 and reissue in part. Please revise, as you do under the prospectus summary, to clarify that
the percentage of total outstanding Ordinary Shares also represents the total percentage of voting power that the controlling stockholder
will hold after completion of the offering. In addition, please revise here to state, as you do on page 29, that you “do not intend
to rely on the corporate governance exemptions available to “controlled companies,” however, [you] may choose to rely on
such exemptions in the future.”

Response:
the Company has increased its offering size and plans to issue 1,600,000 new shares in the offering, which will reduce the total
percentage of voting power of Mr. Bun Kwai to 49.72%, assuming the Underwriter does not exercise its over-allotment option, or 49.01%
if the Underwriter exercises its over-allotment option in full. With such changes, the Company will not be considered as a “controlled
company” as defined under Nasdaq Stock Market Rules upon the completion of this offering.

    1

2.
We note your response to prior comment 4 and reissue in part. Please quantify here and on page 6 the amounts related to the intercompany
loans from ManyMany Creation to the holding company for the payment of certain expenses including expenses for this offering and salaries
of executive officers and provide cross-references to the consolidated financial statements. Additionally, 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 these other discussions.

Response:
We have revised disclosure and provided the amount due by the holding company to ManyMany Creation for the payment of certain expenses
including expenses for this offering and salaries of executive officers on cover page and pages 4 and 6. We have also changed wording
from “intercompany loans” to “amount due to” as ManyMany Creation and the holding company did not enter any loan
agreement for such payments.

We
amended our disclosure 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 us or our subsidiaries
by the PRC government to transfer cash or assets. We also provided cross-references to these other discussions on cover page.

Prospectus
Summary, page 1

3.
We note your response to prior comment 7 and revised disclosure on page 26. Please also provide such disclosure in the prospectus summary
section. Additionally, we note your disclosure on page 26 that you and your subsidiaries are “not required to obtain permission
or approval from Hong Kong authorities;” and “not covered by permissions requirements from CSRC, CAC or any other governmental
agency;” but also that you “have received all requisite permissions or approvals for [y]our business operations and no permission
or approval has been denied.” Clarify and disclose each required permission or approval that you or your subsidiaries have obtained
to operate your business and to offer the securities being registered to foreign investors.

Response:
We have provided disclosure on page 3 that we believe we are fully in compliance with the regulations or policies that have been
issued by the CAC and CSRC to date. As advised by our Chinese counsel, Guangdong Wesley Law Firm, that the Company and its subsidiaries
are not subject to the regulations and rules issued by CAC and CSRC.

We
also have disclosed on page 26, as advised by our Hong Kong counsel, Stevenson, Wong & Co., 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, and the Company have received all requisite permissions or approvals, i.e. certificates of incorporation and
business registration certificates that have been obtained by ManyMany Creation and Quantum Matrix in Hong Kong, for our business operations
and no permission or approval has been denied.

Capitalization,
page 38

4.
We note your response to prior comment 17. Please revise to add short-term bank loans and amounts due to shareholders as components of
your total capitalization as of March 31, 2023, or tell us why your presentation is appropriate. Refer to Item 3.B of Form 20-F.

Response:
We have revised disclosure to add short-term bank loans and amounts due to shareholders as components of our total capitalization
as of March 31, 2023 on page 38.

    2

5.
Your disclosure on page 37, Use of Proceeds, and on page 38 in the second bullet point related to deducting underwriting discounts, non-accountable
expense allowance and estimated offering expenses is not consistent with the balance presented for additional paid-in capital in the
As adjusted and As adjusted (Over-allotment option exercised in full) columns presented in your table. Please clarify or revise.

Response:
We have revised the As adjusted column in the table on page 38 and use of proceed in page 37.

6.
Please remove the column As adjusted (Over-allotment option exercised in full).

Response: We have removed the column As adjusted
(Over-allotment option exercised in full) on page 38.

