September 26, 2024

Zonghan Wu
Chief Executive Officer
Rocky Mountains Group Ltd
E 242 Bucklands Beach Road, Bucklands Beach
Auckland 2012, New Zealand

       Re: Rocky Mountains Group Ltd
           Registration Statement on Form S-1
           Filed August 30, 2024
           File No. 333-281852
Dear Zonghan Wu:

       We have reviewed your 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.

Registration Statement on Form S-1 filed August 30, 2024
Cover Page

1.     We note that your Chief Executive Officer, Mr. Zonghan Wu, currently
owns and controls
       100% of the voting power of your outstanding stock and will own and
control 71.43% of
       the voting power should he sell all of his shares. Please revise your
cover page disclosure
       to reflect the same. We note your risk factor beginning "Our President,
Zonghan Wu,
       owns and controls..." on page 6.
Risk Factors, page 4

2.     Please revise to provide a risk factor discussing your ability to
continue as a going
       concern. We note the discussion of the substantial doubt as to your
ability to continue as a
       going concern reflected in the report of your independent registered
public accountant as
       well as footnote 2 to your financial statements on page F-7.
 September 26, 2024
Page 2
Risks Relating to our Company and Our Industry
We may fail to establish and maintain strategic relationships., page 5

3.     We note your risk factor discussion here that you intend to seek out and
enter into
       strategic alliances and the challenges you may face entering into
"strategic partnerships"
       on commercially reasonable terms. We acknowledge that it appears that
this planned
       business activity is prospective; however, please revise to briefly
expand your discussion
       to describe with what types of parties you intend to seek, establish and
maintain these
       strategic relationships.
Our President, Zonghan Wu, owns and controls 100% of the voting power..., page
6

4.     It does not appear that Mr. Wu is selling any of his own shares in the
offering; therefore,
       please delete the reference to Mr. Wu "sell[ing] all of his shares
pursuant to the resale
       offering" or advise.
Our principal executive offices are located in New Zealand and our Company has
a non-U.S.
resident..., page 6

5.     Please revise your risk factor discussion here to briefly elaborate on
the specific
       limitations to the enforceability of civil liability provisions of U.S.
federal securities laws
       against the company's Officers and Directors. For example, discuss the
limitations
       specific to New Zealand or any other relevant jurisdictions as
applicable as we note that
       company assets are described as being located in foreign jurisdictions
(i.e., more than one
       jurisdiction).
We are an "emerging growth company" under the JOBS Act of 2012..., page 7

6.     Please revise your disclosure here and elsewhere as necessary to reflect
the current
       revenue threshold for remaining an emerging growth company (i.e., if
your revenues
       exceed $1.235 billion as compared to the $1 billion threshold currently
disclosed). Refer
       to Exchange Act Rule 12b-2.
Risks Relating to the Company's Securities
We do not intend to pay dividends on our common stock., page 8

7.     Please revise this risk factor to concisely explain how each risk
affects the registrant or
       the securities being offered. In this regard, we note that you state
that you have no
       intention to declare or pay any cash dividend; however the disclosure
does not address
       how this may impact you, your common stock, or stockholders. In this
regard, we note
       that there may be additional risk factors where this comment similarly
applies, for
       example, the risk factor beginning "[e]ven if our shares become publicly
quoted..." on
       page 9. Refer to Item 105 of Regulation S-K.
Description of Business
Session 1: Financial Management Knowledge, Tool and Resources, page 17

8.     Please revise your disclosure here and on pages 16 and 18 to provide
brief additional
       detail associated with the referenced "studies," such as the studies
showing that "New
       Zealanders lack sufficient confidence in their financial knowledge and
skills."
 September 26, 2024
Page 3
Marketing, page 19

9.     Please revise your disclosure to make clear that your website,
       www.rockymountainsgroup.com, is not currently operational and does not
appear to be
       meaningfully functional. Provide any revisions to address the timeline
or other context for
       when the website will be functional. We note that you intend to use your
website to assist
       in building and marketing your business.
Pricing, page 19

10.    We note that you generate revenues by providing PFL Seminar services to
New Zealand
       individuals and families and that this service operates on a flat fee,
currently proposed as
       $5,000 for each client. Further, we note that that to date you have
generated $10,000 in
       revenues from the offering of a single PFL Seminar. Please revise your
disclosure here
       and elsewhere throughout your registration statement as appropriate to
make clear
       whether "a client" refers to individuals, a family business involving
more than one
       individual, or both. Provide this information generally and in the
specific instance of the
       single PFL Seminar provided to date.
Dilution, page 21

11.    It appears your net tangible book value at May 31, 2024 is $(1,933).
Please revise this
       amount where shown here and related per share before the offering
amount.
Exhibits to Registration Statement, page 30

12.    Please include a consent of your auditor for the inclusion of their
report in this registration
       statement.
Report of Independent Registered Public Accounting Firm, page F2

13.    Please have your auditors revise their report to state, if true, the
procedures and opinion
       are for the period from July 25, 2023 (date of inception) to May 31,
2024 regarding all
       financial statements other than the balance sheet.
Notes to Financial Statements, page F7

14.    Please revise the notes to the financial statements to remove
duplication of the numbering
       of the notes.
Exhibit 5.1

15.    Please revise the first paragraph of the opinion to reflect the offering
accurately. In this
       regard, we note that the offering price is $.15 per share, and that the
offering is a primary
       offering by the company as opposed to a resale offering by selling
shareholders.

        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.
 September 26, 2024
Page 4

        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.

       Please contact Abe Friedman at 202-551-8298 or Doug Jones at
202-551-3309 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Kate Beukenkamp at 202-551-3861 or Lilyanna Peyser at 202-551-3222 with
any other
questions.



                                                           Sincerely,

                                                           Division of
Corporation Finance
                                                           Office of Trade &
Services
cc:   Mont Tanner