SecProbe.io

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March 3, 2005

MAIL STOP 0511

via U.S. mail and facsimile

Hao Liu, President
Neoview Holdings, Inc.
STE 401
3702 South Virginia Street, #G12
Reno, Nevada 89502

Re:      Neoview Holdings, Inc.
Form SB-2 filed February 4, 2005
File No.:  333-122557

Dear Ms. Liu:

	We have the following comments on your filing. 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. Please note the updating requirements for the financial
statements
pursuant to Item 310(g) of Regulation S-B and provide a currently
dated consent of the independent accountants in any amendment to
the
registration statement.
2. Please comply with Item 502(b) of Regulation S-B regarding the
dealer prospectus delivery requirement.
3. Discuss the estimated date that your website can be accessed.

Cover Page of the Prospectus

4. The cover page of the prospectus indicates that one of Hao
Liu`s
addresses is the "Eh? Clerical Services, Inc.", agent for service.
Please revise or advise.  Also, please confirm that the name of
the
agent for service includes the following word and question mark:
"Eh?".
5. Ensure that the cover page includes only the information
required
by Item 501 of Regulation S-B.  The second paragraph is not
required.
6. On the prospectus cover page, and anywhere else where you
reference your desire or intent to have the company`s shares
listed
on the OTC Bulletin Board, include a statement to the effect that
there can be no assurances that the company will be able to obtain
such a listing.  See, for example, your disclosure in the risk
factor
on pages 8-9 of the prospectus.

Summary of Risk Factors, page 5

7. Please revise the name of this section.  It does not contain a
summary of risk factors.
8. In this section you have discussed the "going concern" opinion.
Please provide an expanded explanation of what that means.  Also,
it
is not accurate to attribute the opinion entirely to the fact that
you have not generated revenues.  Here, and elsewhere in the
prospectus where you give this and other reasons why you have
received the opinion, revise your discussion to include the
reasons
that the independent auditor has provided for giving the opinion.
Include the second risk factor heading in your revisions in this
regard.

Risk Factors, page 6

9. Please remove the following:  "The risks described below are
not
the only ones facing our company."  If there are other material
risks, they must be disclosed in this risk factor section.
Additionally, add a statement to this paragraph stating that all
material risk factors in connection with this offering are
discussed
therein.
10. In order to avoid giving the impression that you are currently
doing business on the Internet, please clarify both the heading
and
the body of the sixth risk factor which begins:  "If the
volume...."
Also, in the second paragraph of this risk factor you refer to
your
"Internet auto parts & tool trade center" as something different
from
"hosting our website."  Please explain in the risk factor, and
elsewhere as appropriate, the difference between the two.
11. Provide a discussion in the "Business" section of the
prospectus,
and provide risk factors as appropriate, to discuss the risks
faced
by the company and its business plan of competition from internet
sales websites created by the manufacturers themselves, the risks
associated with competition from internet sales websites outside
of
China, and risks associated with competition from product sales
entities utilizing products other than through the internet.

Because our officers and directors are located in non-U.S.
jurisdictions, you may have no effective recourse against the
management for misconduct and may not be able to enforce judgment
and
civil liabilities against our officers, directors, experts and
agents, page 10-11
12. Please reference the following sentence at the end of this
risk
factor:  "You should not assume that the information provided by
the
prospectus is accurate as of any date other than the date on the
front of this prospectus."  Firstly, please note that if you
receive
new information or certain events occur that would make statements
in
your current prospectus materially misleading you would need to
update your disclosure as required by the federal securities laws.
Please revise your disclosure accordingly. Secondly, in view of
the
fact that the sentence we have referenced above has no
relationship
to the heading or the rest of the risk factor, please provide an
appropriate heading for or move it to an appropriate section in
order
to lessen the risk that the reader will overlook the information.

