SecProbe.io

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Mail Stop 3561
							September 15, 2005

Ms. Zong Yun Zhou
Chief Financial Officer
Sorl Auto Parts, Inc.
No. 1169 Yumeng Road
Ruian Economic Development District
Ruian City, Zhenjiang Province
People`s Republic of China

		RE:	Sorl Auto Parts, Inc.
			Form 10-KSB for Fiscal Year Ended December 31, 2004
			Filed March 31, 2005
			Form 10-QSB for the Quarterly Period Ended March
31,
2005
			Form 10-QSB for the Quarterly Period Ended June 30,
2005
			File No. 001-10892

Dear Ms. Zhou:

	We have reviewed your filings and have the following
comments.
We have limited our review to only your financial statements and
related disclosures and will make no further review of your
documents.  Where indicated, we think you should revise your
disclosures in response to these comments.  If you disagree, we
will
consider your explanation as to why our comment is inapplicable or
a
revision is unnecessary.  Please be as detailed as necessary in
your
explanation.  In some of our comments, we may ask you to provide
us
with information so we may better understand your disclosure.
After
reviewing this information, we may or may not raise additional
comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your
filings.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form 10-KSB for the Year Ended December 31, 2004

Item 6. Management`s Discussion and Analysis or Plan of Operation,
page 14

Results of Operations, page 18

1. Sales for the year ended December 31, 2004 of approximately
$46.8
million are attributed to unit sales of 3,513,000 at an average
selling price of $10.23 per unit.  Your disclosure addresses
approximately $35.9 million of the annual sales.  Please revise
your
filing to provide a comprehensive discussion of the remaining
$10.9
million change in sales for the year.  Ensure that all material
components of sales are addressed.  Similarly, your Form 10-QSB
for
the quarter ended March 31, 2005 appears to address only $2
million
of the $5.4 million increase in sales. Please revise your filings
accordingly.

2. In light of your disclosure on page 8 that increases in raw
materials prices, especially steel, have had an adverse impact on
gross margin and are expected to continue to do so, your
discussion
of cost of sales should also be revised to quantify, if
practicable,
the impact of raw materials prices on gross margins.  We assume
that
disclosure of units of steel consumed and average market price of
steel would be useful in achieving this objective. If you believe
that other disclosures would be more meaningful to a reader,
please
advise.

3. You state that selling, general and administrative (SG&A)
expenses
increased as a percentage of sales from fiscal 2003 to fiscal 2004
primarily due to the economies of scale resulting from the
increase
in sales.  Economies of scale would normally be expected to result
in
a decrease in SG&A expenses as a percentage of sales.  Please
revise.
Refer to Item 303 of Regulation S-B and SEC Release No. 33-8350.

Item 7.  Financial Statements

General

4. Please revise Note 1 to clearly describe your basis for
presentation.  Please tell us with reference to authoritative
guidance why you feel your presentation is appropriate.  Please
ensure you address your presentation of the non-transferred
business
as discontinued operations and the separate presentation of
successor
and predecessor financial statements in both your revision and
response.  Please provide a diagram of your corporate structure as
of
January 19, 2004 and December 31, 2004 so that we may better
understand your financial reporting for 2003 and 2004.  Please
also
revise subsequent Forms 10-QSB.

5. Please revise your financial statements throughout to refer to
Sorl Auto Parts, Inc. and subsidiaries.  The audit report should
be
similarly revised.

6. When predecessor financial statements are presented a related
audit report should be included.  Please revise to include the
audit
report covering the period as of and for the year ended December
31,
2003.

