[STUBBS ALDERTON & MARKILES LLP LETTERHEAD]
JOSEPH STUBBS
Partner
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December 9, 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 DECEMBER 7, 2004
WITH RESPECT TO:
AMENDMENT NO. 2 TO REGISTRATION STATEMENT ON FORM SB-2
FILE NO. 333-117868, FILED NOVEMBER 23, 2004
Ladies and Gentlemen:
On behalf of Kiwa Bio-Tech Products Group Corporation (the "COMPANY"),
we hereby provide supplementally the following responses in reply to the Staff's
comment letter, dated December 7, 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
EMPLOYMENT AGREEMENTS, PAGE 49
1. WE NOTE YOUR RESPONSE TO COMMENT 28 AND REISSUE THE COMMENT IN
PART. PLEASE DESCRIBE ANY RESTRICTIVE COVENANTS AND OBLIGATIONS UNDER EACH OF
THE AGREEMENTS YOU DESCRIBE IN THIS SECTION.
In response to the Staff prior comments, the Company included
descriptions of the material terms and employment agreements between the Company
and each of Lian-jun Luo and Qu Bin in the Executive Compensation section of
Amendment No. 2 to the SB-2 Registration Statement. In addition, the Company
filed copies of the employment agreements as Exhibit 10.13 and Exhibit 10.14 to
Amendment No. 2 to the SB-2.
The Company believes that all material terms and obligations of the
Company under the employment agreements have been disclosed in Amendment No. 2.
The
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Securities and Exchange Commission
December 9, 2004
Page 2
included disclosures describe the term of the agreements, compensation and
severance payment obligations. There are no other material covenants or
obligations of the Company under either of these employment agreements.
We supplementally note that each of the employment agreements do
contain covenants of the employee which are standard and customary for
employment agreements. These covenants include a covenant on behalf of the
employee not to compete with the Company or solicit the Company's employees
during the term of employment and covenants of confidentiality and nondisclosure
of Company proprietary information. The Company respectfully asserts that no
further disclosure in the SB-2 Registration Statement is necessary with respect
to the employment agreements at this time. However, the Company will include
disclosure of these employee covenants contained in the employment agreement in
the next Prospectus Supplement or Post-Effect Amendment to the SB-2 Registration
Statement.
We hope the above has been responsive to the Staff's comments. If you
have any questions or require any additional information or documents, please
telephone me at (818) 444-4507.
Sincerely,
/s/ V. Joseph Stubbs
---------------------------
V. Joseph Stubbs
Enclosures
cc: James Zhan