**UNITED
            STATES**
 **SECURITIES
            AND EXCHANGE COMMISSION**
 **Washington,
            D.C. 20549**
 
 **FORM
            10-KSB/A**
 
 **Amendment
            No. 1**
 
 **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. 1 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”.
 
 This
            amendment does not result in any change to our original conclusion that
            our
            disclosure controls and our internal control over financial reporting
            is
            effective or amend our financial statements for the year ended December
            31,
            2007.
 
 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 Certification 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.
  1


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 the evaluation of our internal control over financial
        reporting described below and that no material weakness has been identified
        in
        our internal control over financial reporting, our CEO and CFO concluded
        that,
        as of December 31, 2007, our disclosure controls and procedures are
        effective.


**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 concluded
        there
        was no material weakness in our internal controls over financial reporting,
        and,
        accordingly, our controls are effective based on the above said criteria
        and
        guidance.
 
 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.  2
  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, and then to establish an audit committee, 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.




3




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 August 6, 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 August 6, 2008.


/s/
                Wei Li
            August
                6, 2008
            Chief
                Executive Officer andWei
                Li
            
            Chairman
                of the Board of Directors(Principal
                Executive Officer)/s/
                Lianjun Luo
            August
                  6, 2008
            Chief
                Financial Officer and DirectorLianjun
                Luo
            
            (Principal
                Financial Officer andPrincipal
                Accounting Officer)/s/
                Dachang Ju
            August
                  6, 2008
            DirectorDachang
                Ju/s/
                Yunlong Zhang
            August
                  6, 2008
            DirectorYunlong
                Zhang/s/
                Qi Wang
            August
                  6, 2008
            DirectorQi
                Wang





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