Forward-Looking Statements, page 12
13. In the second sentence of this section, please remove the word
"will", in view of the fact that it contradicts your explanation
that
the forward-looking statements are only "predictions" and involve
"uncertainties".
14. We note the following disclosure in the last sentence of this
section:
"Except as required by applicable law, including the securities
laws
of the United States, we do not intend to update any of the
forward-
looking statements to conform these statements to actual results."
If new information or certain events arise that would make your
current forward-looking statements materially misleading, you
would
need to update your disclosure as required by federal securities
law.
Please revise your disclosure to explain the requirements of the
federal securities laws in this regard or delete the statement.

Growth of Internet Usage in China, page 14

15. Please disclose the basis for your statistics in the first
paragraph of this section.  If applicable, support your statements
by
supplementally providing us with copies of, or excerpts from,
reports
or publications which you reference.

Competition, page 15

16. In various places within the discussion of the  company and
its
business, you utilize promotional language (i.e., "better
perceived
value", "will have achieved a level of awareness" etc.) which
promotes the company or its services without providing any factual
support or basis for such statements and such statements should be
avoided in the prospectus.  Please revise accordingly.

Marketing, page 16

17. Please revise the phrase "Two of our directors" to avoid the
impression that you have more than two directors.

Research and Development, page 16

18. Distinguish between the services provided by your website
provider and those provided by Hao Liu.

Government Regulations, page 17

19. Distinguish more clearly between which types of laws already
exist and which are probable.  In addition, clarify, especially in
the first paragraph of this section, which country`s laws you are
discussing.

Plan of Operation - General - 18

20. We note on page 19 that the Company incurred $5,000 in
accounting
and auditing fees for the period from November 17, 2004 to
December
31, 2004.  Please tell us supplementally where such fees have been
reported in your financial statements.  Please clarify your
disclosure or revise your financial statements if necessary.

Plan of Operation - General - Plan of Operation, page 19

21. On page 19, in the second paragraph of this section, you have
stated that your directors speak fluent Chinese.  Please disclose
which dialect(s) they speak.  Additionally, provide a brief
discussion as to the prevalence of such dialect(s) among the
company`s potential client base.
22. Please provide additional disclosure with regard to your plan
of
operations required by Item 303(a) of Regulation S-B, first for
the
next twelve months and, then, to the point of generating revenues.
Please reconsider whether all milestones necessary to take your
company to profitability are described in your table, and add
additional milestones if necessary.  Also, include a timeframe for
completing each milestone in weeks or months.  In addition,
provide
the estimated costs associated with each milestone.
Liquidity and Capital Resources, page 21

23. In this section you have stated that your "total operating
expenses will be between $5,000 and $10,000 for the next 12
months.
However, in the third paragraph under "Plan of Operation" you have
disclosed that you estimate that your expenses in "completing and
developing the functionality" of your website to be $5,000 for 12
months ending December 31, 2005, that marketing will cost will
cost
$5,000, and that the "Internet auto parts & tool center" will cost
approximately $1,000 per month to operate.  Under "Personnel" you
have also stated that you will hire two additional employees at
$1,000 per month for each and that you might be required to hire
additional employees.  Please resolve this apparent discrepancy.
24. In this section you have also stated the following:  "If we
have
not completed the construction of our website and have not
generated
sufficient revenues from operation of our auto parts and tool
trade
center, we anticipate that we may need to raise additional capital
to
continue our operation before the end of 2005.  If we do not raise
additional capital when needed we may be forced to abandon our
business."  However, in the fourth paragraph under "Plan of
Operation" you have stated:  "We have the necessary cash resources
from our private placement fund raising of $50,000 in November,
2004
to operate for a 12 month period ending December 31, 2005 even if
we
are unable to generate any revenues during this period ending
December 31, 2005."  Please resolve this apparent discrepancy.

Business Experience, page 22

25. Please clarify whether Ms. Liu was a consultant to Yale
Technologies or was an employee of Yale Technologies and acting as
a
consultant to other companies for Yale Technologies.
26. Please confirm supplementally that Hao Liu and Jie Ping Liu
are
not related.  If they are, please revise the disclosure in this
section that there are no family relationships between any
director
or executive officer.

