SecProbe.io

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

         DIVISION OF
CORPORATION FINANCE
Mail Stop 3030
        January 12, 2010   CT Corporation System 111 Eighth Avenue New York, New York 10011
Re: Dehaier Medical Systems Limited
 Amendment No. 1 to Registra tion Statement on Form S-1
Filed December 23, 2009
 File No. 333-163041
Ladies and Gentlemen:

We have reviewed your filing and your response dated December 22, 2009 and
have the following comments.  Where in dicated, 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 inappl icable or a revision is unnecessary.  Please
be as detailed as necessary in your explanat ion.  In some of our comments, we may ask
you to provide us with information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.

Please understand that the purpose of our re view 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.  We
welcome any questions you may have about our comments or 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 your response to our prior comme nt 4.  Please tell us how you confirmed
that the data reflects the mo st recent available information.  We note, for instance,
that certain of the articles, studies and other source mate rials cited in your
registration statement and provided to us  supplementally were prepared between
2001 and 2008.
 Calculation of Registration Fee

 2. Please list the warrants and the common stock underlying the warrants separately
in the fee table.

CT Corporation System
As agent for Dehaier Medical Systems Limited  January 12, 2010 Page 2  3. We note your disclosure in footnote (3) to the fee table that th e price paid by the
placement agent for the warrants is $0.001 per warrant.  It appears from the placement agreement that the placement ag ent has not yet acquired the warrants.
Please revise your disclosure to clearly refl ect the current status of the warrants.
 Our Company, page 1

 4. Please revise to clarify the extent to  which you develop, assemble, and market
your self-developed products versus di stribute products for third-parties.
 5. We note that you refer broadly to resp iratory and oxygen products and other
medical devices that can be used “in the surgery room, patient room, and at
home.”  Please revise to provide further clarification regarding the specific types
of products that you develop, assemble and market (briefly discussing, as appropriate, each of these thre e activities in turn).  Pr ovide similar clarification
regarding the products you di stribute for third-parties.
 Overview, page 3

 6. Please revise to provide further clarifi cation regarding the relationship between
BTL, Dehaier, and BDL.
 7. Please revise to more clearly describe th e financings and related restructurings,
including the 2009 restructuring.  Note that  a further expanded discussion of the
financings and restructurings shoul d appear in the Business section.
 8. Please describe in additional detail ho w BDL’s formation has allowed foreign
investments to be used to grow your business.
 9. We note that you state that DHK was form ed in anticipation of opportunities to
make use of its status as a Hong Kong company to grow your business.  Please
describe in greater deta il how DHK is intended to  grow your business.
 Our Structure, page 4

 10. Refer to footnote 7 to the diagram.  Pleas e revise your disclosure to explain the
“substantial financial support” that Deha ier has provided to BTL or provide an
appropriate cross-reference to this disclosu re.  Ensure that your disclosure in the
Business section, the Related Party Transa ctions section, and elsewhere in the
prospectus, is also revised, as necessary, to provide a complete description of the financial support.

The Offering, page 5

11. Please revise to disclose when the issuan ce of shares to investors will occur.

CT Corporation System
As agent for Dehaier Medical Systems Limited  January 12, 2010 Page 3  Make-Good Escrow, page 6

 12. We note your revisions in response to prio r comment 11.  Item (ii) of the third
paragraph of this section states that if the minimum escrow amount is met, you
will release shares “thirty (30) calendar da ys after the filing of the Form 10-K for
the fiscal year ending December 31, 2010 after redeeming  any Make-Good
Shares” [emphasis added].  Please tell us wh ether you intend that  the release of
the Make-Good Shares would be delaye d if the company is, for any reason,
unable to redeem the applicab le number of shares prior to the specified date.
 Placement Agent Warrants, page 6

 13. We note that section 4(f) of the placement agreement provides that the warrants
may be purchased at the closing of the o ffering.  Please revise your disclosure to
clarify when you expect to issue the warrants to the placement agent.
 Risk Factors, page 9

 14. We note your response to our prior comment 29.  Please tell us if Mr. Ping Chen
continues to distribute medical devices th rough other companies that are not part
of Dehaier.  If so, please a dd an appropriate risk factor.
 15. We note the last paragraph of your response to prior comment 23 and your
discussion on page 40. However, it does not  appear that your cu rrent risk factors
specifically discuss the attendant risks if the company is unable to maintain its high technology certification approval.
 BDL is also required to allocate a por tion of its after-tax profits…, page 20

