VANDERKAM & ASSOCIATES
                               1301 TRAVIS, #1200
                                HOUSTON, TX 77002
                              (713) 547-8900 PHONE
                            (713) 547-8910 FACSIMILE


                                October 16, 2006

James L. Allegretto
Sr. Assistant Chief Accountant
U.S. Securities & Exchange Commission
100 F. Street N.E.
Washington, D.C. 20549

Re:     IWI Holding Limited
        Form 20-F Fiscal Year Ended December 31, 2005
        File No. 025108

Dear Sir:

Your letter of September 27, 2006 has been referred to this office for reply.
Each number in our letter (other than number 18) corresponds with those in your
letter of such date.

1.   Immediately before "Analysis of Financial  Position,  Liquidity and Capital
     Resources",  we have added a section which is forward looking in nature and
     discusses various trends and outlooks.

2.   We have added a separate  caption  under  "Analysis of Financial  Position,
     Liquidity  and  Capital  Resources"  which  discloses  that  we have no off
     balance sheet arrangements.

3.   We have  provided  under  Analysis of  Financial  Position,  Liquidity  and
     Capital Resources", a chart showing our future contractual obligations.

4.   In "Results of  Operations",  we have added  narrative  under net sales the
     percentage of net sales attributable to higher prices.

5.   Under "Analysis of Financial  Position  Liquidity and Capital Resources" we
     have  added a  statement  that we have  sufficient  cash  flow to meet  our
     obligations for the next twelve months.

6.   Under "Analysis of Financial  Position  Liquidity and Capital Resources" we
     have  stated that for the year ended  December  31, 2005 the company was in
     compliance  with  all the  financial  covenants  except  the  debt  service
     coverage  ratio.  This  covenant  was waived by the bank for the year ended
     December  31,  2005.  Corollary  language  was also  added to Note 4 of the
     Financial Statements.

7.-9. The old section on internal controls has been eliminated and a new section
     on Controls and Procedures" has been added.

10.  The  "Certifications"  have been  modified  and are now signed by the Chief
     Executive Officer and Chief Financial Officer.


11.  Two  new  sections,  (1)  cost  of  sales,  and (2)  selling,  general  and
     administrative  expenses  have been  added to the  summary  of  significant
     accounting policies in Note 3.

12.  The  inventory  accounting  policy has been modified to reflect that nearly
     all of our  inventories  consist of finished goods. No cost are capitalized
     other than the freight and duty.

13.-14. The revenue recognition note under accounting policies has been modified
     to reflect that risk of loss passes FOB our  facility in  Westmont,  IL and
     nearly all  freight  expenses  are paid by our  customers.  Allowances  for
     future  returns are  provided  based on historic  experience  and  accepted
     customer returns.

15.  The  Accounting  policy has been  modified and leasehold  improvements  are
     separately disclosed.

16.  The only  advertising we have is co-operating  advertising.  This is booked
     when the goods are shipped and is recorded not as a reduction in sales, but
     under sales general and administrative expenses.

17.  We do not  receive  any  cash  consideration  from  vendors  in the form of
     rebates,  discounts cooperative advertising or any other consideration from
     vendors.

18.  The heading on the accountant's opinion page has been changed to "Report of
     Independent Registered Public Accounting Firm".

     The Form 20-F has been amended with these changes and filed through EDGAR.



                                   Sincerely,
                                   VANDERKAM & ASSOCIATES

                                   /s/ Hank Vanderkam

                                   Hank Vanderkam