SecProbe.io

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Mail Stop 3-9										June
2,
2005

John Farley
President, Chief Executive Officer and Director
AVVAA World Health Care Products, Inc.
PO BOX 335
3018 Schaeffer Road
Falklan, British Columbia
Canada V0E 1W0

Re:	AVVAA World Health Care Products, Inc.
	Registration Statement on Form SB-2
      Filed May 5, 2005
	File Number 333-124667

 Dear Mr. Farley:

      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 provide the name of the form on the cover of the
registration statement.  Please note that EDGAR indicates that the
filing is intended to be an SB-2.  If this is incorrect, please
notify us immediately.

2. Please advise us as to whether the warrants that are being
issued
pursuant to conversion of the notes.  In the convertible note
attached as Exhibit 10.2, we could not locate any provisions
indicating that the note can be converted into warrants.  However,
there is language in the registration statement that is confusing
on
this point.  For example, in Liquidity and Capital Resources on p.
15, you reference the issuance of warrants together with the
description of the note issuance.  Furthermore, on page F-18, you
state that "upon conversion of the note, the company will issue
four
series of share purchase warrants...."

Please clarify your language on this point throughout the
registration statement so that investors understand clearly the
relationship between the purchase of the warrants and the
convertible
note issuance, if any.
3. In addition, if the warrants are issued pursuant to the note
issuance, then we do not believe you can register the resale of
the
common stock underlying the warrants, as there has not yet been an
original issuance.  We note that in that case, the note must be
converted before the warrants are obtained and then the warrants
must
be exercised before receipt of common stock.  Since you cannot
resell
common stock that has not been issued, the stock underlying the
warrants may not be registered for resale in this registration
statement.
4. On the signature page, please include a signature for your
chief
accounting officer or controller.
5. Please provide us with an analysis explaining why the company
did
not file an 8-K when it entered into the purchase or material
agreements for the note financing.  See Item 8.01 of Form 8-K.
6. 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.
7. 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
Summary
8. Please provide a summary that conforms to the requirements of
Item
503 of Regulation SB.  The information should discuss what the
company does, the company`s plans for the future and the company`s
status as a development stage company.

Risk Factors, p. 8
General
9. 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, the
disclosure in "Since our products are subject to a license
agreement...," you should expand and customize the risk factor to
disclose whether there are any facts or circumstances that would
lead
to the termination or failure to renew the license, rather than
generically referring to the possible failure to renew.

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.
10. Please consider adding risk factors relating to the following:
?	Risks associated with product defects, intellectual property
rights or other matters that could lead to litigation;
?	Competition in the market place;
?	Market acceptance of your new products;
?Your going concern accounting opinion;
?	Risks associated with introduction of any new products, if
any,
including with respect to FDA approval;
?	Risks associated with the integration in corporate
combinations,
such as the transactions with Mystic, Band or any other company;
?	Risks associated with the termination of the Seaside
Investment
agreement;
?	Risks associated with the NASD inquiry;
? Risks associated with being a penny stock; and
?	Any other material risks facing the company.

"We lack an operating history...," p. 8
11.  Please disclose your accumulated losses as of December 31,
2004
and March 31, 2005.

"We intend to commence legal proceedings...," p.8
12. Rather than your reference to "severe damage," please explain
the
specific nature of the risks to investors posed by this risk
factor.

"The termination of government approval...," p. 8
13. Please disclose any specific facts or circumstances that could
lead to the problems described in this risk factor.

"Our recent financing....," p. 9
14. Please disclose the dollar amount of the liquidated damages
you
will face if you are not effective by July 5.

"Our business depends on a limited number of key personnel...," p.
10

15. To the extent that you have experienced problems attracting
and
retaining key personnel in the recent past, please revise to
describe
these problems.  Additionally, if either Mr. Farley or Mr. Austin
has
plans to retire or leave your company in the near future, please
revise the discussion to disclose this information.

"If we fail to adequately manage our growth...," p. 10
16. Please disclose the number of new employees that the Company
plans to hire to fulfill its strategy for the next 12 months.
17. In addition, please expand this discussion to disclose
specifically any other facets of growth that may pose challenges
for
the company.

"No dividends...," p. 10
18. Please disclose how the information in this risk factor
represents a risk to investors.

"Selling shareholders may impact our stock value...," p. 10
19. Please disclose any specific facts or circumstances that could
lead to the problems described in this risk factor.

Use of proceeds, p. 11
20. Please eliminate the Use of Proceeds section.  Although you
have
delineated proceeds assuming the maximum exercise of warrants,
there
is no guarantee that the warrants will be exercised or that you
will
receive these proceeds.  Furthermore, any proceeds you do receive
will not be received as a result of the sale of the common stock
being registered.

Determination of offering price, p. 11
21. Please delete this section from the registration statement.
The
determination of offering price section is intended to disclose
the
manner in which prices to the market have been determined. As
such,
your discussion of warrants and their prices is not appropriate.
Furthermore, as we have noted above, you may not be permitted to
include the stock underlying the warrants in this registration
statement.

MD&A, p. 13
General
22. We note your references to licensing agreements in the
Business
section.  If you have a reasonable expectation that you will
receive
or be required to make a significant payment that would be
material,
including any royalty or milestone payments, you should describe
the
event and the amount of the payment you expect to make or receive
in
Management`s Discussion and Analysis.
23. Please tell us whether you have any off-balance sheet
arrangements, as defined by Item 303(c)(2) of Regulation S-B.  If
so,
please provide the disclosures in Item 303(c)(1).

