SecProbe.io

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 Newegg Commerce, Inc.

 21688 Gateway Center Drive, Suite 300

 Diamond Bar, CA 91765

 June 10, 2026

 Via EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F. Street, NE

 Washington, DC 20549

 Attn: Nicholas Nalbantian

 Re: Newegg Commerce, Inc. Registration Statement on Form F-3
No. 333-296380

 Ladies and Gentlemen:

 On behalf of Newegg Commerce, Inc. (the " Company "),
the undersigned hereby requests, pursuant to Rule 461 promulgated under the Securities Act of 1933, that the effective time of the Registration
Statement on Form F-3 (File No. 333-296380) originally filed on June 1, 2026 (the " Registration Statement ") be accelerated
to 4:00 p.m., New York City time, on Friday, June 12, 2026 , or as soon as practicable thereafter. The Company respectfully requests
that you notify Katherine Blair of such effectiveness by a telephone call to (213) 243-2159.

 Should you have any questions regarding the Registration Statement,
please contact Katherine Blair.

 Thank you for your attention to this matter.

 Sincerely,

 Newegg Commerce, Inc.

 By:
 /s/ Christina Ching

 Name:
 Christina Ching

 Title:
 Interim Chief Financial Officer

 cc: Katherine Blair, Jones Day

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 June 9, 2026

Anthony Chow
Chief Executive Officer
Newegg Commerce, Inc.
21688 Gateway Center Drive
Suite 300
Diamond Bar, CA 91765

 Re: Newegg Commerce, Inc.
 Registration Statement on Form F-3
 Filed June 1, 2026
 File No. 333-296380
Dear Anthony Chow:
 This is to advise you that we have not reviewed and will not review your
registration
statement.
 Please refer to Rules 460 and 461 regarding requests for acceleration.
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 the staff.
 Please contact Nicholas Nalbantian at 202-551-7470 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
cc: Katherine J. Blair
</TEXT>
</DOCUMENT>

CORRESP
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September 30, 2022

Via Edgar Only

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-7010

Attention: Janice Adeloye

 Re: Newegg Commerce, Inc.

    Registration Statement on Form F-3

    Filed on July 1, 2022, amended on September
30, 2022

    File No. 333-265985

Dear Ms. Adeloye:

Please be advised that the undersigned is the duly
elected Chief Financial Officer of Newegg Commerce, Inc. (the “Registrant”). Having been advised that the Commission has no
comments to the Registrant’s Form F-3 Registration Statement (File No. 333-265985), pursuant to Rules 460 and 461 under the Securities
Act of 1933, as amended, the Registrant hereby requests acceleration of the effective date of the Registration Statement on Tuesday, October
4, 2022 after close of the NASDAQ stock market trading at 4:00 p.m. Eastern time, or as soon thereafter as practicable.

Should you have any questions in regard to this
correspondence or any other matter relating to this Registrant’s filing, please do not hesitate to contact me.

Very truly yours,

/s/ Robert Chang

Robert Chang, Chief Financial Officer

CORRESP
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July 26, 2022

Via Edgar Only

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-7010

Attention: Janice Adeloye

 Re: Newegg Commerce, Inc.

Registration Statement on Form F-3

Filed on July 1, 2022

File No. 333-265985

Dear Ms. Adeloye:

Please be advised that the
undersigned is the duly elected Chief Financial Officer of Newegg Commerce, Inc. (the “Registrant”). Reference is made to
the letter request of the Registrant for acceleration of effectiveness of the Registration Statement submitted to the U.S. Securities
and Exchange Commission (the “Commission”) on July 21, 2022 pursuant to Rules 460 and 461 under the Securities Act of 1933,
as amended (the “Acceleration Request”).

The undersigned hereby respectfully requests that
the Commission withdraw the Acceleration Request so that the Registrant may file an amendment to the Registration Statement to include
the required Exhibit 5 opinions, and that it not declare the Registration Statement effective until such time as the Registrant shall
request.

Should you have any questions in regard to this
correspondence or any other matter relating to this Registrant’s filing, please do not hesitate to contact me.

Very truly yours,

    /s/ Robert Chang

    Robert Chang

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July 21, 2022

Via Edgar Only

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-7010

Attention: Janice Adeloye

 Re: Newegg Commerce, Inc.

    Registration Statement on Form F-3

    Filed on July 1, 2022

    File No. 333-265985

Dear Ms. Adeloye:

Please be advised that the undersigned is the
duly elected Chief Financial Officer of Newegg Commerce, Inc. (the “Registrant”). Having been advised that the Commission
has no further comments to the Registrant’s Form F-3 Registration Statement (File No. 333-265985), pursuant to Rules 460 and 461
under the Securities Act of 1933, as amended, the Registrant hereby requests acceleration of the effective date of the Registration Statement
on Monday, July 25, 2022 at 9:30 a.m., or as soon thereafter as practicable.

Should you have any questions in regard to this
correspondence or any other matter relating to this Registrant’s filing, please do not hesitate to contact me.

Very truly yours,

/s/ Robert Chang

Robert Chang

United States securities and exchange commission logo
July 13, 2022
Anthony Chow
Chief Executive Officer
Newegg Commerce, Inc.
17560 Rowland Street
City of Industry, CA 91748
Re:Newegg Commerce, Inc.
Registration Statement on Form F-3
Filed July 1, 2022
File No. 333-265985
Dear Mr. Chow:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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 the staff.
            Please contact Janice Adeloye at 202-551-3034 or Donald Field at 202-551-3680 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

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Lianluo
Smart Limited

Room
1003B, 10th Floor, BeiKong Technology Building, No. 10 Baifuquan Road

Changping
District, Beijing, 102200, China

April
12, 2021

VIA
EDGAR

Mr.
Donald Field

Division
of Corporation Finance

U.S.
Securities and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

 Re: Lianluo
Smart Limited

    Registration
Statement on Form F-4

File
No. 333-249660

Dear
Mr. Field:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, Lianluo Smart Limited respectfully requests that the effective date of the
above-referenced Registration Statement on Form F-4 be accelerated by the staff of the U.S. Securities and Exchange Commission to April
14, 2021 at 4:00 p.m., Eastern Time, or as soon thereafter as practicable.

Please
contact Kevin Sun of Bevilacqua PLLC at (202)869-0888 (ext. 101) or kevin@bevilacquapllc.com with any questions you may have regarding
this request. In addition, please notify Mr. Sun by telephone when this request for acceleration has been granted.

    Sincerely,

    /s/
    Bin Lin

    Bin
    Lin

    Chief
    Executive Officer

    cc:
    Kevin
Sun, Esq.

    Bevilacqua
PLLC

Joan
Wu, Esq.

Hunter
Taubman Fischer & Li LLC

CORRESP
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Confidential Treatment
Requested by Lianluo Smart Limited

CERTAIN PORTIONS
OF THIS LETTER HAVE BEEN OMITTED FROM THE VERSION FILED VIA EDGAR. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED BY LIANLUO SMART LIMITED
WITH RESPECT TO THE OMITTED PORTIONS. INFORMATION THAT WAS OMITTED IN THE EDGAR VERSION HAS BEEN PROVIDED SEPARATELY TO THE SECURITIES
AND EXCHANGE COMMISSION AND IS NOTED IN THIS LETTER WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[***]”.

Lianluo Smart Limited

Room 611, 6th Floor, Beikong Technology Building

No. 10 Baifuquan Road, Changping District

Beijing 102200, People’s Republic of China

January 25, 2021

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, DC. 20549

Attn: Donald Field and Dietrich King

 Re: Lianluo
Smart Limited

Amendment No. 2 to Registration Statement on
Form F-4

Filed on December 9, 2020

File No. 333-249660

Ladies and Gentlemen:

We hereby submit the responses of Lianluo Smart
Limited (“LLIT”) to the comments of the staff (the “Staff”) of the U.S. Securities and Exchange
Commission (the “Commission”) set forth in the Staff’s letter, dated January 5, 2021, providing the Staff’s
comments with respect to LLIT’s Amendment No. 2 to registration statement on Form F-4 filed on December 23, 2020 (the “Amendment
No. 2”). Concurrently with the submission of this letter, LLIT is submitting its amendment No. 3 to the registration
statement (“Amendment No. 3”) via EDGAR with the Commission.

For the convenience of the Staff, each of the
Staff’s comments is included and is followed by the corresponding response of LLIT.  Unless the context indicates
otherwise, references in this letter to “we,” “us” and “our” refer to LLIT on a consolidated
basis.

Amendment No. 2 to Registration Statement
on Form F-4

Material U.S. Federal Income Tax Consequences
of the Merger, page 80

 1. We
note that you have filed a short-form tax opinion as Exhibit 8.1. The short-form tax opinion and the referenced tax sections in
the prospectus both must state clearly that the disclosures in the referenced tax sections of the prospectus are the opinion of
counsel. Please refer to Section III.B.2 of Staff Legal Bulletin No. 19 dated October 14, 2011. Please revise the short-form tax
opinion and the referenced tax sections to state clearly that the tax consequences discussed in the referenced sections are counsel’s
opinion.

Response: We have
revised the short-form tax opinion and the referenced tax sections to state clearly that the tax consequences discussed in the
referenced sections are counsel’s opinion.

 2. We
note your disclosure on page 81 that "ACCORDINGLY, EACH STOCKHOLDER SHOULD CONSULT WITH SUCH STOCKHOLDER’S OWN TAX
ADVISOR WITH RESPECT TO ALL OF THE POTENTIAL TAX CONSEQUENCES OF THE MERGER." Please delete this limitation on reliance.
Investors are entitled to rely on the expressed opinion. Please refer to Section III.D.1 of Staff Legal Bulletin No. 19 dated
October 14, 2011.

Response: We have deleted the sentence
on page 81 per the Staff’s comment.

U.S. Securities and Exchange Commission

January 25, 2021

Page 2

Management’s Discussion and Analysis
of Financial Condition and Results of Operations for Newegg

Critical Accounting Policies

Common Stock Valuations, page 176

    3.
    We read your response to comment 3. Please retroactively verify the reasonableness of your estimated enterprise value based on the number of shares you expect to receive in the merger and the market price of Lianluo’s common stock, adjusted for Lianluo’s events and circumstances that were inapplicable to Newegg and Newegg’s events and circumstances that were inapplicable to Lianluo. Please provide an analysis that quantifies these events and circumstances to help facilitate our review of your equity issuances.

Response: Newegg
used an estimated equity value of $425,000,000 as the basis for determining the exercise price for stock options granted during
the six months ended June 30, 2020. Newegg reconciled that equity value to the $1,233,000,000 value obtained by multiplying (i)
the 363,325,542 LLIT shares that will be issued to Newegg stockholders in the merger, by (ii) $3.3944, which is the volume-weighted
average trading price of LLIT’s Class A common shares for the consecutive twenty (20) trading days immediately prior to and
including October 16, 2020, as adjusted for a 1 for 8 reverse stock split that was effectuated on October 21, 2020 (the “LLIT
VWAP”). A summary of that reconciliation appears in the table below.

    (1)

    (2)
    (1) * (2)

    LLIT

Value /

Share
    Newegg

Value /

Share
    Note
    Line Description
    Shares

outstanding
    LLIT

Aggregate

Value
    Newegg

Aggregate

Value

    $3.3944

    A
    LLIT VWAP
    3,599,573
    $12,218,000
    $1,233,000,000

    B
    Warrant liability – agreed deduction

    $  3,500,000

    C
    LLIT Value, net of warrant escrow

    $  8,718,000
    $ 880,000,000

    B
    [***]

    [***]

    C
    [***]

    [***]

    D
    [***]

    [***]

    [***]

    E
    [***]
    3,599,573
    [***]

    5.8417
    F
    Exchange ratio

    [***]
    F
    [***]
    62,195,173

    [***]

    G
    [***]

    [***]

    H
    [***]

    [***]

    H
    [***]

    [***]

    H
    [***]

    [***]

    H
    [***]

    [***]

    H
    Appraised Newegg Value @ 9/30/19

    $425,000,000

 Note A The LLIT VWAP is one of the key components used in the
merger agreement for determining the  exchange ratio and merger consideration to be paid in the merger, as disclosed on page
88, page A-3 and elsewhere in Amendment No. 3. The LLIT VWAP was extensively considered, negotiated and agreed upon by Newegg
and LLIT, as described in Amendment No. 3 under “Proposal I: The Merger—Background of the Merger.” As such,
it serves as an indication of the relative value between Newegg and LLIT.

Confidential treatment
requested with respect to portions marked “[***]”.

U.S. Securities and Exchange Commission

January 25, 2021

Page 3

The LLIT VWAP was also used to
determine the merger consideration upon which The Benchmark Company, LLC issued its fairness opinion. See description of this fairness
opinion on page 80 of Amendment No. 3 under “Proposal I: The Merger—Reports, Opinions and Appraisals.” This fairness
opinion also serves as an indicator of relative value between Newegg and LLIT.

While these indications of relative
value are useful, Newegg is aware of their limitations. Specifically, the merger agreement falls short of a true, third party,
arm’s length negotiated transaction because Newegg and LLIT are affiliated parties under common control with each other.
In addition, Benchmark’s fairness opinion was limited to determining whether the merger consideration to be paid by LLIT
was fair to LLIT’s shareholders from a financial point of view, as opposed to the merger consideration being fair to Newegg’s
stockholders or option holders.

 Note B [***] These warrants contain a complex anti-dilution
mechanism which would lower the exercise price of the warrant upon the occurrence of certain events. Issuance of the merger consideration
upon completion of the merger could trigger the anti-dilution mechanism and lead to a reduction of the exercise price for the
warrants, as further described on page 200 of Amendment No. 3 under “The Investor Warrants.”

Assuming that the fair value of
the merger consideration per share issued to Newegg in the merger equals the LLIT VWAP, without any of the adjustments noted above,
then the anti-dilution mechanism would be triggered upon issuance of the merger consideration, reducing the exercise price of the
warrants to the LLIT VWAP of $3.39 per share. [***] (Recent trading prices in LLIT stock have made it less likely, though still
possible, that the anti-dilution mechanism could be triggered, since the exercise price of the warrants ranges from $4.9912 to
$5.60 per share, and LLIT’s stock has been trading between $3.30 and $6.47 per share since the merger was announced.)

The warrants also contain a complex
contingent put right that would enable the warrant holders to sell the warrants back to LLIT upon the occurrence of certain fundamental
transactions, as further described on page 201 of Amendment No. 3. LLIT does not believe the merger with Newegg, disposition of
Lianluo Connection, redesignation of LLIT’s Class A common stock and Class B common stock into one class of common stock,
or any of the other transactions contemplated in Amendment No. 3 would trigger this put right. [***]

Assuming that the put right is
triggered, the cost to repurchase these warrants is calculated using a Black-Scholes option pricing model based on the risk-free
U.S. Treasury rate, the then-current exercise price, the trading price and volatility of LLIT’s Class A common shares, and
the time when the put right is triggered. Based on today’s information, Newegg estimates that the cost to repurchase these
warrants under the put right ranges from approximately [***], depending primarily on the fair value of the merger consideration
issued to Newegg and the price at which LLIT stock trades on the day prior to that issuance.1 LLIT has disclosed one
example of this calculation on page 26 of Amendment No. 3 under “Risk Factors – We may not have the ability to repurchase
certain warrants.”

 1 As an example, assuming that the LLIT VWAP of $3.3944
is the fair value of the merger consideration per share issued to Newegg, as well as the stock trading price for LLIT on the day
before the merger consideration is issued, then the cost to repurchase the warrants would total [***]. If we substitute $5.00
per share instead of the LLIT VWAP in the prior example, the repurchase cost would increase to [***]. Both of these examples assume
that the exercise price for the warrants is [***], and are based on the volatility for LLIT’s stock in the 100 days prior
to the day before announcement of the merger [***] and the risk free 5 year U.S. treasury rate measured on the date of announcement
of the merger [***].

Confidential treatment requested
with respect to portions marked “[***]”.

U.S. Securities and Exchange Commission

January 25, 2021

Page 4

LLIT entered into the merger agreement
on October 23, 2020, committing to the merger, disposition, redesignation and other related transactions. [***] the merger agreement
and related transactions were not publicly announced until October 23, 2020, whereas the LLIT VWAP is based on LLIT stock trading
prices prior to that date. Newegg’s concerns led to significant discussions and negotiations between Newegg and LLIT, resulting
in a $3,500,000 deduction from LLIT’s equity value for purposes of calculating the exchange ratio and merger consideration,
as disclosed on page 76 of Amendment No. 3 under “Background of the Merger.” We have made the same deduction in the
reconciliation above next to Note B.