7. On January 19, 2004 $6,390,000 was paid by Fairford Holdings
Limited (Fairford) for the Ruili Group Corporation China`s (Ruili)
transferred business.  You state that the consideration was based
on
a valuation by an independent valuation firm.  Please tell how
this
transfer was recorded.  Specifically, note if the transferred
business was recorded at fair value or the carrying amount.
Please
also tell us how the transfer from Fairford to Ruili Group Ruian
Auto
Parts Co., Ltd. (Joint Venture) was recorded by Fairford.
Transfers
of assets from controlled or controlling related parties generally
should not be recorded by the transferee at stepped-up values,
rather
the transfers should be recorded at the carrying amounts in the
accounts of the transferring entity at the date of transfer.
Refer
to paragraph D12 of SFAS 141 and EITF 02-05.

Consolidated Balance Sheets, page F-2

8. Please revise the notes to your filing to explain what is
included
in the prepayments line item of the balance sheet.  You should
also
revise your discussion of liquidity and financial condition to
discuss any material prepayment transactions for each period
presented.

Consolidated Statements of Changes in Stockholders` Equity, page
F-4

9. All periods presented should be adjusted for the one for
fifteen
reverse stock split in July 2004.  The number of issued and
outstanding shares presented on the face of your consolidated
balance
sheets should also be adjusted.  Please revise.  Please also
revise
subsequent Forms 10-QSB.

Consolidated Statements of Income, page F-5

10. For the purpose of computing earnings per share, the number of
shares outstanding for the period from the beginning of fiscal
2004
to the date of the reverse takeover should be the number of shares
you issued to the shareholders of Fairford.  For the period from
the
date of the reverse takeover to the end of fiscal 2004, the number
of
shares to be used in the calculation of the earnings per share
should
be your actual number of shares outstanding in that period.  The
earnings per share to be disclosed for the comparative periods
should
be computed by dividing the earnings of your predecessor by the
number of shares you issued to Fairford in the reverse takeover
transaction.  Your assumptions used in the earnings per share
calculation should be disclosed along with all other disclosures
required by paragraph 40 of SFAS 128.  All periods presented
should
be adjusted for the one for fifteen reverse stock split in July
2004.
Please revise.  Please also revise subsequent Forms 10-QSB.

Consolidated Statements of Cash Flows, page F-6

11. Please explain the line item "Minority Interest Distribution
Via
Discontinued Operations" and tell us why it is properly disclosed
as
a non-cash investing and financing activity.

12. Please revise to disclose your issuance of shares as a result
of
the May 2004 Share Exchange Agreement between you and Fairford as
a
supplemental disclosure of a non-cash investing and financing
activity.

Notes to Consolidated Financial Statements, page F-7

Note 1. Organization/Summary of Significant Accounting Policies,
page
F-7

Description of Business, page F-7

13. Please define what you mean when you refer to the "Company"
throughout your filing. In this regard, it appears that your
references to the "Company" in Note 1 refer to Sorl Auto Parts,
Inc.
(Sorl) while similar references to the "Company" in Note 11 do not
appear to refer to Sorl.  Please revise your Form 10-KSB and
subsequent Forms 10-QSB, as applicable, to be consistent
throughout
in your use of the term the "Company."

Revenue Recognition, page F-9

14. On page 8 you disclose that you rent storage space at certain
OEM
customer locations.  Please tell us, and revise to disclose, how
you
account for inventory at customer sites.  Revise your filing to
explain when delivery is considered to occur for purposes of
revenue
recognition when the inventory sold is already at the customer
location prior to the sale.

Note 2.  Related Party Transactions, page F-11

15. You had significant related party payables and related party
purchases as of and for the year ended December 31, 2004.  We
noted
in your Form 10-QSB for the quarterly period ended March 31, 2005
that you are purchasing finished products and packaging material
from
Ruili.  Please revise the Form 10-KSB to disclose the nature of
the
relationship and descriptions of the material transactions.  Refer
to
SFAS 57.  Please clarify in the Form 10-KSB and subsequent Forms
10-
QSB your relationship with Ruili to explain why you are purchasing
finished products and packaging materials from Ruili.  Based on
your
disclosures it appears that the business that was transferred to
Fairford on January 19, 2004 included all operations and Ruili no
longer would manufacture products or packaging.

