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<SEC-DOCUMENT>0000000000-07-015438.txt : 20090312
<SEC-HEADER>0000000000-07-015438.hdr.sgml : 20090312
<ACCEPTANCE-DATETIME>20070327160029
<PRIVATE-TO-PUBLIC>
ACCESSION NUMBER:		0000000000-07-015438
CONFORMED SUBMISSION TYPE:	UPLOAD
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20070327

FILED FOR:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			Ever-Glory International Group, Inc.
		CENTRAL INDEX KEY:			0000943184
		STANDARD INDUSTRIAL CLASSIFICATION:	APPAREL & OTHER FINISHED PRODS OF FABRICS & SIMILAR MATERIAL [2300]
		IRS NUMBER:				650548697
		STATE OF INCORPORATION:			FL
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		UPLOAD

	BUSINESS ADDRESS:	
		STREET 1:		100 N. BARRANCA AVE.
		STREET 2:		#810
		CITY:			WEST COVINA
		STATE:			CA
		ZIP:			91791
		BUSINESS PHONE:		626-839-9116

	MAIL ADDRESS:	
		STREET 1:		100 N. BARRANCA AVE.
		STREET 2:		#810
		CITY:			WEST COVINA
		STATE:			CA
		ZIP:			91791

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	ever-glory international group, inc.
		DATE OF NAME CHANGE:	20051121

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	ANDEAN DEVELOPMENT CORP
		DATE OF NAME CHANGE:	19950329
PUBLIC REFERENCE ACCESSION NUMBER:		0001214659-06-001368
</SEC-HEADER>
<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>



March 27, 2007


By facsimile to (626) 839-9118 and U.S. Mail


Mr. Kang Yi Hua
Chief Executive Officer and President
Ever-Glory International Group, Inc.
17870 Castleton Street, #335
City of Industry, CA 91748

Re:	Ever-Glory International Group, Inc.
	Revised Preliminary Information Statement on Schedule 14C
	Filed March 15, 2007
	Annual Report on Form 10-KSB for the fiscal year ended
December
31, 2006
	Filed March 16, 2007
	File No. 0-28806

Dear Mr. Kang:

	We reviewed the filings and have the comments below.

PreR14C

General

1. Please update the financial statements, pro forma financial
information, and other corresponding financial information
included
to comply with Item 310(g) of Regulation S-B.

Additional Information, page 36

2. Please incorporate by reference the annual report on Form 10-
KSB
for the fiscal year ended December 31, 2006 that you filed on
March
16, 2007.


Appendix E

Pro Forma Financial Information, page 1

3. We note your response to prior comment 5.  Please address the
following regarding Mr. Kang transferring all of his interest in
EGLY
HK to Mr. Yan in September of 2006 and the corresponding
accounting
of the Catch-Luck and New-Tailun acquisitions:

* Disclose the business reasons for the transfer of the ownership
interest, including whether any consideration was paid by Mr. Yan
for
the ownership interest in EGLY HK.

* Provide us the agreement entered into between Mr. Kang and Mr.
Yan
related to the transfer of the ownership interest, including any
side
agreements.

* Given that both Catch-Luck and New-Tailun were acquired from
EGLY
HK, please clarify why Catch-Luck is being reflected as a merger
of
entities under common control and New-Tailun is being accounted
for
using the purchase method of accounting under SFAS 141.  It is not
clear why these two transactions would be accounted for
differently
as they are being purchased from the same entity.

10-KSB

Forward-Looking Statements, page 3

4. Since Ever-Glory is a penny stock issuer, Ever-Glory is
ineligible
to rely on the safe harbor provision under section 21E of the
Exchange Act or section 27A of the Securities Act.  See section
21E(b)(1)(C) of the Exchange Act and section 27A(b)(1)(C) of the
Securities Act.  As requested previously in comment 20 in our July
20, 2006 letter, please remove the reference to the safe harbor
provision of the Private Securities Litigation Reform Act of 1995.
Alternatively, make clear that Ever-Glory is ineligible to rely on
the safe harbor provision.

Sources of Liquidity, page 22

5. Disclosure states that Ever-Glory had outstanding borrowings of
$4,482,180 under a credit facility as of December 31, 2006.  As
requested previously in comment 18 in our July 20, 2006 letter, if
a
credit facility or other financial instrument requires Ever-Glory
to
satisfy specified financial ratios and tests, please state what
the
limits of all material financial ratios and tests are.  Also
indicate
whether Ever-Glory is in compliance with them.

Executive Compensation, page 28

6. Current disclosure requirements for executive and director
compensation in a Form 10-KSB for fiscal years ending on or after
December 15, 2006 are outlined in Release No. 34-54302A.  Based on
these requirements, we have these comments:

* Please include in the summary compensation table the information
contained in Item 402(b)(1) of Regulation S-B, including a "Total
($)" column.

