SecProbe.io

June 25, 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. 2 to Registra tion Statement on Form S-1
Filed June 15, 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 note your response to comment 1 from our letter dated June 13, 2012, and we reissue,
in part, the comment.  Please disclose the dur ation of the offering on the cover page.  See
Item 501(b)(8)(iii) of Regulation S-K.
Use of Proceeds, page 9
2. We note your response to comment 4 in our le tter dated June 13, 2012 and that you will
allocate your proceeds pro rata to the uses described in each of the scenarios described in the Use of Proceeds table.  As written, this di sclosure is inconsistent with the remainder
of your use of proceeds secti on because it appears that you have allocated a fixed amount
to page for legal and professional fees as we ll as advertising expenses.  Please revise to
clarify, if true, that, regardle ss of the amount of funds which are raised, you will initially

Pedro Perez Niklitschek
PN Med Group Inc. June 25, 2012 Page 2
 seek to use the proceeds of the offering to cover your legal and pr ofessional fees of
$10,000, and describe order in which you intend to allocate the remaining proceeds once your legal and professional fees have been pa id.  Please ensure that  these revisions are
consistent with your disclosure on page 10 that if you raise less than $25,000 you will
allocate our proceeds pro rata to the uses described in the $25,000 scenario.
3. We note your response to comment 5 in our  letter dated June 13, 2012.  Certain
statements in your use of proceeds section re main unclear.  In particular, we note your
statement under the $25,000 category that your car column will include car rental and purchase based on the sale of 25%, 50%, 75% and 100% of our securities offered by the
Company.  Please revise to state the amount of proceeds you intend to use to acquire a
car if you raise $25,000 in the offering.
Plan of Operation, page 12

4. We reissue comment 9 from our letter date d June 13, 2012.  Please revise your plan of
operation to include Mr. Niklitschek’s driving expenses.  Your 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 th e proceeds of the offering.  Please revise the
plan of operations accordingly.
5. We note your response to comment 7 in our  letter dated June 13, 2012 and that you
require a minimum of $35,000 for the next twel ve months as described in your plan of
operations.  Please revise this section to clar ify whether you will stil l seek to implement
your plan of operations even if you raise less than $35,000.
Results of Operations, page 14
6. We note your response to comment 8 from our  letter dated June 13, 2012, and we reissue
the comment.  Your disclosure on page 14 wh ich states that Kangtai Medical Devices Co
will act as your exclusive di stributor of manufacturer's medical devices throughout the
territory of Chile remains inconsistent with  your disclosure elsewh ere and your plan of
operations.  Please revise to describe your relationship with Kangtai consistently
throughout your prospectus.
Certain Relationships and Re lated Transactions, page 22
7. We note your response to comment 11 from our letter dated June 13, 2012, and we
reissue the comment.  We continue to be unabl e to locate the revisi ons described in your
response to the comment.  Please provide th e information required by Item 404(a) of
Regulation S-K within this section.  In your re visions, please be sure  to also include a
description of all related part y transactions including your office and storage space which
is provided free of char ge by your director.

Pedro Perez Niklitschek
PN Med Group Inc. June 25, 2012 Page 3
 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.
 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/ Brigitte Lippmann   for
John Reynolds Assistant Director