Mail Stop 4561
	 								April 27, 2006

VIA U.S. MAIL

Mr. Chang-de Li
Chairman of the Board of Directors
Minghua Group International Holdings Limited
8/F East Area
Century Golden Resources Business Center
69 Banjing Road, Haidian District
Beijing, People`s Republic of China, 100089

      Re:	Minghua Group International Holdings Limited
      	Form 10-K for the year ended December 31, 2005
      	Filed April 17, 2006
      File No. 000-30183

Dear Mr. Li:

      We have reviewed your filing and have the following
comments.
Please be as detailed as necessary in your explanations.  In our
comments, we may ask you to provide us with information so we may
better understand your disclosure.  After reviewing this
information,
we may 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 any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Form 10-K For the year ended December 31, 2005

Consolidated Statements of Operations and Comprehensive Loss, page
F-
5

1. Please tell us what costs are included in the line item
Acquisition Expense.  If this expense relates to business
combinations, please tell us how you determined to expense this
amount.  Additionally, tell us how you determined it was
appropriate
to add this amount back to Net loss to arrive at Net cash used in
operations in your Statements of Cash Flows.  Please cite the
specific accounting literature that you have relied upon in your
response.

Consolidated Statements of Cash Flows, page F-6

2. We note from your discussion of Results of Operations in
Management`s Discussion and Analysis that provisions for
impairment
loss decreased $1,920,555 from 2004 to 2005.  Please tell us the
amount of each impairment recognized during 2004, what assets the
impairments related to, and why those assets were impaired.
Additionally, tell us where each impairment loss is presented in
the
Statements of Cash Flows for the year ended December 31, 2004.  In
future filings, present impairment losses as a separate line item
in
your Statements of Operations.

Business Acquisitions, page F-16

3. Please revise to provide all of the disclosures required by
paragraphs 51 and 52 of SFAS 141 related to each of your
acquisitions
during the years ended December 31, 2005, 2004 and 2003,
respectively.  For each acquisition your disclosure should include
an
allocation of the purchase price to the identifiable assets and
liabilities of the acquired entity.

Stockholder`s Equity, page F-17

Issuance of Common Stock, page F-18

4. We note from your disclosure that a partial payment of $653,795
was received from Qiang Long during 2004.  Please tell us whether
or
not the investor has the right to cancel its subscription and have
the consideration refunded

*    *    *    *

      As appropriate, please respond to these comments within 10
business days or tell us when you will provide us with a response.
Please furnish a cover letter with your response that keys your
response to our comments and provides any requested information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
responses to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      If you have any questions, you may contact Eric McPhee at
(202)
551-3693 or me at (202) 551-3486.

Sincerely,



Daniel L. Gordon
Branch Chief


Mr. Chang-de Li
Minghua Group International Holdings Limited
April 27, 2006
Page 1