* Please provide the information specified in Item 402(f)(2) of
Regulation S-B for the compensation of the directors in the
tabular
format that is specified in Item 402(f)(1) of Regulation S-B.
Revise
the disclosure under "Compensation of Directors" on page 29 to
comply
with the item`s requirements.

* Instruction 4 to Item 402(a)(2) of Regulation S-B states that a
column may be omitted if there has been no compensation awarded
to,
earned by, or paid to any of the named executive officers or
directors required to be reported in that table or column in any
fiscal year covered by that table.  Please consider revising the
summary compensation table and preparing the director compensation
table with this instruction in mind.

Certain Relationships and Related Transactions, page 30

7. Current disclosure requirements for related person transactions
in
a Form 10-KSB for fiscal years ending on or after December 15,
2006
also are outlined in Release No. 34-54302A.  Based on these
requirements, we have these comments:

* In the fourth paragraph, please identify the related company
from
which Ever-Glory borrowed $4,38,526 (sic) during 2006.  See Item
404(a)(1) of Regulation S-B.

* Based on disclosure in the seventh paragraph of the financial
statements` note 14, we assume that Ever-Glory borrowed $4,238,526
from the related company during 2006.  Please reconcile the
disclosures on the amount borrowed.

* In the sixth paragraph, please identify the related company that
owed Ever-Glory $2,467,955 as of December 31, 2006.  See Item
404(a)(1) of Regulation S-B.  See also subparagraphs (a)(5) and
(a)(6) of Item 404 of Regulation S-B.

* In the ninth paragraph, please identify the related company that
sold all of its shares in New-Tailun to Ever-Glory on November 9,
2006.  See Item 404(a)(1) of Regulation S-B.

8. Disclosures in the first and second paragraphs that Ever-
Glory`s
president and chief executive officer is the chief executive
officer
and majority shareholder of Jiangsu Ever-Glory International
Group,
which is the majority shareholder of Chuzhou Ever-Glory
Enterprises
Ltd., and that Ever-Glory subcontracted $2.7 million of
manufacturing
to these companies during 2006 are inconsistent with disclosure in
the first paragraph of the financial statements` note 14 that
Ever-
Glory subcontracted $2.7 of manufacturing to "six related
companies"
during 2006.  Please reconcile the disclosures.

9. Disclosure in the second paragraph that Ever-Glory owed the
related companies in the first paragraph $1.4 million as of
December
31, 2006 under the subcontracting arrangements is inconsistent
with
disclosure in the third paragraph of the financial statements`
note
14 that Ever-Glory owed "seven related companies" $1.4 million as
of
December 31, 2006 for subcontracting work and inventory purchases
made.  Please reconcile the disclosures.

Note 1.  Summary of Significant Accounting Policies and
Organization

(Q)  Recent Accounting Pronouncements, page F-9

10. Please confirm to us, if true, that the impact of adopting SAB
108 was not material.  Otherwise, please disclose the impact of
adopting this SAB.  See Question 3 of SAB 108.

Exhibit Index

11. You list exhibit 23.1 in the exhibit index.  Since you did not
file the exhibit, please remove the exhibit from the exhibit
index.

Closing

	File a revised Pre14C and an amendment to the 10-KSB in
response
to the comments.  To expedite our review, you may wish to provide
us
three marked courtesy copies of the filings.  Include with the
filing
any supplemental information requested and a cover letter tagged
as
correspondence that keys the response to the comments.  If you
think
that compliance with the comments is inappropriate, provide the
basis
in the letter.  We may have additional comments after review of
the
revised Pre14C and the amended 10-KSB, the responses to the
comments,
and any supplemental information.

	We urge all persons responsible for the accuracy and adequacy
of
the disclosure in the filings reviewed by us to ensure that they
have
provided all information investors require for an informed
decision.
Since Ever-Glory and its management are in possession of all facts
relating to the disclosure in the filing, they are responsible for
the adequacy and accuracy of the disclosures that they have made.

      When responding to our comments, provide a written statement
from Ever-Glory in which Ever-Glory acknowledges that:

* Ever-Glory is responsible for the adequacy and accuracy of the
disclosure in the filing.

* Our comments or changes to disclosures in response to our
comments
do not foreclose the Commission from taking any action on the
filing.

* Ever-Glory may not assert our comments as a defense in any
proceedings initiated by the Commission or any person under the
United States` federal securities laws.

	The Commission`s Division of Enforcement has access to all
information that Ever-Glory provides us in our review of the
filing
or in response to our comments on the filing.

	You may direct questions on accounting comments to Nudrat S.
Salik, Staff Accountant, at (202) 551-3692 or Rufus G. Decker III,
Accounting Branch Chief, at (202) 551-3769.  You
may direct questions on comments and disclosure issues to Edward
M.
Kelly, Senior Counsel, at (202) 551-3728 or me at (202) 551-3767.

Very truly yours,





Jennifer R. Hardy
					    Legal Branch Chief



Mr. Kang Yi Hua
March 27, 2007
Page 1








UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

         DIVISION OF
CORPORATION FINANCE


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