SecProbe.io

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Mail Stop 3-9								February 8, 2005

David Gao
Beijing Med-Pharm Corporation
1180 Main Street
Coventry, CT 06238

Re:	Beijing Med-Pharm Corporation
	Registration Statement on Form S-1
      Filed January 11, 2005
	File Number 333-121957

Dear Mr. Gao:

	We have reviewed your filing and have the following comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.   Please be as detailed as necessary in your
explanation.  In some of our comments, we may ask you to provide
us
with supplemental information so we may better understand your
disclosure.  After reviewing this information, we may or may not
raise additional comments.

	The purpose of our review process is to assist you in your
compliance with the applicable disclosure requirements and to
enhance
the overall disclosure in your filing.  We look forward to working
with you in these respects and 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 this
letter.

General

1. We note that your common stock is quoted on the over-the-
counter
bulletin board.  It appears that in order to be eligible to be
quoted
on the bulletin board you must be a reporting company.  Please
provide us with an analysis explaining how you are quoted on the
bulletin board even though you are not a reporting company.

Prospectus Summary, page 2

2. Your summary currently emphasizes only your strategy and other
aspirations, and does not adequately describe your current
operations
and the risks and challenges you face.  Please expand the
discussion
of your current business on page 1 and summarize the risk factors
on
page 3.  Disclosing your history of losses and accumulated deficit
and quantifying amounts will help to further balance the
disclosure.

3. We note your disclosure regarding the Wanwei acquisition in the
last paragraph of the Overview.  You should expand the disclosure
to
state how much you are going to pay for Wanwei and when you expect
to
close the acquisition.  Also, you should disclose Wanwei`s working
capital and accumulated deficits as of September 30, 2004, as well
as
Wanwei`s losses for 2003 and the nine-month period ended September
30, 2004.

4. In the Strategy subsection, you state that you will pioneer a
new
business model by using your marketing arm to create demand for
products sold by your distribution arm.  This does not appear to
be a
new business model.  Please revise.

5. You state that you will have transparent financial reporting.
It
appears that by transparent, you mean reporting under the Exchange
Act.  If that is all the transparency you are describing, amend
your
disclosure to state that Exchange Act reporting will be the extent
of
the transparency, or just say that you will file under the
Exchange
Act.

Summary Financial Data, page 4

6. Please state that the Summary Data does not include Wanwei.

Risk Factors, page 6

7. Where you lay out bullet points highlighting specific risk
factors, please elaborate on any problems you have faced in the
past
relating to those bullet points.  Please note that in doing so,
your
resulting disclosure might become significant enough to warrant a
separate risk factor.  We may have further comments on your
disclosure.
8. Consider creating a risk factor regarding shares eligible for
future sale.  In this risk factor, you should disclose the number
of
shares:
* subject to registration rights;
* that are restricted securities within the meaning of Rule 144;
and
* that will be freely tradable, whether under Rule 144, pursuant
to a
registration statement on Form S-8, etc., 90 days and 180 days
after
the date of the prospectus.

9. You state in the first paragraph, "Additional risks and
uncertainties not presently known to us or that we currently
believe
to be immaterial may also harm our business and our financial
condition and results of operations."  Please delete this sentence
and amend your disclosure to state that all material risks are
described in the risk factors section, and ensure that that
statement
is true.

We have a history of operating losses..., page 5

10. You state that you are subject to all of the risks that
businesses encounter in their early stages of development.  Please
expand this risk factor and create new risk factors, if necessary,
to
describe all of the material risks to which you allude.

11. You state that you expect to incur significant and increasing
operating expenses and capital expenditures.  Here, and in more
detail in MD&A, discuss and quantify the expenses and expenditures
you expect to incur.  In MD&A, you should also discuss the
projected
timing of these expenditures.

We may be unable to acquire..., page 5

12. You state that you may be unable to satisfy the closing
conditions in the acquisition agreements.  Please highlight any
closing conditions for which there exists doubt as to whether you
will be able to satisfy the condition.