Dilution,
page 39

7.
Your disclosure of adjusted net tangible book value as of March 31, 3023 of $3,899,151 on page 39 and $4,828,290 on page 40 is not consistent
with your disclosure on page 37, Use of Proceeds, and that changes in net tangible book deficit as of March 31, 2023 only give effect
to sale of ordinary shares offered in this offering after deducting underwriting discounts, non-accountable expense allowance and estimated
offering expenses. Please clarify or revise.

Response:
We have revised amount of net proceeds with and without exercise of over-allotment option under Use of Proceeds on page 39.

Enforceability
of Civil Liabilities, page 42

8.
We note your response to prior comment 18 and reissue. Please identify by name your directors, executive officers, and members of senior
management who are located in China and Hong Kong. In this regard, we note your disclosure that all of your executive officers, directors
and senior management (except for Mr. Anthony Chan who is located in the U.S) “are nationals or residents of jurisdictions other
than the United States.”

Response:
We have revised to identify by name our directors, executive officers, and members of senior management who are located in Hong Kong
and all our directors, executive officers and members of senior management are residents of Hong Kong, except for Mr. Anthony Chan who
is a resident of U.S. on page 42.

Management’s
Discussion and Analysis of Financial Condition and Results of Operations, page 52

9.
We note your response to prior comment 14. Please revise to further describe the material    terms of the signed
agreements you reference on page 47 and 49 in your discussion about a continuing project in the pipeline, and file such agreements as
exhibits, pursuant to Item 601(b)(10) of Regulation S-K. Finally, please add appropriate risk factor disclosure related to the completion
of this project and the impact to your liquidity and capital resources.

Response:
We have revised disclosure to further describe the material terms of the signed agreements for continuing projects in the pipeline
on page 47. Currently, we have 15 continuing projects of advertising and marketing productions to be completed in the next
six months to two years. Pursuant to Item 601(b)(10) (i)(A) and (ii) of Regulation S-K, every contract not made in the ordinary course
of business that is material to the registrant and is to be performed in whole or in part at or after the filing
of the registration statement or report will be considered as a Material Contract to be filed as an exhibit, and if the contract is such
as ordinarily accompanies the kind of business conducted by the registrant and its subsidiaries, it will be deemed to have
been made in the ordinary course of business and need not be filed unless it falls within one or more of the following categories.
Because these orders/agreements for the continuing projects were made in the ordinary course of business of the Company and did not fall within one of the categories under Item 601(b)(10)(ii),
we don’t plan to file them as exhibits to the Registration Statement.

We
have added risk factors on page 16 related to the completion of the projects and the impact to our liquidity and capital resources.

    3

Liquidity
and Capital Resources, page 57

10.
To the extent applicable, please disclose the nature, purpose, and material terms of any agreement with related parties to which you
indicate you have financed your operations and file any such agreement as an exhibit.

Response:
From time to time, Mr. Bun Kwai, a major shareholder, Chairman and Chief Executive Officer of the Company provided funds to the operations
of our subsidiaries and such advances have no agreement and are unsecured, non-interest bearing and repaid on demand. We have included
such disclosure on page 57.

Related
Party Transactions, page 89

11.
We note your response to prior comment 22 and reissue. Please update your disclosure so that it reflects the related party transactions
as of the date of the prospectus. Refer to Item7.B of Form 20-F.

Response:
We have updated our disclosure to reflect the related party transactions as of the date of the prospectus on page 89.

General

12.
Please update your financial statements, or file as an exhibit to the filing the necessary representations as to why such update is not
required. Refer to Item 8.A.4 of Form 20-F and Instruction 2 thereto.

Response:
the Company has filed exhibit 99.6 to request that the Commission waive the requirement of Item 8.A.4 of Form 20-F, which states
that in the case of a company’s initial public offering, the registration statement on Form F-1 must contain audited financial
statements of a date not older than 12 months from the date of the offering. In no event will the Company seek effectiveness of the Registration
Statement if its audited financial statements are older than 15 months at the time of the Company’s initial public offering.

