WINTER VALLEY ACQUISITION CORPORATION
                             215 Apolena Avenue
                        Newport Beach, California 92662

                             ---------------------

                               July 22, 2014


Securities and Exchange Commission
Division of Corporation Finance
Washington, DC 20549

                                    Re: Winter Valley Acquisition Corporation
					Amendment No. 1 to registration
					statement on Form 10
					Filed July 22, 2014
					File No. 000-55230


To the Securities and Exchange Commission:

     Winter Valley Acquisition Corporation (the "Company") has filed its
Form 10 and amendment thereto and in regard to such filing acknowledges
that:

     The Company is responsible for the adequacy and accuracy of the
     disclosure in the filing;

     The comments of the Staff of the Securities and Exchange Commission
     or changes to the disclosure in response to such comments do not foreclose
     the Commission from taking any action with respect to the filing; and

     The Company may not assert Staff comments as a defense in any
      proceeding initiated by the Commission or any person under the
      federal securities laws of the United States.


                                Sincerely,

                                Winter Valley Acquisition Corporation


                                By: /s/ James M. Cassidy
                                    President