SecProbe.io

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Mail Stop 6010

								July 25, 2005

Richard Pierce
President and Chief Executive Officer
GFR Pharmaceuticals, Inc.
Suite 11405-201A Street
Maple Ridge, British Columbia V2X 0Y3
Canada

	Re:	GFR Pharmaceuticals, Inc.
		Form 10-KSB for the Year Ended December 31, 2004
		Filed April 13, 2005
		File No. 0-27959

Dear Mr. Pierce

	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 information so we
may
better understand your disclosure.  After reviewing this
information,
we may 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 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

General

1. Please include the information required by Item 406 of
Regulation
S-B regarding a code of ethics.  See Item 9 of Form 10-KSB.

Markets, page 5

2. We note one customer accounted for 49% of your sales during
2004.
Please identify this customer.  If you have a written agreement
with
this customer, file the agreement pursuant to Item 601(b)(10) of
Regulation S-B, and discuss the agreement`s material terms in the
body
of the filing.

3. You mention principal customers on pages 5, 8, and F-14.  Based
on
the large percentage of revenues attributable to the customers
discussed on these pages, it appears the disclosure on all three
pages
might refer to the same customer.  However, the percentages of
revenues attributable to the principal customer are inconsistent.
Page 5 states the customer is responsible for 49% and 58% of
revenues
during 2004 and 2003, page 8 states they are responsible for 50%
and
49%, and page F-14 states they are responsible for 37% and 50%.
If
the disclosure on all three pages refers to the same customer,
please
reconcile the percentages of revenues.

Item 2. Description of Property, page 6

4. Please file the lease agreements for both your operations and
the
warehouse space.  See Item 601(b)(10)(i)(D) of Regulation S-B.

Item 6. Management`s Discussion and Analysis

Results of Operations, page 8

5. Please disclose the reason for the $344,000 increase in foreign
currency transaction gains in 2004 and explain to us.

6. Please disclose the reason why your effective tax rate
decreased
from approximately 48% in 2003 to approximately 7% in 2004.  If
decrease in the effective tax rate is a result of several factors,
please quantify the amount of change due to each factor.

Critical Accounting Policies, page 9

7. Please revise your disclosures to discuss your critical
accounting
policies in this section of the filing since no accounting
policies
appear to be identified as critical in the notes to your financial
statements.  Please refer to Financial Reporting Release 72 for
guidance on disclosure of critical accounting estimates.

Item 9. Directors, Executive Officers, Promoters and Control
Persons;
Compliance with Section 16(a) of the Exchange Age, page 13

8. Please provide disclosure in Item 9 and on the signature page
that
would indicate all those persons who serve in the capacity of
director
in addition to the other capacities in which they might serve.
From
the disclosure provided, it is unclear whether a majority of the
Board
has signed the filing.  If they have not, please provide the
signatures of a majority of the Board in an amended 10-KSB
including
all of the 10-KSB disclosure.

Item 12. Certain Relationships and Related Transactions, page 15

9. Please state the name of each related party discussed in this
section, and explain how they are related to the company.  Also,
please file as exhibits any written agreements underlying the
transactions discussed.  See Item 601(b)(10)(i)(A) of Regulation
S-B.

Consolidated Financial Statements

Notes to Consolidated Financial Statements, page F-7

10. Due to the significant foreign currency transaction gains in
2004
it appears that information about geographic areas under paragraph
38
of SFAS 131 is required.  Please tell us why these disclosures
were
not provided in your filing.

Signatures Page

11. We note the filing does not include the signature of your
controller or principal accounting officer.  Please include this
signature in your amended Form 10-KSB.  If Marc Casavant, the CFO,
also serves as the controller or principal accounting officer, his
signature should be captioned as such in your amended filing.  See
General Instruction C.2 to Form 10-KSB.

*	*	*

	As appropriate, please amend your filing and respond to these
comments within 10 business days or tell us when you will provide
us
with a response.  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 information.  Detailed cover letters greatly
facilitate
our review.  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 filing to be certain that the
filing
includes all information required under the Securities Exchange
Act of
1934 and that they have provided all information investors require
for
an informed investment 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 filing;

* staff comments or changes to disclosure in response to staff
comments 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.

	You may contact Todd Sherman at (202) 551-3665 or Donald
Abbott
at (202) 551-3608 if you have questions regarding comments on the
financial statements and related matters.  Please contact Greg
Belliston at (202) 551-3861 or me at (202) 551-3715 with any other
questions.

								Sincerely,

								Jeffrey Riedler
								Assistant Director

cc:	Alixe Cormick
	Venture Law Corp.
	618-688 West Hastings Street
	Vancouver, British Columbia V6B 1P1
	Canada
??

??

??

??

Richard Pierce
GFR Pharmaceuticals, Inc.
July 25, 2005
Page 1

</TEXT>
</DOCUMENT>