October 22, 2024

Yin Yan
Chief Executive Officer
Marwynn Holdings, Inc.
12 Chrysler Unit C
Irvine, CA 92618

       Re: Marwynn Holdings, Inc.
           Amendment No. 1 to Draft Registration Statement on Form S-1
           Submitted September 26, 2024
           CIK No. 0002030522
Dear Yin Yan:

     We have reviewed your amended draft registration statement and have the
following
comment(s).

       Please respond to this letter by providing the requested information and
either
submitting an amended draft registration statement or publicly filing your
registration
statement on EDGAR. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

       After reviewing the information you provide in response to this letter
and your
amended draft registration statement or filed registration statement, we may
have additional
comments. Unless we note otherwise, any references to prior comments are to
comments in
our September 6, 2024 letter.

Amendment No. 1 to Draft Registration Statement on Form S-1
Corporate History and Structure, page 3

1.     We note your revised disclosure on page 47 in response to prior comment
5. Please
       make similar revisions to Note 9 - Loans Payable in your Notes to
Consolidated
       Financial Statements.
Business
Indoor Home Improvement Solutions, page 59

2.     We note your response to prior comment 13. You state assembly is part of
employees
       daily job duties, and there is no additional cost for assembly other
than employees
 October 22, 2024
Page 2

       regular salary, which are recorded in G&A expenses. The cost basis of
inventory
       should include all expenditures and charges directly or indirectly
incurred in bringing
       an article (of inventory) to its existing condition and location prior
to sale. This
       includes materials, labor, variable production overheads, and an
allocation of fixed
       overheads. General and administrative expenses are period charges,
except for the
       portion of such expenses that may be clearly related to production and
thus constitute
       a part of inventory costs (product charges). Refer to ASC 330-10-30-1 to
30-8. We
       believe you should reassess your accounting for the cost basis of your
inventory and,
       therefore, cost of revenue to ensure it includes appropriate amounts of
assembly labor
       and overhead.
Consolidated Financial Statements, page F-1

3.     Please update your financial statements in accordance with Rule 8.08 of
Regulation S-
       X.
Part II - Information Not Required in Prospectus
Item 15. Recent Sales of Unregistered Securities, page II-2

4.     We note your response and the exhibit filed in response to prior comment
19. Please
       also revise your disclosure in the registration statement to identify
the individual
       investors with whom you entered into subscription agreements.
       Please contact Patrick Kuhn at 202-551-3308 or Lyn Shenk at 202-551-3380
if you
have questions regarding comments on the financial statements and related
matters. Please
contact Alyssa Wall at 202-551-8106 or Taylor Beech at 202-551-4515 with any
other
questions.



                                                              Sincerely,

                                                              Division of
Corporation Finance
                                                              Office of Trade &
Services
cc:   John Yung