Hengyi International Industries (HYIG) CORRESP Correspondence with SEC

Hengyi International Industries Group, Inc

No. 1 Xinhua Road, He Ping District,

Tianjin City, China 300021

February 28, 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.
	Amendment No. 1 to Form 10-K for the Fiscal Year Ended
	September 30, 2013
	Filed February 14, 2014
	Response dated February 14, 2014
	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 27, 2014 (the “Comment Letter”) concerning the referenced Amendment No. 1 to Form 10-K for the Fiscal Year Ended September 30, 2013 which was filed with the Commission on February 14, 2014, and Response which was filed with the Commission on February 14, 2014. 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.

General

1. Wenote theinclusion oftherepresentationsrequested in our letter datedFebruary7, 2014 in the response letter to us dated February14, 2014, which was on theletterheadofand providedbyyouroutsidecounsel. As previouslyrequested, pleaseprovide awritten statementfromand signedbythecompany,as opposedto outsidecounsel, includingthe representationsrequestedin our letter datedFebruary7, 2014.

The Company has revised the response letter as requested.

Amendment No. 1 toForm 10-KfortheFiscalYearEnded September 30,2013

Item 9A. Controlsand Procedures,page15

2. Wenoteyourresponse tocomment 1 in ourletterdated February7, 2014.Item 308(a)(2) ofRegulationS-K requires disclosureofastatement identifyingtheframework usedby management to evaluatetheeffectiveness of theregistrant's internal control overfinancial reporting. Pleasetell uswhat frameworkwas utilizedbymanagement in its assessment ofinternal control overfinancial reportingandconfirmyou will makethe required disclosurein futurefilings.

The framework management used in making their internal control assessment was the criteria established inInternal Control—Integrated Frameworkissued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Management will make this disclose when required in future filings.

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/ Ning Li
		Ning Li
		Chief Financial Officer
		Hengyi International Industries Group, Inc.
		No. 1 Xinhua Road, He Ping District
		Tianjin City, China 30021
cc:	Yue Cao, Esq.
	Eaton & Van Winkle LLP