MAIL STOP 3561
								April 28, 2006

Mr. Jianquan Li
Chief Executive Officer
Winner Medical Group Inc.
Winner Industrial Park, Bulong Road
Longhua, Shenzhen City, 518109
People`s Republic of China

RE: 	Winner Medical Group Inc.
	Amendment to Registration Statement on Form SB-2
	File Number: 333-130473
      Filed: April 7, 2006

Dear Mr. Li:

      We have reviewed your amended 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 on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Prospectus Summary

1. The business conducted by Winner Group Limited, as the
predecessor
of the registrant, should be more fully described.  In addition,
we
do not understand the statement that it "is the holding company of
all Winner subsidiaries".  Please explain and elaborate.


Market For Our Common Stock, page 10
2. As previously requested, correct the last line of the table;
the
columns appear to be reversed.

Contractual Obligations, page 22
3. Please explain to us on a supplemental basis why the disclosure
about Tianmen Bank and Longhua Bank is deleted.

Executive Compensation, page 42
4. We note that you declared a "ratable" dividend in the amount of
$1,872,750.  In light of the fact that Mr. Li and Mr. Fang were
the
only shareholders when the dividend was declared, please include
the
dividend as part of the executive compensation table.

Certain Relationships and Related Transactions, page 47

5. Please define "ratable" dividend.

You Can Find More Information, page 57
6. Please update SEC`s address.

Financial Statements, page F-1
7. We note your response to prior comment 21.  Please revise the
financial statements of Winner Group for the years ended September
30, 2005 and 2004 to retroactively reflect the change in
capitalization due to the reverse merger.  Note that the equity
portion of the balance sheet, the statement of stockholders`
equity,
and earnings per share on the income statement should be restated
to
reflect the revised capital structure resulting from the reverse
merger.  We note that the ending balances in the stockholders`
equity
accounts in the financial statements for the year ended September
30,
2005 differ from the beginning balances in the financial
statements
for the three months ended December 31, 2005.  Please revise your
disclosures accordingly.

Note 12 - Commitments and Contingencies, page F-13

8. Refer to prior comment 22.  Please revise the footnotes to the
interim and annual financial statements to disclose the fair value
of
all derivatives as of each balance sheet date.  Disclose the
amount
of gains and losses reported for each period.  Disclose the
financial
statement line items these amounts are included in.
9. We note your disclosure regarding the contractual obligation to
issue warrants to Heritage Management Consultants.  Please
disclose
the material terms of the warrants to be issued, including the
contractual life, exercise price, vesting provisions, and
registration rights (if any).  Tell us how you evaluated the
commitment to issue the warrants under EITF 96-18 to determine
whether any expense and/or liability should be recorded as of
December 31, 2005.
10. Please file the agreements with Heritage Management
Consultants
as material contract exhibits in accordance with Item 601 of
Regulation S-B, or tell us why you believe the agreements are not
required to be filed.

Closing Statements

      As appropriate, please amend your registration statement in
response to these comments.  Provide us with marked copies of the
amendment to expedite our review.  Please furnish a cover letter
with
your amendment that keys your responses to our comments and
provides
any requested supplemental information.  Detailed cover letters
greatly facilitate our review.  Please understand that we may have
additional comments after reviewing your amendment and responses
to
our comments.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      You may contact Carlton Tartar at (202) 551-3387 or Terence
O`Brien at (202) 551-3355 if you have questions regarding comments
on
the financial statements and related matters.  Please contact H.
Yuna
Peng at (202) 551-3391 or Don Rinehart, who supervised the review
of
your filing, at (202) 551-3235 with any other questions.

Sincerely,



John Reynolds, Assistant Director

Office of Emerging Growth Companies

cc: 	Louis A. Bevilacqua, Esq.
	Fax (202) 654-1804

	James Groh
	Heritage Management Consultants, Inc.
	301 Central Avenue, #381
	Hilton Head Island, SC 29926
Jianquan Li
Winner Medical Group
Page 1
05/09/2006