SEC Comment Letter for Propanc Biopharma, Inc. (PPCB) (CIK 0001517681) (PPCB) — Dec 7, 2015

Propanc Biopharma, Inc. (PPCB) (CIK 0001517681)
Date: Dec. 7, 2015 · CIK: 0001517681 · Accession: 0000000000-15-056686

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File numbers found in text: 333-208169

Date

November 23, 2015

Author

For

Form

UPLOAD

Company

Propanc Biopharma, Inc. (PPCB) (CIK 0001517681)

Letter

Mail Stop 4720 December 4 , 2015 Via E -mail James Nathanielsz Chief Executive Officer Propanc Health Group Corporation Level 2, 555 Riversdale Road Camberwell, VIC, 3124 , Australia

Re: Propanc Health Group Corporation Registration Statement on Form S-1 Filed November 23, 2015 File No. 333-208169

Dear Mr. Nathanielsz :

This is to advise you that we have not reviewed and will not review your registration statement .

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 the information the Securities Act of 193 3 and all applicable Securities Act rules require. 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.

In the event you request acceleration of the effective date of the pending regist ration statement , please provide a written statement from the company 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 wit h 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 th e filing; and

 the company may not assert staff comments and 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.

James Nathanielsz Propanc Health Group Corporation December 4 , 2015 Page 2

Please refer to Rules 460 and 4 61 regarding requests for acceleration . We will consider a written request for acceleration of the effective date of the registration statement as confirmation of the fact that those requesting acceleration are aware of their respective responsibilities under the Securities Act of 1933 and th e Securities Exchange Act of 1934 as they relate to the proposed public offering of the registered securities .

Please contact Alla Berenshteyn at (202) 551 -4325 or me at (202) 551 -3715 with any questions.

Sincerely,
/s/ Christian Windsor
For

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Mail Stop 4720
December 4 , 2015

Via E -mail
James Nathanielsz
Chief Executive Officer
Propanc Health Group Corporation
Level 2, 555 Riversdale Road
Camberwell, VIC, 3124 , Australia

Re: Propanc Health Group Corporation
  Registration Statement on Form S-1
Filed  November 23, 2015
  File No.  333-208169

Dear Mr. Nathanielsz :

This is to advise you that we have not  reviewed and will not review your registration
statement .

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 the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   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.

In the event you request acceleration of the effective date of the pending regist ration
statement , please provide  a written statement from the company 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 wit h 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 th e filing; and

 the company may not assert staff comments and 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.

James Nathanielsz
Propanc Health Group Corporation
December 4 , 2015
Page 2

 Please refer to Rules 460 and 4 61 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and th e Securities Exchange Act of 1934 as they relate to the proposed
public offering of the registered securities .

Please contact Alla Berenshteyn at (202) 551 -4325 or me at (202) 551 -3715 with any
questions.

Sincerely,

 /s/ Christian Windsor
 For

 Suzanne Hayes
Assistant Director
Office of Healthcare and Insurance

cc:  Via E -mail
Gregg Jaclin, Esq.
Szaferman Lakind

SecProbe.io