**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**





**FORM
      10-KSB/A**





**Amendment
      No. 2**





**ANNUAL
      REPORT UNDER SECTION 13 OR 15(d) OF**


**THE
      SECURITIES AND EXCHANGE ACT OF 1934**


**For
      the fiscal year ended December 31, 2007**





***Commission
      File Number:*** ** ***000-33167***


**KIWA
      BIO-TECH PRODUCTS GROUP CORPORATION**


(Name
      of
      small business issuer in its charter)





**Delaware**
            
            **77-0632186**(State
                or other jurisdiction of
              incorporation
                or organization)
            
            (I.R.S.
                Employer
              Identification
                Number)


**310
      N. Indian Hill Blvd., #702**


**Claremont,
      California 91711**


**(909)
      626-2358**


(Address
      and telephone number of principal executive offices)




**Securities
      registered under Section 12(b) of the Exchange Act:**


None




**Securities
      registered under Section 12(g) of the Exchange Act:**




**Common
                Stock, $0.001 par value**
            
            **OTC
                Bulletin Board**(Title
                of Each Class)
            
            (Name
                of each exchange on which registered)


Indicate
      by check mark whether the registrant (1) has filed all reports required to
      be
      filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
      the
      preceding 12 months (or for such shorter period that the registrant was required
      to file such reports), and (2) has been subject to such filing requirements
      for
      the past 90 days. **YES** **þ** **NO** ** ̈** ****





Indicate
      by check mark if no disclosure of delinquent filers pursuant to Item 405 of
      Regulation S-B is contained herein, and no such disclosure will be contained,
      to
      the best of registrant’s knowledge, in definitive proxy or information
      statements incorporated by reference in Part III of this Form 10-KSB or any
      amendment to this Form 10-KSB. **þ**





Registrant’s
      revenues for its fiscal year ended December 31, 2007 were
      $9,129,779.





The
      aggregate market value of voting and nonvoting common stock held by
      non-affiliates of the registrant, based upon the closing bid quotation for
      the
      registrant’s common stock, as reported on the OTC Bulletin Board quotation
      service, as of March 24, 2008 was approximately $7,597,848.




The
      n umber
      of
      shares of registrant’s common stock outstanding as of March 24, 2008
      was 87,448,642.


Transitional
      Small Business Disclosure Format: **YES** ** ̈** **NO** **þ**














EXPLANATORY
      NOTE





We
      are
      filing this Amendment No. 2 on Form 10-KSB/A to our Annual Report on Form 10-KSB
      for the period ending December 31, 2007, which was filed on March 26, 2008
      (the
‘‘Form 10-KSB’’) to amend Item 8A, “Controls and Procedures”, replacing it in
      its entirety with Item 8A(T), “Controls and Procedures”.





We
      have
      filed the following exhibits with this amendment:





Exhibit
      31.1 Certification of Principal Executive Officer pursuant to
      Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of
      1934;





Exhibit
      31.2 Certification of Principal Financial Officer pursuant to
      Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934;
      and





Exhibit
      32.1 Certifications of Principal Executive Officer and Chief Financial Officer,
      pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the
      Sarbanes-Oxley Act of 2002.





Except
      for the above-mentioned items, our Form 10-KSB has not been
      amended.











8A(T).
      CONTROLS AND PROCEDURES.





**Disclosure
      Controls and Procedures**





Our
      management, under the supervision and with the participation of our Chief
      Executive Officer ("CEO") and Chief Financial Officer ("CFO"), has evaluated
      the
      effectiveness of our disclosure controls and procedures as defined in SEC
      Rules 13a-15(e) and 15d-15(e) as of the end of the period covered by this
      Annual Report. Our disclosure controls and procedures are designed to ensure
      that information required to be disclosed in the reports we file or submit
      under
      the Securities Exchange Act of 1934 ("Exchange Act") is recorded, processed,
      summarized, and reported within the time periods specified in the SEC’s forms,
      and that such information is accumulated and communicated to our management
      including our CEO and CFO, to allow timely decisions regarding required
      disclosures. Based on their evaluation, taking into account the omission of
      Management’s Report on Internal Control over Financial Reporting in our Annual
      Report on Form 10-KSB filed on March 26, 2008, our CEO and CFO have concluded
      that, as of December 31, 2007, our disclosure controls and procedures were
      ineffective.