In addition to the $3.5 million
warrant adjustment, Newegg initially asked LLIT for an additional $1.5 million deduction (totaling $5 million) for the warrant
liability, as disclosed on page 76 of Amendment No. 3 under “Background of the Merger.” After negotiations, Newegg
agreed to compromise on the $3.5 million deduction. [***]

 Note C After deducting the agreed-upon warrant liability of $3.5 million, the
resulting aggregate implied value for LLIT is $8,718,000. Based on the exchange ratio and number of shares outstanding for Newegg
and LLIT, this implies an aggregate relative value for Newegg of $880,000,000. This amount was the stipulated relative value for
Newegg agreed upon between Newegg and LLIT that was used to calculate the exchange ratio and merger consideration, as discussed
and disclosed on page 75 and 88 of Amendment No. 3 under “Background of the Merger” and “Merger Consideration.”
[***]

 Note D This reconciling item relates to pricing anomalies and
inefficiencies in LLIT’s stock price caused by (1) the penny stock characteristics of LLIT’s Class A common shares,
(2) significant dilution that could occur from the exercise of LLIT’s warrants, (3) potential speculative trading in LLIT’s
Class A common stock, and (4) a lack of information available to the public about LLIT. The impact of these four concepts is impossible
to quantify, and so we have estimated their impact based on the difference between the aggregate value for LLIT described in Note
C and Note E. We discuss each of these four concepts below.

 (1) Penny Stock. LLIT’s Class A common stock
has many, if not all, of the characteristics of a penny stock. The AICPA cautions against valuing assets based on the trading
prices for such penny stocks in its industry guide on Valuation of Portfolio Company Investments of Venture Capital and Private
Equity Funds and Other Investment Companies (the “AICPA Guide”). We describe below each of these characteristics
and the related language from the AICPA Guide.

 ● Price
below $5.00/share – LLIT stock traded at prices ranging from $0.34/share to $1.67/share in 2019, averaging $1.06/share.2
It has had similarly low trading prices below $5.00/share during the prior four years.

 ● Thinly-traded
– LLIT had an average daily trading volume of only 8,156 shares per day, and 67 trading days with no trades at all,
in 2019. It had similarly low trading activity in the nine years prior. Section 13.3 of the AICPA Guide emphasizes that level
1 inputs for determining fair market value must be “traded in an active market”. Section 13.21 of the AICPA
Guide then quotes from FASB ASC 820-10-35-54C and states “The fair value of an asset or a liability might be affected when
there has been a significant decrease in the volume of level of activity for that asset or liability in relation to normal market
activity for . . . similar assets or liabilities. . . . [A] reporting entity shall evaluate the significance and relevance [where
t]here are few recent transactions.”

 2 All information relating to LLIT in this Note D is presented
before application of the 1-for-8 reverse stock split that occurred on October 21, 2020, because the pre-reverse split statistics
are more indicative of the trading environment for LLIT shares at that time and best illustrate the concepts discussed in this
Note D.

Confidential treatment
requested with respect to portions marked “[***]”.

U.S. Securities and Exchange Commission

January 25, 2021

Page 5

 ● Low
public float – As of December 31, 2019, LLIT had 17,806,586 Class A and Class B common shares outstanding, but not more
than 6,223,975 shares were available for trading on the NASDAQ. This was less than 35% of the then-outstanding shares, with the
other shares held by LLIT’s controlling shareholder, Hangzhou Lianluo. Section 13.04 of the AICPA Guide states that for
the valuation of “an investment in a traded security in which the public float represents a small percentage of the total
outstanding shares . . . , the [valuator] may consider this level of activity not to reflect an active market that would provide
reliable pricing information.”

 ● Trading
dominated by few market participants – In February and March 2020, LLIT issued 10,990,000 units (each consisting of
one Class A common share and one warrant to purchase an additional Class A common share) to three investors. One investor purchased
3,925,000 units, the second investor purchased 3,140,000 units, and the third investor purchased 3,925,000 units, which were each
large amounts relative to the public float of LLIT. These investors informed LLIT that they had completely liquidated their investments
in the Series A common shares (retaining only the warrants contained in the units) prior to March 9, 2020. As these shares filtered
and dispersed through the public trading market, there were likely large blocks of LLIT shares in the hands of a few investors
for an extended period of time. The AICPA Guide cautions that for “a traded security in which . . . trading activity is
dominated by

United States securities and exchange commission logo
January 5, 2021
Bin Lin
Chief Executive Officer
Lianluo Smart Limited
Room 611, 6th Floor, Beikong Technology Building
No. 10 Baifuquan Road, Changping District
Beijing 102200, People’s Republic of China
Re:Lianluo Smart Limited
Amendment No. 2 to Registration Statement on Form F-4
Filed December 23, 2020
File No. 333-249660
Dear Mr. Lin:
            We have reviewed your amended 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.  Unless we note
otherwise, our references to prior comments are to comments in our December 16, 2020 letter.
Amendment No. 2 to Registration Statement on Form F-4
Material U.S. Federal Income Tax Consequences of the Merger, page 80
1.We note that you have filed a short-form tax opinion as Exhibit 8.1.  The short-form tax
opinion and the referenced tax sections in the prospectus both must state clearly that the
disclosures in the referenced tax sections of the prospectus are the opinion of counsel.
Please refer to Section III.B.2 of Staff Legal Bulletin No. 19 dated October 14, 2011.
Please revise the short-form tax opinion and the referenced tax sections to state clearly
that the tax consequences discussed in the referenced sections are counsel’s opinion.

 FirstName LastNameBin Lin
 Comapany NameLianluo Smart Limited
 January 5, 2021 Page 2
 FirstName LastName
Bin Lin
Lianluo Smart Limited
January 5, 2021
Page 2
2.We note your disclosure on page 81 that "ACCORDINGLY, EACH STOCKHOLDER
SHOULD CONSULT WITH SUCH STOCKHOLDER’S OWN TAX ADVISOR WITH
RESPECT TO ALL OF THE POTENTIAL TAX CONSEQUENCES OF THE
MERGER."  Please delete this limitation on reliance.  Investors are entitled to rely on the
expressed opinion.  Please refer to Section III.D.1 of Staff Legal Bulletin No. 19 dated
October 14, 2011.
Management’s Discussion and Analysis of Financial Condition and Results of Operations for
Newegg
Critical Accounting Policies
Common Stock Valuations, page 176
3.We read your response to comment 3.  Please retroactively verify the reasonableness of
your estimated enterprise value based on the number of shares you expect to receive in the
merger and the market price of Lianluo’s common stock, adjusted for Lianluo’s events
and circumstances that were inapplicable to Newegg and Newegg’s events and
circumstances that were inapplicable to Lianluo.  Please provide an analysis that
quantifies these events and circumstances to help facilitate our review of your equity
issuances.
Newegg, Inc.
Unaudited Consolidated Financial Statements, page F-51
4.Please provide updated interim financial information for Newegg here and throughout the
filing.  Refer to General Instruction C.1(d) of Form F-4 and Item 17(b)(8) of Form S-4.
Audited Consolidated Financial Statements
(19) Segment Information, page F-120
5.We read your response to comment 4 and your corresponding disclosure revisions.
Segment-related information is disclosed on a management approach basis and disclosure
of certain segment-related amounts is not required, if those amounts are not reviewed by
the chief operating decision maker.  However, this provision does not apply to entity-wide
disclosures.  Please disclose your revenues by group of similar products and services.
Alternatively, if providing this disclosure is impracticable (which is expected to be rare),
please tell us the specific aspects of providing this disclosure that are impracticable and
explain in detail why each aspect is impracticable.  If your impracticability assertion for
one or more specific aspects surrounds excessive cost, please also demonstrate how you
determined the cost would be excessive.  Refer to ASC 280-10-05-5 and ASC 280-10-50-
40.

 FirstName LastNameBin Lin
 Comapany NameLianluo Smart Limited
 January 5, 2021 Page 3
 FirstName LastName
Bin Lin
Lianluo Smart Limited
January 5, 2021
Page 3
            You may contact Keira Nakada at 202-551-3659 or Rufus Decker at 202-551-3769 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Donald Field at 202-551-3680 or Dietrich King at 202-551-8071 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

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Lianluo Smart Limited

Room 611, 6th Floor, Beikong Technology Building

No. 10 Baifuquan Road, Changping District

Beijing 102200, People’s Republic of China

December 23, 2020

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, DC. 20549

Attn: Donald Field and Dietrich King

Re:  Lianluo Smart Limited

    Amendment No. 1 to Registration
Statement on Form F-4

    Filed on December 9, 2020

    File No. 333-249660

Ladies and Gentlemen:

We hereby submit the responses of Lianluo
Smart Limited (the “Company” or “LLIT”) to the comments of the staff (the “Staff”)
of the U.S. Securities and Exchange Commission (the “Commission”) set forth in the Staff’s letter, dated
December 16, 2020, providing the Staff’s comments with respect to the Company’s Amendment No. 1 to Registration Statement
on Form F-4 filed on December 9, 2020 (the “Amendment No. 1”). Concurrently with the submission of this letter,
the Company is submitting its amendment No. 2 to the Registration Statement (“Amendment No. 2”) via EDGAR with
the Commission.

For the convenience of the Staff, each
of the Staff’s comments is included and is followed by the corresponding response of the Company.  Unless the context
indicates otherwise, references in this letter to “we,” “us” and “our” refer to the Company
on a consolidated basis.

Amendment No. 1 to Registration Statement
on Form F-4

Unaudited Pro Forma Condensed Combined
Balance Sheet as of June 30, 2020, page 18

 1. We read your response to comment 8. Please revise your pro forma adjustment to remove the full
amount of the company’s accumulated deficit.

Response:
We have revised pro forma adjustment and removed the full amount of the Company’s accumulated deficit.

Material U.S. Federal Income Tax
Consequences of the Merger, page 80

 2. We note your discussion of U.S. federal income tax consequences of the merger in this section.
Item 601(b)(8) of Regulation S-K requires you to file a tax opinion where the tax consequences are material to an investor and
a representation as to the tax consequences is set forth in the filing. It appears that a tax opinion would be required since the
discussion includes tax consequences that would be material to investors. Please revise this section accordingly and the exhibit
index to indicate that a tax opinion and consent of counsel will be filed. For guidance, please refer to Section III of Staff Legal
Bulletin No. 19 dated October 14, 2011.

Response:
We have revised the section of U.S. federal income tax consequences of the merger accordingly and included the tax opinion and
consent of counsel in Exhibit 8.1 in the Amendment No. 2.

U.S. Securities and Exchange Commission

December 23, 2020

Page 2

Management’s Discussion and Analysis
of Financial Condition and Results of Operations for

Newegg

Critical Accounting Policies

Common Stock Valuations, page 176

 3. We read your response to comment 19. Please tell us whether and how you considered the number
of shares you expect to receive in the merger and the market price of Lianluo’s common stock in retrospectively verifying
the reasonableness of your estimated enterprise value.

Response: In response
to the Staff’s comment, Newegg has considered the number of shares expected to be issued to Newegg stockholders in the
merger and the market price of LLIT’s common stock.  However, Newegg does not believe the retrospective application
of this information should be used to verify the reasonableness of Newegg’s estimated enterprise value in the context of
stock options granted during the six months ended June 30, 2020.  In accordance with ASC 718, Newegg determined the exercise
price of those stock options based on the fair value at the time of grant and the information available to it at that time.

At that time, and throughout the
six months ended June 30, 2020, the occurrence and terms of the merger were uncertain.  While a merger was being considered
and a non-binding term sheet had been agreed upon on May 11, 2020, the term sheet was subject to due diligence and was terminable
at any time at will and without penalty by either Newegg or LLIT.  In particular, the exchange ratio in the merger (and the
resulting number of shares to be issued to Newegg) was unknown at that time.  The term sheet was scheduled to expire on its
own terms on July 10, 2020, a mere 10 days after June 30, 2020, making the occurrence of the merger highly speculative.  While
the market price of LLIT’s common stock was publicly known, it was not considered by Newegg at that time because it had no
relation to Newegg’s enterprise value, absent an exchange ratio to link the value of LLIT to Newegg.

Also, Newegg believes a retrospective
application of this information is inappropriate because of significant changes in Newegg’s expected and actual financial
performance that have occurred since the stock options were granted.  At that time, the long-term effect of the COVID-19 pandemic
was not known to Newegg.  Since June 30, 2020, Newegg’s expected and actual financial performance has improved, driven
by a shift in consumer buying preferences from in-store to online distribution channels and by the increase in work-from-home arrangements,
necessitating greater consumer investments in the type of computers and electronics sold by Newegg.  The strength and long-term
duration of these consumer trends were uncertain, and to some degree, unexpected by Newegg at the time of option grant.

Finally, Newegg believes that the
use of LLIT’s common stock market price to verify the reasonableness of Newegg’s standalone enterprise value is inappropriate
because the market price of LLIT’s common stock (since October 26, 2020, the first trading day after the merger agreement
and related disclosures on Form F-4 were publicly announced) reflects the attributes of LLIT and Newegg on a combined basis, and
the changes to both companies that are expected to be made at and following consummation of the merger.  These attributes
and changes result in a different combined entity than Newegg as it existed on a standalone basis at the time of the option grants.
For example, Newegg intends to bring on a new, independent board member prior to completion of the merger.  In addition, the
terms of Newegg’s current preferred stock allow its holder to cast 10 votes for every one common share that it is convertible
into.  This contrasts with the capital structure of the combined entity, which will only have one class of stock with one
vote per share.  The combined entity will also be incorporated in the British Virgin Islands, whereas Newegg is incorporated
in Delaware, which contains different corporate laws which may impact value.  Newegg’s management may also have different
perceptions of the value of its stock options as a result of the single class of stock and public listing of that stock, which
could impact the value of LLIT’s common stock market price.  LLIT’s market price also reflects the residual assets,
liabilities and operations of LLIT that will remain with the combined company after completion of the merger, as well as the risk
that the merger could be terminated or completed.  All of these changes, risks and factors are disclosed in the Form F-4 and
could impact the market price of LLIT’s common stock.  These considerations cause the basis of LLIT’s common stock
market price to be fundamentally dissimilar to Newegg’s standalone enterprise value.

For the reasons above, Newegg does
not believe that the number of shares expected to be issued to Newegg stockholders in the merger or the market price of LLIT’s
common stock should be used to verify the reasonableness of Newegg’s estimated enterprise value in the context of stock options
granted during the six months ended June 30, 2020.

Newegg, Inc.

Consolidated Financial Statements

(19) Segment Information, page F-119

 4. We read your response to comment 27. Page 133 shows Newegg’s product categories. Please
disclose revenues from external customers by product category in your segment footnote. Please also disclose revenues from external
customers by geographical area in your segment footnote. In providing this geographical information, your U.S. and foreign revenues
should be separately presented, along with the revenues for any material individual foreign country. Refer to paragraphs 50-40
and 50-41 of ASC Section 280-10-50.

Response: In response
to the Staff’s comment, we have revised the segment footnote disclosure to add the breakdown of revenues from external customers
by geographical location.  Our product categories as well as the aggregation of our product SKUs (Stock Keeping Units) into
product categories regularly change.  In accordance with ASC 280-10-50-40, we find it impractical to disclose the revenues
from external customers for each group of similar products and services, as it is not readily available and the cost to develop
it would be excessive.

U.S. Securities and Exchange Commission

December 23, 2020

Page 3

If you would like to discuss any of
the responses to the Staff’s comments or if you would like to discuss any other matters, please contact the undersigned
at +86 10-89788107 or Kevin Sun of Bevilacqua PLLC at (202) 869-0888 (ext. 101).

    Sincerely,

    Lianluo Smart Limited

    By:
    /s/ Bin Lin

    Bin Lin
Chief Executive Officer

cc:  Kevin Sun, Esq., Bevilacqua PLLC

    Joan Wu, Esq., Hunter Taubman Fischer
& Li LLC

United States securities and exchange commission logo
December 16, 2020
Bin Lin
Chief Executive Officer
Lianluo Smart Limited
Room 611, 6th Floor, Beikong Technology Building
No. 10 Baifuquan Road, Changping District
Beijing 102200, People’s Republic of China
Re:Lianluo Smart Limited
Amendment No. 1 to Registration Statement on Form F-4
Filed December 9, 2020
File No. 333-249660
Dear Mr. Lin:
            We have reviewed your amended 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.  Unless we note
otherwise, our references to prior comments are to comments in our November 20, 2020 letter.
Amendment No. 1 to Registration Statement on Form F-4
Unaudited Pro Forma Condensed Combined Balance Sheet as of June 30, 2020, page 18
1.We read your response to comment 8.  Please revise your pro forma adjustment to remove
the full amount of the company's accumulated deficit.
Material U.S. Federal Income Tax Consequences of the Merger, page 80
2.We note your discussion of U.S. federal income tax consequences of the merger in this
section.  Item 601(b)(8) of Regulation S-K requires you to file a tax opinion where the tax
consequences are material to an investor and a representation as to the tax consequences is
set forth in the filing.  It appears that a tax opinion would be required since the discussion

 FirstName LastNameBin Lin
 Comapany NameLianluo Smart Limited
 December 16, 2020 Page 2
 FirstName LastName
Bin Lin
Lianluo Smart Limited
December 16, 2020
Page 2
includes tax consequences that would be material to investors.  Please revise this section
accordingly and the exhibit index to indicate that a tax opinion and consent of counsel will
be filed.  For guidance, please refer to Section III of Staff Legal Bulletin No. 19 dated
October 14, 2011.
Management’s Discussion and Analysis of Financial Condition and Results of Operations for
Newegg
Critical Accounting Policies
Common Stock Valuations, page 176
3.We read your response to comment 19. Please tell us whether and how you considered the
number of shares you expect to receive in the merger and the market price of Lianluo’s
common stock in retrospectively verifying the reasonableness of your estimated enterprise
value.
Newegg, Inc.
Consolidated Financial Statements
(19) Segment Information, page F-119
4.We read your response to comment 27.  Page 133 shows Newegg’s product
categories.  Please disclose revenues from external customers by product category in your
segment footnote.  Please also disclose revenues from external customers by geographical
area in your segment footnote.  In providing this geographical information, your U.S. and
foreign revenues should be separately presented, along with the revenues for any material
individual foreign country.  Refer to paragraphs 50-40 and 50-41 of ASC Section 280-10-
50.
            You may contact Keira Nakada at 202-551-3659 or Rufus Decker at 202-551-3769 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Donald Field at 202-551-3680 or Dietrich King at 202-551-8071 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
1
filename1.htm

Lianluo Smart Limited

Room 611, 6th Floor, Beikong Technology
Building

No. 10 Baifuquan Road, Changping District

Beijing 102200, People’s Republic
of China

December 9, 2020

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, DC. 20549

Attn: Donald Field and Dietrich King

 Re: Lianluo Smart Limited

Registration Statement on Form
F-4

Filed on October 26, 2020

File No. 333-249660

Ladies and Gentlemen:

We hereby submit the responses of Lianluo
Smart Limited (the “Company” or “LLIT”) to the comments of the staff (the “Staff”)
of the U.S. Securities and Exchange Commission (the “Commission”) set forth in the Staff’s letter, dated
November 20, 2020, providing the Staff’s comments with respect to the Company’s Registration Statement on Form F-4
filed on October 26, 2020 (the “Registration Statement”). Concurrently with the submission of this letter, the
Company is submitting its amendment No. 1 to the Registration Statement (“Amendment No. 1”) via EDGAR with the
Commission.