 16. If the allocation of after-tax  profits to reserves is re quired by law, please tell us
the risk, if any, presented by the fact that  you have not yet determined or set aside
reserve amounts.
 If our financial conditio n deteriorates…, page 23

 17. We note your response to prior comment  17 and reissue the comment.  The
heading to this risk factor suggests that  you are assured of li sting provided that
your financial condition does not deteriorat e.  Please revise to remove the
suggestion that you are, in your current financial condition, assured of listing.
 Use of Proceeds, page 30

Dividend Policy, page 31
 18. We note your disclosure on page 30 that the remittance procedures may take
“several months” and your brief discu ssion on page 31 of the requirement that
BDL submit an application for remittance.  We also note your disclosure under

CT Corporation System
As agent for Dehaier Medical Systems Limited  January 12, 2010 Page 4
the heading “We rely on dividends pa id…” on page 19.  Please revise the
prospectus to provide greater detail regarding the procedure for remittance of offering proceeds to China and the anticipated timing of the process. You may wish to provide a single consolidated  discussion of this requirement.
 PRC Enterprise Income Taxes, page 39

 19. Please revise the first sentence of the final paragraph of this section to clarify that
the high technology certificat ion was available in 2008.
 20. We note your response to our prior comment 47.  Please revise to clarify that if
Dehaier is deemed to be a non-resident enterprise, then it will be subject to a withholding tax at the rate of 10% on any dividends paid by its Chinese
subsidiaries to Dehaier.  In additi on, please clarify the application of the
implementation regulations.
 Our Business, page 51

 21. We note your response to our prior comme nt 29.  However, Dehaier’s website
continues to state that you were es tablished in 1991.  Please reconcile.

22. We note your response to our prior comment s 31 and 32.  However, given that the
distribution of third-party pr oducts is a substantial part  of your business, please
revise to provide an expanded discussion of this aspect of your business.  Please
also revise to provide an expanded discussion of your role  in developing and
assembling your self-designed products.
 Our Products, page 55

 23. Please review your disclosure throughout th is registration statement to consider
whether references to “our products” re late to both (i) products developed,
assembled and marketed by the company and (ii) third-party products that are merely distributed by you. If these references do not relate equally to both categories (i.e., the disclosure applies to one category of products and not the
other), revise the prospectus, as appropr iate, to make appr opriate distinction
between the products you develop, assemb le and market and the third-party
products you distribute.
 Research and Development, page 56

 24. We note your response to our prior co mment 36. However, we are unable to
locate your revisions to this section.  Acco rdingly, we reissue the prior comment.

CT Corporation System
As agent for Dehaier Medical Systems Limited  January 12, 2010 Page 5  Our Strategies, page 57

 25. We note your response to our prior comme nt 37.  Please revise to explain why
you believe the establishment of CEC’s is  preferable, or complementary, to your
current marketing and distribution model. In addition, please revise to discuss the
expected cost of opening CE C’s in the provincial cities.
 Dependence on Major Customers, page 58

 26. We note that you state, “At December 31, 2008 and 2007, and for the nine months
ended September 2009 and 2008, receivables from four and three customers were approximately 50%, 38%, 34% and 48% , respectively.”  Please tell us
supplementally the breakdowns of the per centage of total r eceivables received
from each of the companies.
 27. We note your response to our prior comment 38.  If the loss of any of these major
customers would materially impact the re gistrant, the identity of the customer
should be disclosed.  Please identify thes e customers and file the contracts with
these customers as exhibits or tell us  why you believe that the loss of these
customers would not be material. See It em 601(b)(10)(ii)(B) of Regulation S-K.

Competition, page 58

28. We note your response to our prior comme nt 39.  You state that “[a]s [you]
expand into international markets, [your] competitors will include publicly traded
and privately held multinational companies such as Respironics, Inc., ResMed Inc. and Covidien.” Given that you have  not yet expanded into international
markets, please identify the companie s which are currently your primary
competitors.  Note that your disclosure should provide significantly more detail with regard to your competitive positi on in the industry and the methods of
competition.
 29. Please revise, where appropriate, to discuss the significance to your business of distributing products for competitors and th e risks of relying upon competitors for
component parts.

