Mail Stop 3561
							February 22, 2006


Mr. David Ficksman
Troy & Gould
1801 Century Park East, 16th Floor
Los Angeles, California 90067

		RE:	Sorl Auto Parts, Inc.
			Form 10-KSB for Fiscal Year Ended December 31, 2004
			Filed March 31, 2005
			Form 10-QSB for the Quarterly Period Ended March
31,
2005
			Form 10-QSB for the Quarterly Period Ended June 30,
2005
			Form 10-QSB for the Quarterly Period Ended
September
30, 2005
			Form 10-KSB/A for Fiscal Year Ended December 31,
2004
			Filed February 9, 2006
			Form 10-QSB/A for the Quarterly Period Ended March
31,
2005
			Form 10-QSB/A for the Quarterly Period Ended June
30,
2005
			Form 10-QSB/A for the Quarterly Period Ended
September
30, 2005
			File No. 001-10892

Dear Mr. Ficksman:

	We have reviewed the responses in your letter dated January
31,
2006 and have the following additional comments.  Please be as
detailed as necessary in your explanation so we may better
understand
your disclosure.  After reviewing this information, we may or may
not
raise additional comments.

	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 the letter.





Form 10-K/A for the Year Ended December 31, 2004

Item 7. Financial Statements, page 13

General

1. We have considered your response to comment 4 from our letter
dated September 15, 2005 and your revised disclosures included in
the
notes to consolidated financial statements.   Based on your
description of the transactions, it appears that you treat the
series
of transactions undertaken to create the joint venture as a
reverse
spin-off and a recapitalization.  Please confirm if our
understanding
is correct and explain how the authoritative guidance supports
your
presentation.  In particular, please explain, in detail, how you
applied the guidance in EITF 02-11 and paragraph 23 of APB 29.
Please note that SFAS 131 is a disclosure only standard and does
not
apply to determination of the basis of financial presentation,
except
as it relates to the limited reference to SFAS 131 in paragraph 41
of
SFAS 144 for purposes of determining whether discontinued
operations
should be presented.  We would not expect to see certain financial
statement periods labeled as "successor" and "predecessor"
following
a transaction accounted for as a reverse spin-off since there is
no
change in shareholder ownership and the reporting entity for
disclosure purposes is deemed to be the historical operations of
the
"spinnee" with no change in basis that would influence
comparability
of periods. Please advise.

2. You indicate that the non-transferred operations consist mainly
of
the Ruili Group`s real estate operations and related debt.  Please
explain in greater detail the amount and nature of the major
categories of assets and liabilities not transferred.  For
example,
land, plant, equipment, etc.  Please also clarify why current
assets
related to the non-transferred business are so significant given
that
the non-transferred assets relate to real estate operations, which
normally would be expected to include primarily long-term assets.

Audit Report, page F-1

3. Please have your auditors tell us, with reference to
authoritative
guidance, why they stated in their audit report: "The financial
statements of SORL Auto Parts, Inc. were audited by other auditors
whose report dated April 1, 2004 expressed an unqualified opinion
on
those statements." The audit report of Clancy and Co., PLLC does
not
refer to SORL Auto Parts, Inc.  Please ensure to address not only
why
this statement is included and how it relates to the audit report
of
Clancy and Co., PLLC but also why the statement does not make
reference to the specific periods which were audited by other
auditors.

Audit Report, page F-2

4. We have considered your response to comment 6 from our letter
dated September 15, 2005.  Your revised filing includes the 2003
audit report.  The fiscal 2003 financial statement presentation
has
changed as a result of various fiscal 2004 transactions.  However,
the date of the audit report is the same as the date of the audit
report included in your Form 8-K filed May 24, 2004.  Please have
your predecessor auditors tell us their consideration of
paragraphs
70-73 of AU 508 and paragraphs 5-8 of AU 530.  Ensure the response
specifically addresses consideration of the report date.

Consolidated Statements of Changes in Stockholders` Equity, page
F-5

5. Please tell us what the line item labeled "Capital Contribution
by
Minority Shareholders" represents and show us how the amount was
calculated.

Consolidated Statements of Income, page F-6

6. An entity that reports a discontinued operation should present
basic and diluted per-share amounts for both income or loss from
continuing operations and income or loss from discontinued
operations.  Refer to paragraphs 36 and 37 of SFAS 128.  Please
revise or advise.

Notes to Consolidated Financial Statements, page F-8

Note 1 - Organization/Summary of Significant Accounting Policies,
page F-8

Revenue Recognition, page F-11

7. We considered your response to comment 21 from our letter dated
September 15, 2005. You indicate that you offered extended payment
terms of 120 days to OEM customers that differ from your
historical
45-60 day credit terms.  Please explain what consideration was
given
to treating sales to OEM`s on extended credit terms as financing
or
consignment transactions rather than sales.  In particular, please
address the interpretive response to question two of SAB Topic
13.A.2
in your response.  Ensure you specify whether rights of return
exist
for sales to OEM`s.  Please also tell us how you determined which
customers would receive extended payment terms and whether the
extended credit terms are intended to be temporary or permanent.

Item 13. Exhibits, List and Reports on Form 8-K, page 14

8. On October 19, 2005 you filed a Form S-8 which incorporates by
reference all exchange act reports filed subsequent to the date of
the registration statement and prior to the filing of a post-
effective amendment which indicates that all securities offered
have
been sold or which deregisters all securities then remaining
unsold.
If this registration statement was still effective on February 9,
2006 please tell us why you did not obtain and file consents for
the
use of each audit report included in your Form 10-K/A.  Please
revise
or advise.

Form 10-QSB/A for Quarterly Period Ended March 31, 2005

General

9. We considered your response to comment 17 from our letter dated
September 15, 2005.  Whenever a reverse acquisition of a non-
public
operating company by a public shell company occurs, the
eligibility
of the issuer to report using the reduced disclosure format
permitted
by Regulation S-B for interim and annual periods following the
year
of acquisition is based on the eligibility of the operating
company.
Since your revenues exceeded $25 million for two consecutive
fiscal
years as of December 31, 2004, you are no longer eligible to file
using the reduced disclosure format permitted by Regulation S-B.
We
are not in a position to grant your request to adopt the
provisions
of Regulations S-K and S-X prospectively beginning with the Form
10-K
for the year ended December 31, 2005.  Please amend your quarterly
filings accordingly.

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




      If you have any questions regarding these comments, please
direct them to Adam Phippen, Staff Accountant, at (202) 551-3336.
In
his absence, your questions may be directed to me at (202) 551-
3843.

								Sincerely,



								George F. Ohsiek, Jr.
								Branch Chief

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Mr. David Ficksman
Troy & Gould
February 22, 2006
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