We
thank the Staff for its review of the foregoing and the Amended Registration Statement. If you have further comments, please feel free
to contact our counsel Jeffrey Li at Jeffrey.li@fisherbroyles.com or by telephone at (703) 618-2503.

    Very
    truly yours,

    /s/
    Bun Kwai

    Bun
    Kwai, Chief Executive Officer

    Enclosures

    cc:
    Jeffrey
    Li

    FisherBroyles,
    LLP

    4

United States securities and exchange commission logo
October 24, 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
Registration Statement on Form F-1
Filed October 6, 2023
File No. 333-274887
Dear Bun Kwai:
            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 F-1 filed October 6, 2023
Cover page
1.We note your response to prior comment 1 and reissue in part. Please revise, as you do
under the prospectus summary, to clarify that the percentage of total outstanding Ordinary
Shares also represents the total percentage of voting power that the controlling
stockholder will hold after completion of the offering. In addition, please revise here to
state, as you do on page 29, that you “do not intend to rely on the corporate governance
exemptions available to “controlled companies,” however, [you] may choose to rely on
such exemptions in the future.”
2.We note your response to prior comment 4 and reissue in part. Please quantify here and on
page 6 the amounts related to the intercompany loans from ManyMany Creation to the
holding company for the payment of certain expenses including expenses for this offering
and salaries of executive officers and provide cross-references to the consolidated

 FirstName LastNameBun Kwai
 Comapany NameQMMM Holdings Ltd
 October 24, 2023 Page 2
 FirstName LastName
Bun Kwai
QMMM Holdings Ltd
October 24, 2023
Page 2
financial statements. Additionally, 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 these other discussions.
Prospectus Summary, page 1
3.We note your response to prior comment 7 and revised disclosure on page 26. Please also
provide such disclosure in the prospectus summary section. Additionally, we note your
disclosure on page 26 that you and your subsidiaries are “not required to obtain
permission or approval from Hong Kong authorities;” and “not covered by permissions
requirements from CSRC, CAC or any other governmental agency;” but also that you
“have received all requisite permissions or approvals for [y]our business operations and
no permission or approval has been denied.” Clarify and disclose each required
permission or approval that you or your subsidiaries have obtained to operate your
business and to offer the securities being registered to foreign investors.
Capitalization, page 38
4.We note your response to prior comment 17. Please revise to add short-term bank loans
and amounts due to shareholders as components of your total capitalization as of
March 31, 2023, or tell us why your presentation is appropriate. Refer to Item 3.B of Form
20-F.
5.Your disclosure on page 37, Use of Proceeds, and on page 38 in the second bullet point
related to deducting underwriting discounts, non-accountable expense allowance and
estimated offering expenses is not consistent with the balance presented for additional
paid-in capital in the As adjusted and As adjusted (Over-allotment option exercised in
full) columns presented in your table. Please clarify or revise.
6.Please remove the column As adjusted (Over-allotment option exercised in full).
Dilution, page 39
7.Your disclosure of adjusted net tangible book value as of March 31, 3023 of $3,899,151
on page 39 and $4,828,290 on page 40 is not consistent with your disclosure on page 37,
Use of Proceeds, and that changes in net tangible book deficit as of March 31, 2023 only
give effect to sale of ordinary shares offered in this offering after deducting underwriting
discounts, non-accountable expense allowance and estimated offering expenses. Please
clarify or revise.

