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                                                            January 31, 2025

Ng Wai Ian
Director, Chairman of the Board and Chief Executive Officer
Zenta Group Co Ltd
Avenida do Infante D. Henrique
No. 47-53A, Macau Square
8th Floor, Unit J
Macau 999078

       Re: Zenta Group Co Ltd
           Registration Statement on Form F-1
           Filed January 6, 2025
           File No. 333-284140
Dear Ng Wai Ian:

     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 November 19,
2024
letter.

Form F-1 filed January 6, 2025
Cover Page

1.     On the prospectus cover page, and elsewhere in the prospectus, you note
that there
       was no cash transferred between ZGCL and its subsidiaries during the
year ended
       September 30, 2024. However, you also state that during the year ended
September
       30, 2024 ZGCL transferred HKD 150,000 to ZGM. Please reconcile and
revise as
       appropriate. In your corporate structure chart on pages 3 and 65
indicate which entity
       is ZGM.
 January 31, 2025
Page 2

Capitalization, page 40

2.     Please tell us why pro forma cash and cash equivalents is not impacted
by the net
       proceeds from the offering.
3.     We note that this table reflects net proceeds of $5,064,327 in
shareholders' equity. It
       appears your dilution disclosure on page 41 assumes net proceeds of
$5,639,172.
       Please reconcile this amount the net proceeds reflected in the
capitalization table or
       revise accordingly.
Consolidated Financial Statements
Notes to the Consolidated Financial Statements
3. Summary of Significant Accounting Policies, page F-9

4.     Please disclose your accounting policy for sales commissions. Refer to
ASC 340-40-
       50.
General

5.     We note the significant change in sources of revenue from 2023 to 2024,
and that
       fintech services now accounts for 70.5% of revenue. We also note that
the percentage
       of total revenue related to industrial park and business investment
consultation
       services decreased from 2023 to 2024. Your prospectus continues to
present your
       consultation services as the primary focus of your company, with
detailed discussions
       throughout including in the Industry and Business sections. Given the
recent shift in
       revenue to fintech services, please tell us whether your business
continues to focus on
       consultation services. Please also revise the prospectus to accurately
reflect the current
       focus of your business and present the disclosure so investors
understand whether
       both fintech services and consultation services will be part of your
business going
       forward.
6.     In an appropriate place, please disclose the material terms of your
material agreements
       with your supplier and customers, such as your supplier agreement with
Guo Yan
       Innovation Technology, the terms of the acquisition agreement with Guo
Yan, and
       your contracts with the two customers who account for all of your
fintech services
       revenue.
        Please contact Nasreen Mohammed at 202-551-3773 or Adam Phippen at
202-551-
3336 if you have questions regarding comments on the financial statements and
related
matters. Please contact Jenna Hough at 202-551-3063 or Erin Jaskot at
202-551-3442 with
any other questions.



                                                             Sincerely,

                                                             Division of
Corporation Finance
                                                             Office of Trade &
Services
cc:   Lawrence Venick
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