**Management
      Report on Internal Control over Financial Reporting**





Our
      management is responsible for establishing and maintaining adequate internal
      control over financial reporting, as
      such
      term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f) .
      Our
      internal control over financial reporting was designed to provide reasonable
      assurance to the Company's management and board of directors regarding the
      preparation and fair presentation of published consolidated financial
      statements. Internal control over financial reporting is promulgated under
      the
      Exchange Act as a process designed by, or under the supervision of, the
      Company's principal executive and principal financial officers and effected
      by
      the Company's board of directors, management and other personnel, to provide
      reasonable assurance regarding the reliability of financial reporting and the
      preparation of financial statements for external purposes in accordance with
      generally accepted accounting principles. Internal control over financial
      reporting, no matter how well designed, has inherent limitations and may not
      prevent or detect misstatements. Therefore, even effective internal control
      over
      financial reporting can only provide reasonable assurance with respect to the
      financial statement preparation and presentation.





Our
      management has conducted, with the participation of our CEO and CFO, an
      assessment, including testing of the effectiveness, of our internal control
      over
      financial reporting as of December 31, 2007. Management’s assessment of internal
      control over financial reporting was conducted using the criteria in Internal
      Control over Financial Reporting - Guidance for Smaller Public Companies issued
      by the Committee of Sponsoring Organizations of the Treadway
      Commission.





A
      material weakness is a deficiency, or combination of deficiencies, in internal
      control over financial reporting, such that there is a reasonable possibility
      that a material misstatement of the Company’s annual or interim financial
      statements will not be prevented or detected on a timely basis. In connection
      with management’s assessment of our internal control over financial reporting as
      required under Section 404 of the Sarbanes-Oxley Act of 2002, we identified
      no
      material weakness in our internal controls over financial reporting and have
      concluded that they are effective based upon the above criteria and guidance.
      (However, taking into account the omission of Management’s Report on Internal
      Control over Financial Reporting in the Form 10-KSB, our CEO and CFO have
      concluded as noted above that, as of December 31, 2007, our disclosure controls
      and procedures were ineffective.)





Although
      there are no material weaknesses, management is in the process of improving
      its
      system of internal control over financial reporting through the following
      actions:





(
              1
              )
            The
                Company will establish more financial reporting monitoring activities
                to
                mitigate the risk of management override, specifically:





a)
            Delegation
                of authority will be reviewed and formally documented from time to
                time
                subject to updating;





b)
            Provide
                sufficient oversight in the implementation of accounting principles
                and
                external audit functions.














(
              2
              )
            We
                will increase our internal staff to enable us to assume the
                responsibilities in both implementing and maintaining our internal
                controls and in adapting our controls to meet changing
                conditions.





(
              3
              )
            We
                plan to employ an independent consultant, if our cash flow in the
                second
                half of 2008 permits, to assist us on the necessary controls that
                have to
                be implemented, to assist us in implementing these controls and to
                train
                our staff to remain in compliance with the internal controls on an
                ongoing
                basis, and to continue to be available as needed to assist us in
                assembling the information necessary for inclusion in our SEC reports
                and
                in preparing the reports for review by our independent registered
                public
                accounting firm and our counsel.





(
              4
              )
            We
                plan to elect one or more independent directors on our 2008 Annual
                Meeting
                of Stockholders, which will review our accounting controls and financial
                statements with the independent registered public firm on an annual
                and
                quarterly basis.





This
      Annual Report does not include an attestation report of the Company's registered
      public accounting firm regarding internal control over financial reporting.
      Management's report was not subject to attestation by the Company's registered
      public accounting firm pursuant to temporary rules of the SEC that permit the
      Company to provide only management's report in this Annual Report.





**Changes
      in Internal Control Over Financial Reporting**





There
      were no changes in our internal control over financial reporting during the
      fourth quarter ended December 31, 2007 that materially affected, or are
      reasonably likely to materially affect, our internal control over financial
      reporting.











SIGNATURES





Pursuant
      to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
      1934, the registrant has duly caused this report to be signed on its behalf
      by
      the undersigned, thereunto duly authorized on September 22, 2008.





**KIWA
                BIO-TECH PRODUCTS GROUP CORPORATION**By:
            
            /s/
              Wei LiWei
                Li
              Chief
                Executive Officer and Chairman of the Board of Directors
              (Principal
                Executive Officer)





Pursuant
      to the requirements of the Securities Act of 1934, this report has been signed
      below by the following persons on behalf of the registrant and in the capacities
      indicated on September 22, 2008.





/s/
                Wei Li
            
            September
                22, 2008
            
            Chief
                Executive Officer andWei
                Li
            
            
            
            Chairman
                of the Board of Directors(Principal
                Executive Officer)/s/
                Lianjun Luo
            
            September
                22, 2008
            
            Chief
                Financial Officer and DirectorLianjun
                Luo
            
            
            
            (Principal
                Financial Officer andPrincipal
                Accounting Officer)/s/
                Dachang Ju
            
            September
                22, 2008
            
            DirectorDachang
                Ju/s/
                Yunlong Zhang
            
            September
                22, 2008
            
            DirectorYunlong
                Zhang/s/
                Qi Wang
            
            September
                22, 2008
            
            DirectorQi
                Wang