Hengyi International Industries (HYIG) CORRESP Correspondence with SEC

Eaton & Van Winkle LLP

3 Park Avenue

New York, New York 10016

Yue Cao		Direct Dial: (212) 561-3617
Partner		Email: ycao@evw.com
		February 14, 2014
Via EDGAR and Federal Express
Ms. Jennifer Thompson
Accounting Branch Chief
Securities and Exchange Commission
100 F Street N.E.
Washington D.C. 20549
Re:	Hengyi International Industries Group Inc.
	Form 10-K for the Fiscal Year Ended September 30, 2013
	Filed December 27, 2013
	File No. 000-54603

DearJenniferThompson:

Set forth below is the response on behalf of Hengyi International Industries Group Inc. (the “Company”) to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in the letter dated February 7, 2014 (the “Comment Letter”) concerning the referenced Form 10-K for fiscal year ended September 30, 2013 which was filed with the Commission on December 27, 2013. For your convenience and to facilitate your review, we have set forth herein each comment of the Staff contained in the Comment Letter followed by our response. In this Comment Response Letter unless the context otherwise requires, the words “we,” “us” and “our” and refer to our client, the Company.

We are providing to you under separate cover two copies of, which has been filed with the Commission concurrently herewith, one of which has been marked to show changes from the previously filed version.

Form10-KfortheFiscalYear EndedSeptember30, 2013

Item 9A. ControlsandProcedures, page15

1. Please revise toinclude the report of management onyourinternalcontroloverfinancialreportingas of September 30,2013asrequiredbyItem308(a) ofRegulationS-K.

The Company has revised the disclosure as requested.

Item 15. Exhibits,FinancialStatementSchedules,page22

Report ofIndependentRegistered Public AccountingFirm

2. Please refer to thereportofyourcurrent auditor,HHC,pertainingtoyourfinancialstatements forthefiscalyearended September 30, 2013. Yourauditor indicates in thefirstparagraph ofits reportthat itlimiteditsaudittoSeptember 30,2013 and theyearendedSeptember 30,2013.Pleasenotethat auditor association with cumulativeamountsfrominceptionthrough thelatestbalance sheet date isrequired so longasyouarein thedevelopmentstage. Please requestyourcurrent auditortorevise itsreporttocover thecumulative periodfromDecember 17,2009through September 30,2013 in the first andthird paragraphs of its auditreport.Yourcurrentauditor also shouldinclude areferenceto the predecessor auditorand identifythe periodsauditedbythe predecessor audit in thefirstparagraph oftheauditreport,andrefer to thereport ofthe other auditor inexpressinghis orher own opinion.Refer toparagraph 13 of PCAOB AUSection 508foran exampleofhow toindicate this division of responsibilitybetweenyourcurrent andformerauditors.Also seeRule 2-05 ofRegulationS-X.

The Company’s auditor has revised its report in the disclosures accordingly.

[Eric: Please revise the report accordingly]

Thecompanyacknowledgesthat in responding to the Staff’s comments:

·the companyis responsibleforthe adequacyand accuracyof thedisclosurein the filing;

·staffcomments or changes to disclosurein responsetostaffcomments donotforeclosethe Commissionfromtakinganyaction withrespect to thefiling; and

·the companymaynot assertstaffcomments as a defense in anyproceeding initiated bythe Commission oranypersonunder the federalsecuritieslaws oftheUnitedStates.

If you have any additional questions regarding any of our responses or the revisedForm 10-K for fiscal year ended September 30, 2013, please feel free to call Yue Cao Esq. at (212) 561-3617.

	Sincerely,
	/s/ Yue CAO
	Yue Cao, Esq.
	Eaton & Van Winkle LLP
	3 Park Avenue, 16 Floor
	(212) 561-3617
cc: Ning Li	ycao@evw.com