SecProbe.io

April 28 , 2015

Philippe Deschamps
Chief Executive Officer
Helius Medical Technologies, Inc.
41 University Drive, Suite 400
Newtown, PA 18940

Re: Helius Medical Technologies, Inc.
 Registration Statement on Form 10 -12G
Filed April 15 , 2015
 File No. 000 -55364

Dear Mr. Deschamps :

We have reviewed your filing an d 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 respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances,  please tell us why in your response.

After reviewing your response and any amendment you may file in response to these
comments , we may have  additional comments.

Employees, page 23

1. We have reviewed your response to prior comment 3.  We continue to no te, however, that
your first full risk factor on page 33 discloses that you have two officers who serve on a
full-time basis but that “[a]ll other officers and employees only provide services to [you]
on a part -time, limited basis.”  Please revise your risk factor disclosure and your
disclosure in this section so that they reconcile.

Item 2.  Financial Information, page 42

2. Given your disclosure on the cover page of your Form 10 that you are not a smaller
reporting company , please provide the disclosures required by Regulation S -K
Item 303(a)(5).

Philippe Deschamps
Helius Medical Technologies, Inc.
April 28 , 2015
Page 2

 Fiscal Quarter Ended December 31, 2014 Compared to Fiscal Quarter Ended December 31,
2013 , page 4 3

3. We note the variances in your net losses for the pe riods presented.  Under a separate
caption, please expand your disclosure to clearly explain to investors the reasons for the
variances in your net losses for the periods presented.  Also disclose any known material
trends affecting your net losses for the  periods presented.  Refer to Item  303(b) of
Regulation S -K.

Item 7.  Certain Relationships, page 58

4. Given your disclosure on the cover page of your Form 10 that you are not a smaller
reporting company , please tell us how your reference to “one percent of the average of
our total assets” in the first paragraph complies with Regulation S -K Item 404(a) or
revise accordingly .

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 Exchange Act of
1934 and all applicable Exchange 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 a dequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:
 the company is responsible for the adequacy and accuracy of the disclosure in the filing;
 staff comments o r changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and
 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

Please address questions regarding all other comments to Tim Buchmiller  at (202) 551 -
3635 or Geoff Kruczek , Senior Attorney , at (202)  551-3641  with any other questions.

Sincerely,

 /s/ G eoff Kruczek  for

 Amanda Ravitz
 Assistant Director

cc:   Trevor J. Chaplick, Esq.
 Proskauer Rose LLP