SecProbe.io

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[STUBBS ALDERTON & MARKILES LLP LETTERHEAD]

                                           JOSEPH STUBBS
                                           Partner
                                           Direct Voice   818.444.4507
                                           Direct Fax     818.474.8607
                                           Mobile         626.926.6018
                                           E-Mail         jstubbs@biztechlaw.com

October 8, 2004

Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549-1004

         RE:      KIWA BIO-TECH PRODUCTS GROUP CORPORATION
                  RESPONSES TO STAFF COMMENTS OF SEPTEMBER 3, 2004
                  WITH RESPECT TO:
                  REGISTRATION STATEMENT ON FORM SB-2
                  FILE NO. 333-117868
                  FILED AUGUST 2, 2004

Ladies and Gentlemen:

         On behalf of Kiwa Bio-Tech  Products Group Corporation (the "COMPANY"),
we have  enclosed  for  filing  one copy with  exhibits  of  Amendment  No. 1 to
Registration Statement on Form SB-2, File No. 333-117868 (the "SB-2 AMENDMENT").

         In  addition  to  filing  the  SB-2   Amendment,   we  hereby   provide
supplementally  the following  responses in reply to the Staff's comment letter,
dated September 2, 2004 (the "COMMENT LETTER"). The factual information provided
herein  relating to the Company has been made  available  to us by the  Company.
Paragraph  numbering  used  for  each  supplemental  response  set  forth  below
corresponds to the numbering used in the Comment 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.).

         The  Company  has  updated the  information  in the SB-2  Amendment  in
response to the Staff's comments.

         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.

          15821 Ventura Boulevard, Suite 525, Encino, California 91436
           office > 818.444.4500 fax > 818.444.4520 www.biztechlaw.com

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Securities and Exchange Commission
October 8, 2004
Page 2

         The Company has considered the  applicability of the NASD rules and has
consulted  with  Cornell  Capital  regarding  any NASD  pre-filing  obligations.
Cornell   Capital  has  informed  the  Company  that  it  is  not  a  registered
broker-dealer and does not have any pre-filing  requirements under NASD rules or
regulations in connection with the transactions covered by the SB-2 Amendment.

         3.  PLEASE  AMEND  THE FORM SB-2 TO  COMPLY  WITH THE AGE OF  FINANCIAL
STATEMENT REQUIREMENTS OF RULE 3-10 OF REGULATION S-B.

         The Company has included interim financial statements for the Company's
quarterly period ended June 30, 2004 in the SB-2 Amendment.

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.

         The  Company  has  revised  the cover page in  response  to the Staff's
comments.

         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."

         The  Company  has  revised  the cover page in  response  to the Staff's
comments.

         6. PLEASE REVISE THE SENTENCE  BEGINNING "THE SELLING  SHAREHOLDERS MAY
BE DEEMED  UNDERWRITERS..."  AS YOU HAVE DISCLOSED THAT CORNELL  CAPITAL "IS" AN
UNDERWRITER.

         The Company has revised this sentence to identify Cornell Capital as 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.

         The Company has revised  disclosure  throughout  the SB-2  Amendment in
response to the Staff's comments.

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Securities and Exchange Commission
October 8, 2004
Page 3

         8. PLEASE  INCLUDE THE CURRENT  MARKET PRICE OF YOUR COMMON STOCK AS OF
THE MOST PRACTICABLE DATE.

         The  Company  has  revised  the cover page in  response  to the Staff's
comments.

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.

         The Company currently satisfies all of its manufacturing needs in-house
at the Company's  facilities in China.  The Company does not have any agreements
with third parties for the  manufacture of its products.  The Company  purchases
its raw materials  from a variety of suppliers,  does not rely any individual or
group of suppliers,  and does not have any agreements with such  suppliers.  The
key raw  materials  used in  production  of the  Company's  products  are widely
available from a wide variety supply sources.  Historically, the Company has not
experienced in difficulty in procuring adequate quantities of raw materials. The
Company does not anticipate any difficulties in procuring  sufficient amounts of
raw materials for its business for the foreseeable future.

         10. IF YOU DO NOT HAVE ANY LONG-TERM MANUFACTURING AGREEMENTS, DISCLOSE
THIS INFORMATION AND DISCLOSE WHEN ANY SHORT-TERM SUPPLY AGREEMENTS EXPIRE.

         As discussed in the response to #9, the Company does not currently have
any manufacturing or supply agreements with any third parties.  In addition,  as
discussed  elsewhere in this response  letter,  the Company does not rely on any
outside  manufacturer or any individual or group of suppliers.  As a result, the
Company  respectfully  asserts that no further risk factor  disclosure  on these
issues is necessary.  However,  the Company has revised the Business  section of
the SB-2 Amendment to include disclosure regarding it manufacturing and sourcing
in response to the Staff's comments.