Executive Compensation, page 22

27. In this section, and throughout the registration statement,
delete any indications that there are more than two individuals
who
are officers and directors of the company.  For example, you have
stated:  "The following table summarizes the compensation awarded
to,
earned by, or paid to our President and Chief Executive Officer
and
other officers and directors who received annual compensation....
(our emphasis)"
28. Please revise the first sentence of this section in view of
the
fact that the compensation paid to any individuals serving as the
chief executive officer or acting in a similar capacity must be
included in the table regardless of the compensation level.  Also,
the $50,000 amount is incorrect.  It is compensation not exceeding
$100,000 that need not be disclosed for the most highly
compensated
executive officers who are not acting as CEO`s.  See Regulation S-
B,
Item 402(a)(2)(i) and Instruction 1 to that subparagraph.
29.  The $2,500 paid to Ms. Hao Liu as compensation for technical
services must be included in the summary compensation table.
Disclosure of SEC Position of Indemnification for Securities Act
Liabilities, page 23

30. Please revise the disclosure to include a description of the
indemnification provisions of the Nevada law.

Certain Relationships and Related Transactions, page 24

31. There is a loan referenced in Note 4 of the financial
statements,
but it is not disclosed in this section.  Please advise or revise.

Selling Stockholders, page 27

32. Please add a column to the table for the amount to be offered
for
the selling stockholders account.  A footnote can be added to
indicate that the selling stockholders may offer only a portion of
the amount listed in the column.

Legal Proceedings, page 29

33. Item 103 of Regulation S-B states: "If a small business issuer
is
a party to any pending legal proceeding (or its property is the
subject of a pending legal proceeding), give the following
information (no information is necessary as to routine litigation
that is incidental to the business)...."  However, your disclosure
in
this section indicates that you have not disclosed any litigation
that you do not consider "material."  Please note that materiality
is
not a criterion in deciding whether disclosure is required.
Please
revise the disclosure in this regard and supplementally advise us
that you have disclosed all litigation that Item 103 requires you
to
disclose, whether or not it is material.

Interest of Named Experts and Counsel, page 30

34. Item 509 of Regulation S-B states:  "If an "expert" or
"counsel"
was hired on a contingent basis, will receive a direct or indirect
interest in the small business issuer or was a promoter,
underwriter,
voting trustee, director, officer, or employee, of the small
business
issuer, describe the contingent basis, interest, or connection."
Your disclosure in the first sentence of this section indicates
that
you erroneously believe that disclosure is unnecessary if the
interest is not material.  Please revise as appropriate.

Market for Our Common Stock and Related Stockholder Matters, page
30

35. In this section you have stated that none of your securities
can
be sold pursuant to Rule 144 at this time.  However, on page 26,
under "Plan of Distribution", you have stated that because your
selling security holders paid the full purchase price for the
shares
of your common stock covered by this registration statement on
February 3, 2004, the shares of your common stock covered by this
registration statement has met the one year holding period
required
by Rule 144.  Please revise accordingly.

Where You Can Find More Information, page 31

36. We note that in this section you have said that references you
have made in this prospectus to any contract or other document are
not necessarily complete. Exhibits are not ordinarily delivered to
the investors.  You cannot qualify your statements by reference to
an
exhibit unless you state that the material terms of that exhibit
are
disclosed in the prospectus.  Please revise to either make such
statements as are necessary, or to provide a discussion of the
material terms of each such document.
Exhibits

37. Please file as an exhibit a sample seller membership
agreement.
38. Please file as an exhibit a sample online wholesale buyer
form.
39. Counsel must revise the legality opinion to add its consent to
the use of its name in the registration statement.  In addition,
please reference the following statement in the legality opinion:
"This opinion letter is limited to the current federal laws of the
United States and, to the limited extent set forth above, the
Nevada
Act, the Constitution of the State of Nevada, and reported
judicial
decisions interpreting those laws, as such laws presently exist
and
to the facts as they presently exist."
Please delete from it the following phrases: "to the limited
extent
set forth above"; and "to the facts as they presently exist."
40. File as an exhibit a list of all subsidiaries, the state or
other
jurisdiction of incorporation or organization of each, and the
names
under which such subsidiaries do business.