SecProbe.io

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                            GFR PHARMACEUTICALS, INC.
                            SUITE11405 - 201A STREET
                      MAPLE RIDGE, BRITISH COLUMBIA V2X 0Y3

                                                               December 28, 2005

VIA EDGAR

Securities and Exchange Commission
Division of Corporate Finance
450 Fifth Street, N.W.
Washington, D.C. 20549-0406
Attention: Jeffrey Riedler, Assistant Director

RE:      GFR PHARMACEUTICALS, INC.
         FORM 10-KSB FOR THE YEAR ENDED DECEMBER 31, 2004
         COMMISSION FILE #: 0-27959

Ladies and Gentlemen;

         We have  received  your  comments to our Form 10-KSB for the year ended
December  31,  2005 and thank for your  review to assist and enhance the overall
disclosure in our Exchange Act filings.  We  supplementally  respond to all your
comments as follows:

FORM 10-KSB

Item 8A. Controls and Procedures, page 13

Restatement, page 13

1. We note in your response to previous  comment 1 that you will file a Form 8-K
to  report  Item  4.02  due to the  restatement  of your  financial  statements.
According to your disclosure,  your independent  auditors,  Robison, Hill & Co.,
informed you on  September  23, 2005 that they had  discovered  an error in your
financial  statements for the year ended December 31, 2004.  Please note that an
Item  4.02  form 8-K  should  have  been  filed  four  business  days  after the
occurrence of the event. Please file an Item 4.02 Form 8-K without delay and not
concurrent with the filing of your amendments.

RESPONSE: WE FILED THE ITEM 4.02 FORM 8-K ON  DECEMBER  16,  2005 IN RESPONSE TO
         THIS COMMENT.

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2. Please expand your disclosures to clarify who discussed the matters discussed
in the filing with Robison,  Hill & Co. and who  determined  that your financial
statements  for December  31,  2004,  March 31, 2005 and June 30, 2005 should be
restated.  This Comment also applies to the Item 4.02 form 8-K.  Please refer to
Item 4.02(b)(4) of Form 8-K.

RESPONSE: WE  HAVE  EXPANDED  OUR  DISCLOSURE  TO  CLARIFY  THAT  OUR  PRINCIPAL
         EXECUTIVE OFFICER AND PRINCIPAL  FINANCIAL OFFICER  DETERMINED THAT THE
         DECEMBER  31,  2004,  MARCH  31,  2005  AND  JUNE  30,  2005  FINANCIAL
         STATEMENTS SHOULD BE RESTATED.

3.  Please  revise the last  paragraph  of this  section to remove the  language
"solely  as a result of this  material  weakness"  since  this  appears  to be a
qualification to the conclusion  regarding the  effectiveness of your disclosure
controls and  procedures.  Change the word "we" to your principal  executive and
principal financial officer.

RESPONSE: WE HAVE REVISED THE LAST PARAGRAPH TO REMOVE THE STATEMENT  "SOLELY AS
         A RESULT OF THIS  MATERIAL  WEAKNESS"  AND HAVE  REPLACED THE WORD "WE"
         WITH "THE PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER".

4. Please note that you are  required to provide your  independent  accountant a
copy of the  disclosures  you are making in  response to Item 4.02 no later than
the day such  disclosures  are made with the  Commission.  In addition,  you are
required to request the independent accountant to furnish a letter, addressed to
the  Commission  stating  whether it agrees with the  statements  made by you in
response  to Item 4.02 and if not,  stating  the  respects  in which it does not
agree. Please file the letter as an exhibit to the Form 8-K, or if not available
at the time of filing,  then the letter  should be filed in an amended  Form 8-K
within two business  days after the receipt of the letter.  Please refer to Item
4.02(c) of form 8-K.

RESPONSE: WE FILED THE ITEM 4.02 FORM 8-K ON DECEMBER  16, 2005 AND INCLUDED THE
         LETTER FROM  ROBISON,  HILL & CO. AS AN EXHIBIT THE IN RESPONSE TO THIS
         COMMENT.

Remediation of Material Weakness in Internal Control, page 13

5. Please remove the second  paragraph of this section  since the  conclusion of
your  principal   executive  and  principal   financial  officer  regarding  the
effectiveness of your disclosure controls and procedures should be as of the end
of the period covered by your report and not as of a date an amendment is filed.

