SecProbe.io

May 23, 2012
 Via Email

Pedro Perez Niklitschek President PN Med Group Inc. San Isidro 250, depot 618, Santiago, Chile 8240400
Re: PN Med Group Inc.
  Registration Statement on Form S-1
Filed May 8, 2012
  File No. 333-181229

Dear Mr. Niklitschek:
 We have reviewed your registration statem ent and have the following comments.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.
 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.
General

1. Since you appear to qualify as an “emerging growth company,” as defined in the
Jumpstart Our Business Startups Act, pleas e disclose on your prospectus cover page  that
you are an emerging growth company and revise your prospectus to:
 Describe how and when a company may lose emerging growth company status;
 Briefly describe the various exemptions that  are available to you, such as exemptions
from Section 404(b) of the Sarbanes-Oxl ey Act of 2002 and Section 14A(a) and (b)
of the Securities Exchange Act of 1934; and
 State your election under Sec tion 107(b) of the JOBS Act:

Pedro Perez Niklitschek
PN Med Group Inc. May 23, 2012 Page 2
 o If you have elected to opt out
 of the extended transition period for complying with
new or revised accounting standards pur suant to Section 107(b), include a
statement that the election is irrevocable; or
o If you have elected to use the extended transition period for complying with new
or revised accounting standards under Sect ion 102(b)(1), provide a risk factor
explaining that this election allows you to  delay the adoption of new or revised
accounting standards that have  different effective dates for public and private
companies until those standards apply to pr ivate companies.  Please state in your
risk factor that, as a resu lt of this election, your financial statements may not be
comparable to companies that comply with public company effective dates.
 Include a similar statement in your critical accounting policy disclosures.
In addition, consider describing the extent to which any of these exemptions are available
to you as a Smaller Reporting Company.
2. Please provide the information required by It em 404(a) of Regulation S-K.  To this
extent, we note loan from a shareholder and officer disclosed on page  F-7 of the financial
statement and your office space provided by an officer free of charge.
3. Please provide supplemental support for your  factual assertions. Clearly mark the
supplemental materials to highlight the sp ecific information you believe supports the
statement referenced.  For example purposes only, we note the following statements:
 “40.3% of all the population, including hospita ls and any type of care centers are
located in the Metropolitan area of Santiago…” page 15;
 “Due to the isolated location of Chile there is a shortage  of importers from around the
world especially with the increasing dema nd for sophisticated diagnostic equipment
and supplies.” page 15;
 “[T]he medical field grows rapidly and ther e is a constant need for new and more
sophisticated equipment as well as more supplies,” page 17.
Prospectus Cover Page
4. Please disclose the duration of the offering on the cover page.  See Item 501(b)(8)(iii)
of Regulation S-K.  In addition, we note the di sclosure on page four that the duration of
the offering is the earlier of th e date when you sell all of the shares in this offering or
the board determines to terminate the offering.  Such indeterminate duration is inconsistent with Rule 415(a)(2) of Re gulation C.  Please revise the duration
accordingly.

Pedro Perez Niklitschek
PN Med Group Inc. May 23, 2012 Page 3
 Prospectus Summary, page 3

5. We note the statement that PN Med Group “i s a distributor of medical supplies and
equipment.”  Please revise this and other si milar statements throughout the prospectus to
clarify that you are a development stage co mpany, have not yet commenced operations
and have generated no revenues to date.
6. We note the reference to net proceeds of  $100,000 on page 4.  Please provide clear
disclosure in this sect ion and throughout the prospectus as necessary to clarify that this is
the maximum net proceeds and that there is no minimum and no guarantee you will raise
any funds in this offering.
Risk Factors, page 5
7. We note your statement on page 3 that Mr. Ni klitschek informally agreed to advance
funds for professional fees and operating expe nses; however, he has not formally agreed
to do so and it appears from the disclosure that he is not legally obligated to provide such
funding.  Since you have no formal agreement with Mr. Niklitschek for the advancement of funds, please add risk factor disclosure wh ich addresses the risk that Mr. Niklitschek
may fail to advance you funds, if needed.
8. Since Mr. Niklitschek will hold 50% of your shares outstanding after the offering, please
add a risk factor describing the substantial in fluence he will be ab le to wield over your
operations.
9. Risk factors one and six appear  to discuss the transportati on industry.  Please explain the
relevance to the transportation industry to your planned distribution business or revise
these risk factors.
“If we do not attract customers, we will not make a profit…,” page 6

10. We note your statement on within this risk f actor that you have a pproached five local
clients to offer your products.  Since you di sclose that you have no agreement with any
potential customers, please remove refere nces to your “clients” from throughout your
prospectus or describe these enti ties as “potential clients.”
Use of Proceeds, page 9
11. Please revise this section to onl y describe your use of proceeds  for this offering.  To this
extent, please remove any discussion of expenses  already paid for.  Also please revise to
remove any discussion of intended expenses which will not come from the proceeds of this offering.
12. Please revise to provide a more specific desc ription of your use of proceeds, describing
the various uses of proceeds under each offe ring scenario.  To the extent you will need
additional funds to complete your intended use of proceeds, please describe the amount and sources of such funds.  See Instruc tion 3 to Item 504 of Regulation S-K.
13. Please revise to show the complete use of a ll proceeds under each scenario.  In particular,
we note that under the $100,000 proceeds scenario, your intended uses total only $88,000.