 FirstName LastNameBun Kwai
 Comapany NameQMMM Holdings Ltd
 October 24, 2023 Page 3
 FirstName LastName
Bun Kwai
QMMM Holdings Ltd
October 24, 2023
Page 3
Enforceability of Civil Liabilities, page 42
8.We note your response to prior comment 18 and reissue. Please identify by name your
directors, executive officers, and members of senior management who are located in
China and Hong Kong. In this regard, we note your disclosure that all of your executive
officers, directors and senior management (except for Mr. Anthony Chan who is located in
the U.S) “are nationals or residents of jurisdictions other than the United States.”
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
52
9.We note your response to prior comment 14. Please revise to further describe the material
terms of the signed agreements you reference on page 47 and 49 in your discussion about
a continuing project in the pipeline, and file such agreements as exhibits, pursuant to Item
601(b)(10) of Regulation S-K. Finally, please add appropriate risk factor
disclosure related to the completion of this project and the impact to your liquidity and
capital resources.
Liquidity and Capital Resources, page 57
10.To the extent applicable, please disclose the nature, purpose, and material terms of any
agreement with related parties to which you indicate you have financed your
operations and file any such agreement as an exhibit.
Related Party Transactions, page 89
11.We note your response to prior comment 22 and reissue. Please update your disclosure so
that it reflects the related party transactions as of the date of the prospectus.  Refer to Item
7.B of Form 20-F.
General
12.Please update your financial statements, or file as an exhibit to the filing the necessary
representations as to why such update is not required. Refer to Item 8.A.4 of Form 20-F
and Instruction 2 thereto.
            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.

 FirstName LastNameBun Kwai
 Comapany NameQMMM Holdings Ltd
 October 24, 2023 Page 4
 FirstName LastName
Bun Kwai
QMMM Holdings Ltd
October 24, 2023
Page 4
            Please 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 Dietrich King at 202-551-8071 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Jeffrey Li, Esq.

CORRESP
1
filename1.htm

QMMM
Holdings Ltd.

October
6, 2023

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Trade & Services

100
F Street, N.E.

Washington,
D.C. 20549

    Attn:
    Tony
    Watson

    Joel
    Parker

    Jennie
    Beysolow

    Erin
    Jaskot

    Re:
    QMMM
                                            Holdings Ltd.

    Draft
    Registration Statement on Form F-1

    Submitted
    June 23, 2023

    CIK
    No. 0001971542

Ladies
and Gentlemen:

On
behalf of our client, QMMM Holdings Limited, a foreign private issuer organized under the laws of Cayman Islands (the “Company”),
we are submitting this letter and the following information in response to a letter, dated July 20, 2023, from the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) with respect to the Company’s Confidential
Draft Registration Statement on Form F-1 (the “Draft Registration Statement”) submitted to the Commission on
June 23, 2023. Concurrently with the submission of this letter, the Company is filing herewith its registration statement on Form F-1
(the “Registration Statement”) and certain exhibits via EDGAR to the Commission.

To
facilitate your review, we have separately delivered to you a courtesy copy of the Registration Statement, marked to show changes to
the Draft Registration Statement.

The
Staff’s comments are repeated below in bold and are followed by the Company’s responses. We have included page references
in the Registration Statement where the language addressing a particular comment appears. Capitalized terms used in this letter but otherwise
not defined herein shall have the meanings ascribed to such terms in the Registration Statement.

In
addition to revising the disclosure in response to the Staff’s comments, the Company has also included other information and data
to reflect recent developments.

    1

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, 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.

Response:
We have revised disclosure on cover page and in the prospectus summary that we are a controlled company with the percentage
of voting power that the controlling stockholder will hold after completion of the offering. We have also revised our risk factor to
discuss the effect, risks and uncertainties of being designated a controlled company on page 29.

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.

Response:
We have revised our closure on cover page to state that Chinese regulatory authorities could disallow this structure, which would
likely result in a material change in our operations and/or a material change in the value of the securities we are registering for sale,
including that it could cause the value of such securities to significantly decline or become worthless. We also provided a cross-reference
to our 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.

Response:
We have revised on cover page to disclose our auditor is headquartered in the U.S. and the Holding Foreign Companies Accountable
Act, as amended by the Consolidated Appropriations Act, 2023, and related regulations currently have not affected our company.
We also revised our prospectus summary to address the individual risk factors identified on the cover page.

    2

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.

