SecProbe.io

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

         DIVISION OF
CORPORATION FINANCE

Mail Stop 3030         February 25, 2010   CT Corporation System 111 Eighth Avenue New York, New York 10011
Re: Dehaier Medical Systems Limited
 Amendment No. 4 to Registra tion Statement on Form S-1
Filed February 16, 2010
 File No. 333-163041

Ladies and Gentlemen:

We have reviewed your filing and your  response dated February 16, 2010 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. With respect to your response to prior comment 1, we note that your website at www.chinadhr.com is currently non-functi onal. Please advise or revise the
registration statement to rem ove reference to the website.

CT Corporation System
As agent for Dehaier Medical Systems Limited
February 25, 2010 Page 2  Assembly, page 3

 2. We note your response to our prior comment  3 and your disclosure on page 3 that
no other companies distribute your final branded products except for Friend of
Health.  However, on page 1, you estim ate that 90% of your sales are to
distributors.  Please revise to  clarify.  Also, please confir m, if true, that you have
disclosed all material differences between  your relationship with Friend of Health
and your relationships with other distributors.
 Make-Good Escrow, page 9

 3. We note your response to prior comment 6.  Please revise your disclosure on page
9 and under the heading “Market and Pr icing Considerations” on page 101 to
clearly and succinctly state how the mu ltiple was used to determine the 2010
earnings target and the per share offering price, respectively.
 We sell our products primarily to distributors…, page 13

 4. Please revise to disclose if any pena lties will be incurred by Dehaier if the
company terminates a relationship with a distributor for underperformance.  Please also revise to clar ify whether a distributor ca n terminate its relationship
with Dehaier without penalty.
 We have applied to list our co mmon shares for trading…, page 27

 5. We note your response to our prior comment 11.  Please revise the heading of this risk factor to clarify that while you belie ve that you currently  meet the objective
net income test, you have not yet been informed that you have been accepted for listing on the NASDAQ Capital Market.
 Recent Corporate Developments, page 57

 6. We note the disclosure iden tified in your response to prior comment 2.  However,
if you intend to request acceleration pr ior to the inclusion of your financial
statements for the year ended Decem ber 31, 2009, please include a recent
developments section that summarizes your financial condition and results of
operations for the recently completed quarter and fiscal year and specifically discuss any unusual transactions, events or trends. To the extent that this
information is not currently available, then please indicate as such.

CT Corporation System
As agent for Dehaier Medical Systems Limited
February 25, 2010 Page 3  Executive Compensation, page 77

 7. Please revise to update your disclosure. Refer to Item 402 of Regulation S-K.
 Related Party Transactions, page 82

 8. We note your response to our prior comment 4 and re-issue in part.  Please revise
your disclosure under the heading “Related  Party Transactions ” to provide the
information required by Item 404 of Re gulation S-K with respect to any
agreements or arrangements between BTL, BDL, and Dehaier.  For example, and without limitation, you should disclose th e name of the related person and the
related person’s interest in  the transaction, the approximate dollar value of the
amount involved in the transaction, the largest amount of principal outstanding on the loans, the amount of de bt outstanding as of the la test practicable date, the
amount of principal paid, and whether B TL will continue to make payments if
BDL defaults on its bank loan.  Re fer to Item 404 of Regulation S-K.
 Tax Matters Applicable to U.S Ho lders Of Our Common Stock, page 94

 9. Please revise this section to clarify th at counsel has provide d a discussion of,
rather than a description of, all material tax consequences.

People’s Republic of China Enterprise Taxation, page 94

10. The first paragraph of this section stat es that the disclosure is designed to
“highlight” enterprise-level taxation.  Please delete th e first paragraph of this
section or revise to clarify that this  section discusses all material PRC tax
consequences.  The discussion is counsel’s opinion, therefore, it is not appropriate
to state that tax issues are merely highlighted.
 Consolidated Financial Statements

Note 2.  Summary of Significant Accounting Policies
Basis of Consolidation, page F-7
 11. We note your response to prior comment 17 that Dehaier, BDL and BTL were
under common control at the time BDL and BTL were initially consolidated with
Dehaier since Mr. Chen owned more than 50% of the voting ownership interest of
Dehaier, BDL and BTL.  We also se e that on October 31, 2009 each share of
preferred stock was converted into comm on shares on a 1-to-1  basis and those
entities do not appear to be under comm on control subsequent to October 31,
2009.  Please tell us how you considered wh ether the conversion of the shares was
a reconsideration event under FASB ASC 810-10-25-39 which would require you
to reconsider whether BDL continues to be the primary beneficiary under the new circumstances.

CT Corporation System
As agent for Dehaier Medical Systems Limited
February 25, 2010 Page 4   Exhibits

Exhibit 5.1

12. We note your response to prior comment 22. However, the language from “… and
we express no opinion...” to the end of the third paragraph appears to be intended
to limit your opinion.  Please explain or revi se to provide an unqualified opinion.
Please also note that we were unable to lo cate revisions to the third paragraph of
exhibit 5.2 which should also be revised to  provide an unqualified opinion as to
British Virgin Islands law.

Exhibit 5.2

13. Revise to opine that the secu rities will be duly authorized.

14. We note your response to prior comment 20 and reissue that comment in part.
With respect to exhibit 5.2, remove overbroad assumptions, including those
related to company meetings and resolutions and the absence of prohibitions.  Note that the examples cited are no t intended as an exhaustive list.

15. Please delete the second-to- last paragraph of the opini on or tell us why it is
necessary to the opinion rendered.

Exhibits 8.1, 8.2 and 8.3

 16. Please revise the exhibit 8 short-form opinions to clearly state that the discussion in the tax consequences section of the prospectus is counsel’s opinion. It is not
appropriate for the short-form opinion to  state that the statements in the
prospectus are accurate in all material re spects or are an accurate summary or
discussion of the tax consequences.
 17. The opinions state that counsel assumes no obligation to revise or supplement the
exhibit 8 opinions in the event of any change s in law or fact arising after the date
thereof.  Implications that the opinion does not speak as of the effective date are inappropriate.  Please revise.

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.

CT Corporation System
As agent for Dehaier Medical Systems Limited
February 25, 2010 Page 5
* * *
 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
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 Brain Cascio,
Accounting Branch Chief at (202) 551-3676 if you have questions regarding comments

CT Corporation System
As agent for Dehaier Medical Systems Limited  February 25, 2010 Page 6  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. Ba sch – Kaufman & Canoles, P.C.