We may continue to experience delays in product introduction...,
page
6

13. As to the Shuganyiyang delay, state how long the delay lasted
and
the reason the license was not received timely.

14. You state that your contracts with pharmaceutical owners and
manufacturers relating to some of the products in your product
portfolio have a limited duration and have minimum sales
requirements
that, if not met, could lead to termination or non-renewal of the
contract, or the ability of the manufacturer to render the
contract
non-exclusive.  If you have failed to comply or do not believe you
will comply with any of these minimum sales requirements, and your
non-compliance would harm your operating results or business
materially, discuss the contract, the non-compliance and state
what
effect you anticipate the non-compliance will have.

If we complete the proposed acquisition of Wanwei..., page 6

15. Please state whether or not Wanwei has any agreements with
Wanhui
regarding the distribution of Glurenorm.  If it does, state
whether
or not these contracts will continue after the acquisition, and
the
terms of the contracts.  If they have provisions allowing for
termination for failure to meet sales goals, disclose in this risk
factor that Wanhui has terminated agreements with you for failing
to
meet such sales targets.

Our revenues may be substantially lower in 2004...page 6

16. You should expand this risk factor to state that your revenues
for the period ended September 30, 2004 were substantially lower
as a
result of the lost revenue mentioned, and if true, state that you
were not able to make up the lost revenue.  Additionally, quantify
the decrease in revenue for the nine month period ended September
30,
2004 as compared to the nine months ended September 30, 2003.

17. We note that Wanhui accounted for 98% of your business in
2003,
and that same party is now selling you 80% of Wanwei.  Is your
performance under the mentioned contract and your acquisition of
Wanwei in any way related?  Please provide appropriate disclosure
elsewhere in the prospectus regarding your historical and present
relationship with Wanhui.

We may be unable to compete..., page 6

18. You state that many of your competitors have greater name
recognition and a larger customer base.  Please name your most
relevant competitors to whom this description applies.

We may be unable to obtain additional capital when necessary ...,
page 7

19. Please state how long you expect your current resources to
last.

We may be unsuccessful in attracting..., page 7

20. Please name the key sales personnel you mention here.

21. If you have had problems attracting or retaining qualified
employees, please revise to describe the problems you have
experienced.

We may be unable to manage our growth..., page 8

22. This risk factor seems very generic to us in that it could
apply
to almost any company.  Please amend this risk factor to discuss
the
risks growth poses to your company specifically, or delete it.

Because we have not been subject to the reporting requirements
...,
page 8

23. This risk factor is generic in that it appears to apply to
every
new reporting company.  Please revise to tailor the risk factor
discussion to your company or delete it.  For example, are you
aware
of any obstacles that may prevent you from implementing effective
internal controls?

We have been advised of a material weakness..., page 9

24. Please disclose each of the reportable conditions involving
your
internal and disclosure controls and discuss the potential effect
on
your financial statements.  Also, state whether or not these
reportable conditions and the material weakness you mention have
been
rectified.

War or military or other actions..., page 9

25. This risk factor seems very generic to us in that it could
apply
to almost any company.  Please amend this risk factor to discuss
the
risks growth poses to your company specifically, or delete it.

Investors may be unable to enforce..., page 10

26. Please expand this risk factor to explain under what
circumstances enforcing a judgment against you in a United States
court would be an issue.

We are a holding company..., page 10

27. You should note the historic losses of BMP China and Wanwei
here.
You should also state that if these losses continue, you will not
be
able to pay dividends or service any debt you may incur.

Fluctuations in the Chinese Renminbi ..., page 11

28. If the Chinese government controls the value of the Renminbi,
adjusting it periodically, so state.

The ability of our Chinese operating subsidiaries..., page 11

29. Quantify what 50% of BMP China`s registered capital was as of
the
most recent practicable date.

Wanwei may be unable to obtain renewal ..., page 13

30. If you there are doubts as to whether Wanwei will satisfy all
the
requirements necessary in order to obtain the renewal, please
revise
to describe these requirements.

Price control regulations..., page 14

31. Here, and in more detail in MD&A, please discuss current and
expected trends in pricing.

Collective tendering of pharmaceutical products ..., page 14

32. Please explain the term "collective tender."

Sales of substantial amounts of our common stock ..., page 15

33. Please identify the stockholder to which you refer.

If the ownership of our common stock..., page 15

34. In addition to the risks noted, please address more
prominently
the ways in which your concentrated ownership may also prevent or
frustrate attempts to replace or remove the current management.
We
note that the risk of management entrenchment may be as great, if
not
greater, than the risk of discouraging potential suitors.
Consider
revising the caption to this risk factor accordingly.