For the convenience of the Staff, each
of the Staff’s comments is included and is followed by the corresponding response of the Company.  Unless the context
indicates otherwise, references in this letter to “we,” “us” and “our” refer to the Company
on a consolidated basis.

Registration Statement on Form F-4

Questions and Answers About the Merger
and the Special Meeting, page vi

 1. Please add a question and answer describing the change in the
company's business due to the merger and disposition. In this regard, we note that the company will be disposing of its historical
business and the business of Newegg will be the company's business post- transaction.

Response:
We have revised the Registration Statement to add a question and answer describing the change in the Company’s business due
to the merger and disposition in accordance with the Staff’s comment.

 2. Please add a question and answer regarding the reasons and background
for the disposition and the company's ongoing compliance issues with NASDAQ's listing standards.

Response:
We have revised the Registration Statement to add a question and answer describing the reasons and background for the disposition
and the Company’s ongoing compliance issues with NASDAQ’s listing standards in accordance with the Staff’s comment.

 3. Please add a question and answer regarding the financial terms
of the disposition.

Response:
We have revised the Registration Statement to add a question and answer describing the financial terms of the disposition in accordance
with the Staff’s comment.

 4. We note that, immediately following the merger, the company's
shareholders and former Newegg shareholders are expected to own approximately 0.98% and 99.02%, respectively, of the post-transaction
company. Please add a question and answer addressing the substantial dilution the company's shareholders are anticipated to experience
due to the merger transaction. Please also disclose the implied aggregate value of the post-transaction company that the company's
shareholders will own based upon their 0.98% ownership.

Response:
We have revised the Registration Statement to add a question and answer addressing the substantial dilution the Company’s
shareholders are anticipated to experience due to the merger transaction and the implied aggregate value of the post-transaction
company that the Company’s shareholders will own based upon their 0.98% ownership in accordance with the Staff’s comment.

U.S. Securities and Exchange Commission

December 9, 2020

Page 2

Summary, page 1

 5. Please add summaries related to the reasons, background and the
financial terms of the disposition.

Response:
We have revised the Registration Statement to add summaries related to the reasons, background and the financial terms of the disposition
in accordance with the Staff’s comment.

 6. Please revise the summary and the prospectus in an appropriate
location to discuss the tax consequences of the merger transaction. Refer to Item 4(a)(6) of Form F-4.

Response:
We have revised the Registration Statement to include a discussion of the tax consequences of the merger transaction in the “Summary”
and “Proposal I: The Merger” sections in accordance with the Staff’s comment.

Unaudited Pro Forma Condensed Combined
Financial Information, page 12

 7. Please remove the pro forma balance sheets and pro forma statements
of operations that are not discussed in Rules 11-02(c)(1) and (2)(i) of Regulation S-X.

Response:
We have removed the pro forma balance sheets and pro forma statements of operations that are not discussed in Rules 11-02(c)(1)
and (2)(i) of Regulation S-X in Amendment No. 1.

Unaudited Pro Forma Condensed Combined
Balance Sheet as of June 30, 2020, page 13

 8. Please disclose how you arrived at the pro forma adjustment to
accumulated deficit, as it differs from the company's accumulated deficit.

Response:
The pro forma adjustment to accumulated deficit as of June 30, 2020, i.e., $4,242, represents the accumulated deficit of our PRC
subsidiary, Lianluo Connection Medical Wearable Device Technology (Beijing) Co., Ltd. (“Lianluo Connection”)
which is assumed to have been disposed of on June 30, 2020. It differs from the Company’s accumulated deficit mainly because
the parent company, LLIT is not to be disposed and as a result, its accumulated deficit as of June 30, 2020 ($42,061) was not reflected
in the pro forma adjustment.

We may not have the ability to repurchase
certain warrants, page 23

 9. Please revise to quantify this potential cash liability so investors
can appreciate the magnitude of this risk.

Response: We have revised the Registration
Statement to quantify the potential cash liability of repurchase of certain warrants.

Upon consummation of the merger, Mr.
Zhitao He will beneficially own approximately 61.12% of the voting power, page 25

 10. We note that upon completion of the merger, two directors, Mr.
He and Mr. Chang, will have combined voting power of over 97% of the post-transaction company. Please revise this risk factor or
add a new risk factor discussing the implications for minority investors of this large ownership percentage. Please also highlight
this fact in the Ownership of Common Shares After the Merger section on page 72 and in the Summary section on page 1.

Response: We have revised the Registration
Statement accordingly to address and highlight the risks relating to this concentration of voting power.

U.S. Securities and Exchange Commission

December 9, 2020

Page 3

Certain types of class or derivative
actions generally available under U.S. law may not be available, page 59

 11. We note your disclosure that your amended and restated memorandum
and articles of association will have an exclusive jurisdiction clause. Please add a risk factor discussing this provision and
include disclosure regarding the provision in the Description of Securities section on page 185. Please also disclose whether the
provision applies to actions arising under the federal securities laws. If the provision applies to actions arising under the federal
securities laws, please revise the applicable risk factor and prospectus disclosure to state that it is uncertain whether a court
would enforce the provision.

Response:
We respectfully inform the Staff that the exclusive jurisdiction disclosure was included unintentionally. The amended and restated
memorandum and articles of association, which will become effective upon closing of the offering, does not include an exclusive
jurisdiction clause. We have revised the Registration Statement accordingly to remove such disclosure.

Background of the Merger, page 66

 12. Please discuss in greater detail how the financial terms of the
transaction were determined. Include the names of the parties involved in the negotiations and who proposed the various financial
terms. For example, and without limitation, please discuss how the exchange ratio was determined to include the relative ownership
of the post- transaction company between the company's shareholders and former Newegg shareholders. Please included enough detail
so that shareholders can understand how the financial terms of this transaction were ultimately determined.

Response:
We have revised the Registration Statement accordingly to discuss in detail how the financial terms of the transaction are determined.

 13. We note that the company entered into a letter of intent with
Newegg on May 11, 2020. Please summarize the material terms of the letter of intent, including the financial terms.

Response:
We have revised the Registration Statement to include a summary of the material terms of this letter of intent.

Reports, Opinions and Appraisals, page
68

 14. We note that the company provided Benchmark with a financial model
of Newegg with projected income statement data for the fiscal years 2020-2022 and a financial model of Lianluo Connection with
projected income statements for the calendar years 2020-2023. Please revise the proxy statement/prospectus to include the financial
projections and any material assumptions necessary to understand such projections.

Response: We have
revised the Registration Statement to include the financial projections and material assumptions necessary to understand such
projections.

 15. Please revise to quantify any fees paid to Benchmark and its affiliates
relating to any material relationship that existed during the past two years between the company and its affiliates and Benchmark
and its affiliates. Refer to Item 1015(b)(4) of Regulation M-A.

Response:
We have revised the Registration Statement to disclose the fees paid to Benchmark for their financial advisor services in connection
with the disposition of our subsidiary, Beijing Dehaier Medical Technology Company Limited.

Selected Public Company Analysis, page
71

 16. Please disclose the individual EV/Revenue calculations for each
of the selected companies. Please also explain how you calculated enterprise value. Lastly, please revise the Precedent Transaction
Analysis section in a similar manner for the selected precedent transactions and the Selected Public Company Analysis and Precedent
Transaction Analysis sections on page 90 accordingly.

Response:
In response to Staff’s comment, we have revised the Registration Statement to disclose the requested calculations for each
of the selected companies. We also explained how the enterprise value was calculated.

U.S. Securities and Exchange Commission

December 9, 2020

Page 4

Expand private label business, page
119

 17. We note your disclosure that the company offers approximately
32.6 million SKUs and 1,730 categories as of June 30, 2020 and that the Newegg Marketplace had 13,897 sellers offering approximately
32.5 million SKUs and 1,663 categories as of June 30, 2020. Please revise to quantify, by percentage or otherwise, the proportion
of products which fall within your private label business versus those offered by third parties.

Response:
We respectfully inform the Staff that Newegg directly sells its private label products and other products sourced from
vendors, which collectively accounts for the difference between the number of SKUs and categories of products offered on
Newegg’s platforms and those offered by Newegg Marketplace. In response to Staff’s comment, we have revised the
Registration Statement to quantify the proportion of products that fall within Newegg’s private label business versus
those offered by third parties.

Management’s Discussion and Analysis
of Financial Condition and Results of Operations for Newegg

Non-GAAP Measures Adjusted EBITDA, page
160

 18. Please revise your disclosures to state, if true, that you also
exclude income/gains that you do not consider indicative of your core operating performance from adjusted EBITDA. Also, tell us
whether you consider gains on sales of real estate and gains on sales of equity method investments to be indicative of your core
operating performance and appropriate for inclusion in adjusted EBITDA. Refer to the guidance in Question 100.03 of the Non- GAAP
Financial Measures Compliance and Disclosure Interpretations.

Response:
We respectfully inform the Staff that the income/gains that are not indicative of its core operating performance are not considered
to be part of adjusted EBITDA. Accordingly, we have revised the Registration Statement to exclude the gains on sale of real estate
and gains on sale of equity method.

Critical Accounting Policies

Common Stock Valuations, page 166

 19. In order to help facilitate our review of your accounting for
equity issuances including stock compensation and beneficial conversion features, please provide us your common stock valuation
analysis that includes quantification of significant assumptions and enterprise values for options that were granted during the
six months ended June 30, 2020. In addition, provide an analysis that supports the difference between the common stock fair value
and the preferred stock fair value, in light of preferred stock’s 1:1 conversion ratio.

Response: As for
Newegg’s common stock valuation analysis, Newegg relied upon an independent third-party valuation of its common stock with
a September 30, 2019 valuation date, which we concluded to be appropriate for option grants in June 2020. The methodologies used
and the assumptions incorporated in the valuation reflect the guidance set forth in the AICPA, Accounting and Valuation Guide,
Valuation of Privately-Held-Company Equity Securities Issued as Compensation. This independent valuation was reviewed by Newegg’s
management as reasonable evidence of the fair value of its common stock.

Enterprise and Equity Valuation

The valuation first developed
an estimate of the total enterprise value of Newegg. As Newegg is a privately held company, the valuation relied upon Market Approaches
including the Guideline Public Company Method (“GPCM”) and Guideline Transaction Method (“GTM”)
and the Discounted Cash Flow (“DCF”) Method of the Income Approach. The Market Approaches used projected fiscal
year December 31, 2019 revenues of $1.57 billion and a normalized EBITDA margin assumption of 2.5 percent of revenues, yielding
a normalized EBITDA figure of $39.3 million. The EBITDA margin assumption considered prior levels at Newegg and metrics for the
peer group firms that are most similar to Newegg.

Selected pricing multiples were
consistent with the market data observed. Enterprise value to revenues multiple of 0.175X and an enterprise value to EBITDA multiple
of 7.5X were used for both the GPCM and GTM. The multiples consider the metrics reported for the guideline firms that are most
similar to Newegg. Public company stock prices are generally believed to not incorporate the value of control of an enterprise.
As the public peers were generally larger and less risky than Newegg, a downward adjustment for the risks of Newegg would often
be appropriate. This downward adjustment was concluded to reasonably approximate an upward adjustment for a possible control premium.
The resulting preliminary enterprise value indications of $275.3 million and $294.6 million were weighted equally yielding a value
of $285.1 million. As the multiples were calculated with cash excluded, Newegg’s cash balance of $53.2 million was added
back to yield an enterprise value indication of $340 million (rounded) for both the GPCM and GTM.

U.S. Securities and Exchange Commission

December 9, 2020

Page 5

The DCF Method relied on Management
projections through 2022 which were extended several additional years by the independent appraiser. Revenue growth rates were 11
to 12 percent in the early forecast years declining to a steady state revenue growth rate of 3 percent. EBITDA margins were projected
to expand to 2.5 percent over the years of the projection. Taxes were estimated at 28 percent of EBIT. Debt-free net cash flows
(“DFNCF”) reflected the clo

United States securities and exchange commission logo
November 20, 2020
Bin Lin
Chief Executive Officer
Lianluo Smart Limited
Room 611, 6th Floor, Beikong Technology Building
No. 10 Baifuquan Road, Changping District
Beijing 102200, People’s Republic of China
Re:Lianluo Smart Limited
Registration Statement on Form F-4
Filed October 26, 2020
File No. 333-249660
Dear Mr. Lin:
            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.
Registration Statement on Form F-4
Questions and Answers About the Merger and the Special Meeting, page vi
1.Please add a question and answer describing the change in the company's business due to
the merger and disposition.  In this regard, we note that the company will be disposing of
its historical business and the business of Newegg will be the company's business post-
transaction.
2.Please add a question and answer regarding the reasons and background for the
disposition and the company's ongoing compliance issues with NASDAQ's listing
standards.
3.Please add a question and answer regarding the financial terms of the disposition.

 FirstName LastNameBin Lin
 Comapany NameLianluo Smart Limited
 November 20, 2020 Page 2
 FirstName LastNameBin Lin
Lianluo Smart Limited
November 20, 2020
Page 2
4.We note that, immediately following the merger, the company's shareholders and former
Newegg shareholders are expected to own approximately 0.98% and 99.02%,
respectively, of the post-transaction company.  Please add a question and answer
addressing the substantial dilution the company's shareholders are anticipated to
experience due to the merger transaction.  Please also disclose the implied aggregate value
of the post-transaction company that the company's shareholders will own based upon
their 0.98% ownership.
Summary, page 1
5.Please add summaries related to the reasons, background and the financial terms of the
disposition.
6.Please revise the summary and the prospectus in an appropriate location to discuss the tax
consequences of the merger transaction.  Refer to Item 4(a)(6) of Form F-4.
Unaudited Pro Forma Condensed Combined Financial Information, page 12
7.Please remove the pro forma balance sheets and pro forma statements of operations that
are not discussed in Rules 11-02(c)(1) and (2)(i) of Regulation S-X.
Unaudited Pro Forma Condensed Combined Balance Sheet as of June 30, 2020, page 13
8.Please disclose how you arrived at the pro forma adjustment to accumulated deficit, as it
differs from the company's accumulated deficit.
We may not have the ability to repurchase certain warrants, page 23
9.Please revise to quantify this potential cash liability so investors can appreciate the
magnitude of this risk.
Upon consummation of the merger, Mr. Zhitao He will beneficially own approximately 61.12%
of the voting power, page 25
10.We note that upon completion of the merger, two directors, Mr. He and Mr. Chang, will
have combined voting power of over 97% of the post-transaction company.  Please revise
this risk factor or add a new risk factor discussing the implications for minority investors
of this large ownership percentage.  Please also highlight this fact in the Ownership of
Common Shares After the Merger section on page 72 and in the Summary section on page
1.
Certain types of class or derivative actions generally available under U.S. law may not be
available, page 59
11.We note your disclosure that your amended and restated memorandum and articles of
association will have an exclusive jurisdiction clause.  Please add a risk factor discussing
this provision and include disclosure regarding the provision in the Description of

 FirstName LastNameBin Lin
 Comapany NameLianluo Smart Limited
 November 20, 2020 Page 3
 FirstName LastNameBin Lin
Lianluo Smart Limited
November 20, 2020
Page 3
Securities section on page 185.  Please also disclose whether the provision applies to
actions arising under the federal securities laws.  If the provision applies to actions arising
under the federal securities laws, please revise the applicable risk factor and prospectus
disclosure to state that it is uncertain whether a court would enforce the provision.
Background of the Merger, page 66
12.Please discuss in greater detail how the financial terms of the transaction were
determined.  Include the names of the parties involved in the negotiations and who
proposed the various financial terms.  For example, and without limitation, please discuss
how the exchange ratio was determined to include the relative ownership of the post-
transaction company between the company's shareholders and former
Newegg shareholders.  Please included enough detail so that shareholders can understand
how the financial terms of this transaction were ultimately determined.
13.We note that the company entered into a letter of intent with Newegg on May 11, 2020.
Please summarize the material terms of the letter of intent, including the financial terms.
Reports, Opinions and Appraisals, page 68
14.We note that the company provided Benchmark with a financial model of Newegg with
projected income statement data for the fiscal years 2020-2022 and a financial model
of Lianluo Connection with projected income statements for the calendar years 2020-
2023.  Please revise the proxy statement/prospectus to include the financial
projections and any material assumptions necessary to understand such projections.
15.Please revise to quantify any fees paid to Benchmark and its affiliates relating to any
material relationship that existed during the past two years between the company and its
affiliates and Benchmark and its affiliates.  Refer to Item 1015(b)(4) of Regulation M-A.
Selected Public Company Analysis, page 71
16.Please disclose the individual EV/Revenue calculations for each of the selected
companies.  Please also explain how you calculated enterprise value.  Lastly, please revise
the Precedent Transaction Analysis section in a similar manner for the selected precedent
transactions and the Selected Public Company Analysis and Precedent Transaction
Analysis sections on page 90 accordingly.
Expand private label business, page 119
17.We note your disclosure that the company offers approximately 32.6 million SKUs and
1,730 categories as of June 30, 2020 and that the Newegg Marketplace had 13,897 sellers
offering approximately 32.5 million SKUs and 1,663 categories as of June 30, 2020.
Please revise to quantify, by percentage or otherwise, the proportion of products which
fall within your private label business versus those offered by third parties.