Principal Suppliers -- Self -Designed Products, page 59

30. Please revise to provide examples of the various types of the components that are
manufactured on your behalf by your principal suppliers.
 31. Please describe any material aspects of  the agreements you have with your
principal suppliers for self-designed products.

CT Corporation System
As agent for Dehaier Medical Systems Limited  January 12, 2010 Page 6  Principal Suppliers -- Thir d-Party Products, page 59

 32. Please describe any material aspects of  the agreements you have with your
principal suppliers for third-party produc ts.  For example, describe whether you
are the sole distributor in China for these foreign producers.
 33. We note that you state that you “design si milar products to many of the products
supplied by the above companies.”  Please clarify whether any of your
agreements with your principal supp liers have non-compete clauses.
 Other National and Provincial Level Laws  and Regulations in China, page 63

 34. In the first paragraph of your response  to prior comment 45 you state that you
have described “substantially all of the re gulations material to [y]our business.”
Please revise, as appropriate, to ensure  that you have disclosed all material
regulations.
 Lock-Up Agreements, page 82

 35. We note your response to our prior comme nt 56.  However, it appears that the
disclosure in this section continues to be inconsistent  with the lock-up agreement
filed as exhibit 10.3.  We theref ore reissue our prior comment.
 Tax Matters Applicable to U.S. Ho lders of Our Common Shares, page 84

 36. In the first paragraph of th is section, you state that you ha ve set forth “the material
British Virgin Islands, Chinese and U.S. federal income tax consequences of an investment in [y]our common shares” by U.S. holders.  As it appears that the
British Virgin Islands, Chinese and U.S. federal income tax consequences “are material to an investor and a representati on as to tax consequences is set forth in
the filing”, please file appropriate tax opinions with your next amendment. See
Item 601(b)(8) of Regulation S-K.  With re spect to the British Virgin Islands tax
opinion, we note that Kaufman & Canoles has provided its tax opinion on page 84
of the prospectus and may th erefore file a short-form opinion.  To the extent that
you believe that the tax consequences of th is offering are not ma terial and that tax
opinions are not required, please provide furt her analysis in suppor t of this belief.
Please cite to all relevant authority upon which you rely.

Placement, page 89

37. We note your response to our prior comment  62.  Please revise your disclosure to
include the supplemental informa tion provided in your response.

CT Corporation System
As agent for Dehaier Medical Systems Limited  January 12, 2010 Page 7  Placement Agent’s Warrants, page 91

 38. Please revise to disclose when the exercise period of the warrants will end and disclose whether there are demand regi stration rights as to the underlying
common stock if sufficient shares  have not been registered.
 Market and Pricing Considerations, page 91

 39. We note your response to our prior comme nt 66.  However, you have not shown
your calculations in your response.  Pleas e provide us with your calculations.
Additionally, in your response,  please describe more specifically how the final
multiple could change.

Consolidated Financial Statements

Consolidated Statements of Operations, page F-4

40. We reference your response to prior comment 71 that service income and
expenses relate to repairs and transportation se rvices provided to  the customers of
BDL.  It remains unclear to us why these amounts should not be included within operating revenues and expenses.  Please te ll us the literatu re upon which you are
relying in determining that  only items considered part of your primary operations
should be included within operating income.
 41. As a related matter, please revise your filing to disclose the nature of the service
revenues and expenses.
 Note 2.  Summary of Significant Accounting Policies

Basis of Consolidation, page F-7
 42. We have the following comments regarding your response to prior comment 73
regarding the consol idation of BTL:

a. You state that BDL and BTL are under common control.  Please provide
us your analysis under EITF 02-05 in determining that common control exists between these two entities.  Yo ur analysis should provide us with
specific ownership percentages of each entity discussed.
 b. Provide us your analysis under FA SB ASC 810-10-15-14 in determining
that BTL is a variable interest entity.
 c. Please also provide us your anal ysis of FASB ASC 810-10-25-44 in
determining that BDL is most closel y associated with BTL and therefore
is the primary beneficiary.
 43. As a related matter, we see that you included BTL in your consolidated financial statements since December 31, 2006 but you do not state how you initially

CT Corporation System
As agent for Dehaier Medical Systems Limited  January 12, 2010 Page 8