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