SecProbe.io

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Mail Stop 6010									June 23,
2005

Ms. Dongdong Lin
Chief Executive Officer
6 Youpeng Road
Qufu, Shandong, China

Re:	Sunwin International Neutraceuticals, Inc.
	Registration Statement on Form SB-2
      Filed May 27, 2005
	File Number 333-125300

 Dear Ms. Lin:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document 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
supplemental 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 filing.
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.
General
1. Please file your remaining exhibits as soon as possible.
Please
note that we may issue comments on those exhibits once they are
filed.
2. Please note that where we provide examples to illustrate what
we
mean by our comments, they are examples and not exhaustive lists.
If
our comments are applicable to portions of the filing that we have
not cited as examples, make the appropriate changes in accordance
with our comments.
3. In your response letter, please state our comment and then
explain
each change that has been made in response to a comment.  In
addition, you should also reference each page number in which
disclosure has been revised in response to a comment so that we
can
easily place your revised disclosure in its proper context.

Form SB-2
Risk Factors, p. 4
General
4. When disclosing a risk factor, you should customize it with
specific reasons why you may be exposed to a particular risk so as
to
make the disclosure more meaningful. As one example only, in the
disclosure on page 6 in "We may not have sufficient
protection...,"
you have provided rather generic disclosure regarding potential
infringement of your intellectual property.  Instead, you should
expand and customize the risk factor to disclose whether there are
any facts or circumstances that would lead you to believe that
another party may infringe upon your intellectual property rights.
Furthermore, you should disclose whether you have had any problems
in
the past with infringement.

Please review all of your risk factors to ensure that your
disclosure
is customized for the Company and is as specific as possible.  In
your response letter, please identify all places where revisions
are
made in response to this comment.
5. In addition, for each risk factor, make sure that the risk
posed
to investors is clearly explained.  As one example only, in the
intellectual property risk factor on page 6 that is referenced in
the
comment above, you refer to the possibility that unauthorized use
could "adversely affect our business and operations..."  Instead
of
referring to generic consequences for the risk, you should be more
explicit and specific in describing the actual harm that would
come
to the company from third party infringement.  Please review all
your
risk factors to ensure that you have specifically delineated
potential harms.
6. Please consider adding risk factors relating to the following:
? Product or manufacturing defects or other matters that could
lead
to litigation;
?	Competition in the market place;
?	Market acceptance of your manufacturing services;
?	Regulation of manufacturers;
? Difficulties in commercialization;
? The FDA`s label that stevioside is unsafe;
?	Risks associated with developing new business;
? Reliance on key personnel;
? Risks associated with growth management; and
?	Any other material risks facing the company.

We are materially reliant..., p. 5
We cannot assure you that the current Chinese policies, p.5
Even if the Chinese government continues its policies, p. 5
We are subject to risks associated with the conversion, p. 5
7. Please revise the disclosures so that they more specifically
describe the risks posed.  As one example only, in the risk factor
relating to Chinese policies, instead of referring to reform and
Chinese policy generally, you should specifically describe any
current reforms that have benefited the company, explain that such
reforms could be reversed and explain the material harm that could
come to the company as a result.  As another example, in the risk
factor relating to currency risk, instead of referring to currency
risk generically, you should disclose whether you have faced any
situations in the past that would have brought these risks to
fruition.  You should also disclose any facts or circumstances
that
might suggest that these risks may be forthcoming.

Please review each of these four risk factors to disclose your
history with the factors and to more specifically disclose the
precise risks each poses or may pose to investors in the company.

"We cannot assure you that the current Chinese policies...," p. 5
8.  Please be more specific in describing the risks posed to
investors in the company associated with this risk factor.

Management`s Discussion and Analysis or Plan of Operation
Critical Accounting Policies, page 13

9. We acknowledge your revenue recognition policy as noted herein
and
within your "Summary of Significant Accounting Policies" in the
accompanying notes to your consolidated financial statements.
Please
tell us the nature and significance of your estimates of items
that
reduce your gross revenue such as product returns, chargebacks,
customer rebates and other discounts and allowances.

