November 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
           Amendment No. 2 to Registration Statement on Form S-1
           Filed November 4, 2024
           File No. 333-281852
Dear Zonghan Wu:

     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 October 30,
2024 letter.

Amendment No. 2 to Registration Statement on Form S-1
Financial Statements, page F1

1.     Please update your financial statements pursuant to Rule 8-08 of
Regulation S-X.
General

2.     We note your disclosure on page 26. We further note Media Release
(21-103MR)
       of the Australian Securities & Investments Commission, dated May 18,
2021 located
       at the following link: 21-103MR Former CFO sentenced for market
manipulation and
       fraud offences | ASIC
(https://asic.gov.au/about-asic/news-centre/find-a-media-

release
/2021-releases/21-103mr-former-cfo-sentenced-for-market-manipulation-and-
       fraud-offences/). Please tell us whether Mr. Zonghan Wu, your chief
executive
       officer, is the subject of such Media Release. If so, please provide the
disclosure
 November 26, 2024
Page 2

       required by Item 401(f) of Regulation S-K, revise page 26 accordingly,
and include
       appropriate risk factor disclosure.
       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