SecProbe.io

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

MAIL STOP 03-08

	November 26, 2004

Mr. Yulong Guo, CEO
Asia Electrical Power International Group, Inc.
#703-1112 West Pender Street
Vancouver, BC V6E2S1 Canada

	RE:	Asia Electrical Power International Group, Inc.
		Registration Statement on Form SB-2
		Commission File No. 333-120114
		Filed on October 29, 2004

Dear Mr. Guo:

	We have reviewed your filing and have the following comments.
Where indicated, we think you should revise your document in response
to these comments.  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.

General
1. We note that this resale registration statement is your initial
public offering.  We also note the selling shareholders constitute
your directors, officers, and largest shareholder.  Given the nature
of the offering and identity of the selling shareholders, it appears
that the offering is being made "by or on behalf of the registrant."
Please tell us if this is accurate, and if so, whether and how Rule
415(a)(4) applies to this offering.
2. Please tell us whether any of the selling shareholders are broker-
dealers or affiliated with broker-dealers.  For all selling
shareholders that are broker-dealers, disclose that they are
"underwriters" within the meaning of the Securities Act of 1933.  You
should revise the Plan of Distribution to state the names of the
selling shareholders who are broker-dealers, and to state that they
are also underwriters with respect to the shares that they are
offering for resale.
3. For selling shareholders who are affiliates of broker-dealers,
disclose, if true, that:

* The seller purchased in the ordinary course of business, and
* At the time of the purchase of the securities to be resold, the
seller had no agreements or understandings, directly or indirectly,
with any person to distribute the securities.

If these statements are not true for any selling shareholder, then
the prospectus must state that the selling shareholder is an
underwriter.
4. Please tell us with a view towards disclosure whether restrictions
exist in China on foreign ownership of your business.  If
restrictions on foreign ownership do exist, then revise throughout to
discuss what steps you have taken to comply with those restrictions,
including any contractual relationships with your subsidiary Naiji to
ensure cash flow accrues to you.

Cover Page
5. We note disclosure indicating that 24,000,000 shares of common
stock can be sold by selling shareholders.  It appears that the
company has only registered 7,752,000 shares of common stock for
resale.  Please reconcile and revise as appropriate.
6. Please add a sentence briefly highlighting that purchasers in this
offering may be receiving an illiquid security.
7. Please revise the bottom paragraph on page 2 to delete the
reference to the Securities and Exchange Commission.  Selling
shareholders may be deemed underwriters by virtue of the Securities
Act of 1933.  While the SEC may make that determination, other valid
parties may do so as well.
8. Please include the page number where the risk factors section
appears in the prospectus.  See Item 501(a)(5) of Regulation S-B.
Also, please separate the risk factor cross-reference from the Item
501(a)(7) legend that follows.

Inside Front Cover
9. Please provide the dealer delivery obligation disclosure required
by Item 502(b) of Regulation S-B.

Prospectus Summary, page 5
10. The summary should provide a brief overview of the key aspects of
the offering and should not merely repeat disclosure appearing
elsewhere in the prospectus.  See Item 503(a) of Regulation S-B.
Accordingly, please delete much of the information relating to your
historical organization, as this information is more appropriately
discussed further into the prospectus.  Instead, revise to provide a
succinct explanation in plain English of what you do and how you do
it.
11. Also, we remind you that a summary should provide a brief
overview of you in a balanced manner.  In this regard, please
consider the following:

* Explain that your shares currently are not traded on any market or
exchange, and briefly explain how this impacts share liquidity.

* Describe the Chinese market in which you operate, and any hazards
that result including a different legal system and the problem of
pirated goods.

* Disclose that your executive officers hold __% of your shares, and
as a result will exercise control over your direction.

These are only examples.  Revise accordingly.  We may have further
comment based upon your revisions.
12. Your reference to both "AEPI" and "AEIP" when referring to Asia
Electrical Power International Group, Inc. is confusing and should be
revised accordingly here and throughout the prospectus.

