SecProbe.io

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

         DIVISION OF
CORPORATION FINANCE
Mail Stop 3030
        March 9, 2010   CT Corporation System 111 Eighth Avenue New York, New York 10011
Re: Dehaier Medical Systems Limited
 Amendment No. 5 to Registra tion Statement on Form S-1
Filed March 3, 2010
 File No. 333-163041
Ladies and Gentlemen:

We have reviewed your filing and your response dated March 3, 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 note your response to prior comment 1. The website has been revised to state
that you closed a Series A financing round with Milestone Capital Management in
2003.   The registration statement doe s not identify Milestone Capital
Management as a participant in the Series  A round and does not appear to identify
Milestone Capital Management or affiliates of Milestone Capital Management as  beneficial owners.  Please explain and, as applicable, revise the registration
statement.

CT Corporation System
As agent for Dehaier Medical Systems Limited
March 9, 2010 Page 2  2. We are unable to reconcile your response to  prior comment 3 with your disclosure
in the registration statement as it app ears that you are us ing inconsistent
terminology. Revise for consistency and clarity.
 Prior Related Party Transactions, page 82

 3. We note your response to prior comment 8 and reissue in part. Note that your
disclosure should describe the material terms of each related party transaction.
For example, you should:
• disclose the addresses of the two pr operties mentioned in the first and
second paragraphs of this section;
• disclose, if true, that you did not ente r into any written agreements related
to the restructuring or co nversion or, alternatively, please file these related
party agreements;
• disclose the amount, interest rate and term of the loan (referenced in the
first sentence of the fourth paragraph) secured by BTL’s property; and
• revise the fourth sentence of the four th paragraph to disclose that BDL and
BTL have entered into the Loss Absorp tion Agreement and to disclose the
material terms of such agreement,  including that BD L will guarantee all
contracts of BTL, the duration of th e agreement and the requirement that
BDL provide prior written consent for transactions entered into by BTL.
 4. We note the revised disclosure  in the final two sentences  of the fourth paragraph
of this section.  It appears that BTL relies on loans from BDL to finance its
operations, therefore, it is unclear how BTL will continue to make payments on
BDL’s bank loans should BDL default. Please clarify.

Consolidated Financial Statements

Note 2.  Summary of Significant Accounting Policies, page F-7
Basis of Consolidation, page F-7
5. Please revise to state, similar to your response to prior comment 11, that
subsequent to the conversion of the preferred shares on October 31, 2009, you re-
analyzed whether BDL continued to be  the primary beneficiary of BTL and
determined that under ASB ASC 810, BDL is still considered the primary beneficiary of BTL.  Please also similarly revise the di sclosure on page 45 within
critical accounting policies.

Exhibit 5.2

6. We note your response to prior comment 14.  Refer to the second-to-last paragraph of the opinion.  Please tell us why registra tion in the register of
members (shareholders) is necessary to your opinion or remove this language.

CT Corporation System
As agent for Dehaier Medical Systems Limited
March 9, 2010 Page 3
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 amendmen t 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 furnish a letter, at the time of such request, acknowledging that:
‚ should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any
action with respect to the filing;
 ‚ the action of the Commission or the staff,  acting pursuant to delegated authority,
in declaring the filing effective, does not relieve the company from its full
responsibility for the adequacy  and accuracy of the disclosure in the filing; and
 ‚ the company may not assert staff comment s and the declaration of effectiveness
as a defense in any proceeding initiat ed by the Commission or any person under
the federal securities laws of the United States.
  In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.
We will consider a written request for acceleration of the effective date of the
registration statement as conf irmation of the fact that t hose requesting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the
securities specified in the above registration statement.  We will act  on the request and,
pursuant to delegated authority, grant acce leration of the effective date.
 We direct your attention to Rules 46 0 and 461 regarding requesting acceleration
of a registration statement.  Please allow ad equate time after the filing of any amendment

CT Corporation System
As agent for Dehaier Medical Systems Limited  March 9, 2010 Page 4  for further review before submitting a request for acceleration.  Please provide this request at least two business days in a dvance of the requested effective date.
 You may contact Kristin Lochhead at (202) 551-3664 or Brian Cascio,
Accounting Branch Chief at (202) 551-3676 if you have questions regarding comments
on the financial statements and related matters .  Please contact Alli cia Lam at (202) 551-
3316 or me at (202) 551-3314 with any other questions.

     S i n c e r e l y ,

 Daniel Morris
Special Counsel
 cc (by facsimile): Anthony W. Basch, Esq. – Kaufman & Canoles, P.C.