RESPONSE: THE SECOND PARAGRAPH HAS BEEN REMOVED.

Item 12. Certain Relationships and Related Transactions, page 17

6. In accordance  with comment 5, your proposed  amendment  includes as exhibits
the  agreements  underlying all of the  transactions  discussed in this section,
except for the loan from Mr. Pierce in connection  with the sales promotion with
Costco Canada. Please advise us as to whether this agreement is written or oral.
If it is written, please file it as an exhibit.

RESPONSE: THE EXHIBIT IN QUESTION IS WAS INCLUDED IN THE  PROPOSED  AMENDMENT AS
         EXHIBIT 10.7.  WE HAVE REVISED THE  DISCLOSURE TO CLARIFY THAT THE LOAN
         IS FROM 517255 B.C.  LTD., A COMPANY  OWNED BY RICHARD  PIERCE,  WHO IS
         ALSO THE CEO AND CHAIRMAN OF THE BOARD OF GFR PHARMACEUTICALS, INC.

                                       2
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7. In the fourth  paragraph of this  section,  you state the equipment is leased
from your major  shareholder,  identified as Richard Pierce,  and other parties.
The lessor  identified in exhibit 10.4 is 517255BC LTD. Please disclose how your
company and/or Mr. Pierce is related tot his entity.

RESPONSE: WE HAVE  REVISED  THE  DISCLOSURE  TO  CLARIFY  THAT THE LEASE IS WITH
         517255 B.C.  LTD., A COMPANY OWNED BY RICHARD  PIERCE,  WHO IS ALSO THE
         CEO AND CHAIRMAN OF THE BOARD OF GFR PHARMACEUTICALS, INC.

8. We  note  the  discussion  of  related  party  transactions  on page 5 of the
information  statement  your copany  filed with the SEC on November 29, 2005 did
not include the revisions  requested by comments 6 and 7. Please  supplementally
confirm  for us that you will  include the  revised  desclosures  in your future
filings.

RESPONSE: WE WILL INCLUDE THE REVISED DISCLOSURES IN ALL FUTURE FILINGS.

Item 13. Exhibit and Reports on Form 8-K, page 18

9. Please expand the description of each of your exhibits filed pursuant to Item
601(b)(10) of Regulations S-B to identify the  counterparty to the agreement and
the date of the agreement.

RESPONSE: WE HAVE  EXPANDED  THE  DESCRIPTION  OF THE  EXHIBITS  TO INCLUDE  THE
         COUNTERPARTY TO THE AGREEMENT AND THE DATE OF THE AGREEMENT.

FORMS 10-QSB FOR THE QUARTERS ENDED MARCH 31, 2005 AND JUNE 30, 2005

Item 1. Financial Statements

10.  Your  response  to  previous  comment 2 states that you did not correct the
error  prior to  filing  the  10-QSBs.  Please  tell us if the  amounts  for the
comparable quarters in 2004 should be restated.

RESPONSE: THE ERROR DID NOT AFFECT THE QUARTERS  DURING 2004. NO  RESTATEMENT OF
         THE 2004 QUARTERS IS NEEDED.

Item 3. Controls and Procedures

11.  Please  revise your  disclosures  to comply with our  preceding  disclosure
controls  and  procedures  comments on the Form 10-KSB for the fiscal year ended
December 31, 2004.

RESPONSE: WE HAVE REVISED OUR  DISCLOSURES  TO COMPLY WITH THE DECEMBER 31, 2004
         COMMENTS AND REVISIONS.

                                       3
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12.  Please  revise your  disclosure  to state whether there were any changes in
your internal  control over financial  reporting  that occurred  during the last
fiscal quarter covered by your report. You currently refer to the fourth quarter
of 2004.

RESPONSE: WE HAVE REVISED OUR DISCLOSURES TO STATE THAT THERE WERE NO CHANGES IN
         OUR INTERNAL CONTROL OVER FINANCIAL  REPORTING THAT OCCURRED DURING THE
         LAST FISCAL QUARTER COVERED BY OUR REPORT.

                                                         Respectfully Submitted,

                                                         /s/ Richard Pierce
                                                         Richard Pierce,
                                                         President and C.E.O.

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