SecProbe.io

November  5, 2010

Jinghe Zhang , Chief Executive Officer
G2 Ventures, Inc.
16th Floor, Tianjin Global Zhiye Square, 309 Nanjing Road,
Nankai District, Tianjin, PRC

Re: G2 Ventures , Inc.
Form 8 -K
  Filed on October 7 , 2010
  File: 333-108715

Dear Mr.  Zhang :

We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why  in your response.

After reviewing any amendment to your filing and the information you provide in
response to these comments, we may have additional comments.

Entry into a Material Definitive Agreement, page 5
1. We note your short descriptions of your  VIE agreements on pages five and seven.  Please
revise to provide a description of all of the material terms of these agreement s.
2. We note your disclosure on page six that you entered into the VIE arrangement s because
“it was not feasible for us to acquire PRC companies for cash pursuant to PRC laws and
regulations ….”  Please revise the appropriate places in the current report  to clearly
describe the regulatory regi me that made it more feasible for  the Company to use the VIE
arrangement s instead of c ash.
3. The disclosure on page 5 indicates that the Consulting Services Agreement provides
Junhe Consulting with the right to “advise, consult, manage and operate Joway Group.”
However, exhibit 10.2 states that Junhe Consulting will provide advice and assist ance.
Please reconcile the disclosure.

Jinghe Zhang
G2 Ventures, Inc.
November  5 , 2010
Page 2

 4. Please provide a discussion of the consideration provided to the shareholders of Joway
Group for entering into the VIE agreements.  In addition, we note that Zhang Jinghe
signed these agreements for both parties to t he transaction.  Please disclose whether
Joway Group and Junhe Consulting were under common control at the time these
agreements were entered into.  Please  also provide a more detailed discussion of the
reasons for these agreements.   We also note that Zhang Jin ghe signed the Share Exchange
Agreement on behalf of G2 Ventures.  Please explain his relationship with G2 Ventures
and/or Crystal Globe at or prior to entering into these agreements.
5. Please disclose the material terms of the option agreement.  We note tha t the purchase
price of the equity interest is equal to the capital paid in by the transferors.   Please clarify
the amount of capital paid by the  shareholders of the Joway Group.
6. Please clarify the role of Lionel Even Liu and Crystal Globe  Ltd.  For exam ple, please
clarify whether Mr. Liu and/or Crystal Globe  Ltd. were involved with the founding,
operation or ownership of the Joway Group or any of its operating subsidiaries , directly
or indirectly .  Also, please clarify whether Mr. Liu has any role other than as an investor.
Lastly, please disclose any relationships, connections or agreements between Crystal
Globe and Zhang Jinghe.
Corporate Structure and History, page 6
7. Please provide a clear discussion of the various transactions in your corporate hist ory,
including a discussion of the relationships between the entities at the time of the
transactions.
8. Please revise to disclose the July 9, 2010, July 25, 2010, and July 28, 2010 transactions
where the Joway Group purchased minority interests of Joway Dec oration, Joway
Technology , and Shengtang Trading from Chen Jingyum and Wang Aiying, as described
on pages F -6 and F -7 of your fiscal year end financial statements.  Also, please clarify the
role of Chen Jingyum and Wang Aiying as to the Company or its subs idiaries.  We note
that you lease property from Mr. Aiying according to Exhibit 10.9.  Further, please file
the agreements related to these stock purchases as exhibits, pursuant to Item 601 of
Regulation S -K.
9. Please provide the basis for your belief on pag e seven that the terms of the VIE
Agreements are no less favorable than what could be obtained from third parties or
remove.  It appears that these transactions were all related party transactions.
10. We note the statement that PRC counsel believes that your con duct of business through
these agreements complies with existing PRC laws, rules and regulations.  Please provide
the consent of counsel for this statement.  Also, clarify whether counsel provided you
with an opinion.  If so, please file as an exhibit.

Jinghe Zhang
G2 Ventures, Inc.
November  5 , 2010
Page 3

 11. We note the disclosure on page eight that you received a certificate of approval on
September 9, 2010 from the local PRC government regarding the foreign ownership of
Junhe Consulting by Dynamic Elite.  Please disclose the regulations under which such
approva l was obtained.

