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January 11, 2005

      Mail Stop 0409

Mr. Cai Danmei
Chief Executive Officer
New Taohuayuan Culture Tourism Co., Ltd
1# Dongfeng Road
Xi`an Weiyang Tourism Development District
Xi`an, China  0086-29-86671555

Re:	New Taohuayuan Culture Tourism Co., Ltd
      Form SB-2 filed December 13, 2004
      File No. 333-121187

Dear Mr. Danmei:

      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 any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

General Comments
1. We note your use of the term "Company" throughout the
prospectus.
Since this term is vague and abstract, please revise to use your
actual company name or a shortened version of it throughout your
document.
2. Please supplementally provide us with copies of any graphics,
maps, photographs, and related captions or other artwork including
logos that you intend to use in the prospectus.

3. We note you invest in real estate activities.  To the extent
applicable, please provide the information substantially similar
to
the disclosure that would be required under the Guide 5 if limited
partnership interests were being registered.  See Instruction 3 to
Item 102(a) of Regulation S-B.

Registration Cover Page
4. Please check the box indicating that the securities being
registered on this form are being offered on a delayed or
continuous
basis pursuant to Rule 415.
5. We note that you have calculated the registration fee based on
Rule 457(c). In light of the fact that there is no market for you
shares, this reliance appears to be inappropriate.  Please revise
or
advise.
Prospectus Summary
6. Please revise to disclose that PRC refers to the People`s
Republic
of China.
7. Please revise to describe how you acquired your hotel and
restaurant business.
8. Per the Summary, you note that you "intend to develop an 848
acre
commercial and residential development in a Xi`an suburb
approximately 23 miles from the city."  On page 11, you state that
you "have acquired a parcel of land in Lantian, Shaanxi Province
for
future use and development."  On page 14, you note that you
"purchased land use rights covering approximately 848 acres of
rolling hill land in Lantian County approximately 23 miles from
Xi`an."  It appears that these quotes are all referring to the
same
parcel of land, however, you utilize three different descriptions
for
this one location.  Please be consistent in your description of
the
location of the parcel.
9. You state that the hotel that you own and the hotel that you
manage "have been given the highest hotel rating granted by the
PRC,
which is the equivalent of a five-star rating in the U.S."  Please
supplementally provide support for the ratings granted by the PRC.
Also, please supplementally provide support for the assertion that
the hotel rating granted by the PRC is equivalent to a five-star
rating in the U.S.
Summary Financial Data, page 2
10. The financial data disclosed in this section is repeated
verbatim
under the heading "Selected Financial Data" on page 8.  Mere
repetition of the same information does not enhance the quality of
disclosure in your prospectus.  Full disclosure included in the
body
of your prospectus should appear only once, organized according to
your investors` perspectives.  Please eliminate this and all other
redundancy throughout the prospectus.
Risk Factors, page 3

General
11. Please include a risk factor addressing the risk that
substantially all of your management revenue has been derived from
related parties.  In addition, please also discuss the conflict of
interest that your officers and directors face due to the
affiliated
nature of the transactions, including the fact that the management
agreements were not negotiated at arms-length and that you may not
enforce the terms of the agreements as vigorously as you would
with a
third party.
12. Please discuss the risk of control by your largest
stockholder,
Shaanxi New Taohuayuan, from whom you also receive management
fees.
13. Discuss any limitations on business insurance in China and the
effect on your business.
14. On page F-14, you note that you maintain your cash balances
with
various banks and trust companies located in the PRC.   You also
noted that such amounts are not insured or otherwise protected
should
the amounts placed with the banks and trust companies be non-
recoverable.  Please add a risk factor to address this issue.
15. On page 9, you note that "surcharge on taxes increased by more
than 61% to $767,472 for the nine-month period ended September 30,
2004 from $477,050 for the nine-month period ended September 30,
2003."   You also state that the surcharge on taxes will be
accrued
at a daily rate of 0.05% of the unpaid taxes.  Please include a
risk
factor on how this surcharge on taxes may affect your liquidity.

We Have Negative Working Capital Which Could Limit Our Ability to
Grow Our Operations, page 3
16. Please indicate the cash available to you as of the most
recent
practicable date.

