SecProbe.io

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								August 2, 2005

By Facsimile and U.S. Mail

Adam J. Agron
Brownstein Hyatt & Farber, P.C.
410 Seventeenth Street, 22nd Floor
Denver, CO 80202

	Re:	Advanced Nutraceuticals, Inc.
		Schedule TO-I
		Filed July 26, 2005

Dear Mr. Agron:

	We have the following comments on the above-referenced
filing:

Offer to Purchase
Forward-Looking Statements
1. We note that ANI incorporates the risks factors from its most
recent Form 10-K into this document.  Please revise the Schedule
TO-I
to include the Form 10-K as an exhibit and confirm that you have
included all material risk factors in this document.  See General
Instruction F of Schedule TO.
Section 4.  Withdrawal Rights, page 11
2. Revise this section to disclose the withdrawal rights provided
in
Rule 13e-4(f)(2)(ii).

Section 7.  Conditions of the Tender Offer, page 14
3. Refer to the disclosure at the top of page 14, which relates to
the company`s determination whether the triggering of a condition
"makes it inadvisable" to proceed with the offer.  Please note
that,
when a condition is triggered and the company decides to proceed
with
the offer anyway, we believe that this constitutes a waiver of the
triggered condition(s). You may not rely on this language to
tacitly
waive a condition of the offer by failing to assert it.  Please
confirm your understanding on a supplemental basis.
4.
Several paragraphs condition the offer on whether the contemplated
future conduct or prospects of the company or its subsidiaries are
materially impaired.  Please revise to specify or generally
describe
the prospects and contemplated future conduct so that security
holders will have the ability to objectively determine whether the
conditions have been triggered.
5. Please refer to the last paragraph of this section.  It appears
that the offer is subject to a financing condition.  If so, please
revise this paragraph to clarify.  In addition, please note that
it
is our position that a tender offer subject to a financing
condition
must remain open for at least five business days after the
financing
condition has been waived or satisfied.  Please confirm your
understanding.
Closing 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.
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 in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; 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 filing or in
response to our comments on your filing.

      *  *  *

Please respond to these comments by promptly amending the filing
and
submitting a response letter filed via EDGAR under the label
"CORRESP."  If the information you provide in response to our
comments materially changes the information that you have already
provided to security holders, disseminate the revised materials in
a
manner reasonably calculated to inform them of the new
information.
If you do not agree with a comment, please tell us why in your
response.  Direct any questions to me at (202) 551-3262.  You may
also contact me by facsimile at (202) 772-9203.

      Sincerely,

      Abby Adams
      Special Counsel
      Office of Mergers and Acquisitions
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Adam J. Agron
August 2, 2005
Page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0303

         DIVISION OF
CORPORATION FINANCE

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