Description of Business, page 9
12. Please provide us supplementally with copies of the sources cited throughout the business
section, including the Niwa Institute for Immunology study referred to on page nine .  In
addition, we note that the s ources cited discuss the tourmaline gemstone; however, we
note that you purchase liquid tourmaline for use in your product.  Please clarify whether
there are any studies relating to the benefits of liquid tourmaline.
13. Please clarify whether you have a websi te.  If so, please provide the web address.
14. In addition, we note that one of your  principal supplier s has a website where it refers to
itself as Joway Group.  See, http://en.joway.cn/page/html/index.p hp.  Please disclose all
material connections between the two companies  and discuss any confusion that may be
created due to both companies using the name “Joway Group .”
15. We note your disclosure on page 9 regarding the specific benefits of tourmaline and that
tourmaline has “powerful health benefits.”  Please revise to provide the basis for these
statement s.  For example, please indicate whether any scientific studies have been
performed concerning the health benefits of tourmaline  or would otherwise suppor t these
health claims .  We note other claims made elsewhere in this section.  Please provide the
basis for those statements.  We may have further comment.
16. We note the Percentage of Sales column for your “Top Ten Customers in 2008” table on
page 13 .  Some  of the percentages do  not appear to be accurate.  Please revise
accordingly.
17. We note the disclosure on page 16 that approximately 72% of sales were made through
franchise stores.  Please disclose the material terms of the franchise arrangements and file
the standard franchise agreement as an exhibit.
18. We note your discussion regarding China’s “Eleventh Five -Year Plan (2006 -2010)”
concerning China’s efforts to support the PRC healthcare industry.  Please clarify the
relevance  of this disclosure, including wh ether any of these initiatives  would involve the
purchasing or subsidizing the use of tourmaline healthcare products.  It is unclear whether
your products are used, endorsed, or supported by the traditional healthcare industry,
such as hospitals, medical d octors, research centers, etc.  If not, then please remove this
disclosure  or revise to provide a more focused discussion of the industry relating to your
health products .

Jinghe Zhang
G2 Ventures, Inc.
November  5 , 2010
Page 4

 19. Please clarify whether your marketing efforts, and those of your franchisees, are di rected
directly towards the end user, or intermediaries like healthcare professionals like doctors,
hospitals, or other healthcare facilities.
20. Please provide the basis for your belief that you are one of the first few Chinese
tourmaline health product comp anies who possess leading tourmaline particle attachment
technology  or remove.
21. Please clarify your competitive position in your industry, as required by Item
101(h)(4)(iv) of Regulation S -K.
22. Please revise to clarify how the State Food and Drug Administrat ion regulates tourmaline
related healthcare products  and whether any of your products require approval before you
can sell your products .  Provide the disclosure required by Item s 101(h)(4)(viii) and (ix)
of Regulation S -K.
23. Please discuss the costs and effe cts of compliance with environmental laws, as required
by Item 101(h)(4)(xi) of Regulation S -K.
Risk Factors, page 29
We note th at you conduct substantially all of your operations outside of the United States.  In
order to enhance our understanding of how you prepare your financial statements and assess your
internal control over financial reporting, we ask that you provide us with  information that will
help us answer the following questions:
How do you maintain your books and records and prepare your financial statements?
24. If you maintain your books and records in accordance with U.S. GAAP, describe the
controls you maintain to ensure that the activities you conduct and the transactions you
consummate are recorded  in accordance with U.S. GAAP.
25. If you do not maintain your b ooks and records in accordance with U.S. GAAP, tell us
what basis of accounting you use and describe the process you go through to convert your
books and records to U.S. GAAP for SEC reporting.  Describe the controls you maintain
to ensure that you have ma de all necessary and appropriate adjustments in your
conversions and disclosures.
What is the background of the people involved in your financial reporting?
26. We would like to understand more about the background of the people who are primarily
responsi ble for preparing and supervising the preparation of your financial statements and
evaluating the effectiveness of your internal control over financial reporting and their
knowledge of U.S. GAAP and SEC rules and regulations.  Do not identify people by

