SecProbe.io

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[Stubbs, Alderton                              JOSEPH STUBBS
& Markiles LLP Letterhead]                     Partner
                                               Direct
                                               Voice      818.444.4507
                                               Direct Fax 818.474.8607
                                               Mobile     626.926.6018
                                               E-Mail     jstubbs@biztechlaw.com

November 22, 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 NOVEMBER 3, 2004
                  WITH RESPECT TO:
                  AMENDMENT NO. 1 TO REGISTRATION STATEMENT ON FORM SB-2
                  FILE NO. 333-117868, FILED OCTOBER 8, 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. 2 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 November 3, 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.       WE NOTE YOUR  RESPONSE TO COMMENT 1 AND REISSUE THE COMMENT IN
PART.  PLEASE  UPDATE  THE  AMOUNT OF THE LOANS  YOU HAVE  OUTSTANDING  WITH THE
PEOPLE'S REPUBLIC OF CHINA GOVERNMENT AS OF A MORE RECENT DATE. AT PRESENT,  THE
DATE IS AS OF MARCH 31, 2004.

         The  Company  has  updated the  information  in the SB-2  Amendment  in
response to the Staff's comments,  including updating the amount of the loans to
the  People's  Republic of China to as of  September  30,  2004,  the end of the
Company's most recently completed fiscal quarter.

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

<PAGE>

Securities and Exchange Commission
November 22, 2004
Page 2

COVER PAGE

         2.       WE NOTE YOUR  RESPONSE TO COMMENT 4 AND  REISSUE THE  COMMENT.
YOUR COVER PAGE STILL CONTAINS TOO MANY DETAILS. PLEASE LIMIT THE INFORMATION IN
THE COVER PAGE THAT IS  REQUIRED  BY ITEM 501 OF  REGULATION  SB.  FOR  EXAMPLE,
PLEASE  REVISE THE COVER PAGE TO DELETE  THE FOURTH AND FIFTH  SENTENCES  OF THE
SECOND  PARAGRAPH  BEGINNING  "ALL  COSTS  ASSOCIATED....,"  AND  THE  PARAGRAPH
BEGINNING  WITH "THE SELLING  STOCKHOLDERS  CONSIST OF ...." PLEASE  REVISE YOUR
COVER PAGE ACCORDINGLY.

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

TABLE OF CONTENTS

         3.       PLEASE  REMOVE THE LAST  PARAGRAPH  ON THIS PAGE TO  SOMEWHERE
AFTER THE RISK FACTOR SECTION.

         The Company has moved the paragraph to after the risk factor section of
the SB-2 Amendment.

RISK FACTORS

         4.       WE NOTE YOUR  STATEMENT IN THE  INTRODUCTORY  PARAGRAPH OF THE
RISK  FACTOR  SECTION  PROVIDING,  "[A]DDITIONAL  RISKS  AND  UNCERTAINTIES  NOT
PRESENTLY KNOWN TO US, OR THAT ARE CURRENTLY BELIEVED TO BE IMPORTANT TO YOU, IF
THEY MATERIALIZE,  ALSO MAY ADVERSELY EFFECT US." PLEASE ELIMINATE THIS SENTENCE
AS IT IMPLIES  THAT  THERE ARE OTHER  RISKS THAT THE  INVESTOR  SHOULD  CONSIDER
BEFORE INVESTING IN YOUR COMPANY WHEN THE RISK FACTOR SECTION SHOULD LIST ALL OF
THE RISKS KEY TO AN INVESTMENT DECISION.

         The Company has deleted this sentence from the SB-2 Amendment.

"INVESTORS MAY NOT BE ABLE TO ADEQUATELY  EVALUATE OUR BUSINESS DUE TO OUR....,"
PAGE 3

         5.       WE  NOTE  YOUR   RESPONSE  TO  COMMENT  18  AND  YOUR  REVISED
DISCLOSURE.  PLEASE REVISE YOUR  SUBHEADING TO REFERENCE  YOUR  AUDITORS'  GOING
CONCERN OPINION ABOUT THE COMPANY.

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

<PAGE>

Securities and Exchange Commission
November 22, 2004
Page 3

         6.       PLEASE DISCUSS HOW LONG YOU ANTICIPATE  REMAINING  OPERATIONAL
GIVEN YOUR CURRENT FINANCIAL RESOURCES AND EXPENSES.

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

"OUR OPERATING RESULTS MAY FLUCTUATE  SIGNIFICANTLY,  WHICH MAY RESULT IN ....,"
PAGE 4

         7.       PLEASE EXPLAIN WHY YOU EXPECT THE SECOND AND THIRD QUARTERS TO
BE STRONGER  THAN THE FIRST AND FOURTH  QUARTERS.  PLEASE ALSO  PROVIDE  SIMILAR
DISCLOSURE IN YOUR BUSINESS SECTION.