 FirstName LastNameBin Lin
 Comapany NameLianluo Smart Limited
 November 20, 2020 Page 4
 FirstName LastNameBin Lin
Lianluo Smart Limited
November 20, 2020
Page 4
Management’s Discussion and Analysis of Financial Condition and Results of Operations for
Newegg
Non-GAAP Measures
Adjusted EBITDA, page 160
18.Please revise your disclosures to state, if true, that you also exclude income/gains that you
do not consider indicative of your core operating performance from adjusted EBITDA.
Also, tell us whether you consider gains on sales of real estate and gains on sales of equity
method investments to be indicative of your core operating performance and appropriate
for inclusion in adjusted EBITDA. Refer to the guidance in Question 100.03 of the Non-
GAAP Financial Measures Compliance and Disclosure Interpretations.
Critical Accounting Policies
Common Stock Valuations, page 166
19.In order to help facilitate our review of your accounting for equity issuances including
stock compensation and beneficial conversion features, please provide us your common
stock valuation analysis that includes quantification of significant assumptions and
enterprise values for options that were granted during the six months ended June 30,
2020.  In addition, provide an analysis that supports the difference between the common
stock fair value and the preferred stock fair value, in light of preferred stock’s 1:1
conversion ratio.
Board of Directors, page 170
20.We note that Digital Grid and certain legacy stockholders of Newegg will be entitled to
nominate directors to your board of directors.  Please clearly identify by name the
directors nominated by Digital Grid and the legacy stockholder of Newegg, respectively.
Refer to Item 6.A.5 of Form 20-F.
Director and Executive Officer Compensation, page 174
21.Please tell us whether Newegg has disclosed, or is required to disclose, in Delaware or
elsewhere the compensation of its executive officers and directors on an individual basis
for its most recently completed fiscal year.  Refer to Item 6.B.1 of Form 20-F.
Newegg, Inc.
Interim Consolidated Financial Statements
Consolidated Statements of Operations, page F-53
22.Please present net income (loss) allocable to common stockholders on the face of the
statements of operations.  Refer to SAB Topic 6.B.
(14) Net Income (Loss) per Share, page F-78
23.For the six months ended June 30, 2020, please provide us with your computations of (a)

 FirstName LastNameBin Lin
 Comapany NameLianluo Smart Limited
 November 20, 2020 Page 5
 FirstName LastNameBin Lin
Lianluo Smart Limited
November 20, 2020
Page 5
the dilutive effect of stock options in arriving at diluted weighted average shares
outstanding and (b) stock options excluded because they were anti-dilutive.  Also,
reconcile them with the options disclosed in Note 13(c).
Report of Independent Registered Public Accounting Firm, page F-84
24.Please provide an audit report that covers the retrospective adjustment that changed the
classification of Newegg’s Series A and AA convertible preferred stock to temporary
equity as described in Note 2(y).
Audited Consolidated Financial Statements
(10) Income Taxes, page F-106
25.Please provide an explanation for the significant fluctuations in the foreign withholding
tax and prior year adjustments and other that are noted in your 2019 tax rate
reconciliation.
(19) Segment Information, page F-119
26.You state that your chief operating decision maker reviews financial information
disaggregated by countries/regions.  Please provide an analysis of whether your operating
segments may be identified based on geography.  In this regard, a chief operating decision
maker may also be the segment manager for operating segments. Thus, the lack of a
separate segment manager does not preclude you from identifying separate operating
segments.  If applicable, also provide an aggregation analysis for the purpose of
identifying reportable segments. Refer to paragraphs 50-1, 50-8 and 50-11 of ASC Section
280-10-50.
27.Please disclose revenues from external customers by (a) group of similar products and
services and (b) geographical area.  Refer to paragraphs 50-40 and 50-41 of ASC Section
280-10-50.
General
28.We note that the company is a British Virgin Islands company and that Newegg is a
Delaware corporation.  Please provide the material difference information required by
Items 4(a)(4) and 4(a)(7) of Form F-4.
            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 the 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.

 FirstName LastNameBin Lin
 Comapany NameLianluo Smart Limited
 November 20, 2020 Page 6
 FirstName LastName
Bin Lin
Lianluo Smart Limited
November 20, 2020
Page 6
            You may contact Keira Nakada at 202-551-3659 or Rufus Decker at 202-551-3769 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Donald Field at 202-551-3680 or Dietrich King at 202-551-8071 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
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LIANLUO SMART LIMITED

Room 611, 6th Floor, BeiKong Technology Building

No. 10 Baifuquan Road, Changping District

Beijing 102200, People’s Republic
of China

June 4, 2020

Via EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

Attn: Abby Adams

    Re:
    Lianluo Smart Limited

Registration Statement
on Form F-1, as amended

File No. 333-237358

Dear Ms. Adams:

In
accordance with Rule 461 under the Securities Act of 1933, as amended, we hereby request the acceleration of the effective date
of the above-referenced Registration Statement of Lianluo Smart Limited (the “Company”) so that it will become
effective at 4:00 p.m., Eastern Time, on Monday, June 8, 2020, or as soon thereafter as practicable.

Please
contact Kevin (Qixiang) Sun of Bevilacqua PLLC, counsel to the Company, at (202) 869-0888, ext. 101, to provide notice of effectiveness,
or if you have any questions or concerns regarding the foregoing. We appreciate your assistance in this matter.

        Very truly yours,

        Lianluo Smart Limited

    By:

    /s/ Zhitao He

    Name:

    Zhitao He

    Title:

    Chief Executive Officer

cc: Kevin (Qixiang) Sun, Bevilacqua PLLC

March 31, 2020
Ping Chen
Chief Executive Officer
Lianluo Smart Ltd.
Room 611, 6th Floor, BeiKong Technology Building
No. 10 Baifuquan Road, Changping District
Beijing 102200, People’s Republic of China
Re:Lianluo Smart Ltd.
Registration Statement on Form F-1
Filed March 24, 2020
File No. 333-237358
Dear Mr. Chen:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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 the staff.
            Please contact William Mastrianna, Attorney-Adviser, at (202) 551-3778 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

March 1, 2019
Yingmei Yang
Interim Chief Financial Officer
Lianluo Smart Limited
Room 2108, 21st Floor
China Railway Construction Building
No. 20 Shijingshan Road, 100040, Beijing, China
Re:Lianluo Smart Limited
Form 20-F for the Fiscal Year Ended December 31, 2017
Filed April 25, 2018
File No. 001-34661
Dear Ms. Yang:
            We have completed our review of your filing.  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 the staff.
Sincerely,
Division of Corporation Finance
Office of Electronics and Machinery

CORRESP
1
filename1.htm

January 4, 2019

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549

    Attention:

    Eric Atallah

    cc:

    Martin James

    Re:

    Lianluo Smart Limited

    Form 20-F for the Fiscal Year Ended December 31, 2017

    Filed April 25, 2018

    File No. 1-34661

Gentlemen:

Lianluo Smart Limited
(the “Company” ) hereby submits this letter in response to comments from the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) in a letter dated December 20, 2018 (the
“Comment Letter”) relating to the Company’s Annual Report on Form 20-F for the fiscal year ended
December 31, 2017 and filed with the Commission on April 25, 2018. In this letter, the Company has recited the comments from the
Staff in italicized, bold type and have followed the comments with its response. The numbered paragraph below corresponds to the
numbered paragraph of the Comment Letter.

Form 20-F for the fiscal year
ended December 31, 2017

Item 3. Key Information

A. Selected Financial Data, Page
2

1. We note that you only presented selected financial data for the years ended December 31,
2015, 2016 and 2017 instead of the required five most recent financial years, and you did not explain the reasons for the omission
in the filing. Tell us why you have not provided five years of data and revise future filings to comply fully with Item 3(A) of
Form 20-F and the related instructions.

Response: In response to the Staff’s comment, the Company
respectively advises Staff that the Company plans to file an amended annual report on Form 20-F, which would revise Item 3 to present
selected financial data for five most recent financial years.

Item 5. Operating and Financial
Review Prospects

Critical Accounting Policies

Inventories, page 60

2. We note that management compares the cost of inventories with their net realizable value
and an allowance is recorded to write down the inventories to market value, if lower. We also note that from your disclosures on
page F-22 that you recorded a $73,860 inventory write-down reversal during the year ended December 31, 2017. Please address the
following:

 ● Clarify for us whether your inventory is written
down to market value or to net realizable value and explain to us how your policy is consistent with ASU 2015-11 which requires
that inventory within the scope of the guidance be measured at the lower of cost and net realizable value. Revise your disclosures
in future filings to reflect compliance with ASU 2015-11.

Response: In response
to the Staff’s comment, the Company respectfully advises the Staff that its inventories are stated at the lower of cost or net
realizable value, and its management compares the cost of inventories with the net realizable value and an allowance is made for
writing down inventories to net realizable value, if lower. The Company plans to file an amended annual report on Form 20-F to
revise the disclosures, and will revise the disclosures in future filings to reflect compliance with ASU 2015-11.

    1

 ● Describe to us the circumstances that led to
the inventory write-down reversal in fiscal 2017 and explain to us how you considered FASB ASC 330-10-35-14 and SAB Topic 5.BB
in your accounting.

Response: In response
to the Staff’s comment, the Company respectively advises the Staff, that, in compliance with SAB Topic 5BB and FASB ASC 330-10-35-14,
the Company records inventory at cost. Additionally, in compliance with FASB ASC 330-10-35-1B, the Company writes down its inventories
to net realizable value for obsolete and slow moving inventories, which create a new cost basis for inventory for subsequent accounting
purposes. The Company does not mark up impaired inventory. Any write-down reversal is due to the subsequent sale, or sales pattern
of impaired or slow moving inventory.

 ● Tell us whether you recorded any sales of previously
written-down inventory in the reported periods, and if material, revise your discussion of operating results in future filings
to quantify and discuss the impact on your gross margins.

Response:

    2017
    2016
    2015

    Inventories as of end of year, before impairment

    -  Continuing operations
      2,217,802
      208,759
      4,009,203

    -  Discontinued operations
      -
      -
      967,363

    Inventories as of end of year, after impairment

    -  Continuing operations
      2,217,802
      136,916
      3,975,114

    -  Discontinued operations
      -
      -
      -

    Sales of previously written-down inventory – continuing operations)

    Sales amount
      155,476
      5,901,667

    Cost of previously written-down inventories
      152,207
      4,767,987

    Gross profit (before deduction of any production overhead)
      3,269
      1,133,680

The Company will include in
its discussion of operating results and impact on its gross margins when the impact of sales of previously written-down inventory
is considered material in its future filings.

3. We note the significant increase in your inventory at December 31, 2017. Please address the
following:

 ● Tell us the specific methodology you employed
to assess inventory for impairment at December 31, 2017, including a description of the key assumptions and your basis for those
assumptions, and explain your basis for concluding that the carrying value of your inventory is recoverable.

Response: In response
to the Staff’s comment, the Company respectively advises the Staff that its inventories are stated at the lower of cost or net
realizable value. Net realizable value is based on estimated selling prices in the ordinary course of business less cost to sell.
These estimates are based on the current market and economic condition and the historical experience of selling products of similar
nature.

The Company assessed inventory
for impairment based on its review of the ageing and the recent selling prices of its inventories. As of December 31, 2017, major
inventory items included RMB1.35m (US$0.21m) Abdominal Pressure Cardiopulmonary Resuscitation Instrument (CPR), RMB2.55m (US$0.39m)
Third Generation Watch Mainboard (bluetooth+APP) and RMB6.06m (US$0.93m) Smart Healthy Watch (both were Sleep Apnea Diagnostic
Products), all of which were purchased (and thus aged) within a year, and with estimated selling prices higher than unit cost.
As such, the Company concluded that the carrying value of its inventory is recoverable.

    2

 ● Revise this section in future filings to discuss
the significant judgments and uncertainties involved in your accounting for inventory.

Response: In response
to the Staff’s comment, the Company respectively advises the Staff that the Company will add the following to discuss the significant
judgments and uncertainties involved in its accounting for inventory in its future filings:

“Net realizable value is
based on estimated selling prices in the ordinary course of business less cost to sell. These estimates are based on the current
market and economic condition and the historical experience of selling products of similar nature. It could change significantly
as a result of changes in customer taste and competitor actions in response to any industry downturn. The management of the Company
reassesses the estimations at the end of each reporting period.”

Report of Independent Registered
Public Accounting Firm, Page F-2

4. We note that your financial statements for the year ended December 31, 2016 were restated
due to an error in the accounting treatment of warrants issued. Please have your auditor explain to us how it considered paragraphs
.09, .16 and .17 of PCAOB Auditing Standard 2820 regarding the addition of an explanatory paragraph to its report concerning the
restatement.

Response: In response
to the Staff’s comment, the Company respectively advises the Staff that the auditor has revised their report to include all the
above-mentioned required disclosures, which is filed together with the Company’s Amendment No. 1 to its Annual Report on
Form 20-F.

Note 4 - Summary of Significant
Accounting Policies

Revenue Recognition, page F-15

5. On page 33 you disclose that you are a significant distributor in China for laryngcopes from
Timesco Healthcare Ltd. Additionally on page F-10 you disclose that you have the distribution rights for a number of international
medical equipment suppliers. Please address the following:

 ● Describe to us the arrangements under which
you undertake to be the distributor of another company’s products, and summarize for us the material terms of the agreements governing
these arrangements.

Response: In response
to the Staff’s comment, the Company respectively advises the Staff that the Company signs distribution authorisation letters with
Timesco Healthcare Ltd. (“Timesco”) annually, which states that “…. Beijing Dehair Medical Technology
Co., Ltd. to be a distributor for Timesco Healthcare Laryngoscopes in China for a period of 12 months…. We certify that
the following products will be represented by Beijing De-Haier Medical Technology Co., Ltd. for distribution: Optima range including
CLX and Eclipse blades and handles.”. There are no other specific terms stipulated in the distribution agreements or arrangements
with Timesco. The Company did not enter into any other distribution agreements in 2015, 2016 and 2017.

Pursuant to this distribution
arrangement, we incurred and recorded sales of distributed products totaled US$161,351, US$197,299 and US$276,586 for the years
ended December 31, 2017, 2016 and 2015, respectively.

    3

 ● Tell us whether you are the principal or agent
in these transactions and explain how you made that determination.

Response: In response
to the Staff’s comment, the Company is a principal in the sales of distributed products primarily based on the following determination:

    (a)
    The Company is the primary obligor in the arrangement – the Company is responsible for fulfillment, including the acceptability of the products or services ordered or purchased by the customer

    (b)
    The Company has general inventory risk – Before Customer Order Is Placed or Upon Customer Return – the Company takes title to a product before that product is ordered by a customer

    (c)
    The Company has latitude in establishing price – The Company establishes the exchange price with a customer for the product or service

    (d)
    The Company has credit risk – the Company assumes credit risk for the amount billed to the customer

    ●
    Revise your future filings to disclose your revenue recognition policy related to transactions in which you act as a distributor.

Response: In response
to the Staff’s comment, the Company respectively advises the Staff that in its future filings the Company will include the following
in its revenue recognition policy:

“The Company evaluates its
arrangements with distributors and determined that, since it is primarily obligated in the sales of distributed products, is subject
to inventory risk, has latitude in establishing prices, and assumes credit risk for the amount billed to the customer, or has several
but not all of these indicators, revenues should be recorded on a gross basis.”

* * * * * * *

    4

In addition, pursuant
to the Staff’s request, the Company hereby acknowledges 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 the staff.

Please direct your
questions or comments regarding the Company’s responses to the undersigned at +86 10 88609850 or via facsimile at +86 10
68416311.

