SecProbe.io

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

         DIVISION OF
CORPORATION FINANCE
Mail Stop 3030         February 9, 2010   CT Corporation System 111 Eighth Avenue New York, New York 10011
Re: Dehaier Medical Systems Limited
 Amendment No. 3 to Registra tion Statement on Form S-1
Filed February 4, 2010
 File No. 333-163041
Ladies and Gentlemen:

We have reviewed your filing and your response dated February 4, 2010 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 revisi on is unnecessary.  Please be as detailed as
necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  Af ter 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 are unable to reconcile your response to  prior comment 1 with your disclosure
in the registration statement. In this regard, we note:

• your statement that the website at
http://www.dehaier.com.cn/dhrweb/a bouten.aspx (referred to as the
“website”) has been corrected to re fer to the business development of
Dehaier.  We are unable to locate th ese revisions as it appears that the
website is currently non-f unctional.  Please advise.

CT Corporation System
As agent for Dehaier Medical Systems Limited  February 9, 2010 Page 2
• that the website stated that Beiji ng Dehaier Medical Technology Co., Ltd.
was established in 1991.  However, on page 5 of the prospectus you state
that your operating subsidiary, which appears to bear the same name, was
established on September 24, 2003.  Please reconcile.

• your statement that the developmenta l history presented on the website
"related to Mr. Chen's endeavors prio r to forming Dehaier."  However, the
developmental history that appeared on the website covered the period from
1991 to 2005.  This period extends beyond the formation of BTL (in 2001),
BDL (in 2003) and Dehaier (in 2003).  Pl ease explain the periods of overlap
and revise to reconcile, as appropriate.

• that the website stated that in 2003 the company was "[i]ntroduced in
venture investment and became a high-tech  joint venture enterprise."  This
would appear to coincide with the fo rmation of Dehaier in 2003.  Please
more clearly explain the relationship between the company established in
1991 and Dehaier (and its affiliates, including BTL and BDL).  In your
response, please tell us whether the company established in 1991 was involved in the formation of Dehaier (or its affiliates, including BTL and
BDL).

Please provide a separate and detailed re sponse to each of th e bullets set forth
above.
 2. We note your response to prior comment 2;  however, we are una ble to locate your
recent developments section.  An appropria te recent developments section should
discuss your operations and any relevant tr ends that you have identified since the
date of the most recent financial st atements included in your registration
statement.  It is not sufficient to merely  state that you have continued to operate
your business.
 Assembly, page 3

 3. We note your revisions in response to our  prior comment 7.  You state that in
some cases, you assemble components that must be incorporated into final products by other companies.  Please cl arify whether those final products are
considered your branded products or your distributed products.  In addition, disclose whether any of these products ar e distributed by other companies.  As
appropriate, revise the first paragraph under Our Company on page 1 and the disclosure in your Descripti on of Business section to desc ribe this aspect of your
business.

CT Corporation System
As agent for Dehaier Medical Systems Limited  February 9, 2010 Page 3  Our Structure, page 7

 4. We note your response to prior comment 8 and re-issue in part.  Please revise
your disclosure under the heading "Related  Party Transactions " to provide the
information required by Item 404 with respec t to any agreements or arrangements
between BTL, BDL and Dehaier, including working capital loans.  For example,
and without limitation, please revise to desc ribe whether interest will be paid by
BTL, the repayment schedule for the loan s, and whether BTL will continue to
make repayments if BDL defaults on its bank loans.  In addi tion, please revise to
identify the building owned by BTL whic h is pledged as collateral and the
specific bank loans for which the building is  pledged as collateral.  Alternatively,
please tell us why you believe that revisions are unnecessary.