         The Company  expects the second and third  quarters to be stronger than
the first and fourth  quarters  because the second and third  quarters  coincide
with the agricultural growing seasons in the Company's primary markets in China.
It is during these times when application of the Company's  fertilizer  products
would be most  beneficial to growers,  and  therefore  the Company  expects that
demand will be greater in those periods.

         The Company has added a similar  explanation  in the risk factor and in
the Business section of the SB-2 Amendment.

"WE DEPEND ON A FEW CUSTOMERS FOR A  SIGNIFICANT  PORTION OF OUR REVENUE  ....,"
PAGE 9

         8.       WE NOTE YOUR  RESPONSE TO COMMENT 15. TO THE EXTENT ANY OF THE
THREE MAJOR CUSTOMERS CONSTITUTED  INDIVIDUALLY OR WITH AFFILIATES MORE THAN 10%
OF YOUR  REVIEW,  YOU SHOULD  IDENTIFY  THEM.  PLEASE  ADVISE US OR REVISE  YOUR
DISCLOSURE ACCORDINGLY.

         The Company has revised the disclosure in the risk factor and elsewhere
in the SB-2  Amendment to identify  each major  customer who  accounted for more
than 10%,  individually  or with  affiliates,  of its revenues in the applicable
periods.

         9.       IN ADDITION,  PLEASE  INDICATE IF YOU MAINTAIN ANY  AGREEMENTS
WITH ANY OF THESE  CUSTOMERS.  IF SO,  PLEASE  FILE THEM AS  AGREEMENTS  TO YOUR
REGISTRATION  STATEMENT.  PLEASE  ALSO  DESCRIBE  IN YOUR  BUSINESS  SECTION THE
MATERIAL  TERMS  OF  THIS  AGREEMENT,  INCLUDING  THE  TERMINATION  DATE  OF THE
AGREEMENT.

         The  Company  does  not  have  agreements  with  any of its  customers.
Purchases  are  generally  made on an  order-by-order  basis.  The  Company  has
included disclosure regarding the lack of any agreements in the risk factor.

<PAGE>

Securities and Exchange Commission
November 22, 2004
Page 4

"OUR  SUCCESS  DEPENDS  IN PART UPON OUR  ABILITY  TO  RETAIN  AND  RECRUIT  KEY
PERSONNEL," PAGE 5

         10.      WE NOTE  YOUR  RESPONSE  TO  COMMENT  28.  PLEASE  FILE  THESE
EMPLOYMENT  AGREEMENTS  AS  EXHIBITS.  IN  ADDITION,  IN  THE  SECTION  ENTITLED
EXECUTIVE  COMPENSATION OR SOME OTHER APPROPRIATE PLACE IN THE DOCUMENT,  PLEASE
EXPAND THE  DISCUSSION OF THE  EMPLOYMENT  AGREEMENTS  AND DESCRIBE ALL MATERIAL
TERMS OF THESE AGREEMENTS, INCLUDING ANY RESTRICTIVE COVENANTS AND OBLIGATIONS.

         The Company has filed the  employment  agreements  as Exhibit 10.13 and
Exhibit  10.14 to the  SB-2  Amendment.  In  addition,  the  Company  has  added
disclosure  to  the  Executive   Compensation  section  of  the  SB-2  Amendment
describing the material terms of the agreements.

"WE MAY NOT BE ABLE TO ACCESS SUFFICIENT UNDER THE EQUITY LINE OF CREDIT. . ..,"
PAGE 13

         11.      IN RESPONSE TO COMMENT 50, YOU  SUPPLEMENTALLY  INDICATED THAT
YOU MAY AVOID ISSUING  SHARES TO CORNELL  CAPITAL  UNDER CERTAIN  CIRCUMSTANCES.
PLEASE REVISE THIS RISK FACTOR TO DISCLOSE THOSE  CIRCUMSTANCES YOU DESCRIBED TO
US.

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

USE OF PROCEEDS, PAGE 14

         12.      WE NOTE YOUR  RESPONSE  TO  COMMENT  50 AND YOUR  SUPPLEMENTAL
RESPONSE.  PLEASE REVISE YOUR DISCLOSURE TO INCLUDE THE RESPONSE YOU PROVIDED US
REGARDING THE INCREASE IN GENERAL  ADMINISTRATIVE AND OPERATION EXPENSES AND WHY
THE GREATER PROCEEDS MAY LIKELY RESULT IN YOU INCURRING A GREATER AMOUNT OF SUCH
EXPENSES.