Our Properties Face Significant Competition Which Could Reduce Our
Revenues, page 3
17. On page 15, you note that your competitors "all have
recognized
trade names, international reservation systems, greater resources
and
longer operating histories than we, and accordingly, we are at a
competitive disadvantage in these areas."  Please note these and
other relevant disadvantages in this risk factor.

Management`s Discussion and Analysis or Plan of Operation, page 9

General
18. Please revise to include an introductory section or overview
that
would facilitate an investor`s understanding about your business,
operations and your financial statements. Refer to SEC Release 33-
8350.
19. Please revise to identify and discuss key performance
indicators,
including non-financial performance indicators, that management
uses
to manage and assess the business and that would be material to
investors.
20. Please confirm that you do not have any off-balance sheet
arrangements.  Refer to Item 303(c) of Regulation S-B.

Results of operations for the nine months ended September 30, 2004
compared to September 30, 2003, page 9
21. In the third to last paragraph you state that interest income
included "an amount of $222,609 received from Shaanxi New
Taohuayuan
Economy Trade Co., Ltd." Please revise to describe what this
interest
income pertained to.

Liquidity and capital resources, page 11
22. Please revise as follows:
* Please further describe the nature of your expenditures to date
and
in the future regarding the Lantian and New Hainan properties. For
example, were the payments solely for land rights or for
construction, development or renovation?
* For each of Lantian and New Hainan, disclose the amounts paid
for
each stage of development and estimates for future payment.
* For each property, discuss the specific sources for payments
made
and any specific sources of funds for future expenditures.

23. Refer to the discussion of your required statutory reserves on
page 17.  We note that as a result of the Transaction, Shaanxi THY
has become a wholly owned subsidiary of New Tao.  Please disclose
and
quantify any limitations that New Tao may have on accessing the
cash
flow and assets of Shaanxi THY and any inability to use cash
earned
by Shaanxi THY for your own liquidity needs.

24. You state that you "have certain arrangements with the local
government that the total taxes payable by us...is subject to a
maximum amount of $120,967 per annum and we are not liable to pay
any
tax above the maximum amount."  Please state whether this is an
oral
or written agreement and how the terms of this agreement were
determined.  If this is a written agreement, please file it as an
Exhibit.
You also state that this "arrangement is not in strict compliance
with national laws and regulations in the PRC."  Please
supplementally explain what you mean by "not in strict compliance
with national laws and regulations."  Also, please disclose
whether a
legal opinion was obtained regarding this matter
25. Please discuss the reason for any material changes in assets
and
liabilities from the nine months ended September 30, 2003 to
September 30, 2004 and for the fiscal year ended December 31, 2003
to
December 31, 2004.
26. Discuss whether your business is subject to seasonality and
whether seasonality has had an effect on your financial condition
or
results of operation.   Refer to Item 303 of Regulation S-B.
27. If material, disclose any known trends, events or
uncertainties
that have, or are reasonably likely to have, a material impact on
your short-term or long-term liquidity.  Refer to Item 303 of
Regulation S-B.
28. In the last full paragraph you state "[w]e consider that we
are
able to generate sufficient operating cash flow for our catering
service and hotel room and related services operation."  Please
disclose how you will generate these cash flows.  Also, please
disclose the amount of funds necessary to fund current operations.

Critical Accounting Policies, pages 11

29. Based upon the disclosure in your financial statements, it
appears that your provision for income and other taxes are subject
to
significant judgment that could materially impact the financial
statements.  Please enhance your discussion of critical accounting
policies to discuss all areas that are material in which there are
significant estimates or assumptions. Your disclosure should
include
how estimates are determined, how assumptions may change, and what
impact a change in assumptions may have on the financial
statements.
Please refer to SEC Release 33-8350 for additional guidance.

Business, page 13

General
30. Please include a statement as to whether, in the opinion of
your
management, your properties are adequately covered by insurance.
Refer to Item 102(c)(6) of Regulation S-B.
31. Please disclose your costs and effects of compliance with
environmental laws.  Refer to Item 101(b)(11) of Regulation S-B.
32. If you are currently operating a corporate and/or hotel
website,
please consider disclosing the address in this section.  Refer to
Item 101(e)(2) of Regulation S-K.  Regardless of whether you
disclose
this, please tell us the address of your website(s), if any.
33. Please revise to include an organization chart with ownership
percentages.

