SecProbe.io

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Via facsimile and US Mail
Mail Stop 3-09							September 3, 2004

James Nian Zhan, Secretary
Kiwa Bio-Tech Products Group Corporation
17700 Castleton Street, Suite 589
City of Industry, California 91748

Re:	Kiwa Bio-Tech Products Group Corporation
	Registration Statement on Form SB-2
	File No. 333-117868, filed August 2, 2004

Dear Mr. Zhan:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your March 31, and
June
30, 2004 Forms 10-QSB for the comment under "Note 5 convertible
note
payable." The MD&A comments and the December 31, 2003, financial
statement comment can be complied with in future filings including
any
amendment to your Form SB-2.  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.

Form SB-2

General

1. Update all information to the latest practicable date. (e.g.
current stock price, number of shares that you have issued to
Cornell
Capital, if at all.)

2. Please note that a selling shareholder involved in an indirect
primary offering must consider any NASD pre-filing obligations.
Please advise us of your consideration regarding the applicability
of
these provisions of the NASD rules.

3. Please amend the Form SB-2 to comply with the age of financial
statement requirements of Rule 3-10 of Regulation S-B.

Cover Page

4. Your cover page currently contains too many details.  Please
limit
the amount of information you include in your cover page to
information that is required by Item 501 of Regulation S-B.  For
example, you should relocate paragraphs fifth and sixth to the
summary
section of your document or your Selling Shareholders section.
Similarly, please relocate the paragraph starting with the
sentence
"With the exception of Cornell Capital Partners . . . ." to
elsewhere
in your document.

5. Please revise the third line of the cover page where you
disclose
the number of shares of common stock to say "up to 45,277,605
shares
of common stock."

6. Please revise the sentence beginning "The selling shareholders
may
be deemed underwriters . . . ."  as you have disclosed that
Cornell
Capital "is" an underwriter.

7. Please remove the word "trades" or is "traded" from any action
attributed to the Bulletin Board here as well as throughout the
prospectus.  While the Bulletin Board quotes stocks, it does not
trade
them.

8. Please include the current market price of your common stock as
of
the most practicable date.

Risk Factors, page 3

General

9. Do you have agreements with third parties to manufacture your
product candidates?  Or to purchase products? Consider revising
your
disclosure to discuss whether you are substantially dependent on
any
manufacturing or supply agreements, identify the other party to
the
agreement(s) and file the agreement as an exhibit.  If you believe
you
are not substantially dependent on your manufacturing or purchase
agreements, provide us with a supplemental analysis supporting
your
determination.

10. If you do not have any long-term manufacturing agreements,
disclose this information and disclose when any short-term supply
agreements expire.

11. If you rely on any sole source providers, consider including a
separate risk factor and identify the sole source providers,
disclosing this reliance and the impact of their failure to comply
with regulatory guidelines set forth by the FDA, DEA and other
applicable US or Chinese agencies. Any necessary disclosure may
include the potential impact of any fines or sanctions on you, as
well
as the qualitative and/or quantitative impact of the interruption
to
your business caused by their failure to meet these guidelines.

12. To the extent that you are dependent on licenses, trademarks
or
other intellectual property, please revise your disclosure to
include
a discussion of your dependence and the potential consequences to
your
operations if your rights are challenged or you default on your
obligations under any such collaboration and/or license
agreements.

13. Please include a risk factor that discusses your charter and
bylaw
provisions and how such provisions would prevent a change of
control
in management.  In the alternative, advise us as to why you do not
believe a risk factor is necessary.

14. Please include a risk factor that addresses an investor`s
ability
to enforce a service of process or to enforce liabilities against
you
or your directors and officer as you and many of your officers and
directors are based in the People`s Republic of China. In the
alternative, advise us as to why you do not believe a risk factor
is
necessary.