Our common stock may experience extreme price and volume..., page
15

35. Disclose the high and low stock prices for your common stock
as
reported on the OTC Bulletin Board over the last twelve months,
and
the average daily volume over the past four weeks.

As a stock quoted on the OTCBB..., page 16

36. Expand this risk factor to state that because of the penny
stock
restrictions, your stock price, and not just trading volume, may
be
adversely affected.

   Selected Financial Data, page 20

37. Please provide five years of data as required by Item 302 of
Regulation S-K.

   Management`s Discussion and Analysis of Financial Condition and
Results of Operations

   Critical Accounting Policies and Significant Judgments and
Estimates, page 22

   General

38. Please note that Critical Accounting Polices should
supplement,
not duplicate, the description of accounting policies that are
disclosed in the notes to the financial statements.  Please revise
your critical accounting policies which we believe should be
described as critical accounting "estimates" to disclose the
uncertainties involved in applying each principle and discuss the
variability that is reasonably likely to result from the
application.
For each policy identified, ensure that management has analyzed
and
disclosed to the extent possible the following factors:
a) How management arrived at the estimate;
b) How accurate management`s estimate/assumption has been in the
past;
c) Whether the estimate/assumption is reasonably likely to change
in
the future; and
d) Evaluate the sensitivity to change of critical accounting
policies.

Refer to Release 33-8350.

MD&A, page 21
39. Please revise your MD&A so that there is more focus on
analysis
as required by our recent MD&A Release No. 33-8350; 34-48960; FR-
72
(December 19, 2003).  In that release, we explained that "MD&A
requires  . . . an `analysis` of known material trends, events,
demands, commitments and uncertainties.  MD&A should not be merely
a
restatement of financial statement information in a narrative
form. .
. . A thorough analysis often will involve discussing both the
intermediate effects of those matters and the reasons underlying
those intermediate effects."  For example, please discuss the
trends
regarding pricing and pricing controls on your business.  If so,
how
will this affect the demand for your services and products?
Please
review your entire MD&A and revise accordingly.  We may have
further
comments.

Results of Operations, page 23

40. In your discussion of net revenue, please discuss direct costs
and the reason for any changes in direct costs from period to
period.

41. We note that historically, Wanhui has accounted for a
significant
amount of your business.  Please file your supply, master services
and other agreements with Wanhui as exhibits to the registration
statement.

Our Business, page 28

42. Currently, your business section consists mainly of a summary
of
your strategy and does not explain your business itself.  You
should
expand the disclosure significantly to describe the operations in
which you are engaged currently and the markets into which you
sell.
We note that you have derived only $183,000 of revenue during the
first nine months of 2004.  We may have further comments upon
reviewing the disclosure you will provide in response to this
comment.
43. Please revise the discussion throughout to clarify the
operations
in which you are currently engaged and the operations in which you
propose to engage.  To the extent that you discuss future products
and services, or products and services you have not sold in the
last
12 months, provide their status and a timeframe for which you
anticipate selling these products and any anticipated development
and
marketing costs involved with the product or service.  If you no
longer offer a particular product or service or have not provided
that product or service to client during the last 12 months, so
state.  You should do this in each instance in which you discuss a
different product or service.  We may have further comments after
reviewing your revised business section.

44. On page 28, you state that you have established relationships
with a number of independent representatives in China.  If you
have
any agreements with any of these representatives which would be a
material contract within the meaning of Item 601(b)(10) of
Regulation
S-K, please file it as an exhibit to the registration statement.

45. Please explain the nature of these relationships in the
registration statement.

46. You state that the permit and certificate you will possess
after
acquiring Wanwei will provide you with a strategic advantage.  We
do
not understand how this can be, given that over 5,400 companies
have
the certification.  Please revise your disclosure.

   Our Strategy and Solution, page 29

47. You state that you have an established track record of
registering and marketing western pharmaceuticals.  Please provide
us
with materials and information supporting this assertion or delete
it.

48. You mention your 15