         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

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Securities and Exchange Commission
October 8, 2004
Page 4

QUALITATIVE  AND/OR  QUANTITATIVE  IMPACT OF THE  INTERRUPTION  TO YOUR BUSINESS
CAUSED BY THEIR FAILURE TO MEET THESE GUIDELINES.

         The Company  does not rely on any sole source  providers.  As a result,
the  Company  respectfully  asserts  to that an  additional  risk  factor is not
necessary.

         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.

         The  Company  currently  owns the rights to a single  patent,  which it
acquired from China Agricultural University. The Company does not currently have
any  commercial  products  using the  technology  underlying  this  patent.  Its
business is therefore not dependent on the patent. In addition, the Company does
not rely on any intellectual property licenses.

         The Company does have trademarks in China for the products sold in that
country. If these trademarks were challenged, the Company may have to change the
marks under which its  products  are sold,  packaging  and  marketing  and other
promotional  materials  to use a different  product name or mark.  However,  the
Company does not believe its  business is  dependent  on continued  use of these
trademarks or would be materially  adversely  affected if the Company's right to
use its trademarks was challenged.

         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.

         The Company has included an  additional  risk factor in response to the
Staff's comments.

         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.

         The Company has included an  additional  risk factor in response to the
Staff's comment.  We note supplementally that the Company is incorporated in the
State of Delaware and is qualified to conduct business as a foreign  corporation
in State of  California.  As a result,  the Company has  consented to service of
process in both of those

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Securities and Exchange Commission
October 8, 2004
Page 5

states. In addition,  the Company's  principal  executive offices are located in
the United  States and that the  Company's  Chief  Executive  Officer,  its Vice
President of new product  development and its Secretary all currently  reside in
the United States.

         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.

         The Company has included an  additional  risk factor in response to the
Staff's comments.

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.

         The  Company  has  revised  the risk  factor in response to the Staff's
comments.

         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.

         The  Company  does not  currently  produce,  market  or sell any of its
products  in the United  States,  nor does it have any plans to enter the United
States  market for at least the next year.  In  addition,  the Company  does not
expect to  manufacture  or sell any drugs or programs  requiring  approval by or
filing of  applications  with the FDA.  The  Company  produces  and  sells  only
agricultural products at this time and currently is selling its products only in
China.  Prior to  producing or selling any  products in the United  States,  the
Company intends to explore which Federal,  state, local or other governmental or
regulatory  authorities  which it will  need to  submit  applications  or obtain
license or approvals.

         In China,  the  Company is required to obtain a license for each of its
products from the Chinese Agriculture  Department prior to selling its products.
In order to obtain a license,  the Agriculture  Department conducts  performance
tests on the  products.  If the  initial  tests are  passed to the  Department's
satisfaction,  a temporary  license is issued and the producer may begin selling
the products.  The Agriculture  Department then conducts more extensive  testing
before issuing a permanent license. The Company has obtained temporary licenses

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Securities and Exchange Commission
October 8, 2004
Page 6

for all of its existing products. The temporary licenses are renewable annually.
Permanent licenses have a term of five years and are renewable at the end of the
term.  The  Company  currently  has  temporary  licenses  from  the  Agriculture
Department for all of its existing products.  The Company estimates that it will
take  between six months and one year to obtain the  permanent  licenses for the
Company's existing products.

         The Company has added  disclosure  to the risk factor  summarizing  the
license process in China.

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.

         The  Company  has  consolidated  the risk  factors in  response  to the
Staff's comments.

         19. PLEASE DISCLOSE YOUR ACCUMULATED LOSSES AS OF JUNE 30, 2004.

         The  Company  has  revised  the  disclosure  in response to the Staff's
comments.

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.

         Market price  volatility with respect to the Company's stock may result
in lower prices for the Company stock,  making it more difficult for the Company
to obtain equity  financing on terms and  conditions  which are favorable to the
Company,  if at all. The Company expects to continue to incur losses in the near
future as it develops and markets its initial products. As a result, the Company
will be dependent on additional debt or equity financing to fund its operations.
If such financing is not available on terms which are acceptable to the Company,
the Company may have to delay  development  of new products  and/or reduce sales
and  marketing  efforts  for its  existing  products.  Such  actions may have an
adverse effect on the Company results of operations. In addition,  uncertainties
with respect to the  Company's  ability to raise  additional  capital would make
operational planning more difficult.

         The Company has revised the risk factor to include a similar discussion
in response to the Staff's comments.

         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

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Securities and Exchange Commission
October 8, 2004
Page 7

LAST TWO  FISCAL  YEARS AND ANY  SUBSEQUENT  INTERIM  PERIOD TO  ILLUSTRATE  ITS
HISTORIC VOLATILITY. PLEASE ALSO DISCLOSE THE SOURCE OF THIS INFORMATION.

         Since January 1, 2002, the market price for our commen