Please also feel free
to contact our legal counsel, James Chang, at james.chang@dlapiper.com/ +86 10 8520 0608 or via facsimile at +86 10 8520 0700.
Thank you for your assistance.

    Very truly yours,

    /s/ Yingmei Yang

    Yingmei Yang

    Interim Chief Financial Officer

    Lianluo Smart Limited

    cc:

James Chang

DLA Piper

    5

December 20, 2018
Yingmei Yang
Interim Chief Financial Officer
Lianluo Smart Limited
Room 2108, 21st Floor
China Railway Construction Building
No. 20 Shijingshan Road, 100040, Beijing, China
Re:Lianluo Smart Limited
Form 20-F for the Fiscal Year Ended December 31, 2017
Filed April 25, 2018
File No. 001-34661
Dear Ms. Yang:
            We have limited our review of your filing to the financial statements and related
disclosures 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 these comments within ten business days by providing the requested
information or advise 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 to these comments, we may have additional comments.
Form 20-F for the Fiscal Year Ended December 31, 2017
Item 3. Key Information
A. Selected Financial Data, page 2
1.We note that you only presented selected financial data for the years ended December 31,
2015, 2016 and 2017 instead of the required five most recent financial years, and you did
not explain the reasons for the omission in the filing.  Tell us why you have not provided
five years of data and revise future filings to comply fully with Item 3(A) of Form 20-F
and the related instructions.

 FirstName LastNameYingmei  Yang
 Comapany NameLianluo Smart Limited
 December 20, 2018 Page 2
 FirstName LastNameYingmei  Yang
Lianluo Smart Limited
December 20, 2018
Page 2
Item 5. Operating and Financial Review Prospects
Critical Accounting Policies
Inventories, page 60
2.We note that management compares the cost of inventories with their net realizable value
and an allowance is recorded to write down the inventories to market value, if lower.  We
also note that from your disclosures on page F-22 that you recorded a $73,860 inventory
write-down reversal during the year ended December 31, 2017.  Please address the
following:

• Clarify for us whether your inventory is written down to market value or to net
realizable value and explain to us how your policy is consistent with ASU 2015-11
which requires that inventory within the scope of the guidance be measured at the
lower of cost and net realizable value. Revise your disclosures in future filings to
reflect compliance with ASU 2015-11.

•Describe to us the circumstances that led to the inventory write-down reversal in fiscal
2017 and explain to us how you considered FASB ASC 330-10-35-14 and SAB Topic
5.BB in your accounting.

•Tell us whether you recorded any sales of previously written-down inventory in the
reported periods, and if material, revise your discussion of operating results in future
filings to quantify and discuss the impact on your gross margins.
3.We note the significant increase in your inventory at December 31, 2017.  Please address
the following:

•Tell us the specific methodology you employed to assess inventory for impairment at
December 31, 2017, including a description of the key assumptions and your basis for
those assumptions, and explain your basis for concluding that the carrying value of
your inventory is recoverable.

•Revise this section in future filings to discuss the significant judgments and
uncertainties involved in your accounting for inventory.
Report of Independent Registered Public Accounting Firm, page F-2
4.We note that your financial statements for the year ended December 31, 2016 were
restated due to an error in the accounting treatment of warrants issued.  Please have your
auditor explain to us how it considered paragraphs .09, .16 and .17 of PCAOB Auditing
Standard 2820 regarding the addition of an explanatory paragraph to its report concerning
the restatement.

 FirstName LastNameYingmei  Yang
 Comapany NameLianluo Smart Limited
 December 20, 2018 Page 3
 FirstName LastName
Yingmei  Yang
Lianluo Smart Limited
December 20, 2018
Page 3
Note 4 - Summary of Significant Accounting Policies
Revenue Recognition, page F-15
5.On page 33 you disclose that you are a significant distributor in China for laryngcopes
from Timesco Healthcare Ltd.  Additionally on page F-10 you disclose that you have the
distribution rights for a number of international medical equipment suppliers.    Please
address the following:

•Describe  to us the arrangements under which you undertake to be the distributor of
another company's products, and summarize for us the material terms of the
agreements governing these arrangements.

•Tell us whether you are the principal or agent in these transactions and explain how
you made that determination.

•Revise your future filings to disclose your revenue recognition policy related to
transactions in which you act as a distributor.
            In closing, 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 the staff.
            You may contact Eric Atallah at (202)-551-3663 or Martin James, Senior Assistant Chief
Accountant, at (202) 551-3671 with any questions.
Sincerely,
Division of Corporation Finance
Office of Electronics and Machinery

CORRESP
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November 6, 2018

VIA EDGAR

Eric Atallah

Division of Corporation Finance

Office of Electronics and Machinery

Securities and Exchange Commission

Mail Stop 3030

100 F Street, N.E.

Washington, D.C. 20549

 Re: Lianluo Smart Ltd

Registration
Statement on Form F-3

Filed October
15, 2018

Amendment No.1
to Registration Statement on Form F-3

Filed October
31, 2018

File Number
333-227817

Dear Mr. Atallah:

On behalf of Lianluo
Smart Ltd (the “Company”) and pursuant to Rule 461 under the Securities Act of 1933, we respectfully request acceleration
of effectiveness of the above-referenced registration statement for November 8, 2018 at 5:00 p.m., Eastern Time,
or as soon thereafter as practicable. In connection with the foregoing, the Company hereby acknowledges that:

 ● Should the Commission
or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission 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 this action as defense in any proceeding initiated by the Commission or any person under the federal securities laws of
the United States.

Please confirm the date
and time of effectiveness of the registration statement to Yang Ge, Esq. at DLA Piper LLP, our counsel, who can be reached by phone
at +86 (10) 8520-0616.

    Very truly yours,

    Lianluo Smart Ltd

        /s/ Ping
        Chen

    Ping Chen

    Chief Executive Officer

November 2, 2018
Ping Chen
Chief Executive Officer
Lianluo Smart Limited
Room 2108, 21st Floor
China Railway Construction Building
No. 20 Shijingshan Road, 100040, Beijing, China
Re:Lianluo Smart Limited
Registration Statement on Form F-3
Filed October 15, 2018
Amendment No. 1 to Registration Statement on Form F-3
Filed October 31, 2018
File No. 333-227817
Dear Mr. Chen:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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 the staff.
            Please contact Eric Atallah at (202) 551-3663 with any questions.
Sincerely,
Division of Corporation Finance
Office of Electronics and Machinery
cc:       Yang Ge

CORRESP
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October 24, 2017

VIA EDGAR

Tom Jones

Division of Corporation Finance

Office of Electronics and Machinery

Securities and Exchange Commission

Mail Stop 3030

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Lianluo Smart Ltd

Registration Statement on Form
F-3

Filed October 2, 2017

File Number 333-220758

Dear Mr. Jones:

On behalf of Lianluo Smart Ltd (the “Company”)
and pursuant to Rule 461 under the Securities Act of 1933, we respectfully request acceleration of effectiveness of the above-referenced
registration statement for October 26, 2017 at 5:00 p.m., Eastern Time, or as soon thereafter as practicable. In connection
with the foregoing, the Company hereby acknowledges that:

 • Should the Commission
or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission 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 this action as defense in any proceeding initiated by the Commission or any person under the federal securities laws of
the United States.

Please confirm the date and time of effectiveness
of the registration statement to Anthony W. Basch at Kaufman & Canoles, our counsel, who can be reached by phone at (804) 771-5725
or by fax at (888) 360-9092.

    Very truly yours,

    Lianluo Smart Ltd

        /s/ Ping Chen

    Ping Chen

    Chief Executive Officer

Mail Stop 3030
October 12, 2017

Via E -mail
Ping Chen
Chief Executive Officer
Lianluo Smart Limited
Room 2108, 21st Floor
China Railway Construction Building
No. 20 Shijingshan  Road, 100040, Beijing, China

Re: Lianluo Smart Limited
Registration Statement on Form F-3
Filed October 2, 2017
 File No. 333 -220758

Dear M r. Chen :

This is to advise you that we have not reviewed and will not review your registration
statement .

Please refer to Rules 460 and 461 regarding requests for acceleration.  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 the staff.

Please contact Tom Jones at (202) 551 -3602 with any questions.

Sincerely,

 /s/ Tom Jones for

 Amanda Ravitz
Assistant Director
        Office of Electronics and Machinery

cc: Anthony W. Basch, Esq.

CORRESP
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Correspondence

 Dehaier Medical Systems Limited

 March 25, 2010

 VIA EDGAR

 Daniel Morris, Esq.

 Special Counsel

 Division of Corporation Finance

 Securities and
Exchange Commission

 Mail Stop 3030

 100 F Street, N.E.

 Washington, D.C. 20549

Re:
Dehaier Medical Systems Limited

 Registration Statement on Form S-1, as amended

 File Number 333-163041

 Dear Mr. Morris:

 On behalf
of Dehaier Medical Systems Limited (the “Company”) and pursuant to Rule 461 under the Securities Act of 1933, as amended, we respectfully request acceleration of effectiveness of the above-referenced registration statement for
March 26, 2010 at 5:00 p.m., Eastern Time, or as soon thereafter as practicable. In connection with the foregoing, the Company hereby acknowledges that:

•

 Should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission 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 this action as defense in any proceeding initiated by the Commission or any person under the federal securities laws of the
United States.

 Please confirm the date and time of effectiveness of the registration statement to Anthony
W. Basch at Kaufman & Canoles, our counsel, who can be reached by phone at (804) 771-5725 or by fax at (804) 771-5777.

Very truly yours,

DEHAIER MEDICAL SYSTEMS LIMITED

 /s/ Ping Chen

Ping Chen

Chief Executive Officer

(Principal Executive Officer)

 March 25, 2010

 VIA EDGAR

 Daniel Morris, Esq.

 Special Counsel

 Division of Corporation Finance

 Securities and Exchange Commission

 Mail Stop 3030

 100 F Street, N.E.

 Washington, D.C. 20549

Re:

Dehaier Medical Systems Limited

Registration Statement on Form S-1, as amended

File Number 333-163041

 Dear Mr. Morris:

 Pursuant to Section 8(a) of the Securities Act of 1933, as amended, and Rule 461 promulgated thereunder, the undersigned, as the
placement agent for the above-captioned proposed offering, joins the acceleration request of Dehaier Medical Systems Limited and hereby requests acceleration of the effective date of the above-captioned Registration Statement to 5:00p.m., Eastern
Daylight Time, on March 26, 2010 or as soon thereafter as practicable.

 In connection with this request, the undersigned
acknowledges as follows:

•

 should the Securities and Exchange Commission (“SEC”) or the staff of the SEC, acting pursuant to delegated authority, declare the filing
effective, it does not foreclose the SEC from taking any action with respect to the filing;

•

 the action of the SEC or the staff of the SEC, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the
undersigned from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

•

 the undersigned may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the SEC or any person
under the federal securities laws of the United States.

 The undersigned is aware of its responsibilities
under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offering of the securities referred to in the captioned registration statement.

 A copy of a letter from the Financial Industry Regulatory Authority (“FINRA”)
dated March 17, 2010, to the effect that FINRA has no objection to the underwriting compensation arrangements, is attached.

 Copies of the Preliminary Prospectus dated March 22, 2010 have been or will be made available in sufficient time for distribution to all prospective purchasers no less than 48 hours before it is expected confirmations will be mailed.
The undersigned will comply with Rule 15c2-8 under the 1934 Act.

 In connection with the foregoing, please be advised that the
undersigned expects to distribute approximately the following number of copies of the Preliminary Prospectus dated March 22, 2010:

 Anderson & Strudwick, Inc. (Internal Use)

25

 Individuals, corporations and other entities

2,200

2,225

Sincerely,

ANDERSON & STRUDWICK, INCORPORATED

By:

 /s/ L. McCarthy Downs III

L. McCarthy Downs III

Senior Vice President

 2

 SEC or Other Reviewing Authority Filing Date: November 12, 2009

Type of Notification: No Objections

Date of Notice: March 17, 2010

 FINRA Clearance Date: March 04, 2010

 Department Telephone Number: 240-386-4623

 First Reviewer: Sandra Larranaga

 Second Reviewer: Gabriela Aguero

 Participating Member(s):

•

 Anderson & Strudwick, Incorporated

Distribution Method: Best Efforts

Offering Class: Corporate Equity

Offering Type: 5110

 SEC #: 333-163041

 CIK #: 0001474627

Attention: Zachary B. Ring

Firm Name: Kaufman & Canoles, P.C.

 Documents Reviewed:

 SEC Filed Documents:

 Filing Date

 Document Name

 Amendment Number

 • 3/15/2010

Pre-Effective Amendment with Exhibits

 6

 • 3/4/2010

Pre-Effective Amendment with Exhibits

 5

 • 2/16/2010

Pre-Effective Amendment with Exhibits

 4

 • 2/5/2010

Pre-Effective Amendment with Exhibits

 3

 • 1/20/2010

Pre-Effective Amendment with Exhibits

 2

 • 12/23/2009

Pre-Effective Amendment with Exhibits

 1

 • 11/12/2009

Registration Statement with Exhibits

 Non SEC Filed Documents:

 Filing Date

 Document Name

 Amendment Number

 •3/17/2010

Executed Engagement ltr amendment.pdf

 •3/15/2010

6A redline.doc

 •3/5/2010

DHRM_First_Amendment_to_Engagement_Letter_(revised_3-5)[1].DOC

 •3/4/2010

5th Amendment Redline.doc

 •3/4/2010

DHRM First Amendment to Engagement Letter (revised 3-4).DOC

 •3/3/2010

DHRM First Amendment to Engagement Letter (revised).DOC

 •2/17/2010

DHRM redline 4A against 3A.doc

 •2/5/2010

Dehaier 3rd Amendment Redline.doc

 •1/26/2010

DHRM First Amendment to Engagement Letter.DOC

 •1/20/2010

DHRM Redline - Amendment 1 vs Amendment 2.doc

 •1/20/2010

Dehaier Amended Form Lock Up.doc

 •12/23/2009

Response to FINRA Comments 12-23-09.pdf

 •12/22/2009

Dehaier Escrow Agreement.doc

 •12/22/2009

Dehaier Engagement Letter 8-19-09.pdf

 •11/12/2009

Dehaier Form PA Lock-Up.doc

 •11/12/2009

Dehaier Form Warrant Agreement.DOC

 •11/12/2009

Dehaier Form Lock-up.doc

 •11/12/2009

Dehaier Form Placement Agreement.doc

 •11/12/2009

Dehaier Engagement Letter 10-24-09.pdf

 This will confirm that based on the information contained in the above documents, the Department decided to raise
no objections with respect to the fairness and reasonableness of the underwriting terms and arrangements as proposed in such documents.

 You
should note that the Department also requires any amendments to the above documents, including a specific notification as to any change(s) in the public offering price and/or number of shares prior to or at the time of pricing and a copy of the
final prospectus to be filed on a timely basis for review. If such amendments or prospectus indicate a modification of the terms and arrangements of the proposed offering, further review may result in a change in the Department’s determination.

 This is an advisory opinion of the Department’s staff based on the information as presented to FINRA in connection with this offering.
This opinion should not be deemed a precedent with respect to the fairness and reasonableness of the terms and arrangements of any other offering. This opinion relates solely to the NASD rules governing underwriting terms and arrangements and does
not purport to express any determination of compliance with other NASD statutory or regulatory requirements.

CORRESP
1
filename1.htm

Correspondence

 Dehaier Medical Systems Limited

 March 25, 2010

 By EDGAR and U.S. Mail

 Daniel Morris, Esq.

 Special Counsel

Division of Corporation Finance

 Securities and
Exchange Commission

 Mail Stop 3030

 100 F Street, N.E.

 Washington, D.C. 20549

 Re:

Dehaier Medical Systems Limited

Registration on Form S-1 (File No: 333-163041)

 Dear
Mr. Morris:

 Dehaier Medical Systems Limited, a British Virgin Islands company (“Dehaier”) writes to advise you supplementally
that it has filed with its registration statement on Form S-1 (File No. 333-163041) all financial statements that are required by Rule 8-08 of Regulation S-X. In particular, Dehaier advises (i) that it meets all of the conditions under
Rule 8-08(b); (ii) that audited financial statements are not yet available under Rule 8-08(a); (iii) that Dehaier is not aware of any significant adjustment, impairment, trend or other matter that has occurred since September 30, 2009
that would need to be presented in the recent developments section of the registration statement; and (iv) there has been no adverse change in financial condition or results of operations since September 30, 2009.

Sincerely,

/s/ Zheng (Rita) Liu

Zheng (Rita) Liu

Chief Financial Officer

(Principal Financial and Accounting Officer)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

         DIVISION OF
CORPORATION FINANCE

Mail Stop 3030         February 25, 2010   CT Corporation System 111 Eighth Avenue New York, New York 10011
Re: Dehaier Medical Systems Limited
 Amendment No. 4 to Registra tion Statement on Form S-1
Filed February 16, 2010
 File No. 333-163041

Ladies and Gentlemen:

We have reviewed your filing and your  response dated February 16, 2010 and
have the following comments.  Where in dicated, we think you should revise your
document in response to these comments.  If you disagree, we will consider your explanation as to why our comment is inappl icable or a revision is unnecessary.  Please
be as detailed as necessary in your explanat ion.  In some of our comments, we may ask
you to provide us with information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.

Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

General

1. With respect to your response to prior comment 1, we note that your website at www.chinadhr.com is currently non-functi onal. Please advise or revise the
registration statement to rem ove reference to the website.

CT Corporation System
As agent for Dehaier Medical Systems Limited
February 25, 2010 Page 2  Assembly, page 3

 2. We note your response to our prior comment  3 and your disclosure on page 3 that
no other companies distribute your final branded products except for Friend of
Health.  However, on page 1, you estim ate that 90% of your sales are to
distributors.  Please revise to  clarify.  Also, please confir m, if true, that you have
disclosed all material differences between  your relationship with Friend of Health
and your relationships with other distributors.
 Make-Good Escrow, page 9

 3. We note your response to prior comment 6.  Please revise your disclosure on page
9 and under the heading “Market and Pr icing Considerations” on page 101 to
clearly and succinctly state how the mu ltiple was used to determine the 2010
earnings target and the per share offering price, respectively.
 We sell our products primarily to distributors…, page 13

 4. Please revise to disclose if any pena lties will be incurred by Dehaier if the
company terminates a relationship with a distributor for underperformance.  Please also revise to clar ify whether a distributor ca n terminate its relationship
with Dehaier without penalty.
 We have applied to list our co mmon shares for trading…, page 27

 5. We note your response to our prior comment 11.  Please revise the heading of this risk factor to clarify that while you belie ve that you currently  meet the objective
net income test, you have not yet been informed that you have been accepted for listing on the NASDAQ Capital Market.
 Recent Corporate Developments, page 57

 6. We note the disclosure iden tified in your response to prior comment 2.  However,
if you intend to request acceleration pr ior to the inclusion of your financial
statements for the year ended Decem ber 31, 2009, please include a recent
developments section that summarizes your financial condition and results of
operations for the recently completed quarter and fiscal year and specifically discuss any unusual transactions, events or trends. To the extent that this
information is not currently available, then please indicate as such.

CT Corporation System
As agent for Dehaier Medical Systems Limited
February 25, 2010 Page 3  Executive Compensation, page 77

 7. Please revise to update your disclosure. Refer to Item 402 of Regulation S-K.
 Related Party Transactions, page 82

 8. We note your response to our prior comment 4 and re-issue in part.  Please revise
your disclosure under the heading “Related  Party Transactions ” to provide the
information required by Item 404 of Re gulation S-K with respect to any
agreements or arrangements between BTL, BDL, and Dehaier.  For example, and without limitation, you should disclose th e name of the related person and the
related person’s interest in  the transaction, the approximate dollar value of the
amount involved in the transaction, the largest amount of principal outstanding on the loans, the amount of de bt outstanding as of the la test practicable date, the
amount of principal paid, and whether B TL will continue to make payments if
BDL defaults on its bank loan.  Re fer to Item 404 of Regulation S-K.
 Tax Matters Applicable to U.S Ho lders Of Our Common Stock, page 94

 9. Please revise this section to clarify th at counsel has provide d a discussion of,
rather than a description of, all material tax consequences.

People’s Republic of China Enterprise Taxation, page 94

10. The first paragraph of this section stat es that the disclosure is designed to
“highlight” enterprise-level taxation.  Please delete th e first paragraph of this
section or revise to clarify that this  section discusses all material PRC tax
consequences.  The discussion is counsel’s opinion, therefore, it is not appropriate
to state that tax issues are merely highlighted.
 Consolidated Financial Statements

Note 2.  Summary of Significant Accounting Policies
Basis of Consolidation, page F-7
 11. We note your response to prior comment 17 that Dehaier, BDL and BTL were
under common control at the time BDL and BTL were initially consolidated with
Dehaier since Mr. Chen owned more than 50% of the voting ownership interest of
Dehaier, BDL and BTL.  We also se e that on October 31, 2009 each share of
preferred stock was converted into comm on shares on a 1-to-1  basis and those
entities do not appear to be under comm on control subsequent to October 31,
2009.  Please tell us how you considered wh ether the conversion of the shares was
a reconsideration event under FASB ASC 810-10-25-39 which would require you
to reconsider whether BDL continues to be the primary beneficiary under the new circumstances.

CT Corporation System
As agent for Dehaier Medical Systems Limited
February 25, 2010 Page 4   Exhibits

Exhibit 5.1

12. We note your response to prior comment 22. However, the language from “… and
we express no opinion...” to the end of the third paragraph appears to be intended
to limit your opinion.  Please explain or revi se to provide an unqualified opinion.
Please also note that we were unable to lo cate revisions to the third paragraph of
exhibit 5.2 which should also be revised to  provide an unqualified opinion as to
British Virgin Islands law.

Exhibit 5.2

13. Revise to opine that the secu rities will be duly authorized.

14. We note your response to prior comment 20 and reissue that comment in part.
With respect to exhibit 5.2, remove overbroad assumptions, including those
related to company meetings and resolutions and the absence of prohibitions.  Note that the examples cited are no t intended as an exhaustive list.

15. Please delete the second-to- last paragraph of the opini on or tell us why it is
necessary to the opinion rendered.

Exhibits 8.1, 8.2 and 8.3

 16. Please revise the exhibit 8 short-form opinions to clearly state that the discussion in the tax consequences section of the prospectus is counsel’s opinion. It is not
appropriate for the short-form opinion to  state that the statements in the
prospectus are accurate in all material re spects or are an accurate summary or
discussion of the tax consequences.
 17. The opinions state that counsel assumes no obligation to revise or supplement the
exhibit 8 opinions in the event of any change s in law or fact arising after the date
thereof.  Implications that the opinion does not speak as of the effective date are inappropriate.  Please revise.

As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendmen t and responses to our comments.

CT Corporation System
As agent for Dehaier Medical Systems Limited
February 25, 2010 Page 5
* * *
 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 all in formation required under
the Securities Act of 1933 and that they have  provided all information investors require
for an informed investment decision.  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 adequacy of the disclosures they have made.
   Notwithstanding our comments, in the even t the company requests acceleration of
the effective date of the pending registration statement, it should furnish a letter, at the time of such request, acknowledging that:
‚ should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission 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 comment s and the declaration of effectiveness
as a defense in any proceeding initiat ed by the Commission or any person under
the federal securities laws of the United States.

 In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.
We will consider a written request for acceleration of the effective date of the
registration statement as conf irmation of the fact that t hose requesting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the
securities specified in the above registration statement.  We will act  on the request and,
pursuant to delegated authority, grant acce leration of the effective date.
 We direct your attention to Rules 46 0 and 461 regarding requesting acceleration
of a registration statement.  Please allow ad equate time after the filing of any amendment
for further review before submitting a request for acceleration.  Please provide this request at least two business days in a dvance of the requested effective date.
 You may contact Kristin Lochhead at (202) 551-3664 or Brain Cascio,
Accounting Branch Chief at (202) 551-3676 if you have questions regarding comments

CT Corporation System
As agent for Dehaier Medical Systems Limited  February 25, 2010 Page 6  on the financial statements and related matters .  Please contact Alli cia Lam at (202) 551-
3316 or me at (202) 551-3314 with any other questions.

     S i n c e r e l y ,

 Daniel Morris
Special Counsel
 cc (by facsimile): Anthony W. Ba sch – Kaufman & Canoles, P.C.

CORRESP
1
filename1.htm

Correspondence

 Dehaier Medical Systems Limited

 March 24, 2010

 By EDGAR and U.S. Mail

 Daniel Morris, Esq.

 Special Counsel

Division of Corporation Finance

 Securities and
Exchange Commission

 Mail Stop 3030

 100 F Street, N.E.

 Washington, D.C. 20549

Re:
Dehaier Medical Systems Limited

 Registration on Form S-1 (File No: 333-163041)

 Dear Mr. Morris:

 Dehaier Medical Systems Limited, a British Virgin Islands company (“Dehaier”) writes to advise you supplementally that it has filed with its registration statement on Form S-1 (File
No. 333-163041) all financial statements that are required by Rule 8-08 of Regulation S-X. In particular, Dehaier advises (i) that it meets all of the conditions under Rule 8-08(b); (ii) that audited financial statements are not yet
available under Rule 8-08(a); and (iii) that Dehaier is not aware of any significant adjustment, impairment, trend or other matter that has occurred since September 30, 2009 that would need to be presented in the recent developments
section of the registration statement.

Sincerely,

 /s/ Zheng (Rita) Liu

Zheng (Rita) Liu

Chief Financial Officer

(Principal Financial and Accounting Officer)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

         DIVISION OF
CORPORATION FINANCE
Mail Stop 3030         March 16, 2010   CT Corporation System 111 Eighth Avenue New York, New York 10011
Re: Dehaier Medical Systems Limited
 Amendment No. 6 to Registra tion Statement on Form S-1
Filed March 12, 2010
 File No. 333-163041

Ladies and Gentlemen:

We have reviewed your filing and your response dated March 12, 2010 and have
the following comments.  Where indicated, we  think you should revise your document in
response to these comments.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revisi on is unnecessary.  Please be as detailed as
necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  Af ter reviewing this
information, we may raise additional comments.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Principal Shareholders, page 83

1. We note your response to prior comment 1. Although Ms. Lou and Mr. Qiu are board representatives, it is unclear th at these individuals exercise voting and
dispositive control over the shares held by De-haier Investment Holdings, Ltd.
Rather, it would appear th at Milestone Capital Management, Limited, exercises
voting and/or dispositive control over the shares held by De-haier Investment Holdings, Ltd.  Please advise and, as a ppropriate, revise footnote (5).

CT Corporation System
As agent for Dehaier Medical Systems Limited
March 16, 2010 Page 2  Exhibit 8.3

 2. We note that counsel consents to the us e of “[its] name under the caption in the
Registration Statement.”  Please revise to clarify that counsel consents to being
named in the registration statement.

As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendmen t and responses to our comments.
 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 all in formation required under
the Securities Act of 1933 and that they have  provided all information investors require
for an informed investment decision.  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 adequacy of the disclosures they have made.

Notwithstanding our comments, in the even t the company requests acceleration of
the effective date of the pending registration statement, it should furnish a letter, at the time of such request, acknowledging that:
‚ should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission 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 comment s and the declaration of effectiveness
as a defense in any proceeding initiat ed by the Commission or any person under
the federal securities laws of the United States.
  In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.
We will consider a written request for acceleration of the effective date of the
registration statement as conf irmation of the fact that t hose requesting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the

CT Corporation System
As agent for Dehaier Medical Systems Limited  March 16, 2010 Page 3  securities specified in the above registration statement.  We will act  on the request and,
pursuant to delegated authority, grant acce leration of the effective date.
 We direct your attention to Rules 46 0 and 461 regarding requesting acceleration
of a registration statement.  Please allow ad equate time after the filing of any amendment
for further review before submitting a request for acceleration.  Please provide this request at least two business days in a dvance of the requested effective date.
 Please contact Allicia Lam at (202) 5 51-3316 or me at (202) 551-3314 with any
questions.

     S i n c e r e l y ,

 Daniel Morris
Special Counsel
 cc (by facsimile): Anthony W. Ba sch – Kaufman & Canoles, P.C.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

         DIVISION OF
CORPORATION FINANCE
Mail Stop 3030
        March 9, 2010   CT Corporation System 111 Eighth Avenue New York, New York 10011
Re: Dehaier Medical Systems Limited
 Amendment No. 5 to Registra tion Statement on Form S-1
Filed March 3, 2010
 File No. 333-163041
Ladies and Gentlemen:

We have reviewed your filing and your response dated March 3, 2010 and have
the following comments.  Where indicated, we  think you should revise your document in
response to these comments.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revisi on is unnecessary.  Please be as detailed as
necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  Af ter reviewing this
information, we may raise additional comments.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

General

1. We note your response to prior comment 1. The website has been revised to state
that you closed a Series A financing round with Milestone Capital Management in
2003.   The registration statement doe s not identify Milestone Capital
Management as a participant in the Series  A round and does not appear to identify
Milestone Capital Management or affiliates of Milestone Capital Management as  beneficial owners.  Please explain and, as applicable, revise the registration
statement.

CT Corporation System
As agent for Dehaier Medical Systems Limited
March 9, 2010 Page 2  2. We are unable to reconcile your response to  prior comment 3 with your disclosure
in the registration statement as it app ears that you are us ing inconsistent
terminology. Revise for consistency and clarity.
 Prior Related Party Transactions, page 82

 3. We note your response to prior comment 8 and reissue in part. Note that your
disclosure should describe the material terms of each related party transaction.
For example, you should:
• disclose the addresses of the two pr operties mentioned in the first and
second paragraphs of this section;
• disclose, if true, that you did not ente r into any written agreements related
to the restructuring or co nversion or, alternatively, please file these related
party agreements;
• disclose the amount, interest rate and term of the loan (referenced in the
first sentence of the fourth paragraph) secured by BTL’s property; and
• revise the fourth sentence of the four th paragraph to disclose that BDL and
BTL have entered into the Loss Absorp tion Agreement and to disclose the
material terms of such agreement,  including that BD L will guarantee all
contracts of BTL, the duration of th e agreement and the requirement that
BDL provide prior written consent for transactions entered into by BTL.
 4. We note the revised disclosure  in the final two sentences  of the fourth paragraph
of this section.  It appears that BTL relies on loans from BDL to finance its
operations, therefore, it is unclear how BTL will continue to make payments on
BDL’s bank loans should BDL default. Please clarify.

Consolidated Financial Statements

Note 2.  Summary of Significant Accounting Policies, page F-7
Basis of Consolidation, page F-7
5. Please revise to state, similar to your response to prior comment 11, that
subsequent to the conversion of the preferred shares on October 31, 2009, you re-
analyzed whether BDL continued to be  the primary beneficiary of BTL and
determined that under ASB ASC 810, BDL is still considered the primary beneficiary of BTL.  Please also similarly revise the di sclosure on page 45 within
critical accounting policies.

Exhibit 5.2

6. We note your response to prior comment 14.  Refer to the second-to-last paragraph of the opinion.  Please tell us why registra tion in the register of
members (shareholders) is necessary to your opinion or remove this language.

CT Corporation System
As agent for Dehaier Medical Systems Limited
March 9, 2010 Page 3
As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendmen t and responses to our comments.
 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 all in formation required under
the Securities Act of 1933 and that they have  provided all information investors require
for an informed investment decision.  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 adequacy of the disclosures they have made.
   Notwithstanding our comments, in the even t the company requests acceleration of
the effective date of the pending registration statement, it should furnish a letter, at the time of such request, acknowledging that:
‚ should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission 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 comment s and the declaration of effectiveness
as a defense in any proceeding initiat ed by the Commission or any person under
the federal securities laws of the United States.
  In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.
We will consider a written request for acceleration of the effective date of the
registration statement as conf irmation of the fact that t hose requesting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the
securities specified in the above registration statement.  We will act  on the request and,
pursuant to delegated authority, grant acce leration of the effective date.
 We direct your attention to Rules 46 0 and 461 regarding requesting acceleration
of a registration statement.  Please allow ad equate time after the filing of any amendment

CT Corporation System
As agent for Dehaier Medical Systems Limited  March 9, 2010 Page 4  for further review before submitting a request for acceleration.  Please provide this request at least two business days in a dvance of the requested effective date.
 You may contact Kristin Lochhead at (202) 551-3664 or Brian Cascio,
Accounting Branch Chief at (202) 551-3676 if you have questions regarding comments
on the financial statements and related matters .  Please contact Alli cia Lam at (202) 551-
3316 or me at (202) 551-3314 with any other questions.

     S i n c e r e l y ,

 Daniel Morris
Special Counsel
 cc (by facsimile): Anthony W. Basch, Esq. – Kaufman & Canoles, P.C.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

         DIVISION OF
CORPORATION FINANCE
Mail Stop 3030         February 9, 2010   CT Corporation System 111 Eighth Avenue New York, New York 10011
Re: Dehaier Medical Systems Limited
 Amendment No. 3 to Registra tion Statement on Form S-1
Filed February 4, 2010
 File No. 333-163041
Ladies and Gentlemen:

We have reviewed your filing and your response dated February 4, 2010 and have
the following comments.  Where indicated, we  think you should revise your document in
response to these comments.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revisi on is unnecessary.  Please be as detailed as
necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  Af ter reviewing this
information, we may raise additional comments.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.
 General

 1. We are unable to reconcile your response to  prior comment 1 with your disclosure
in the registration statement. In this regard, we note:

• your statement that the website at
http://www.dehaier.com.cn/dhrweb/a bouten.aspx (referred to as the
“website”) has been corrected to re fer to the business development of
Dehaier.  We are unable to locate th ese revisions as it appears that the
website is currently non-f unctional.  Please advise.

CT Corporation System
As agent for Dehaier Medical Systems Limited  February 9, 2010 Page 2
• that the website stated that Beiji ng Dehaier Medical Technology Co., Ltd.
was established in 1991.  However, on page 5 of the prospectus you state
that your operating subsidiary, which appears to bear the same name, was
established on September 24, 2003.  Please reconcile.

• your statement that the developmenta l history presented on the website
"related to Mr. Chen's endeavors prio r to forming Dehaier."  However, the
developmental history that appeared on the website covered the period from
1991 to 2005.  This period extends beyond the formation of BTL (in 2001),
BDL (in 2003) and Dehaier (in 2003).  Pl ease explain the periods of overlap
and revise to reconcile, as appropriate.

