SecProbe.io

June 13, 2012

Via Email
Pedro Perez Niklitschek President PN Med Group Inc. San Isidro 250, depot 618, Santiago, Chile 8240400
Re: PN Med Group Inc.
  Amendment No. 1 to Registra tion Statement on Form S-1
Filed June 4, 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.
Prospectus Cover Page

1. We reissue comment 4 from our letter da ted May 23, 2012.  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 disclosure on page four that the duration of the offering is the earlier of the
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
Regulation C.  Please revise  the duration accordingly.  Please provide revisions which are
responsive to our comment.

Pedro Perez Niklitschek
PN Med Group Inc. June 13, 2012 Page 2
 Prospectus Summary, page 3

2. We note your response to comment 10 in our  letter dated May 23, 2012, and we reissue
the comment.  To this extent, we note your reference within this section and on page 13
to your “clients.”  Since you currently have no clients, please remove these references
from your document or qualify such references by  noting that these are potential clients.
Risk Factors, page 5
3. We note your response to comment 9 in our letter dated May 23, 2012 and that you have
deleted the referenced risk f actors.  Given that you have no revenues, limited assets, and
your registered certified public accountants ha ve issued an opinion expressing substantial
doubt about your ability to continue as a going concern, it appears that your limited
operations and the likelihood that you will incu r losses for the foreseeable future still
represent material risks to  investors.  Without refe rring to your business as a
transportation company, please include a risk fa ctor which discusses these risks as they
apply to your business.
Use of Proceeds, page 9
4. We reissue comment 14 from our letter dated May 23, 2012.  Please revise to describe the
order or priority for your various uses of pr oceeds in each of the offering scenarios.  We
also note your statement on page 3 that if  you raise less than 25% of the offering, you
will spend your proceeds as described in the $25,000 scenario.  Please clarify whether
you will allocate your proceeds pr o rata to the uses described in the $25,000 or whether
you will seek to make certain expenditures before others.
5. Please reconcile the disclosure in the narrative following the use of proceeds table with
the information in the table.  For inst ance, you state on page 10 that if you raise
$100,000, the order supplies and equipment expe nses will increase to $50,000.  However,
the table reflects an allocation of $62,000 at this level of proc eeds.  Similarly, we note the
inconsistency between the table and the di sclosure for the web development at the
$50,000 level of proceeds.
Management’s Discussion and Analysis  or Plan of Operation, page 12
Plan of Operation, page 12
6. Please revise this section for consistency w ithin this section a nd with your Use of
Proceeds section.  For example, the disclosu re on page 13 regarding establishing an
office is not consistent with the table on page  12 or the use of proceeds table.  Please
revise these sections for consistency or revi se your plan of operations to describe the
specifics of what you intend to do wi th the additional funds raised.

Pedro Perez Niklitschek
PN Med Group Inc. June 13, 2012 Page 3
 7. We note your response to comment 18 in our letter dated May 23, 2012.  Given that you
are substantially dependent upon raising funds in this offering, please revise to explain
how you intend to meet each of your milest ones if you cannot raise adequate funding.
8. Please reconcile the disclosure on page 14 that  Kangtai is our excl usive distributor of
medical devices, with the agreement filed as  exhibit 10.1, which reflects that PN Med
Group is the distributor.
Description of Business, page 17

9. We reissue comment 21 in our letter dated May 23, 2012.  We note your disclosure in
this section that you intend to pay Mr. Ni klitschek $0.25 per kilometer driven in the
delivery of your products.  Please revise your pl an of operation to include this expense.
Please note that the plan of operations should discuss all the expenses associated with the
business plan to commence operations, not just those that would be provided for from the
proceeds of the offering.  Please revise  the plan of operations accordingly.
10. We reissue comment 23 in our letter date d May 23, 2012.  We continue to note the
statement on page 20 that you do not have a ny employees.  Please reconcile with the
disclosure on page 28 rega rding your executive officers.
Certain Relationships and Re lated Transactions, page 22
11. We note your response to comment 2 in our le tter dated May 23, 2012 and we reissue the
comment.  We are currently unable to locate the revisions referenced in your response.
Please provide the information required by It em 404(a) of Regulation S-K or tell us
where such information is provided in your document.

Please supplementally provide us with any written materials that you or anyone
authorized to do so on your behalf provide in re liance on Section 5(d) of the Securities Act to
potential investors that are qualified institutiona l buyers or institutional accredited investors.
Similarly, please supplementally provide us w ith any research reports about you that are
published or distributed in reliance upon Secti on 2(a)(3) of the Securi ties Act of 1933 added by
Section 105(a) of the Jumpstart Our Business Startups Act by a ny broker or dealer that is
participating or will participate in your offering.
 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.

Pedro Perez Niklitschek
PN Med Group Inc. June 13, 2012 Page 4
 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.
 You may contact James Giug liano at (202) 551-3319 or Br ian Bhandari at (202) 551-
3390 if you have questions regarding comments on th e financial statements and related matters.
Please contact Adam F. Turk at (202) 551-3657 or Pamela Howell at (202) 551-3357 with any
other questions.
Sincerely,
   /s/ Pamela Howell  for
John Reynolds Assistant Director