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                            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
 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,
FirstName LastNameBun Kwai
                                                               Division of
Corporation Finance
Comapany NameQMMM Holdings Ltd
                                                               Office of Trade
& Services
December 15, 2023 Page 2
cc:       Jeffrey Li, Esq.
FirstName LastName