SecProbe.io

November 9, 2011
Via E-mail
Mr. James Nathanielsz Chief Executive Officer Propanc Health Group Corporation 576 Swan Street Richmond, VIC, 3121, Australia
Re: Propanc Health Group Corporation
Registration Statement on Form S-1 Amendment No. 3 filed October 27, 2011
  File No. 333-175092

Dear Mr. Nathanielsz:

We have reviewed your amendment file d October 27, 2011 and have the following
comments.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  Please note that references to our prior comments pertain
to our correspondence dated October 13, 2011.
 Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe  our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
 After reviewing any amendment to your re gistration statement and the information you
provide in response to these comments, we may have additional comments.
 Form S-1

 Prospectus Summary

1. We note your discussion relative to  an escrow agent and the retu rn of investors’ funds in
the event the company is unable to sell the sp ecified minimum number of shares.  Please
expand the discussion to clarify whether the pr oceeds in the escrow account are subject to
deduction for expenses and whether interest will be paid if the funds are returned.

2. We note that “purchasers who purchase shares from the selling shareholder who are also
officers and directors of the company will r eceive the selling shareholder prospectus.”
Please clarify what, if anything, purchaser s who purchase shares from a selling
shareholder who is not an officer or di rector of the company will receive.

Mr. James Nathanielsz Propanc Health Group Corporation November 9, 2011 Page 2

 Agreements with Jersey Fortress  Capital Partners, LLC, page 17

3. Please expand the discussion to state how Jersey Fortress will be compensated pursuant
to the May 2011 agreement.

4. We note that pursuant to your June 2011 agreem ent with Jersey Fort ress, you will issue to
Jersey Fortress 7.2 million shares of your common  stock “immediately prior to the listing
of the Company’s common stock….”  Pleas e reconcile the terms of the June 2011
agreement with the disclosure in notes 4 and 8 to the financial statements which indicate
the shares have already been issued.  In this  regard, we also note the following statement
on page 1 of your prospectus dated October 27, 2011:

To date, we have not obtai ned listing or quotation of our securities on a national
stock exchange or association or inte r-dealer quotation system.  We have not
identified any market makers with rega rd to assisting us to apply for such
quotation.  We are unable to estimate when we expect to undertake this endeavor
or whether we will be successful.  In th e absence of listing, no public market is
available for investors in our common stoc k to sell the shares offered herein.  We
cannot guarantee that a meaningful trading ma rket will develop or that we will be
able to get the shares listed for trading.

5. Please identify the principals of Jersey Fortre ss and the number of shares registered for
resale on their behalf pursuant to the prospectus.
 Related Party Transactions, page 18

6. We note your revisions to this discussion in cluding the identification of Mr. Nathanielsz
as an officer of the company.  We also note that Dr. Mitchell is identified elsewhere in
the registration statement as the company’s president, however you have not identified
Dr. Mitchell as an officer in the discussion of  related party transacti ons.  Please advise or
revise.
 Business – Overview, page 19

7. Please explain how Dr. Trnka’s 1995 “study” pertains to the patte rn of treatment you
propose to pursue.  In this regard, you have not explained how the 21 late stage patients
were treated and with what pr oduct or the results of the treatment.  We also note that
according to the current disclosure apparently  more than half of the patients did not
respond to the treatment and we do not know how the ten remaining patients responded
to the treatment.  In addition, we note the 1995 study was not a formal, controlled clinical
study, was not published, and the discussion does not describe the work, if any, that was
subsequently conducted “to evaluate the effi cacy of this potential cancer treatment.”

Mr. James Nathanielsz Propanc Health Group Corporation November 9, 2011 Page 3

8. We note the statement “while these initial sc ientific observations continued to support the
work initiated by Professor Beard many years ago, the opportunity remained for a more
formal evidenced based approach to devel opment of his proenzyme formulation using a
Phase I, Phase II and III mode of study, and expanding research effo rts to elucidate its
mechanisms.”  Please state, if true, that none of the more formalized Phase I, Phase II and
III studies have been completed.
PRP-DCM, page 21

POPI, page 21

9. We note your response to comment 26 and reis sue the comment.  We cannot locate the
revisions referred to in your response.
 The PRP Formulation, page 22

10. We note your response to comment 30 and reis sue the comment.  We cannot locate the
revisions referred to in your response.

Key Highlights, page 25

11. We note the discussion in your third bullet.  Please delete the term “persuasive” or
provide support for such statement.
 Note 12 – Subsequent Events, page F-19

12. Refer to your response to comment 52.  Please te ll us where you have disclosed the terms
of the termination agreement with Churchill and Associates;
 Selling Shareholder Prospectus

 Cover Page

13. We note the primary offering will expire 90 days  from the date of effectiveness and this
period may be extended for an additional 90 da y period.  We also note the statement in
the fourth paragraph that “at the time of investment, purchas ers of the selling shareholder
shares will not know whether and the exte nt to which the company obtained funding
pursuant to the best efforts offering.”  Please expand the discussion in the fourth
paragraph to disclose that you will promptly file a post-effective amendment to the selling shareholder prospectus to di sclose any of the following events:
 The breaking of escrow upon the sale of the minimum number of shares in the
best efforts offering;

Mr. James Nathanielsz Propanc Health Group Corporation November 9, 2011 Page 4

  The extension of the primary offering be yond the initial 90 days period, indicating
the number of shares sold to date in the primary offering; or
 Cessation of the primary offering.
 Plan of Distribution, page SS-1

14. Please revise the discussion to clarify that until a market develops the shares will be sold
at $1.50 per share and then after a market deve lops the shares may be sold in ordinary
broker transactions.

15. We note the bulleted list of possible methods  by which the selling shareholders’ shares
may be sold.  Please confirm, as may be applicab le, that the shares will not be sold in the
manner described unless such offering is elig ible to be made on Form S-3 or a post-
effective amendment is filed to name the underwriters, amend the plan of distribution,
etc.

Exhibits

16. Please file the subscription agreements as exhibits.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in
possession of all facts relating to a company’s disc losure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
Notwithstanding our comments, in the event you request acceleration of  the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:
 should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission 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 comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Mr. James Nathanielsz Propanc Health Group Corporation November 9, 2011 Page 5

 Please refer to Rules 460 and 461 regarding re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in th e above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.
 You may contact Kiera Naka da, Staff Accountant, at (202) 551-3659 or Mary Mast,
review accountant, at (202) 551- 3613 if you have questions rega rding comments on the financial
statements and related matters.  Please contac t John Krug at (202) 551-3862 or me at (202) 551-
3715 with any other questions.
Sincerely,
   /s/ Jeffrey Riedler
Jeffrey Riedler Assistant Director

         cc: Peter J. Gennuso, Esq.       Gersten Savage LLP       600 Lexington Avenue, 10
th Floor
      New York, New York 10022