5. We reference prior comment 9.  We see th at you continue to  state that BTL’s
sales are included in Dehaier’s total sales when it appears that the service income is not included within total sales but rath er within other operating income.  Please
clarify.
 Make-Good Escrow, page 9

 6. We note your response to our prior comment 11; however, please revise to clarify
when the shares will be placed into es crow.  Additionally, we note your revised
disclosure that your  agreement with your placemen t agent to value the company
based on a multiple of 6.6 times your af ter-tax earnings for the year ended
December 31, 2010 is subject to the terms of the Make-Good Escrow agreement.
Please revise to clarify how the valua tion set forth in the placement agent
agreement is subject to the terms of the Make-Good Escrow agreement.
 7. Please tell us whether the earnings per share figure set forth in the second paragraph of this section is an earnings projection or merely the threshold to be
achieved in order to fully re lease the Make-Good shares.
 Risk Factors, page 12

We sell our products primarily to distributors…, page 13
 8. We note your response to our prior comment 6 and reissue in part.  Please revise
to clarify whether products are purcha sed by distributors on consignment and
returned if not sold or if distributors purchase all products ordered regardless of
whether the products are ultimately sold.  In  addition, please revise to clarify the
meaning of the term “underperforming.”  For example, it appears that your form
of distribution agreement contains a provi sion setting forth an annual sales target.
Is performance (or underperformance) judge d solely by reference to that objective
measure? Alternatively, please disclose the types of underperformance for which
the company may terminate the contract.

CT Corporation System
As agent for Dehaier Medical Systems Limited  February 9, 2010 Page 4  BDL is also required to allocate a portion…, page 24

 9. We note your response to prior comment 13.  Please disclose the amount of the
fine, if material.
 10. Please create a separate risk factor for th e last paragraph of th is risk factor or
revise the heading of this risk factor to  reflect the risks you discuss in the last
paragraph.
 If our financial conditio n deteriorates…, page 27

 11. We note your response to our prior comme nt 14.  However, we cannot concur
with your response and reissue our prior comm ent.  The heading of this risk factor
implies that you would fail to meet in itial listing standa rds on the NASDAQ
Capital Market only if your fi nancial condition deteriorates.  Revise the risk factor
heading to convey the substance of your response to prior comment 14.

12. In the final paragraph of  your response to prior comment 14, you state that you
will not request effectiveness  of the registration stat ement until you have been
notified that your application has been accepted for listing.  However, you state in
the registration statement that you will not close the offering  until you have been
notified that your application has been accepted for listing.  Please reconcile.
 Principal Suppliers – Our Branded Products, page 63

 13. We note your response to our prior comment  16.  However, your relationship with
Friend of Health remains unclear.  For exam ple, please revise to clarify if Friend
of Health acts as an assembler and/or di stributor of your products in addition to a
supplier.  Please also revise to descri be whether other suppliers of components
also assemble and/or distribute your products.  Additionally, please tell us
whether, and if so, how, your  current relationship with Friend of Health differs
from the “close relationship” with Friend of Health described in your response to
prior comment 1.
 Concentration of Receivables, page 68

14. We note your response to our prior comment  19.  However, it does not appear that
you have revised the registration statemen t in response to our comment.  Please
revise your disclosure to clarify whether this section discusses the same four
customers for each period presented, to clar ify the percentage of receivables that
are attributable to each specific custom er at each period, and to clarify whether
Poverty Aid Office is one of the four cust omers referenced in this section. In
addition, disclose whether the loss of any of the customers referenced in this
section would materially a ffect your business.  Note that materiality is not
determined solely with reference to re venues and without regard for other facts

CT Corporation System
As agent for Dehaier Medical Systems Limited  February 9, 2010 Page 5
and circumstances. To the extent that the loss of these customers would materially
impact your business, disclose the identity of the customers.
 Competition – Generally, page 68

 15. We note your response to our prior comme nt 20.  However, the phrase “[f]or
domestic sales, our competitors include…” still appears in the disclosure.  Please
revise to remove all statements which im ply that you have already expanded into
international markets.
 Tax Matters Applicable to  U.S. Holders…, page 94

 16. We note your response to prior comment 22; however, we are unable to agree
with your analysis. Where tax consequences  are material to i nvestors, you must
file either a short-form opinion or a long- form opinion.  If you file a short-form
opinion, it must be valid as of the date of effectiveness and expr essly state that the
applicable discussion in the prospectus is  counsel's opinion. Also note that to the
extent the discussion in the prospectus is intended to be your opinion, you should
remove the reference to a “brief” discu ssion as the term may improperly suggest
that you are not opining on all material tax consequences.