• that the website stated that in 2003 the company was "[i]ntroduced in
venture investment and became a high-tech  joint venture enterprise."  This
would appear to coincide with the fo rmation of Dehaier in 2003.  Please
more clearly explain the relationship between the company established in
1991 and Dehaier (and its affiliates, including BTL and BDL).  In your
response, please tell us whether the company established in 1991 was involved in the formation of Dehaier (or its affiliates, including BTL and
BDL).

Please provide a separate and detailed re sponse to each of th e bullets set forth
above.
 2. We note your response to prior comment 2;  however, we are una ble to locate your
recent developments section.  An appropria te recent developments section should
discuss your operations and any relevant tr ends that you have identified since the
date of the most recent financial st atements included in your registration
statement.  It is not sufficient to merely  state that you have continued to operate
your business.
 Assembly, page 3

 3. We note your revisions in response to our  prior comment 7.  You state that in
some cases, you assemble components that must be incorporated into final products by other companies.  Please cl arify whether those final products are
considered your branded products or your distributed products.  In addition, disclose whether any of these products ar e distributed by other companies.  As
appropriate, revise the first paragraph under Our Company on page 1 and the disclosure in your Descripti on of Business section to desc ribe this aspect of your
business.

CT Corporation System
As agent for Dehaier Medical Systems Limited  February 9, 2010 Page 3  Our Structure, page 7

 4. We note your response to prior comment 8 and re-issue in part.  Please revise
your disclosure under the heading "Related  Party Transactions " to provide the
information required by Item 404 with respec t to any agreements or arrangements
between BTL, BDL and Dehaier, including working capital loans.  For example,
and without limitation, please revise to desc ribe whether interest will be paid by
BTL, the repayment schedule for the loan s, and whether BTL will continue to
make repayments if BDL defaults on its bank loans.  In addi tion, please revise to
identify the building owned by BTL whic h is pledged as collateral and the
specific bank loans for which the building is  pledged as collateral.  Alternatively,
please tell us why you believe that revisions are unnecessary.

5. We reference prior comment 9.  We see th at you continue to  state that BTL’s
sales are included in Dehaier’s total sales when it appears that the service income is not included within total sales but rath er within other operating income.  Please
clarify.
 Make-Good Escrow, page 9

 6. We note your response to our prior comment 11; however, please revise to clarify
when the shares will be placed into es crow.  Additionally, we note your revised
disclosure that your  agreement with your placemen t agent to value the company
based on a multiple of 6.6 times your af ter-tax earnings for the year ended
December 31, 2010 is subject to the terms of the Make-Good Escrow agreement.
Please revise to clarify how the valua tion set forth in the placement agent
agreement is subject to the terms of the Make-Good Escrow agreement.
 7. Please tell us whether the earnings per share figure set forth in the second paragraph of this section is an earnings projection or merely the threshold to be
achieved in order to fully re lease the Make-Good shares.
 Risk Factors, page 12

We sell our products primarily to distributors…, page 13
 8. We note your response to our prior comment 6 and reissue in part.  Please revise
to clarify whether products are purcha sed by distributors on consignment and
returned if not sold or if distributors purchase all products ordered regardless of
whether the products are ultimately sold.  In  addition, please revise to clarify the
meaning of the term “underperforming.”  For example, it appears that your form
of distribution agreement contains a provi sion setting forth an annual sales target.
Is performance (or underperformance) judge d solely by reference to that objective
measure? Alternatively, please disclose the types of underperformance for which
the company may terminate the contract.

CT Corporation System
As agent for Dehaier Medical Systems Limited  February 9, 2010 Page 4  BDL is also required to allocate a portion…, page 24

 9. We note your response to prior comment 13.  Please disclose the amount of the
fine, if material.
 10. Please create a separate risk factor for th e last paragraph of th is risk factor or
revise the heading of this risk factor to  reflect the risks you discuss in the last
paragraph.
 If our financial conditio n deteriorates…, page 27

 11. We note your response to our prior comme nt 14.  However, we cannot concur
with your response and reissue our prior comm ent.  The heading of this risk factor
implies that you would fail to meet in itial listing standa rds on the NASDAQ
Capital Market only if your fi nancial condition deteriorates.  Revise the risk factor
heading to convey the substance of your response to prior comment 14.

12. In the final paragraph of  your response to prior comment 14, you state that you
will not request effectiveness  of the registration stat ement until you have been
notified that your application has been accepted for listing.  However, you state in
the registration statement that you will not close the offering  until you have been
notified that your application has been accepted for listing.  Please reconcile.
 Principal Suppliers – Our Branded Products, page 63

 13. We note your response to our prior comment  16.  However, your relationship with
Friend of Health remains unclear.  For exam ple, please revise to clarify if Friend
of Health acts as an assembler and/or di stributor of your products in addition to a
supplier.  Please also revise to descri be whether other suppliers of components
also assemble and/or distribute your products.  Additionally, please tell us
whether, and if so, how, your  current relationship with Friend of Health differs
from the “close relationship” with Friend of Health described in your response to
prior comment 1.
 Concentration of Receivables, page 68

14. We note your response to our prior comment  19.  However, it does not appear that
you have revised the registration statemen t in response to our comment.  Please
revise your disclosure to clarify whether this section discusses the same four
customers for each period presented, to clar ify the percentage of receivables that
are attributable to each specific custom er at each period, and to clarify whether
Poverty Aid Office is one of the four cust omers referenced in this section. In
addition, disclose whether the loss of any of the customers referenced in this
section would materially a ffect your business.  Note that materiality is not
determined solely with reference to re venues and without regard for other facts

CT Corporation System
As agent for Dehaier Medical Systems Limited  February 9, 2010 Page 5
and circumstances. To the extent that the loss of these customers would materially
impact your business, disclose the identity of the customers.
 Competition – Generally, page 68

 15. We note your response to our prior comme nt 20.  However, the phrase “[f]or
domestic sales, our competitors include…” still appears in the disclosure.  Please
revise to remove all statements which im ply that you have already expanded into
international markets.
 Tax Matters Applicable to  U.S. Holders…, page 94

 16. We note your response to prior comment 22; however, we are unable to agree
with your analysis. Where tax consequences  are material to i nvestors, you must
file either a short-form opinion or a long- form opinion.  If you file a short-form
opinion, it must be valid as of the date of effectiveness and expr essly state that the
applicable discussion in the prospectus is  counsel's opinion. Also note that to the
extent the discussion in the prospectus is intended to be your opinion, you should
remove the reference to a “brief” discu ssion as the term may improperly suggest
that you are not opining on all material tax consequences.

Consolidated Financial Statements

Note 2.  Summary of Significant Accounting Policies
Basis of Consolidation, page F-7

17. We note your response to prior comment 25; however it remains unclear how
these entities are under common control si nce your response states that the
common shareholders are not immedi ate shareholders and there is no
contemporaneous written evidence of an agreement to vote a majority of the
shares in concert.  We refer you to paragraph 3 of EITF 02-5.

18. As a related matter, if Dehaier, BDL and BTL are not under common control, please provide us with your analysis under FASB ASC 810 as to why BDL is the
primary beneficiary and should consolidat ed BTL.  In addition, if there is no
common control, tell us how this aff ects the values you used to initially
consolidate BTL within BDL.  We  refer you to FASB ASC 810-10-30-1.
 Exhibits

 19. We note your response to our prior comment  27.  However, if the company is a
party to an oral contract that would be required to be filed as an exhibit pursuant
to Item 601(b)(10) if written, the company should provide a written description of the contract.  See Compliance and Disclo sure Interpretation 146.04 of Regulation
S-K.

CT Corporation System
As agent for Dehaier Medical Systems Limited  February 9, 2010 Page 6  Exhibit 5.1

 20. We note that your assumptions are overbr oad.  For instance, refer to the second
sentence of the second paragraph of the opinion.  You may not assume the
accuracy of statements, c ovenants and representations and warranties that are
readily ascertainable.
When providing a revised opinion to remove inappropriate
assumptions, your counsel should evaluate whether the assumed facts are relevant to
the issues required to be addressed by Regulation S-K Item 601(b)(5) and, if so,
whether those facts can be established by certificates from the registrant’s officers or
otherwise. Make similar revisions to Exhibit 5.2 to remove overbroad assumptions, including those related to company meetings and resolutions and the absence of
prohibitions. Note that the examples cited are not intended as an exhaustive list.

21. It is inappropriate for the counsel to  assume that the placement agreement
pursuant to which the placement agent warrants will be sold has been duly
executed by, and is valid and binding upon,  the company.  Please revise.

22. We note the limitation containe d in the final sentence of the third paragraph of the
opinion. It is not clear why the assumpti on that there is nothing under any other
law that would affect or vary the opinion is necessary, given the explicit statement
that the opinion speaks only as to Virg inia law. As written, the assumption
contained in the opinion coul d apply broadly to exclude  Virginia conflict laws.
Please remove the assumption, or file an opinion from appropriate counsel that addresses the legal questions carved out by the assumption.

23. Refer to the second-to-last paragraph of the opinion.  We note that the placement
agent warrants have not been issued.  Please revise to clarify that when the warrants are issued they "will be" legal and binding obligations of the company.
 Exhibit 5.2

 24. Refer to the final sentence of the third paragraph of the opinion.  Please remove
the date restriction or confirm that you will re-file the opinion on the date of
effectiveness.

25. Refer to the third-to-last paragraph of  the opinion.  This paragraph does not
appear to be necessary gi ven the language in the last sentence of the third
paragraph of the opinion. Please delete the paragraph or tell us why you believe revisions are unnecessary.

26. Refer to the second-to-last paragraph of  the opinion. It is not clear why this
paragraph is necessary to the opinion. Pleas e delete this paragraph or tell us why
you believe that revi sions are unnecessary.

* * *

CT Corporation System
As agent for Dehaier Medical Systems Limited  February 9, 2010 Page 7
As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendment and responses to our comments.
 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 all in formation required under
the Securities Act of 1933 and that they have  provided all information investors require
for an informed investment decision.  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 adequacy of the disclosures they have made.
   Notwithstanding our comments, in the even t the company requests acceleration of
the effective date of the pending registration statement, it should furn

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

         DIVISION OF
CORPORATION FINANCE
Mail Stop 3030         January 28, 2010   CT Corporation System 111 Eighth Avenue New York, New York 10011
Re: Dehaier Medical Systems Limited
 Amendment No. 2 to Registra tion Statement on Form S-1
Filed January 19, 2010
 File No. 333-163041

Ladies and Gentlemen:

We have reviewed your filing and your response dated January 19, 2010 and have
the following comments.  Where indicated, we  think you should revise your document in
response to these comments.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revisi on is unnecessary.  Please be as detailed as
necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  Af ter reviewing this
information, we may raise additional comments.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.
 General

1. Refer to the websites http://www.dehaier.com.cn/dhrweb/abouten.aspx  and
www.chinadhr.com .  While you have indicated in your response to prior comment
21 that you were not established in 1991 and in your response to prior comment
30 that you do not manufacture any products  or components, we are unable to
reconcile your responses to prior comments 21 and 30 with the information which appears on the websites.  Specifically:

CT Corporation System
As agent for Dehaier Medical Systems Limited
January 28, 2010 Page 2
• the former website states that De haier Medical was established in 1991
and provides a developmental history from 1991-2005; and
• the latter website states that you have  a manufacturing center in Nanjing.

Please reconcile and make revisions to the registration statement, as appropriate.

2. Please confirm that you have described all material recent developments since September 30, 2009 in the registration statemen t.  If not, please revise to include a
brief discussion.
 Prospectus Cover Page

3. Revise the final sentence on the second- to-last paragraph on the cover page to
clarify that you will issue placement agent warrants to purchase up to 10% of the
aggregate number of common shares so ld in the offering.  Make conforming
changes throughout the registration statem ent where similar language appears.
 Our Company, page 1

4. You disclose that you sell your products pr imarily to distributors and hospitals.
Please revise to clarify, as stated on pa ge 68, that over 90% of your sales are to
distributors and that only 1% of  your sales are to hospitals.
 5. We note that you refer to SFDA approval in your discussion of branded products.
Revise the Summary to define the term SFDA at first usage and to explain its
function. Make similar re visions, as appropriate.

6. We note your disclosure in the first ri sk factor on page 13 that you seek to
terminate contractual relationships  with any distributors that are
“underperforming.”  Your disclosure is  unclear as to why you would terminate
relationships with your customers (i.e., your distributors).  Revise  to describe your
economic incentive, if any, for terminating distributors.  For in stance, are certain
products purchased on consignment and retu rned if not sold?  Please explain.

7. We reissue prior comment 5, in part.  Please note that the prior comment does not request separate discussions of the deve lopment, assembly and marketing of each
of your products. Rather, the summary shoul d provide a concise discussion of the
infrastructure, such as facilities, contractual arrangements and/or human resources, which enables you to complete these functions. Your current disclosure
briefly describes on page 3 your distri bution network, but does not similarly
discuss the assembly and marketing capabi lities that you reference in the first
paragraph of the Summary.  Please revise accordingly.

CT Corporation System
As agent for Dehaier Medical Systems Limited
January 28, 2010 Page 3   Our Structure, page 7

8. We note your response to prior comment 10 and reissue the comment, in part.
Specifically, we note your continued refere nce to “substantial financial support.”
The meaning of this reference remains unclear. Are you referring to support other
than the loans to finance operations that  are described in the second and third
sentence of footnote (7)?  Please revise this section as necessary to clarify and
provide all of the information require d by Item 404 of Regulation S-K under the
heading “Related Party Transactions” on page 82.
 9. Please tell us the basis for the statemen t included in footnote (7) that you do not
receive any of the income that BTL receives for providing such services.  Since BTL is consolidated as a variable interest entity, it appears that you do consolidate
the income within your financial statements.  Please clarify.

10. We note that 14% of BTL is owned by Mr. Chen’s wife and other employees.
Please revise footnote (7) accordingly.
 Make-Good Escrow, page 9

11. Revise to clarify whether the escrow agreement has been executed (or if it has not, when it will be executed) and when th e shares will be placed into escrow.
Additionally, please clarify your statement that the Make-Good Shares will be redeemed “without any additional  consideration.” [ Emphasis added ].  Do you
mean that the shares will be cancelled or forfeited without any consideration?
Clarify.
 We sell products for some of our competitors… page 13

12. We note that you state that you have de veloped and are curre ntly seeking SFDA
approval for branded sleep apnea treatmen t products.  We also note that ResMed
may claim that these products compet e with the ResMed S6 and MAP MiniPAP
and may seek to terminate your distribution agreement with them on that basis.  Please revise to disclose, to the extent material, the percentage of revenue which
is attributable to the ResMed distribution agreement.
 BDL is also required to allocate…, page 24

13. We note your response to prior comment  16.  It is unclear whether you are
currently required by PRC law to set aside reserve amounts.  When you state that
PRC authorities have not required you to  make a determination regarding your
reserve amounts, do you mean  that you are not in compliance with an applicable
law but have not received a warning for fa ilure to comply or, alternatively, that

CT Corporation System
As agent for Dehaier Medical Systems Limited
January 28, 2010 Page 4
the law regarding reserve amounts is at present entirely inap plicable?  Please
explain. Additionally, please clarify the connection between the requirement that you allocate a portion of after-tax profits to these reserves and the last paragraph
of this risk factor.
 If our financial conditio n deteriorates.., page 27

14. We note your response to prior comment 17.  You are not presently listed on the
NASDAQ Capital Market.  In  addition, it appears possible that you will not
receive certification from NASDAQ be fore an investor makes his or her
investment decision (i.e., before his or  her funds are placed into escrow).
Therefore, the suggestion that you are assu red of listing in your  current financial
condition is not appropriate and should be  removed.  Additionally, the heading of
the risk factor suggests that the offeri ng may close even if  the initial listing
standards are not met.  If approval of your application for listing on the NASDAQ Capital Market is a condition to the closing of the offering, revise here, under “The Offering” on page 8 a nd elsewhere as applicable.
 British Virgin Islands companies may not be able…, page 30

15. In this risk factor you state that it is “ unlikely” that that a British Virgin Islands
court would recognize or enforce a U.S judgment. However, on page 99 you state
that you have been advised by counsel that it “would not be automatically
enforceable.”  These statements appear to  convey differing levels of probability.
Please revise to reconcile.
 Principal Suppliers – Our Branded Products, page 63

16. Please revise to clarify your statement that you limit the ability of Friend of
Health to sell finished products to Chuz hou.   Please describe the scope of these
limitations.

17. We note that you have disclosed in formation regarding your production
agreements with Friend of Health.  In addition, please provide a similar discussion
regarding your relationships with the suppliers of components for your branded
products generally.  For example, and w ithout limitation, please  describe whether
you provide technical specifi cations and files needed  for your suppliers to
manufacture components, whether you purchase the same components from
different suppliers, and whether you provide  separately outsourced core parts to
other suppliers to incorpor ate into various components.  Also, please disclose the
information contained in the second paragr aph of your response to prior comment
30.