Risk Factors, page 7
13. Please revise your risk factor subheadings to concisely state the
specific material risk each risk factor presents to your company or
investors and the consequences should that risk factor occur.  Avoid
simply referring to a fact about your company or a future event in
your subheadings.  Stating that the risk may "adversely affect" your
business does not adequately address the potential consequences.  For
example, the following risk factor subheadings should be revised
accordingly:

* "Compliance and enforcement of environmental laws...."

* "We face intense competition which could adversely affect...."

* "We are dependent on a few key personnel."

* "We do not carry patents for the majority of our products."

* "We carry no insurance policies."

* "We are dependent on a few key customers."

* "There is no public market for our common stock."

* "Our stock is substantially controlled by directors, officers and
principle shareholders."
14. Risk factors seven and eight under the caption "Risks Relating to
Our Business" both address the same risk and should be combined under
one separate subheading.
15. In the "Risks Relating to Our Business" subsection, please
consider adding risk factors addressing the following:

* The continuing renewal of your business license in the People`s
Republic of China for ten-year terms; and

* Your reliance on the government for new product approval;
16. In the "Risks Relating to the Offering" subsection, please add a
distinct risk factor addressing the fact that the $0.02 initial
offering price was arbitrarily determined and may bear no relation to
the actual value of the shares.

We may not be able to manage our potential growth, page 9
We are dependent on a few key personnel, page 9
17. The information in these risk factors are generic because they
could apply to many companies in your industry or even in other
industries.  Please revise to specifically indicate how the stated
risk applies to your company, or delete this risk factor.  For
example, revise to more clearly articulate the risk associated with
your dependence on your executive officers - do you lack employment
agreements with these officers?
We are dependent on a few key customers, page 11
18. Please update the information in this risk factor to the most
recent practicable date.  Please also disclose whether you have any
long-term contracts with your primary customers.  If not, so state
and discuss the resulting risks.
Determination of the Offering Price, page 13
19. Please revise to more clearly disclose how you determined the
offering price.  The existing disclosure alludes to recent Regulation
S offering.  Rather than summarizing the provisions of Regulation S,
the disclosure should cite the specific Regulation S offering to
which you allude, including when it occurred, and explain how the
$0.02 cent per share valuation was reached in that offering.  If a
significant period of time elapsed between that private offering and
the proposed public offering, then please also explain why you
believe the former`s price per share still relates to the latter`s
price per share.
Plan of Distribution, page 15
20. The second sentence here cites a $0.02 per shares sales price
"for a period of six months after this registration is declared
effective."  That disclosure is inconsistent with statements
elsewhere that the $0.02 per share fixed sales price is until your
shares are quoted on the OTC Bulletin Board.  Please revise or
advise.
21. Please revise your disclosure here to clarify that, to be quoted
on the OTC Bulletin Board, a market maker must file an application on
your behalf in order to make a market for your common stock.  Clarify
how long this takes and whether you have engaged a market maker to
apply for quotation on the OTC Bulletin Board on your behalf.
Explain what effect quotation on the OTC Bulletin Board will have on
your liquidity.

Directors, Executive Officers, Promoters and Control Persons, page 19
22. Please revise your biography of Mr. Guo to describe his business
experience for the past five years.  See Item 401(a)(4) of Regulation
S-B.
23. Refer to the biography of Mrs. Chen.  Please clarify her duration
of employment, by month and year, with Shenzhen Far East Biscuit
(China) Co. Ltd.   Please also briefly explain the "Political and
Ideological" post she held.

Security Ownership of Certain Beneficial Owners and Management, page
21
24. We note that Exhibit 10.2 certifies that Yulong Guo acted as a
trustee for 19 smaller shareholders and in that capacity held 90% of
Naiji shares.  Does Mr. Guo currently hold the Asia Electrical shares
in trust for those 19 shareholders?  As a trustee, he may be deemed a
beneficial owner of those shares in accordance with Regulation 13D.
If so, please revise the table of beneficial ownership accordingly
and provide clarifying footnote disclosure, or advise.

Organization Within the Last Five Years, page 26
25. Please describe the operations of your company prior to the asset
and share exchange agreement with Naiji.