15. We note your disclosure on page 24 under the heading
"Dependence
on Customers" that currently you have 17 customers.  Further, we
note
that one customer accounted for 100% of your net sales for the
first
quarter of fiscal year 2004.  Please include a risk factor
describing
the risk and consequences of your reliance on a limited number of
customers. In the alternative, advise us as to why you do not
believe
a risk factor is necessary.

Investors may not be able to adequately evaluate our business. . .
page 3

16. Please revise your risk factor heading to include disclosure,
if
true, that due to your short operating history you have yet to
generate any profits and that most of your products are still not
available for commercial sale.

17. For each drug or program, state whether you have filed
Investigational or New Drug Applications with the FDA or similar
application with foreign authorities.  If not, state any
applicable
intended time of application and why you would file an
application.
If the filing of the application is itself uncertain at this
stage,
state so.

We have been the subject of a going concern opinion for the year
ended. . .,page 3

18. Please consider consolidating your discussion under this risk
factor with the discussion your first risk factor.

19. Please disclose your accumulated losses as of June 30, 2004.

Our business is subject to fluctuations which may result in
volatility
. . .page 3

20. Discuss the potential effect of market price volatility on
your
stock and any potential effect on your operations.

21. To the extent that you have reliable historical information,
please revise to provide the highest and lowest range of the price
of
your stock during the last two fiscal years and any subsequent
interim
period to illustrate its historic volatility.  Please also
disclose
the source of this information.

22. Many of the bullet points included in the risk factor warrant
separate risk factor disclosure.  To the extent that these factors
have been discussed as separate risk factors, delete them from
this
discussion.  To the extent that they have not been discussed as
separate risk factors, please consider including separate risk
factor
discussions addressing them.

Our success depends in part on our successful development and sale
of
products. .  . ,page 4

23. If you are aware of any specific competition, products in
development or new products that your competitors provide or will
soon
provide, disclose these competitive threats and the potential
impact
of these products or product introductions on your business.
Also,
you should consider naming your most relevant competitors, whose
business activities could have a material adverse effect on your
prospects or business going forward. If there are too many
competitors
to name, please disclose the approximate number of competitors in
your
target markets.

24. Please revise this risk factor to disclose specifically how
this
risk has affected and will affect your operations, cash flows,
financial condition or business. For example, please discuss any
current or planned programs you expect to curtail if financing or
revenues are impacted by the failure of program or if you
otherwise
fail to meet governmental regulations or voluntary quality
programs.
You may wish to consider providing separate  disclosure under
another
risk factor discussion addressing the success of your testing and
the
various regulatory approval processes applicable to your products.

25. Please also disclose that products you currently have for
commercial sale and when you commenced sales of that specific
product.

Our success depends in part on our ability to retain and recruit
key
personnel,. . . page 4

26. Identify the "key" executives and scientific, regulatory, and
medical advisors on whom you depend.

27. 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 any key employee has plans to
retire
or leave your company in the near future, please revise the
discussion
to disclose this information.

28. Please state whether you maintain employment agreements with
your
key personnel, employees or consultants and disclose the term and
termination provisions of any such contracts.

We currently do not have sufficient revenues to support our
business.
. ., page 4

29. This risk factor appears to be discussing three separate
risks.
More specifically, the risk factor associated with your need to
raise
additional capital to continue operations; the separate risk that
if
you issued additional capital, the dilution consequences of such
an
issuance; and the separate risk that raising funds through
collaborations and licensing arrangements may impose on you.
Please
revise this section such that each risk factor is presented
separately.

30. Please revise your disclosure to describe your current
business
plans, in the short term and the long term.  Include a detail of
your
current cash needs to conduct those business plans for the next 24
months. Also revise to describe any alternative business plans if
you
are unable to raise the capital required to conduct or expand your
business according to these plans.

Restrictions on currency exchange may limit our ability to
effectively
receive. . ., page 5

31. Please revise your disclosure to discuss the potential impact
of
the foreign exchange risk and foreign ownership restrictions on
your
operating results.  Please also include a discussion of any
hedging
arrangements you may employ, and the impact you expect these
arrangements to have in your operating results.  If you expect to
conduct operations in countries other than China within the next
24
months, please include these countries in your discussion.