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

EQUITY LINE OF CREDIT

         SUMMARY, PAGE 16

         13.      WE  NOTE  YOUR  RESPONSE  TO OUR  PRIOR  COMMENT  62 AND  YOUR
SUPPLEMENTAL  RESPONSE.  PLEASE  REVISE  YOUR  DISCLOSURE  IN THIS  SECTION  AND
ELSEWHERE IN THE  PROSPECTUS  TO PROVIDE  THAT YOU WILL BE RECEIVING  95% OF THE
DEFINED MARKET PRICE OF THE COMMON STOCK FROM EACH ADVANCE.

         The Company has  revised the  disclosure  in the Equity Line of Credit,
Summary  section  and  throughout  the  prospectus  in  response  to the Staff's
comments.

<PAGE>

Securities and Exchange Commission
November 22, 2004
Page 5

         14.      WE NOTE YOUR  SUPPLEMENTAL  RESPONSE  TO  COMMENT  65 AND YOUR
REVISED DISCLOSURE. IN YOUR RESPONSE TO COMMENT 50, YOU SUPPLEMENTALLY INDICATED
THAT UNDER  CERTAIN  CIRCUMSTANCES  YOU WERE ABLE TO AVOID ISSUING THE SHARES TO
CORNELL CAPITAL. PLEASE PROVIDE SIMILAR DISCLOSURE IN THIS SECTION.

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

DESCRIPTION OF BUSINESS

         15.      WE  NOTE  YOUR   STATEMENT   THAT  IN  CONNECTION   WITH  YOUR
ACQUISITION OF A PATENT RIGHT, THE CHINA  AGRICULTURAL  UNIVERSITY HAS AGREED TO
PROVIDE "FREE RESEARCH AND TECHNOLOGY  SUPPORT SERVICES" IF YOU DETERMINE TO USE
THE PATENT TO PRODUCE  COMMERCIAL  PRODUCTS.  BASED ON YOUR  DISCLOSURE THAT YOU
INTEND TO INTRODUCE IN THE MARKETS IN EARLY 2005 CERTAIN PRODUCTS  STEMMING FROM
THIS PATENT,  PLEASE  DISCLOSE WHAT  SPECIFIC  RESEARCH AND  TECHNOLOGY  SUPPORT
SERVICES THE UNIVERSITY WILL PROVIDE YOU. IN ADDITION, PLEASE DISCLOSE WHEN SUCH
SERVICES WOULD COMMENCE.

         The  Company has revised the  disclosure  in the  Business  section and
elsewhere in the SB-2 Amendment in response to the Staff's comments.

         16.      IN ADDITION,  PLEASE EXPAND YOUR  DESCRIPTION OF THE AGREEMENT
WITH THE CHINA  AGRICULTURAL  UNIVERSITY  TO DESCRIBE  ANY  MATERIAL  RIGHTS AND
OBLIGATIONS  PURSUANT TO THE AGREEMENT,  INCLUDING WHETHER YOU HAVE ANY RECOURSE
IF THE UNIVERSITY  DOES NOT PROVIDE THE "FREE  RESEARCH AND  TECHNOLOGY  SUPPORT
SERVICES" YOU ARE ENTITLED TO.

         The Company has revised the  disclosure  regarding its  agreement  with
China  Agricultural  University  in  response  the  Staff's  comments.  We  note
supplementally that the Company's recourse against China Agricultural University
for  failure  to perform  obligations  under the  agreement  would be to bring a
lawsuit for breach of contract to recover damages.

MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

         17.      REFER TO YOUR  RESPONSE  TO COMMENT 77.  PLEASE  EXPLAIN TO US
WHAT YOU MEAN BY "ACCOUNTS  RECEIVABLE WILL BE HIGH BASED ON CLIENTS FOR WHOM WE
MAKE SHIPMENTS IMMEDIATELY  SUBSEQUENT TO THE CLOSE OF THE QUARTER." THAT SOUNDS
LIKE YOU RECOGNIZED  THE  RECEIVABLE AND PRESUMABLY THE REVENUE BEFORE  DELIVERY
AND PASSAGE OF TITLE.

         The initial response to comment 77 was incorrect due to and inadvertent
error.  The statement  should have read that the Company's  accounts  receivable
will be high based on clients for whom the  Company  makes  quarterly  shipments
immediately PRIOR to the close of the quarter.  More  specifically,  the Company
records a receivable and

<PAGE>

Securities and Exchange Commission
November 22, 2004
Page 6

recognizes  revenue  only upon  delivery  to and  subsequent  acceptance  by the
customer of the applicable products,  consistent with the guidelines established
by SAB No. 101.