Description of Business, page 27
26. Your current description of the products, services, and business
of your company is vague, difficult to comprehend, and should be
substantially revised to clearly describe your company`s business in
the manner required by Item 101 of Regulation S-B.  As only one
example, please discuss in clear and concise language your typical
customer and how a customer uses your products.  We may have further
comment after reviewing your revised prospectus disclosure.  See the
comments below for further guidance.
27. Please avoid the use of technical terms and phrases, or clearly
define these terms so they are comprehensible to average reader who
is unfamiliar with your industry.  For example, we note the
following:
* "10KV environments";
* "alternating current";
* "magnetic actuator";
* "3.6-12kV, three-phase, 50Hz, single busbar subsection power
system."
Please revise your disclosure as appropriate.

Principal Products, Services and Their Markets, page 27
28. We note disclosure indicating your products are marketed to
"transportation, industrial, and government sectors."  Please discuss
in greater detail your intended principal market of customers and
discuss how you intend to target this market.

Distribution Methods and Installation, page 29
29. Please revise to discuss your advertising and marketing strategy.
In this regard, we note your Management`s Discussion and Analysis
states that you expect to regain market share through advertising and
marketing.
30. We note that subcontractors produce custom fitted cabinets to
encase your products in the appropriate dimension specific to
customer needs.  Please further explain the significance of the
custom fitted cabinets in your operations.  Please also file the
subcontractor agreements, or tell us why they are not material
exhibits.  See Item 601 of Regulation S-B.
31. We note that your products are installed by electricians licensed
by Government Authorities.  Please discuss any formalized
arrangements the company has with these electricians and discuss the
availability of electricians for your operational needs.
Competition, page 31
32. Please discuss your methods of competition and competitive
environment in greater detail.  See Item 101(b)(4) of Regulation S-B.

Availability of Raw Materials, page 31
33. Please describe the raw materials you require and disclose the
basis of your belief that these materials are readily available.
Please also more clearly describe the relationships you have with
your primary suppliers.  For example, disclose whether you have any
formalized, material agreements or long-term contracts.  If so,
please consider filing those agreements as exhibits.  See Item 601 of
Regulation S-B.

Dependence on Major Customers, page 32
34. Please consider whether any agreements with your primary
customers should be filed as material exhibits.  Again, see Item 601
of Regulation S-B.  Revise or advise.

Patents, Trademarks and Labor Contracts, page 32
35. Please discuss the significance of your patent on FLN36-12D SF6
Switch Disconnector.  We also note that you may apply for patents on
the remainder of your products in 2005.  Please disclose the
potential costs to you for the patent applications.

China National Labour Laws, page 33
36. We note as a source for the disclosure here you cite a 1998 U.S.
State Department Report.  Is this six-year old report the most
current report available?  Please revise or advise.

Compliance with Environment Laws, page 35
37. Please discuss the costs and effects of compliance with the
environmental laws to which you refer and those applicable to the SF6
gas you use as insulation.  See Item 102(b)(11) of Regulation S-B.
Management`s Discussion and Analysis or Plan of Operation, page 38
38. Please revise your disclosure to provide a more detailed
discussion of changes in your financial condition and results from
operations as required by paragraph (b)(1) and (b)(2) of Item 303 of
Regulation S-B.  For example, discuss the components of, and analysis
of changes in, marketing expense.  Present the change in both
absolute and percentage terms.  As another example, please further
explain the over supply of "pirated" products that caused revenues to
decrease in 2004 compared to 2003.
We remind you generally that this section should discuss and analyze
your financial condition, not merely repeat information found in the
financial statements.  Please consider the guidance in Securities Act
Release No. 33-8350 (December 19, 2003), which is available on our
web site at <http://www.sec.gov/rules/interp/33-8350.htm>.
39. As a further example, please discuss the significance of your
sales to the switchgear market as well as underlying trends or
uncertainties to the extent that they have a material impact on you.
Specifically, tell us the effects of granting extended payment terms
on your cash inflows from operations, liquidity and capital resources
and how this has affected your policy on recognizing revenue, if at
all.  See FRR 36 and again, Release No. 33-8350.
40. In addition, when discussion results of operations, please
discuss whether you expect revenues, operating expenses, etc. to
increase, decrease, or remain constant, and explain why.
41. Please identify the financial and non-financial metrics that are
your key performance indicators.  Throughout your management`s
discussion and analysis, please