Current Operations, page 13

Taohuayuan Inn, page 13

34. Please supplementally provide support for your assertion that
you
price your rooms "at approximately 20% below the competitive five-
star hotels in the Xi`an metropolitan area."
35. We note that the underlying real estate is owned by the PRC
government and that you possess land use rights.  Please revise to
clarify whether the payment of $1,531,000 is a one-time fee for
the
land use rights or whether additional payments will be due.
Please
revise to describe your land use rights and any limitations on
your
use of the property or the right to convey or transfer your
rights.
Please also discuss any termination, renewal or amendment
provisions
in your agreement with the government.  Please file your land use
agreement as an exhibit to your registration statement.
36. We note that you state that room prices are set by the PRC
government.  Please revise to further explain this pricing
structure.
Is the room price the same for every hotel in your market or
geographical area? Is the room price fixed or does it fluctuate
monthly or annually?  What criteria are used by the government in
setting the room price? Further, please revise to include
appropriate
risk factor and MD&A disclosure in this regard.

DongJin Taoyuan Villas, page 14
37. Please revise to describe any termination, renewal or
amendment
provisions under the DongJin and Wenhao management agreements.
Please disclose the targeted revenue amounts that will trigger
bonus
payments under each management agreement.  Disclose the amount of
management fees you were paid in 2004.

Wenhao Restaurant Management, page 14
38. Please revise to clarify whether the management is a fixed
annual
fee.  Further, please disclose the historical revenues of the
restaurants.  If the targeted bonus is dependent on aggregate
revenues for all four restaurants, then disclose aggregate
historical
revenues.

Future Developments and Strategy, page 14

39. We note that you plan to commence construction of the Lantian
mixed-use development in 2007 and that you expect the New Hainan
hotel and resort to commence operations in 2006.  Please describe
the
current state of each property.  Please revise to clarify whether
the
New Hainan property is undeveloped land or an existing resort that
will be renovated.  For each development, please describe in
further
detail your current design, construction schedule and budget.
Please
disclose the total estimated development costs, as well as the
costs
associated with any planned facilities.  Also, describe who will
be
responsible for the design, construction, development and
operation,
and disclose any milestones for construction or development.
Please
revise to clarify whether you have identified any loans or
financing
to date.

Competition, page 15
40. Please disclose your competitive position and methods of
competition in your hotel management and restaurant management
business.

PRC Laws and Regulations Affecting Our Business, page 15
41. Please substantially revise this section to highlight and
clarify
how the PRC laws and regulations differ from those of the U.S. and
the impact on your business.  For example only, please revise to
discuss the following:

* The restrictions on foreign ownership;
* The general restrictions on hotel resorts and restaurants,
including the fact that room rates are set by the government; and
* The regulation of foreign currency exchange and dividend
distribution

In addition, please revise to include appropriate risk factor and
MD&A disclosure.
42. Please revise to clarify the impact or effect that each law or
regulation will have on U.S. investors.  For example, please
revise
as follows:
* With respect to the legal system, describe the limitations on
enforcing liabilities based on U.S. federal securities laws;
* Discuss the impact of the different accounting treatments;

* Regarding your earnings and distributions discussion, clarify
what
the material U.S income tax implications are for U.S. investors;

* Revise to describe the effect that required reserves have on
dividends and working capital; and

* Revise to discuss the impact of political and trade relations on
your business.

In addition, please revise to include appropriate risk factor and
MD&A disclosure.
43. On page 17, in the last full paragraph you note "[o]ver the
last
few years, the PRC`s economy has registered a high growth rate."
Please quantify "high growth rate."

Management, page 19
44. Please state Liu Bo`s business experience for the last five
years.  Refer to Item 401(a)(4) of Regulation S-B.  Further, under
the description of Hu Yangxiong`s business experience, please
revise
to clarify whether the Shaanxi Aviation Industry Bureau is a
governmental agency.

Executive Compensation, page 20
45. Please revise to describe the material terms of the e