Item 8A. Controls and Procedures, page 25

16. Please revise your principal executive and financial officers`
conclusion as to the effectiveness of your disclosure controls and
procedures to ensure it encompasses the entire definition of
disclosure controls and procedures in Exchange Act Rules 13a-15(e)
and 15d-15(e).  Your current disclosure does not achieve this
objective.

Form 10-QSB for Quarterly Period Ended March 31, 2005

General

17. Please amend your Forms 10-QSB for the quarters ended March
31,
2005 and June 30, 2005 to file on Form 10-Q.  Since your revenues
exceeded $25 million for two consecutive fiscal years as of
December
31, 2004, you are no longer eligible to file using the reduced
disclosure format permitted by Regulation S-B.  Ensure that your
amended filings include all disclosures required by Regulation S-K
and Regulation S-X.

Part I. Financial Information

Item 1. Financial Statements

General

18. Your predecessor, Fairford, acquired a 90% interest in the
Joint
Venture on January 19, 2004.  However, your quarter ended March
31,
2004 financial statements reflect no minority interest.  Please
revise or advise.

Item 3. Controls and Procedures

19. Please revise to furnish the information required by Items 307
and 308(c) of Regulation S-B.

Part II. Other Information

Item 6. Exhibits

20. Please revise to file or incorporate by reference all exhibits
required by Item 601 of Regulation S-B.  In this regard we note
that
you do not file or incorporate by reference your Articles of
Incorporation, Bylaws, or any material contracts.

Form 10-QSB for Quarterly Period Ended June 30, 2005

Part I. Financial Information

Item 2. Management`s Discussion and Analysis or Plan of Operation,
page 12

Financial Condition, page 17

(1) Liquidity and Capital Resources, page 17

21. Please revise your disclosure to explain the significant
increase
in accounts receivable during the six month period ended June 30,
2005.  Since your accounts receivable exceed the sales for the
quarter ended June 30, 2005, it appears that your days sales
outstanding (DSO) exceed 90 days. If you have changed your credit
terms from the 45-60 day terms disclosed in your Form 10-KSB,
please
clarify.  To the extent that the increase in accounts receivable
results from an increase in DSO, please revise to disclose DSO as
of
December 31, 2004 and June 30, 2005 and address any trends in DSO
that may impact your liquidity.  Explain your consideration of the
need for an increase in the allowance for doubtful accounts in
light
of the increase in receivables.

Item 3. Controls and Procedures

22. Please revise your disclosures regarding your principal
executive
and financial officers` conclusion as to the effectiveness of your
disclosure controls and procedures to ensure it encompasses the
entire definition of disclosure controls and procedures in
Exchange
Act Rules 13a-15(e) and 15d-15(e).  Your current disclosure does
not
achieve this objective.

23. Please revise your disclosure regarding changes to internal
controls over financial reporting to identify "any changes," not
just
"significant" changes, which have materially affected, or are
reasonably likely to materially affect, your internal controls
over
financial reporting.  See Item 308(c) of Regulation S-B.

	Please respond to these comments within 10 business days or
tell
us when you will provide us with a response.  Please furnish a
letter
that keys your responses to our comments and provides any
requested
information.  Please understand that we may have additional
comments
after reviewing your responses to our comments.  Please file your
response letter on EDGAR as a correspondence file.

	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

       In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filings; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

		In addition, please be advised that the Division of
Enforcement has access to all information you provide to the staff
of
the Division of Corporation Finance in our review of your filings
or
in response to our comments on your filings.

	If you have any questions regarding these comments, please
direct them to Adam Phippen, Staff Accountant, at (202) 551-3336.
In
his absence, your questions may be directed to me at (202) 551-
3843.

								Sincerely,

								George F. Ohsiek, Jr.
								Branch Chief

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Ms. Zong Yun Zhou
Sorl Auto Parts, Inc.
September 15, 2005
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