SecProbe.io

Mail Stop 4631
June 5 , 2017

Luisa Ingargiola
Chief Financial Officer
Avalon GloboCare Corp.
83 South Street, Suite 101
Freehold, NJ 07728

Re: Avalon GloboCare Corp.
Registration Statement on Form S -1
Filed May 9, 2017
  File No. 333 -217809

Dear Ms. Ingargiola :

We have reviewed your registration statement  and 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 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 registration statement and the information you
provide in response to these  comments, we may have additional comments.

General

1. Please revise your registration statement to provide update d financial statements and
related disclosures as required by Rule 8-08 of Regulation S -X.

Registration Statement Cover Pag e

2. We note your disclosure here that “[t]he Offering price has been estimated solely for the
purpose of calculating the registration fee in accordance with Rule 457(c) of the
Securities Act and is based upon the average of the high and low price of $0.75 p er share
of the Registrant’s Common Stock on the OTCQB Market.”  Please reconcile this with
your disclosure elsewhere throughout the filing that you intent to sell up to 20,000,000
shares of common stock at $1.00 per share.  As you appear to be registering  the number
of securities offered, not the dollar amount, it appears that Rule 457(a) is appropriate.

Luisa Ingargiola
Avalon GloboCare Corp.
June 5 , 2017
Page 2

 Prospectus Summary, page 1

3. Please disclose here that you have limited operating history, limited revenue, debt, and
that your auditor has raised substan tial doubt about your ability to continue as a going
concern.

4. As applicable, please disclose here that you are not a blank check and have no plans to
use this company as a vehicle for a future business combination.

5. Please reconcile the disclosure here th at if you only sell $1,000,000 (5% of the offering),
you will utilize the proceeds in operations but will not be able to implement your
business plan to any meaningful extent rendering an investment worthless w ith the
disclosure on pa ge 15 regarding sellin g only $2,000,000 (10% of the offering).

Lock -Up, page 2

6. Please provide more information about the operation of the lock -up.  For instance,
describe how the 75% limitation will be allocated amongst investors and whether there
are any circumstances where the lock-up period might be waived.

Risks Related to Doing Business in China, page 9

7. Please expand your risk factors to address the risks associated with restrictions on the
transfer of cash from China, as well as on the exchange of currency and how they may
constrain the company’s liquidity and the ability to use cash in its operations.

Use of Proceeds, page 19

8. We note that you will use some of the proceeds to engage in mergers and acquisitions.  I n
particular, on page 33 you state that you are in negotiat ion in your areas of focus with
respect to potential acquisitions and strategic partnerships.  Please provide the
information required by Instruction 6 to Item 504 of Regulation S -K.

Terms of the Offering, page 21

9. Please disclose more detail regarding th e manner in which these securities will be
offered.  For instance, will the responsible individuals solicit investors through direct
mailings, personal contact, or other sales material.  We also  note the disclosure that your
relationships, positive press, and word -of-mouth will be relied upon to attract interest in
the offering.  Please disclose whether you will be utilizing this prospectus in these selling
efforts or other mechanisms.  We may have further comments after reviewing your
response.

Luisa Ingargiola
Avalon GloboCare Corp.
June 5 , 2017
Page 3

 Management’s Discussion and Analysis of Financial Condition and Results of Operations, page
23

Critical Accounting Policies and Estimates, page 24
Stock -based Compensation, page 25

10. In light of how you accounted for stock –based payments for legal and consulting services
in 2016, please clarify to us the last sentence of your policy, whereby you state stock
awards are “revalued or total compensation is recalculated based on the then current fair
value, at each subsequent reporting date.”

Cost of Revenu e, page 25

11. Please explain what the subcontractor costs were.

Operating Expenses, page 26

12. Please describe what the sales and marketing expenses were, particularly as associated
with the related party transactions from which you earned revenue.

Liquidity  and Capital Resources, page 27

13. Given the significant amount of cash held in China, please expand your disclosure to
describe any limitations imposed by the People’s Republic of China that may restrict the
transfer of cash out of the country.  Additionall y, please discuss the tax impact, if any,
should you need to repatriate such funds.  Refer to Topic 501.13 of the Codification of
Financial Reporting Policies.

Business and Properties , page 32

14. Please disclose the business purposes for which this property  will be used.

15. Please fully describe the relationships and services associated with the revenue
generating related party transactions in China. We may have further comments upon
reviewing your response.