Overview, p. 13
24. Currently, your MD&A Overview discusses your incorporation and
your products.  In a recent release called "Commission Statement
about Management`s Discussion and Analysis of Financial Condition
and
Results of Operations," the staff stated that "the development of
MD&A disclosure should begin with management`s identification and
evaluation of what information, including the potential effects of
known trends, commitments, events, and uncertainties, is important
to
providing investors and others an accurate understanding of the
company`s current and prospective financial position and operating
results." Release Nos. 33-8056; 34-45321; FR-61.
Accordingly, the MD&A overview should include disclosure on the
key
points that are covered in greater detail in the MD& A section,
with
emphasis on the key trend and analytical points as well as on the
"potential effects of known trends, commitments, events and
uncertainties..." We may have further comments on your revisions.
25. Please explain your reference to February 29, 2005.

Results of Operations for Nine Months ended February 28, 2005
("2005") Compared ..., page 14

26. When more than one reason is responsible for a material change
in
financial statement amounts, please quantify each of the factors
causing the change, as required by Financial Reporting
Codification
Section 501.04.  For example, where you disclose that your net
loss
increased in 2005 as compared with 2004, please specifically
describe
and quantify the costs related to: (a) implementing the business
plan, (b) fundraising activities, and (c) efforts to manage the
manufacturing, distribution, marketing and sale of product.
Please
do this for all material changes disclosed both "Results of
Operations" sections.

Liquidity and Capital Resources, pages 15 and 16
27. Please revise your discussion, for all periods presented, to
address all material sources of funds, such as advances from
related
parties, and the cash provided by and used in your operations,
including the effect of changes in accounts payable and accrued
expenses.  Please refer to Section IV.B. of Financial Reporting
Release 72.

Critical Accounting Policies and Estimates, page 16

28. Please note that Section V. of Financial Reporting Release 72
says that these disclosures should supplement, not duplicate, the
description of accounting policies that are disclosed in the notes
to
the financial statements.  As discussed in that Release, please:

a. Disclose the material implications of uncertainties associated
with the methods, assumptions and estimates underlying your
critical
accounting measurements.

b. Disclose your analysis of the uncertainties involved in
applying a
principle at a given time or the variability that is reasonably
likely to result for its application over time.

c. Specifically address why your accounting estimates or
assumptions
bear the risk of change.

d. Analyze, to the extent material, such factors as how accurate
the
estimate/assumption has been in the past, how it has changed in
the
past, and whether it is reasonably likely to change in the future.

e. Analyze the estimate/assumption specific sensitivity to change,
based on other outcomes that are reasonably likely to occur and
would
have a material effect.

Business-Our Company, p.18
29. Please explain what you mean by the phrase "FDA compliant" the
first time you use the phrase.  If FDA compliant means that the
products may be sold in the US without further approvals, state
this
fact explicitly.  If further approvals are required, state this
fact
and consider including a risk factor explaining this fact.

Material Agreements, p. 22
License Agreements
30. Please describe the material terms of each of the licensing
agreements, including:
* Total amounts paid to date;
* Existence of royalty provisions;
* Aggregate amount of potential payments;
* Expiration date;
* Termination provisions; and
* Any other material terms.

If such agreements have not been filed as agreements, please file
them or provide a supplemental analysis supporting your
determination
that each agreement is not required to be filed.

Employees, p. 23
31. Please cross reference your description of the agreements in
"Management."

Principal Stockholders, p. 29
32. Please identify the natural person(s) with dispositive, voting
or
investment control of the shares to be sold by Seaside
Investments.
33. We note that you have not included any selling stockholders in
the table of beneficial owners.  As you may be aware, a selling
stockholder may have beneficial ownership over a security if it
has
the power to obtain the security within 60 days. Please see Rule
13d-
3 for further explanation regarding the concept of beneficial
ownership.

Selling Stockholders, p. 30
34. As noted in the prior comment, you have indicated that the
selling stockholders do not beneficially own any of the shares to
be
sold.  You should also revise this section in accordance with the
prior comment.
35. We call to your attention the requirements of Item 507
(selling
shareholders).  We note that certain broker dealers listed as
selling
shareholders in the Selling Securityholder Table may have obtained
the shares other than as compensation for services.  In that
event,
such selling shareholders are deemed underwriters under the
Securities Act of 1933.  In that case, please revise your
registration statement to state that those parties are
underwriters
in the section titled "Plan of Distribution" and in such other
places
that would be appropriate.
36. In addition, please consider whether any affiliates of broker-
dealers identified as Selling Shareholders: (i) purchased in the
ordinary course of business and (ii) at the time of the purchase,
the
Selling Shareholder had no agreements or understanding to
distribute
securities. If the answer to either of these two questions is no,
then you should also state that these parties are underwriters in
the
Plan of Distribution and other places that would be appropriate.
37. In addition, for each entity that is listed as a selling
shareholder, please identify the natural person(s) with
dispositive,
voting or investment control of the entity and the shares to be
sold.

Certain Relationships and Related Transactions, p. 32
38. Please expand on your discussion in this section and provide
specific detail regarding the related party advances and
transactions.  You should explain precisely what you mean by
"common
control," the individual directors/officers that have made
advances,
the amount of each person`s advance, whether there is any
documentation supporting these advances.  Please also provide all
material terms for the related party transactions.
39. Please file any agreements with related parties as exhibits to
the registration statement.

Description of securities, p. 33
40. As the convertible note is a security, you should include a
description of the note, including all material terms, in this
section.

Financial Statements, p. 34
41. Please explain your reference to adding financial statements.

Unaudited Financial Statements at February 28, 2005

(p)  Stock-based Compensation, page F-9

42. Please tell us why the amount of stock-based compensation
expen