Liquidity and Capital Resources, page 17

10. Your analysis of cash flow activities merely recites
information
presented in the consolidated statements of cash flows.  Please
revise the discussion to explain the significant variations in the
line items between the periods presented.  See the SEC`s guidance
regarding management`s discussion and analysis of financial
condition
and results of operations (Release No. 33-8350).

11. In accordance with item 303(b)(1)(i) of Regulation S-B, please
disclose the impact that the current loans payable will have on
your
liquidity.

Business-Our Company, p.18
12. We note that you have defined your use of the PRC to mean the
Peoples Republic of China.  Please include the definition the
first
time you use the term PRC.
13. Throughout this section, you include numerous statistics and
figures in support of your disclosure.  If the data you are using
is
from third-party sources, please cite the sources in the
disclosure
with the data.  If the figures come from your own estimates,
disclose
this fact and explain how you made the estimate.
14. For each agreement with wholesalers that represents a material
portion of your business, you should provide a description of the
agreement in the Business section with a summary of material
terms,
including term and termination provisions.  You should also file
the
agreements as exhibits to the filing.

Certain Relationships and Related Transactions, p. 40
15. We note your advancement of funds to related parties for
future
purchases and services.  Please provide additional information as
to
the timing of these advances relative to the actual purchase of
the
equipment and construction services.  Are the funds escrowed by
the
related parties prior to the purchase of equipment or services?
What
is the time interval between your advances to the related party
and
the actual purchase and payment of the equipment and construction
services?  What is the time interval between the payment for the
equipment and construction services and the actual receipt of the
equipment and services?  Do the related parties pay you interest
on
the advances made to them?
16. Please expand the discussion to provide a breakdown of the
amount
of the advances allocated to purchases of equipment, the nature
and
anticipated delivery date of the equipment, and the amount
allocated
to future construction costs.   Why is the amount of this
receivable
increasing?  Do you anticipate the amount to increase and why?  In
this regard we note your discussion on page 17 concerning the
amount
and source of funding for planned expansion.
17. Please file any material agreements with related parties as
exhibits to the registration statement.

Exhibits
18. Please file a list of your subsidiaries as requested by Item
601(21) of Regulation S-B.

Financial Statements
Consolidated Balance Sheet, page F-2

19. Please tell us the nature of the advances from customers and
include an accounting policy in the financial statements.

Consolidated Statements of Operations, page F-3

20. Please retroactively restate the weighted common shares
outstanding giving effect to the recapitalization and revise net
income per share.

Consolidated Statements of Stockholders` Equity, page F-4

21. Please tell us why retained earnings is debited for $95,000 in
the share exchange agreement transaction.  Please cite the
authoritative literature you used to support your accounting
treatment.

Note 4 - Related Party Transactions, page F-12

22. Please disclose a description of your related party
transactions.

      As appropriate, please amend your filing in response to
these
comments.  You may wish to provide us with marked copies of the
amendment to expedite our review.  Please furnish a cover letter
with
your amendment that keys your responses to our comments and
provides
any requested supplemental information.  Detailed cover letters
greatly facilitate our review.  Please file your cover letter on
EDGAR under the form type label CORRESP. Please understand that we
may have additional comments after reviewing your amendment and
responses to our comments.

	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.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
* the company may not assert this action as 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 connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.
      You may contact Dana Hartz or 202-551-3648 or Joel Parker at
202-551-3651 if you have questions regarding comments on the
financial statements and related matters. Please contact Zafar
Hasan
at (202) 551-3653 or me at (202) 551-3715 with any other
questions.
      Sincerely,

      Jeffrey Riedler
   Assistant Director

   cc:	James Schneider
   	Schneider Weinberger & Beilly
   	2200 Corporate Blvd., NW
   	Suite 210
   	Boca Raton, Florida 33431

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