16. Please significantly revise to precisely describe your revenue generating operations,
where you conduct those operations, how you provide services and products, and which
of your employees support these activities.  For example, it is unclear where you carryout
operations.  On page 1 you state that the tr ansaction with Avalon Healthcare Systems was
done for the purpose of acquiring U.S. based healthcare companies but its subsidiaries are
based in China and on page 30 and elsewhere you state that your primary operations are
in China.

Luisa Ingargiola
Avalon GloboCare Corp.
June 5 , 2017
Page 4

 17. Consider providing an organization chart describing your subsidiaries and operating
entities, their locations, and business activities.

Markets, page 33

18. You discuss collaborations and clinical bases with other entities under both the Avalon
Cell and Rehab platforms.  Please f ully describe all material terms of such arrangements
and file any agreements as exhibits to this registration statement.

19. We note that you will focus on projects with strong intellectual property.  Please disclose
how you will carry out your business in t his regard.  Will you be licensing and/or
acquiring patents or other intellectual property?

Properties, page 35

20. We note your disclosure here that pursuant to the Purchase Agreement for the Property,
the Seller also assigned all lease agreements to you.  Please disclose any material terms
related to the assignment of the lease agreements to you.

Government Regulation, page 35

21. Please substantially revise this section to discuss the various U.S. and Chinese regulations
specifically related to your business  and offering.  For example, please disclose whether
there are any specific regulatory requirements affecting access to the funds raised in this
offering.  Will you be delayed in utilizing the offering proceeds?  Are there any
regulations affecting dividen ds from Chinese based operating companies or liquidation of
assets in China?

Recent Sales of Unregistered Securities, page 37

22. Please substantially revise to explain in detail the “ March 2017 Accredited Investor”
transaction.  It is not clear what the purpose of this transaction was or the role of each
party.  Please also address the impact on your business of having to return the funds as
well as the role of the Beijing Commerce Commission.

Distribution to AHS’s Founders, page 46

23. Please revise your prospectus to explain that prior to the October 2016 share exchange,
Avalon Hea lthcare Systems, Inc. acquired control of your company. Reconcile this with
the disclosure that control changed with the share exchange.  Describe the “control
shares.”

Luisa Ingargiola
Avalon GloboCare Corp.
June 5 , 2017
Page 5

 Optio ns, page 51

24. Please reconcile the disclosure here that you have no issued options with the disclosure
on page 37, 47, and 54 that you issued stock options.

Consolidated Financial Statements, page F -1

Note 9 – Income Taxes, page F -15

25. Please expand your d isclosure to provide the components of income (loss) before income
taxes attributable to each of your domestic and Chinese operations.  Refer to Rule 4 -
08(h)(1) of Regulation S -X.

Note 14 – Restricted Net Assets, page F -19

26. Please explain  to us how you de termined that the restricted net assets of Avalon
(Shanghai) Healthcare Technology Co., Ltd. did not exceed 25% of your consolidated net
assets at December 31, 2016.   It appears from your disclosure that cash balances in
excess of $2.5 million, representin g a majority of your assets, are kept in financial
institutions located in China.

Note 15 – Subsequent Events, page F -19

Subscription agreement, page F -19

27. Please expand your disclosure to clarify whether Beijing DOING Biomedical Technology
Co., Ltd. is an unaffiliated third party or a related party.

Real property purchase supplemental and amendatory agreement, page F -20

28. Please update your disclosure to address whether the real property purchase has closed , as
well as the significant provisions of any financing arrangements that resulted in the
company’s ability to purchase the property for $7.6 million in cash given the amount of
cash held in the United States.    We note on page 29 of your document that you state the
purchase closed on May 5, 2017.   W e further note on page F -18 and F -20, the closing
date was extended to May 8, 2017.   Please reconcile these disclosures and explain the
sources of liquidity for this purchase.

Exhibits and Financial Statements, page 56

29. Please file as an exhibit any cons ulting agreements entered into in connection with
related parties.

Luisa Ingargiola
Avalon GloboCare Corp.
June 5 , 2017
Page 6

 We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by t he staff.

Refer to Rules 460 and 461 regarding requests for  acceleration .  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.

You may contact Dale Welcome, Staff Accountant,  at (202) 551 -3865 or Kevin Stertzel,
Staff Accountant,  at (202) 551 -3723 if you have questions regarding comments on the financial
statements and related matters.  Please contact Sergio Chinos, Staff Attorney,  at (202) 551 -7844
or Craig Slivka,  Special Counsel,  at (202) 551 -3729 with any other questions.

Sincerely,

 /s/ Jay Ingram

Jay Ingram
Legal Branch Chief
Office of Manufacturing and
Construction

cc: Stephen M. Fleming, Esq.