HART & TRINEN, LLP
ATTORNEYS AT LAW
1624 Washington Street
Denver, CO 80203
________
William T. Hart, P.C. Email: harttrinen@aol.com
Donald T. Trinen Facsimile: (303) 839-5414
(303) 839-0061
November 8, 2006
Scott Anderegg
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NE
Washington, DC 20549
Re: Tian'an Pharmaceutical Co., Ltd.
Registration Statement on Form SB-2
File No. 333-135434
This office represents Tian'an Pharmaceutical Co., Ltd. (the "Company").
Amendment No. 3 to the Company's registration statement has been filed with the
Commission. This letter contains the Company's responses to the comments
received from the Staff by letter dated November 7, 2006. The paragraph numbers
in this letter correspond with the numbered paragraphs in the Staff's comment
letter.
Page Number
-----------
C-1 Comment complied with. 11
C-2 Comment complied with. 14
C-3 The biographical information concerning Ma Zhiguo
has been revised. 25
C-4 An explanation of the surcharge on taxes has been
added to footnote 6. The surcharge on taxes is included
as a component of Selling and Promotion or General and
Administrative expenses, depending primarily on
the duties of the employees to which the surcharge applies. Note 6
C-5 The Company, when restating the prior financials,
had adjusted the provision for income taxes for items
that were part of general and administrative expenses.
The adjustment in 2005 of $137,436 and in 2004
of $13,686 has been reclassified in the revised financials.
Footnote 6 has been revised to reflect the effective tax
rate of 17.2%. Note 6
C-6 Comment complied with. 6-30-06 Statement
of Operations
If you should have any questions concerning the foregoing, please do not
hesitate to contact the undersigned.
Very Truly Yours,
HART & TRINEN, L.L.P.
/s/ William T. Hart
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William T. Hart
WTH:ap