Pedro Perez Niklitschek
PN Med Group Inc. May 23, 2012 Page 4
 14. Please revise to indicate the order of priority  for your listed uses of offering proceeds.
See Instruction 1 to Item 504 of Regulation S-K.
15. We note the statement on page 10 that the abov e figures represent only estimated costs.
The company may reserve the right to change  the use of proceeds, provided that such
reservation is due to certai n contingencies that are di scussed specifically and the
alternatives to such use in that event are indicated.  See Instruction 7 to Item 504 of
Regulation S-K.  Please revise to provide more specificity regarding the changes in the
use of proceeds or remove the above language.
16. We note your disclosure on page 3 that you wi ll need at least $34,450 to implement your
plan of operations and on page 5 that you ar e completely dependent on the proceeds of
this offering to develop your business plan.  Please reconcile this  with your use of
proceeds section which shows the allocation of your proceeds if 25% of your shares are
sold.  Please clarify, if true, that you will seek to implement your plan of operations even
if you are unable to raise $37,500 through this offering.   If  not, revise your use of
proceeds to clearly disclose your plan s if you raise less than $37,500.  Also, add
disclosure regarding the use of proceeds if you raise less than 25% of the offering
maximum.
Dilution, page 10

17. We note your statement within this section that assuming completion of the offering,
there will be up to 15,000,000 shares of common st ock outstanding.  We also note that as
of March 31, 2012 you only had 5,000,000 shares outstanding and are offering an
additional 5,000,000 shares in this offering.  Please reconcile the planned amount of
shares outstanding here and through out your prospectus or advise.
Management’s Discussion and Analysis  or Plan of Operation, page 11
Plan of Operation, page 11
18. Please provide a more detailed description of  the company’s plan of operations for the
next twelve months.  In particular, please ex plain how the company intends to meet each
of these milestones if it cannot  raise adequate funding.
19. We note the inclusion of the following  items in your plan of operations.
 Put together a product list br ochure for clients and poten tial clients, page 11;
 Advertise and promote our products on a national webpage…, page 11;
Please revise this section to include the costs and the anticipated  source of funds for these
activities.  Also, add these items to your Us e of Proceeds section, if applicable.

Pedro Perez Niklitschek
PN Med Group Inc. May 23, 2012 Page 5
 20. Please reconcile the disclosure on pages 12 a nd 16 that you are required to order from
Kangtai at least once every 3 months with the agreement filed as  Exhibit 10.1, which
reflects 5 months.  In addition, please clearly disclose the duration of the agreement and
termination provision.
Description of Business, page 15

Customer Service, page 16
 21. We note your disclosure within this section that you intend to pay Mr. Niklitschek $0.25
per each kilometer driven in the delivery of  your products.  Please revise your plan of
operation and use of proceeds sections to include these expenses, as applicable, or advise.
Competition, page 17

22. Please revise to describe your competitiv e position within the industry.  See Item
101(h)(4)(iv) of Regulation S-K.  Please ensure  your revised descri ption is consistent
with your disclosure on page 15 which states that there is a shorta ge of medical supply
importers.
Employees, Identification of Cert ain Significant Employees, page 17
 23. We note your statement that you have no employe es.  Please reconcile this section with
your disclosure on page 18 which lists Pedro Niklitschek as your president and treasurer and Miguel Molina Urra as your secretary.
Directors, Executive Officers, Promot er and Control Persons, page 18

24. Please revise this section to briefly disc uss the specific experience, qualifications,
attributes, or skills that led to the conclu sion that Mr. Niklitsche k should serve as your
director.
25. Please revise to identify Mr. Niklitschek as your promoter.  See Item 401(g)(1) of
Regulation S-K.

Part II. Information Not Requi red In Prospectus, page 60
Exhibits
26. Please provide a written descri ption of the oral agreemen t with Mr. Niklitschek, as
described in your registration statement on page 3. See Question 146.04 of the Regulation
S-K Compliance and Disclosure Interpretations available at
http://www.sec.gov/divisions/corpf in/guidance/regs-kinterp.htm .

Pedro Perez Niklitschek
PN Med Group Inc. May 23, 2012 Page 6
 Exhibit 5.1

27. We note that counsel has stated that its opini on is furnished in c onnection with the filing
of the Registration Statement with the Co mmission and may not be relied upon for any
other purpose without prior wr itten consent in  each instance.   Please have counsel revise
the opinion to clarify  this limitation on reliance.  Purchasers of the securities in the
offering are entitled to rely on the opinion.  See Section II.B. 3.d of Staff Legal Bulletin
19.
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.

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.

Pedro Perez Niklitschek
PN Med Group Inc. May 23, 2012 Page 7
 You may contact James Giug liano at (202) 551-3727 or Br ian Bhandari at (202) 551-
3390 if you have questions regarding the financial st atements and related matters.  Please contact
Adam F. Turk at (202) 551-3657 or Pamela Ho well at (202) 551-3357 with  any other questions.

Sincerely,
   /s/ Pamela Howell  for
John Reynolds Assistant Director