Consolidated Financial Statements

Note 2.  Summary of Significant Accounting Policies
Basis of Consolidation, page F-7

17. We note your response to prior comment 25; however it remains unclear how
these entities are under common control si nce your response states that the
common shareholders are not immedi ate shareholders and there is no
contemporaneous written evidence of an agreement to vote a majority of the
shares in concert.  We refer you to paragraph 3 of EITF 02-5.

18. As a related matter, if Dehaier, BDL and BTL are not under common control, please provide us with your analysis under FASB ASC 810 as to why BDL is the
primary beneficiary and should consolidat ed BTL.  In addition, if there is no
common control, tell us how this aff ects the values you used to initially
consolidate BTL within BDL.  We  refer you to FASB ASC 810-10-30-1.
 Exhibits

 19. We note your response to our prior comment  27.  However, if the company is a
party to an oral contract that would be required to be filed as an exhibit pursuant
to Item 601(b)(10) if written, the company should provide a written description of the contract.  See Compliance and Disclo sure Interpretation 146.04 of Regulation
S-K.

CT Corporation System
As agent for Dehaier Medical Systems Limited  February 9, 2010 Page 6  Exhibit 5.1

 20. We note that your assumptions are overbr oad.  For instance, refer to the second
sentence of the second paragraph of the opinion.  You may not assume the
accuracy of statements, c ovenants and representations and warranties that are
readily ascertainable.
When providing a revised opinion to remove inappropriate
assumptions, your counsel should evaluate whether the assumed facts are relevant to
the issues required to be addressed by Regulation S-K Item 601(b)(5) and, if so,
whether those facts can be established by certificates from the registrant’s officers or
otherwise. Make similar revisions to Exhibit 5.2 to remove overbroad assumptions, including those related to company meetings and resolutions and the absence of
prohibitions. Note that the examples cited are not intended as an exhaustive list.

21. It is inappropriate for the counsel to  assume that the placement agreement
pursuant to which the placement agent warrants will be sold has been duly
executed by, and is valid and binding upon,  the company.  Please revise.

22. We note the limitation containe d in the final sentence of the third paragraph of the
opinion. It is not clear why the assumpti on that there is nothing under any other
law that would affect or vary the opinion is necessary, given the explicit statement
that the opinion speaks only as to Virg inia law. As written, the assumption
contained in the opinion coul d apply broadly to exclude  Virginia conflict laws.
Please remove the assumption, or file an opinion from appropriate counsel that addresses the legal questions carved out by the assumption.

23. Refer to the second-to-last paragraph of the opinion.  We note that the placement
agent warrants have not been issued.  Please revise to clarify that when the warrants are issued they "will be" legal and binding obligations of the company.
 Exhibit 5.2

 24. Refer to the final sentence of the third paragraph of the opinion.  Please remove
the date restriction or confirm that you will re-file the opinion on the date of
effectiveness.

25. Refer to the third-to-last paragraph of  the opinion.  This paragraph does not
appear to be necessary gi ven the language in the last sentence of the third
paragraph of the opinion. Please delete the paragraph or tell us why you believe revisions are unnecessary.

26. Refer to the second-to-last paragraph of  the opinion. It is not clear why this
paragraph is necessary to the opinion. Pleas e delete this paragraph or tell us why
you believe that revi sions are unnecessary.

* * *

CT Corporation System
As agent for Dehaier Medical Systems Limited  February 9, 2010 Page 7
As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendment and responses to our comments.
 We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Act of 1933 and that they have  provided all information investors require
for an informed investment decision.  Since the company and its management are in possession of all facts relating to a company’ s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.
   Notwithstanding our comments, in the even t the company requests acceleration of
the effective date of the pending registration statement, it should furn