Jinghe Zhang
G2 Ventures, Inc.
November  5 , 2010
Page 5

 name, but for each person, please tell us:
a) what role he or she takes in preparing your financial statements and evaluating the
effectiveness of your internal control;
b) what relevant education and ongoing training he or she has had relating to U.S.
GAAP ;
c) the nature of his or her contractual or other relationship to you;
d) whether he or she holds and maintains any professional designations such as Certified
Public Accountant (U.S.) or Certified Management Accountant; and
e) about his or her profess ional experience, including experience in preparing and/or
auditing financial statements prepared in accordance with U.S. GAAP and evaluating
effectiveness of internal control over financial reporting.
27. If you retain an accounting firm or other similar or ganization to prepare your financial
statements or evaluate your internal control over financial reporting, please tell us:
a) the name and address of the accounting firm or organization;
b) the qualifications of their employees who perform the services for your company;
c) how and why they are qualified to prepare your financial statements or evaluate your
internal control over financial reporting;
d) how many hours they spent last year performing these services for you; and
e) the total amount of fee s you paid to each accounting firm or organization in
connection with the preparation of your financial statements and in connection with
the evaluation of internal control over financial reporting for the most recent fiscal
year end.
28. If you retain indiv iduals who are not your employees and are not employed by an
accounting firm or other similar organization to prepare your financial statements or
evaluate your internal control over financial reporting, do not provide us with their
names, but please tell us:
a) why you believe they are qualified to prepare your financial statements or evaluate
your internal control over financial reporting;
b) how many hours they spent last year performing these services for you; and
c) the total amount of fees you paid  to each individual in connection with the
preparation of your financial statements and in connection with the evaluation of
internal control over financial reporting for the most recent fiscal year end.
29. We note based on your disclosure on page 56 that y ou have not established an audit
committee.  Please describe the extent of the Board of Directors’ knowledge of U.S.
GAAP and internal control over financial reporting.

Management’s Discussion and Analysis and Plan of Operation, page 42
30. The Management’s Discussion and Analysis section is one of the most critical aspects of
your disclosure.  As such, we request that you revise this section to provide a more
detailed executive overview to discuss the events, trends, and uncertainties that
management views as most critical to your future revenues, financial position, liquidity,

Jinghe Zhang
G2 Ventures, Inc.
November  5 , 2010
Page 6

 plan of operations, and results of operations, to the extent known and foreseeable.  To
assist you in this regard, please refer to the Commission Guidance Regarding
Management’s Discussion and Analysis of Financial Condition and Results of
Operations, Relea se Nos. 33 -8350 (December 19, 2003) at
http://www.sec.gov/rules/interp/33 -8350.htm.  This guidance is intended to elicit more
meaningful disclosure in MD&A in a number of areas, including the overall presentation
and focus of MD&A, with general emphasis on  the discussion and analysis of known
trends, demands, commitments, events and uncertainties, and specific guidance on
disclosures about liquidity, capital resources, and critical accounting.
31. Please provide a more detailed analysis as to the reasons for th e changes in the financial
statement results for each period being compared and quantify if available.
Results of Operations, page 42
General
32. Please revise the analysis of your operating results for each period to describe and
quantify underlying material activities that generated income statement variances
between periods.  For example, provide additional detail explaining the change in
revenues related to the increase in the number of products sold compared to changes in
product pricing.  Your revised dis closure should also provide additional detail explaining
the relationship between your financial statement line items such as the variances in costs
of goods sold and gross profit as a percentage of revenues.  Please ensure to separately
quantify the effec t of each causal factor you cite as an underlying reason for material
changes in you r financial statement amounts.
33. In connection with the preceding comment, please revise the disclosure explaining your
operating results to provide additional information r egarding changes along segmental
lines.  For example, your revised disclosure should provide sufficient detail for an
investor to understand the factors which resulted in the increase in revenue for your
Healthcare Knitgoods segment during the six month pe riod ended June 30, 2010.

Liquidity and Capital Resources, page 46
General
34. Please revise your disclosures to include a more detailed analysis of the components of
your statements of cash flows (i.e., operating, investing, and financing activities) that
explains the significant year -to-year variations in the line items and the resulting impact
on your capital position in each period for which financial statements are provided.  For
example, please explain the change in inventory during the six months ended  June 30,
2010 with a focus on management’s assessment of the increase in finished goods.

Jinghe Zhang
G2 Ventures, Inc.
November  5 , 2010
Page 7

 35. Please revise this sectio n to clarify whether further loans from Mr. Jinghe Zhang,
pursuant to the loan agreements at Exhibits 10.7 and 10.8, are at his discretion.  Further,
please revise to clarify whether Mr. Zhang could dema