CT Corporation System
As agent for Dehaier Medical Systems Limited
January 28, 2010 Page 5  Our Strategies, page 66

18. We note your response to prior comment  25. While we acknowledge that you
have not completed your market research regarding the cost of opening CEC’s in
provincial cities, please disclose the co st of the recently established CEC in
Beijing.  In addition, please revise, where appropriate, to clarify the types of
customers you will target using the CECs.  For example, please clarify whether the existing CEC is being, and future CE Cs will be, used to market towards
distributors, hospitals, and/or individuals.
 Concentration of Receivables, page 68

19. We note your response to prior comments 26 and 27.  However, your disclosure
remains unclear in several respects. Please revise as follows:
• to disclose whether the lo ss of any of the four customers referenced in this
section would materially affect your business.  If so, please identify the
customer(s) and file any material agreement(s) with the customer(s). Refer to Item 601(b)(10)(ii)(B) of Regulation S-K;
• to clarify whether this section discus ses the same four customers for each
period presented;
• to clarify the percentage of receivabl es that are attributable to each
specific customer at each period; and
• to clarify whether Poverty Aid Offi ce is one of the four customers
referenced in this section.
 Competition – Generally, page 68

20. We note your response to prior comment 28. Please revise to remove statements
which imply that you have already expande d into international markets.  For
example, we note statements such as “we face direct competition both
domestically in China and internationally” and “[f]or domestic sales, our competitors include…”

21. We note the far-right column of the table.  The references to “average”, “greater
than average” and “smaller than average” ar e not clear.  Please revise the table or
provide an appropriate key to explain what these terms are intended to convey
about your competitive position. For example,  it is unclear what a “greater than
average” competitive position would be.  In addition, please provide cross-references to the risk factor disclosure  provided in response to prior comment 29.
 Tax Matters Applicable To U.S. Holders…, page 94

22. Please note that for each tax opinion requi red by Item 601(b)(8), you must file an
Exhibit 8 opinion.  If you elect to file a short-form opinion, be advised that the

CT Corporation System
As agent for Dehaier Medical Systems Limited
January 28, 2010 Page 6
opinion must expressly state that the applicable discus sion in the prospectus is
counsel’s opinion. Note that  your opinions must be valid as of the date of
effectiveness.
 Consolidated Financial Statements

Consolidated Statements of Operations, page F-4

23. In response to our prior comment 40, we see that you now include service income
and expenses within operating income.  We  note the disclosure on page 7 and F-8
that BTL’s revenues/sales are included in  the company’s total revenues/sales.
Since BTL’s revenues consist of providing repairs and transportation services to the customers of BDL (service income), pl ease reconcile this disclosure with the
current classification of service income on the statement of operations.

24. Regarding your response to prior comment 41, please revise to also disclose your revenue recognition policy fo r service income.
 Note 2.  Summary of Significant Accounting Policies

Basis of Consolidation, page F-7

25. We have the following comments regarding your response to prior comment 42
regarding the consolidation of BTL as a variable interest entity:

• We see your analysis of why BD L and BTL are under common control;
however it remains unclear how these entities are under common control.
Please tell us if the common share holders are immediat e family members
as described in paragraph 3(b) of EITF 02-5.  Alternatively, discuss if
there is any contemporaneous written evidence of an agreement to vote a majority of the entities’ shares in co ncert, as discussed in paragraph 3(c)
of the EITF.   In addition, please re vise to also include Dehaier in your
common control analysis.

• We reference the statement that you ha ve concluded that Dehaier is the
primary beneficiary.  If Dehaier,  BDL and BTL are all under common
control, please tell us why BDL is not  the primary beneficiary of BTL by
reference to FASB ASC 810-10-25-44 whic h states that for related parties,
the primary beneficiary is the entity that is most closely associated with
the variable interest entity.  It appears that the principa l activities (e.g., the
lease, debt collateral, loans, etc.) are between BDL and BTL.

• If Dehaier, BDL and BTL are not unde r common control, please provide
us with your analysis under FASB ASC 810 as to why Dehaier is the
primary beneficiary and should consolidated BTL.

CT Corporation System
As agent for Dehaier Medical Systems Limited
January 28, 2010 Page 7
26. Please revise to disclose how you initially  consolidated BTL within Dehaier,
similar to your response to prior comment 43.
 Exhibits

27. We note your responses to prior comments 46 and 48 and reissue the comments. It still appears that certain material agreements, including, without limitation, the
loan agreements between BTL and BDL, ha ve not been filed.  Also, be advised
that you are required to file complete copies of your material agreements,
including all schedules, attachments and a nnexes.  As the staff requires sufficient
time to review these agreements, you are strongly encouraged to file complete
copies of all material agreemen ts with your next amendment.

28. While we note your response to prior comment 47, the agreements filed as Exhibits 10.6 and 10.7 are stil l titled as summary transl ations.  Please file full
English translations.

As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendmen t and responses to our comments.
 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 all in formation required under
the Securities Act of 1933 and that they have  provided all information investors require
for an informed investment decision.  Since the compan

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

         DIVISION OF
CORPORATION FINANCE
Mail Stop 3030
        January 12, 2010   CT Corporation System 111 Eighth Avenue New York, New York 10011
Re: Dehaier Medical Systems Limited
 Amendment No. 1 to Registra tion Statement on Form S-1
Filed December 23, 2009
 File No. 333-163041
Ladies and Gentlemen:

We have reviewed your filing and your response dated December 22, 2009 and
have the following comments.  Where in dicated, we think you should revise your
document in response to these comments.  If you disagree, we will consider your explanation as to why our comment is inappl icable or a revision is unnecessary.  Please
be as detailed as necessary in your explanat ion.  In some of our comments, we may ask
you to provide us with information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.

Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

General

1. We note your response to our prior comme nt 4.  Please tell us how you confirmed
that the data reflects the mo st recent available information.  We note, for instance,
that certain of the articles, studies and other source mate rials cited in your
registration statement and provided to us  supplementally were prepared between
2001 and 2008.
 Calculation of Registration Fee

 2. Please list the warrants and the common stock underlying the warrants separately
in the fee table.

CT Corporation System
As agent for Dehaier Medical Systems Limited  January 12, 2010 Page 2  3. We note your disclosure in footnote (3) to the fee table that th e price paid by the
placement agent for the warrants is $0.001 per warrant.  It appears from the placement agreement that the placement ag ent has not yet acquired the warrants.
Please revise your disclosure to clearly refl ect the current status of the warrants.
 Our Company, page 1

 4. Please revise to clarify the extent to  which you develop, assemble, and market
your self-developed products versus di stribute products for third-parties.
 5. We note that you refer broadly to resp iratory and oxygen products and other
medical devices that can be used “in the surgery room, patient room, and at
home.”  Please revise to provide further clarification regarding the specific types
of products that you develop, assemble and market (briefly discussing, as appropriate, each of these thre e activities in turn).  Pr ovide similar clarification
regarding the products you di stribute for third-parties.
 Overview, page 3

 6. Please revise to provide further clarifi cation regarding the relationship between
BTL, Dehaier, and BDL.
 7. Please revise to more clearly describe th e financings and related restructurings,
including the 2009 restructuring.  Note that  a further expanded discussion of the
financings and restructurings shoul d appear in the Business section.
 8. Please describe in additional detail ho w BDL’s formation has allowed foreign
investments to be used to grow your business.
 9. We note that you state that DHK was form ed in anticipation of opportunities to
make use of its status as a Hong Kong company to grow your business.  Please
describe in greater deta il how DHK is intended to  grow your business.
 Our Structure, page 4

 10. Refer to footnote 7 to the diagram.  Pleas e revise your disclosure to explain the
“substantial financial support” that Deha ier has provided to BTL or provide an
appropriate cross-reference to this disclosu re.  Ensure that your disclosure in the
Business section, the Related Party Transa ctions section, and elsewhere in the
prospectus, is also revised, as necessary, to provide a complete description of the financial support.

The Offering, page 5

11. Please revise to disclose when the issuan ce of shares to investors will occur.

CT Corporation System
As agent for Dehaier Medical Systems Limited  January 12, 2010 Page 3  Make-Good Escrow, page 6

 12. We note your revisions in response to prio r comment 11.  Item (ii) of the third
paragraph of this section states that if the minimum escrow amount is met, you
will release shares “thirty (30) calendar da ys after the filing of the Form 10-K for
the fiscal year ending December 31, 2010 after redeeming  any Make-Good
Shares” [emphasis added].  Please tell us wh ether you intend that  the release of
the Make-Good Shares would be delaye d if the company is, for any reason,
unable to redeem the applicab le number of shares prior to the specified date.
 Placement Agent Warrants, page 6

 13. We note that section 4(f) of the placement agreement provides that the warrants
may be purchased at the closing of the o ffering.  Please revise your disclosure to
clarify when you expect to issue the warrants to the placement agent.
 Risk Factors, page 9

 14. We note your response to our prior comment 29.  Please tell us if Mr. Ping Chen
continues to distribute medical devices th rough other companies that are not part
of Dehaier.  If so, please a dd an appropriate risk factor.
 15. We note the last paragraph of your response to prior comment 23 and your
discussion on page 40. However, it does not  appear that your cu rrent risk factors
specifically discuss the attendant risks if the company is unable to maintain its high technology certification approval.
 BDL is also required to allocate a por tion of its after-tax profits…, page 20

 16. If the allocation of after-tax  profits to reserves is re quired by law, please tell us
the risk, if any, presented by the fact that  you have not yet determined or set aside
reserve amounts.
 If our financial conditio n deteriorates…, page 23

 17. We note your response to prior comment  17 and reissue the comment.  The
heading to this risk factor suggests that  you are assured of li sting provided that
your financial condition does not deteriorat e.  Please revise to remove the
suggestion that you are, in your current financial condition, assured of listing.
 Use of Proceeds, page 30

Dividend Policy, page 31
 18. We note your disclosure on page 30 that the remittance procedures may take
“several months” and your brief discu ssion on page 31 of the requirement that
BDL submit an application for remittance.  We also note your disclosure under

CT Corporation System
As agent for Dehaier Medical Systems Limited  January 12, 2010 Page 4
the heading “We rely on dividends pa id…” on page 19.  Please revise the
prospectus to provide greater detail regarding the procedure for remittance of offering proceeds to China and the anticipated timing of the process. You may wish to provide a single consolidated  discussion of this requirement.
 PRC Enterprise Income Taxes, page 39

 19. Please revise the first sentence of the final paragraph of this section to clarify that
the high technology certificat ion was available in 2008.
 20. We note your response to our prior comment 47.  Please revise to clarify that if
Dehaier is deemed to be a non-resident enterprise, then it will be subject to a withholding tax at the rate of 10% on any dividends paid by its Chinese
subsidiaries to Dehaier.  In additi on, please clarify the application of the
implementation regulations.
 Our Business, page 51

 21. We note your response to our prior comme nt 29.  However, Dehaier’s website
continues to state that you were es tablished in 1991.  Please reconcile.

22. We note your response to our prior comment s 31 and 32.  However, given that the
distribution of third-party pr oducts is a substantial part  of your business, please
revise to provide an expanded discussion of this aspect of your business.  Please
also revise to provide an expanded discussion of your role  in developing and
assembling your self-designed products.
 Our Products, page 55

 23. Please review your disclosure throughout th is registration statement to consider
whether references to “our products” re late to both (i) products developed,
assembled and marketed by the company and (ii) third-party products that are merely distributed by you. If these references do not relate equally to both categories (i.e., the disclosure applies to one category of products and not the
other), revise the prospectus, as appropr iate, to make appr opriate distinction
between the products you develop, assemb le and market and the third-party
products you distribute.
 Research and Development, page 56

 24. We note your response to our prior co mment 36. However, we are unable to
locate your revisions to this section.  Acco rdingly, we reissue the prior comment.

CT Corporation System
As agent for Dehaier Medical Systems Limited  January 12, 2010 Page 5  Our Strategies, page 57

 25. We note your response to our prior comme nt 37.  Please revise to explain why
you believe the establishment of CEC’s is  preferable, or complementary, to your
current marketing and distribution model. In addition, please revise to discuss the
expected cost of opening CE C’s in the provincial cities.
 Dependence on Major Customers, page 58

 26. We note that you state, “At December 31, 2008 and 2007, and for the nine months
ended September 2009 and 2008, receivables from four and three customers were approximately 50%, 38%, 34% and 48% , respectively.”  Please tell us
supplementally the breakdowns of the per centage of total r eceivables received
from each of the companies.
 27. We note your response to our prior comment 38.  If the loss of any of these major
customers would materially impact the re gistrant, the identity of the customer
should be disclosed.  Please identify thes e customers and file the contracts with
these customers as exhibits or tell us  why you believe that the loss of these
customers would not be material. See It em 601(b)(10)(ii)(B) of Regulation S-K.

Competition, page 58

28. We note your response to our prior comme nt 39.  You state that “[a]s [you]
expand into international markets, [your] competitors will include publicly traded
and privately held multinational companies such as Respironics, Inc., ResMed Inc. and Covidien.” Given that you have  not yet expanded into international
markets, please identify the companie s which are currently your primary
competitors.  Note that your disclosure should provide significantly more detail with regard to your competitive positi on in the industry and the methods of
competition.
 29. Please revise, where appropriate, to discuss the significance to your business of distributing products for competitors and th e risks of relying upon competitors for
component parts.

Principal Suppliers -- Self -Designed Products, page 59

30. Please revise to provide examples of the various types of the components that are
manufactured on your behalf by your principal suppliers.
 31. Please describe any material aspects of  the agreements you have with your
principal suppliers for self-designed products.

CT Corporation System
As agent for Dehaier Medical Systems Limited  January 12, 2010 Page 6  Principal Suppliers -- Thir d-Party Products, page 59

 32. Please describe any material aspects of  the agreements you have with your
principal suppliers for third-party produc ts.  For example, describe whether you
are the sole distributor in China for these foreign producers.
 33. We note that you state that you “design si milar products to many of the products
supplied by the above companies.”  Please clarify whether any of your
agreements with your principal supp liers have non-compete clauses.
 Other National and Provincial Level Laws  and Regulations in China, page 63

 34. In the first paragraph of your response  to prior comment 45 you state that you
have described “substantially all of the re gulations material to [y]our business.”
Please revise, as appropriate, to ensure  that you have disclosed all material
regulations.
 Lock-Up Agreements, page 82

 35. We note your response to our prior comme nt 56.  However, it appears that the
disclosure in this section continues to be inconsistent  with the lock-up agreement
filed as exhibit 10.3.  We theref ore reissue our prior comment.
 Tax Matters Applicable to U.S. Ho lders of Our Common Shares, page 84

 36. In the first paragraph of th is section, you state that you ha ve set forth “the material
British Virgin Islands, Chinese and U.S. federal income tax consequences of an investment in [y]our common shares” by U.S. holders.  As it appears that the
British Virgin Islands, Chinese and U.S. federal income tax consequences “are material to an investor and a representati on as to tax consequences is set forth in
the filing”, please file appropriate tax opinions with your next amendment. See
Item 601(b)(8) of Regulation S-K.  With re spect to the British Virgin Islands tax
opinion, we note that Kaufman & Canoles has provided its tax opinion on page 84
of the prospectus and may th erefore file a short-form opinion.  To the extent that
you believe that the tax consequences of th is offering are not ma terial and that tax
opinions are not required, please provide furt her analysis in suppor t of this belief.
Please cite to all relevant authority upon which you rely.

Placement, page 89

37. We note your response to our prior comment  62.  Please revise your disclosure to
include the supplemental informa tion provided in your response.

CT Corporation System
As agent for Dehaier Medical Systems Limited  January 12, 2010 Page 7  Placement Agent’s Warrants, page 91

 38. Please revise to disclose when the exercise period of the warrants will end and disclose whether there are demand regi stration rights as to the underlying
common stock if sufficient shares  have not been registered.
 Market and Pricing Considerations, page 91

 39. We note your response to our prior comme nt 66.  However, you have not shown
your calculations in your response.  Pleas e provide us with your calculations.
Additionally, in your response,  please describe more specifically how the final
multiple could change.

Consolidated Financial Statements

Consolidated Statements of Operations, page F-4

40. We reference your response to prior comment 71 that service income and
expenses relate to repairs and transportation se rvices provided to  the customers of
BDL.  It remains unclear to us why these amounts should not be included within operating revenues and expenses.  Please te ll us the literatu re upon which you are
relying in determining that  only items considered part of your primary operations
should be included within operating income.
 41. As a related matter, please revise your filing to disclose the nature of the service
revenues and expenses.
 Note 2.  Summary of Significant Accounting Policies

Basis of Consolidation, page F-7
 42. We have the following comments regarding your response to prior comment 73
regarding the consol idation of BTL:

a. You state that BDL and BTL are under common control.  Please provide
us your analysis under EITF 02-05 in determining that common control exists between these two entities.  Yo ur analysis should provide us with
specific ownership percentages of each entity discussed.
 b. Provide us your analysis under FA SB ASC 810-10-15-14 in determining
that BTL is a variable interest entity.
 c. Please also provide us your anal ysis of FASB ASC 810-10-25-44 in
determining that BDL is most closel y associated with BTL and therefore
is the primary beneficiary.
 43. As a related matter, we see that you included BTL in your consolidated financial statements since December 31, 2006 but you do not state how you initially

CT Corporation System
As agent for Dehaier Medical Systems Limited  January 12, 2010 Page 8