SecProbe.io

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<FILENAME>filename1.txt
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Mail Stop 6010									July 11,
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.
	Amendment No. 1 to registration statement on Form SB-2/A
      Filed June 20, 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.	You have not provided us with an accurate marked copy of your
amendment.  As one example only, in response to prior comment 11
relating to specific facts that might lead selling stockholders to
impact stock value, you made substantial modifications to your
disclosure.  However, these revisions do not appear on your marked
copy.  In future amendments please include a marked copy that
accurately reflects the changes you have made to the registration
statement.

2.	In response to prior comment 4, you indicated that you have
provided the signature of your Chief Accounting Officer.  We could
not find that signature.  If the Chief Accounting Officer is one
of
the individuals listed on the signature page, that person must be
designated as such.
3.	Please update your financial statements and other financial
disclosures to include figures from May 31, 2005.

Cover Page

4. We note your language in the penultimate paragraph on the cover
page which begins with "This prospectus relates to the resale by
the
selling security holders..."  This language repeats the header
language at the top of the cover page which describes the
offering.
Accordingly, you should delete the penultimate paragraph.

5. We note your reference on this page to "conversion" of the
warrants.  However, we believe the appropriate term should be the
"exercise" of the warrants.  Please revise your disclosure on the
cover page and throughout the document to ensure that you refer to
"exercise" of warrants instead of "conversion."

Risk Factors
"Product defects or intellectual property rights...," p. 6
6. We do not understand the relationship between FDA approval and
intellectual property rights.  If you are attempting to disclose
the
risk of litigation from two distinct sources, one being product
defects and the other being intellectual property rights, please
consider separating the discussion into two separate risk factors.
If you decide to retain the information in one risk factor, please
make it clear that you are talking about the risk of litigation
stemming from two independent areas of your business.

Management`s Discussion and Analysis of Plan of Operations, page 9
Critical Accounting Policies and Estimates, page 13
7.	Please further revise your disclosures to address each part
of
comment 28 or tell us why the disclosures contemplated by each
part
are not applicable or not necessary.

(p)  Stock-based Compensation, page F-9
8.	Based on your response to comment 42, it appears that your
tabular disclosure includes the effect of equity instruments
issued
to non-employees, which has resulted in the expense under the fair
value method being the same as the expense as reported.
Consistent
with paragraph 45 of SFAS 123, please exclude the effect of these
issuances.  In addition, please provide us a quantitative analysis
supporting your estimates of expected volatility and explain how
it
is consistent with Appendix F of SFAS 123.  Finally, please tell
us
how you have complied with paragraphs 47 and 48 of SFAS 123.

Audited Financial Statements at May 31, 2004
Consolidated Statements of Cash Flows, page F-4

9. In our comment 44, we asked you to:  (a) disclose advances to
and
from related parties on a gross basis, on separate lines and (b)
refer to paragraph 11 through 13 of SFAS 95.  As this is unclear,
please tell us how your revised disclosures addressed what we had
asked.

10. In response to comment 44, you revised the amounts reported as
cash flows from operating and financing activities.  As these
revisions would appear to represent a material restatement of your
financial statements, please tell us why you did not appear to
provide the disclosures contemplated by paragraph 26 of APB 9,
paragraph 37 of APB 20, and AU Section 561.06.a and why the
auditor
did not amend its report to address the restatement.  In addition,
please tell us why did not appear to have filed an Item 4.02 Form
8-
K.  Furthermore, please tell us whether you intend to amend your
Form
10-KSB for May 31, 2004 and your Form 10-QSB for February 28, 2005
to
reflect the restatement of your financial statements and the other
revisions to your disclosures made in this filing.

Consolidated Statement of Stockholder`s Deficit, page F-6

11. The date of inception presented here (March 25, 1999) does not
agree with the one presented throughout the rest of the document
(June 3, 1998).  Please revise your disclosures to resolve this
discrepancy.  As the audit opinion includes the latter date,
please
obtain a revised opinion from your auditor, if necessary to
resolve
the discrepancy.

12. Your response to comment 45 and your revised disclosures did
not
appear to fully address our comment.  As we had asked, please tell
us
whether and how any of the transactions disclosed in this
statement
relate to the Anmore and Sierra transactions.  If so, please tell
us
which transactions and why this is appropriate, in light of the
reverse accounting acquisitions of those two entities.  In your
response, please elaborate on the nature of these transactions and
the authoritative literature supporting your accounting.

13. We noted your response to comment 46.  Please confirm that the
comment stock had yet to be issued, as your existing disclosure
suggests this.  If so, please tell us why the amounts represent
equity, as opposed to a liability, and cite the specific
authoritative literature supporting your accounting.  Otherwise,
please revise your disclosures to clarify this.

      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.

	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 Ibolya Ignat at (202) 551-3656 or Oscar
Young
at (202) 551-3622 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:	Richard Anslow
   	Anslow & Jacklin LLP
   	195 Route 9 South
   	Suite 204
   	Manalapan, New Jersey 07726
      Fax:  732-577-1188
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