         18.      REFER TO YOUR  RESPONSE AND REVISED  DISCLOSURE  FOR OUR PRIOR
COMMENT 78. IT APPEARS THAT YOU WILL USE APRIL 12, 2004 AS THE MEASUREMENT  DATE
FOR VALUING THE 1,000,000  SHARES THAT WILL BE ISSUED FOR THE PATENT AND RESULTS
IN A VALUE OF $630,000  WHEN YOU RECORD THE  ACQUISITION  OF THE PATENT.  PLEASE
TELL US HOW APRIL 12, 2004 MEETS THE CRITERIA IN ISSUE 1 IN EITF 96-18.

         With respect to the valuation of the  1,000,000  shares of common stock
issuable in conjunction with the Company's  acquisition of a patent in 2004, the
Company has  reviewed  the  guidelines  to  determine  the  measurement  date as
discussed  in Issue 1 of EITF  96-18 and has  further  reviewed  the  underlying
transaction documentation.

         EITF 96-18 states that the Company should measure the fair value of the
shares of common  stock using the stock  price as of the earlier of either:  (1)
the date at which a commitment for  performance by the  counterparty to earn the
common stock is reached (subject to the existence of defined  disincentives  for
non-performance),  or (2) the date at which the  counterparty's  performance  is
complete.

         On April 12, 2004,  the Company  entered into the agreement  with China
Agricultural  University to acquire  patent no. ZL 93101635.5  entitled  "Highly
Effective Composite Bacteria for Enhancing Yield and the Related Methodology for
Manufacturing".  This patent was originally  granted by the PRC Patent Bureau on
July 12, 1996.  Based on the  guidelines  provided by EITF 96-18,  since the PRC
government  approval  authorizing the  registration of the patent in the name of
the Company was issued on July 20, 2004,  the Company  determined to utilize the
market  price  of its  common  stock  on July 20,  2004 of  $0.42  per  share to
calculate  the value of the 1,000,000  shares of common  stock,  resulting in an
aggregate value of $420,000.  The Company's September 30, 2004 interim financial
statements reflect this valuation.

         19.      REFER TO YOUR  RESPONSE TO OUR PRIOR  COMMENT 79. WE NOTE YOUR
EXPANDED DISCUSSION RELATING TO AGRICULTURAL POLICY, FISCAL AND MONETARY POLICY,
FOREIGN INVESTMENT POLICY AND FOREIGN EXCHANGE POLICY.  HOWEVER,  WE WERE UNABLE
TO LOCATE  WHERE YOU  DISCUSSED  THE  RELATED  IMPACT OF THESE  POLICIES  ON THE
COMPANY'S LIQUIDITY AND CAPITAL RESOURCES, AS REQUESTED IN OUR ORIGINAL COMMENT.
PLEASE REFER BACK TO OUR PREVIOUS COMMENT 79 AND PROVIDE THIS DISCLOSURE OR TELL
US WHERE IT IS LOCATED IN THE FILING.

         The  Company has revised  the  disclosure  related to these  matters in
response to the Staff's comment.

<PAGE>

Securities and Exchange Commission
November 22, 2004
Page 7

LIQUIDITY AND CAPITAL RESOURCES

         20.      PLEASE  REVISE  TO  DISCLOSE  THE  NUMBER  OF SHARES OF COMMON
STOCK,  BASED ON YOUR  CURRENTLY  OUTSTANDING  SHARES,  THAT YOU COULD  ISSUE TO
CORNELL GIVEN THE 9.9%  RESTRICTION  DISCUSSED ON PAGE 18 AND THE MAXIMUM AMOUNT
OF PROCEEDS THAT WOULD RESULT BASED ON THE CURRENT PRICE OF YOUR STOCK. CONSIDER
ADDITIONAL REVISIONS ELSEWHERE IN THE FILING AS APPROPRIATE, PARTICULARLY IN THE
USE OF PROCEEDS SECTION, THAT PORTRAYS ISSUANCE OF A NUMBER OF SHARES THAT WOULD
APPEAR TO FAR EXCEED 9.9%.

         The Company has the  disclosure in the Liquidity and Capital  Resources
and Use of Proceeds  sections of the SB-2  Amendment  in response to the Staff's
comments.

         21.      WE NOTE YOUR  RESPONSES  TO COMMENT 83 AND REISSUE THE COMMENT
IN PART.  PLEASE  FILE THE LOAN  AGREEMENTS  AS  EXHIBITS  TO YOUR  REGISTRATION
STATEMENT. TO THE EXTENT FILING WOULD BE IMPRACTICABLE OR NOT NECESSARY,  PLEASE
SUPPLEMENTALLY EXPLAIN TO US THE REASONS.

         As of September  30, 2004,  the Company's  borrowings  consisted of the
following:

         o        $1,087,390 in  outstanding  borrowings  made from November 28,
                  2002 to February 1, 2004 from the local government in Zoucheng
                  C