32. If China is the only jurisdiction outside the US in which you
expect to conduct operations in the near future, then please
consider
revising to consolidate your discussion under the risk factor
entitled
"Changes in China`s political, social, economic or legal systems
could
materially harm our business" with this risk factor.

"Changes in China`s political, social, economic or legal systems
could
materially . . . .," page 5\

33. Please explain what, if any, specific political, social,
economic
and legal risks you have historically experienced in conducting
operations in China.

Our ability to generate revenues could suffer if the Chinese ag-
biotechnology market. . page 6

34. Please revise to discuss the length of time you anticipate it
will
take to develop the ag-biotechnology industry in China, and also
how
you expect to will fund your operations, or what other impact the
development course of the industry in China will have on your
operations.

We may not be able to adequately protect our intellectual property
rights. . . page 6

35. For each drug or program, please identify the foreign
regulatory
agencies from which you currently intend to seek approval or
protection, and state how far you have progressed in filing the
applications.

36. Revise to disclose your dependence upon, the duration of, and
effect of all patents, trademarks, and licenses.

We may become involved in intellectual property litigation, . .
page 6

37. Expand your discussion to include the number of patents you
have,
the number of patent applications you have filed and which
countries
you have filed them in, as well as the number of patents licensed
to
you.  Identify any products in development to which these patents
and
patent applications attach. In your discussion, briefly describe
your
patents for any key products and the expiration date of such
patents.

38. To the extent that you have received any communications,
allegations, complaints, and threats of litigation related to the
possibility that you might have infringed patents held by others,
include a discussion of the potential infringement and potential
consequences.  The consequences should include the expense of
litigation as well as the consequences if it is determined that
you
are infringing on a third party`s intellectual property.

We face technical risks associated with commercializing our
technology. . .page 7

39. In addition, in your Business section, please disclose your
broad
plan, including strategies, to compete in your industry.

"If an active trading market for our securities does not remain in
existence. . . .", page 7

40. Please disclose the current trading volume of your common
stock as
well as the price per share as of a recent date.  Please also
disclose
the number of shareholders you had as of a recent date.

 We are controlled by two existing stockholders, whose interests
may
differ. . .,page 7

41. We note that numerous empirical studies have concluded that
anti-
takeover measures do not preclude unsolicited takeovers, have no
major
effect on the stock price of public companies not subject to
takeover
speculation, and actually lead to higher takeover premiums for
target
companies.  See, for example, R. Comment & G. Schwert, Poison or
Placebo? Evidence on the Deterrence and Wealth Effects of Modern
Anti-
takeover Measures, 39 Journal of Financial Economics 3 (1995).
Accordingly, it does not appear that the risk, as framed by the
company, is an actual risk to investors.  The exact risk should be
clear from the caption, and accompanying discussion must explain
how
the disclosed risk affects the issuer or the offering.  It appears
that the more significant risk to investors is how these measures
may
prevent or frustrate any attempt to replace or remove the current
management of the company by shareholders.  Please revise this
subheading and risk factor to more clearly disclose the actual
risks
of this and any other applicable anti-takeover measures, or delete
the
risk factor.

The potential designation of our common stock as a "penny stock"
could
impact. . ., page 8

42. Consider revising your disclosure to consolidate your
discussion
in this risk factor with your discussion in the risk factor
entitled,
"Broker-dealer requirements imposed by the designation of our
stock as
a `penny-stock` may affect the trading market for our common
stock."

43. We note your disclosure that your common stock "could be
considered to be a penny-stock."  Given the price of your common
stock, please indicate if you are a penny stock company or not.

We do not intend to pay dividends in the foreseeable future, page
8

44. Please revise to clearly state that readers should not rely on
an
investment in your company if they require dividend income and an
income to them wou