Response:
There has been no cash flows and transfers of assets between the holding company and its subsidiaries other than intercompany loans
from ManyMany Creation to the holding company for the payment of certain expenses including expenses for this offering and salaries
of executive officers. None of our subsidiaries have made any dividend payment or distribution to our holding company as of
the date this response letter and they have no plans to make any distribution or dividend payment to the holding company in the
near future. Neither the Company nor any of its subsidiaries have made any dividends or distributions to U.S. investors as of
the date of this response letter. All our subsidiaries are in Hong Kong and BVI, there is no restrictions on foreign exchange
for our subsidiaries and holding company and they are able to transfer cash or assets among these entities, across borders and to US
investors. Also, there is no restrictions and limitations on the abilities for them to distribute earnings from their businesses, including
from subsidiaries to the parent company or from the holding company to the U.S. investors as well as the abilities to settle amounts
owed. However, PRC may impose greater restrictions on our Hong Kong subsidiaries’ abilities to transfer cash out of Hong Kong and
to the holding company, which could adversely affect our business, financial condition and results of operations. On the cover page and
in the prospectus summary, we also provided cross-references to 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.

Response:
We have revised disclosure on cover page to state that we do not have cash management policies that dictate how funds are transferred
between the holding company, our 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.

Response:
We have revised on page 1 to disclose that no contract or arrangement between the Company and its subsidiaries including those that
affect the manner in which we operate, impact our economic rights, or impact our ability to control our subsidiaries.

    3

7. We
                                            note your disclosure on page 25 that “[you] are advised by Hong Kong counsel, 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.

Response:
We have revised disclosure on page 26 to provide the possible ramifications if we did become subject to PRC laws/authorities, including
that we 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 our current business operations. Since we have no operation
or subsidiary in China, we or our subsidiaries are not required to obtain approvals from Chinese authorities to operate our business
and to offer the securities being registered to foreign investors. Also, we or our subsidiaries, are not covered by permissions requirements
from the China Securities Regulatory Commission (CSRC), Cyberspace Administration of China (CAC) or any other governmental agency. We
have received all requisite permissions or approvals for our business operations and no permission or approval has been denied. We also
disclosed if we or any of our subsidiaries do not receive or maintain permissions or approvals, inadvertently conclude that such permissions
or approvals are not required, or applicable laws, regulations, or interpretations change and we or our subsidiaries are required to
obtain such permissions or approvals in the future, it could significantly limit or completely hinder our ability to offer or continue
to offer our securities to investors and cause the value of our securities to significantly decline or become worthless.

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.

Response:
We have disclosed on page 26 that new overseas listing rules by CSRC issued on February 17, 2023 provide that the determination as
to whether a Chinese domestic company is indirectly offering and listing securities on an overseas market shall be made on a substance
over form basis, and if the issuer meets the following conditions, the offering and listing shall be determined as an indirect overseas
offering and listing by a Chinese domestic company: (i) any of the revenue, profit, total assets or net assets of the Chinese domestic
entity is

United States securities and exchange commission logo
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,

 FirstName LastNameBun Kwai
 Comapany NameQMMM Holdings Ltd
 July 20, 2023 Page 2
 FirstName LastNameBun Kwai
QMMM Holdings Ltd
July 20, 2023
Page 2
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,

 FirstName LastNameBun Kwai
 Comapany NameQMMM Holdings Ltd
 July 20, 2023 Page 3
 FirstName LastNameBun Kwai
QMMM Holdings Ltd
July 20, 2023
Page 3
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

 FirstName LastNameBun Kwai
 Comapany NameQMMM Holdings Ltd
 July 20, 2023 Page 4
 FirstName LastName
Bun Kwai
QMMM Holdings Ltd
July 20, 2023
Page 4
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.

 FirstName LastNameBun Kwai
 Comapany NameQMMM Holdings Ltd
 July 20, 2023 Page 5
 FirstName LastName
Bun Kwai
QMMM Holdings Ltd
July 20, 2023
Page 5
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.

 FirstName LastNameBun Kwai
 Comapany NameQMMM Holdings Ltd
 July 20, 2023 Page 6
 FirstName LastName
Bun Kwai
QMMM Holdings Ltd
July 20, 2023
Page 6
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