SecProbe.io

CORRESP
 1
 filename1.htm

 August
12, 2025

 United
States Securities and Exchange Commission

 Division
of Corporation Finance

 Attn:
Tyler Howes

 100
F Street, N.E.

 Washington,
DC 20549

 Re:
 Propanc
 Biopharma, Inc.

 Amendment
 No. 6 to Registration Statement on Form S-1

 Filed
 May 30, 2025

 File
 No. 333-282886

 Ladies
and Gentlemen:

 The
undersigned registrant (the "Registrant") hereby requests that the Securities and Exchange Commission (the "Commission")
take appropriate action to cause the above-referenced Amended Registration Statement on Form S-1 to become effective on August 13, 2025
at 4:00 p.m. Eastern Daylight Time, or as soon thereafter as practicable.

 The
Registrant authorizes Chase Chandler of Brunson Chandler & Jones, PLLC, outside counsel to the Registrant, to verbally alter the
requested date and time of effectiveness of the Registration Statement with the Commission. Please call Mr. Chandler at (801) 303-5772
with any questions.

 Very
truly yours,

 Propanc
 Biopharma, Inc.

 /s/
 James Nathanilesz

 James
 Nathanilesz

 Chief
 Executive Officer

CORRESP
 1
 filename1.htm

 August
12, 2025

 VIA
EDGAR

 U.S.
Securities and Exchange Commission

 Division
of Corporation Finance

 100
F Street N.E.

 Washington,
D.C. 20549

 RE:
 Propanc Biopharma, Inc.

 Registration Statement on Form S-1, as amended

 File No. 333- 282886

 Concurrence
in Acceleration Request

 Ladies
and Gentlemen:

 Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended (the "Securities Act"), D. Boral Capital LLC, as the
representative of the underwriters (the "Representative"), hereby join in the request of Propanc Biopharma, Inc. (the "Registrant"),
for the acceleration of the effective date of the Registrant's Registration Statement on Form S-1 (File No. 333-282886) (as amended,
the "Registration Statement"), so that the Registration Statement may be declared effective at 4:00 p.m., Eastern Time, on
August 13, 2025, or as soon thereafter as practicable. The undersigned, as the Representative, confirms that it is aware of its obligations
under the Securities Act.

 The
undersigned confirms that it has complied with and will continue to comply with, and it has been informed or will be informed by participating
dealers that they have complied with or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended,
in connection with the above-referenced issue.

 Very
 truly yours,

 D.
 Boral capital llc

 By:
 /s/
 Philip Wiederlight

 Name:
 Philip
 Wiederlight

 Title:
 Chief
 Operating Officer

CORRESP
 1
 filename1.htm

 July
30, 2025

 VIA
EDGAR

 U.S.
Securities and Exchange Commission

 Division
of Corporation Finance

 100
F Street N.E.

 Washington,
D.C. 20549

 RE:

 Propanc
 Biopharma, Inc.

 Registration
 Statement on Form S-1, as amended

 File
 No. 333- 282886

 Concurrence
 in Acceleration Request

 Ladies
and Gentlemen:

 Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended (the "Securities Act"), D. Boral Capital LLC, as the
representative of the underwriters (the "Representative"), hereby join in the request of Propanc Biopharma, Inc. (the "Registrant"),
for the acceleration of the effective date of the Registrant's Registration Statement on Form S-1 (File No. 333-282886) (as amended,
the "Registration Statement"), so that the Registration Statement may be declared effective at 4:00 p.m., Eastern Time, on
July 31, 2025, or as soon thereafter as practicable. The undersigned, as the Representative, confirms that it is aware of its obligations
under the Securities Act.

 The
undersigned confirms that it has complied with and will continue to comply with, and it has been informed or will be informed by participating
dealers that they have complied with or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended,
in connection with the above-referenced issue.

 Very
 truly yours,

 D.
 Boral capital llc

 By:
 /s/
 Philip Wiederlight

 Name:

 Philip
Wiederlight

 Title:
 Chief Operating Officer

CORRESP
 1
 filename1.htm

 July
30, 2025

 United
States Securities and Exchange Commission

 Division
of Corporation Finance

 Attn:
Tyler Howes

 100
F Street, N.E.

 Washington,
DC 20549

 Re:
 Propanc Biopharma, Inc.

 Amendment No. 6 to Registration
 Statement on Form S-1

 Filed May 30, 2025

 File No. 333-282886

 Ladies
and Gentlemen:

 The
undersigned registrant (the "Registrant") hereby requests that the Securities and Exchange Commission (the "Commission")
take appropriate action to cause the above-referenced Amended Registration Statement on Form S-1 to become effective on July 31, 2025
at 4:00 p.m. Eastern Daylight Time, or as soon thereafter as practicable.

 The
Registrant authorizes Chase Chandler of Brunson Chandler & Jones, PLLC, outside counsel to the Registrant, to verbally alter the
requested date and time of effectiveness of the Registration Statement with the Commission. Please call Mr. Chandler at (801) 303-5772
with any questions.

 Very
truly yours,

 Propanc Biopharma, Inc.

 /s/
 James Nathanilesz

 James Nathanilesz

 Chief Executive Officer

CORRESP
 1
 filename1.htm

 July
29, 2025

 VIA
EDGAR CORRESPONDENCE

 U.S.
Securities and Exchange Commission

 Division
of Corporation Finance

 100
F Street, N.E.

 Washington,
D.C. 20549

 Re:
 Propanc
 Biopharma, Inc.
 Registration
 Statement on Form S-1, as amended
 File
 No. 333- 282886

 REQUEST
 FOR WITHDRAWAL OF ACCELERATION OF EFFECTIVENESS

 Ladies
and Gentlemen:

 Reference
is made to our letter, dated July 24, 2025 in which we requested acceleration of the effective date of the above referenced Registration
Statement to 4:30 p.m., Eastern Time, on July 28, 2025. We are no longer requesting that such Registration Statement be declared effective
at such time, and we hereby formally, and with immediate effect, withdraw our request for acceleration of the effective date.

 Very
 truly yours,

 Propanc
 Biopharma, Inc.

 By:
 /s/
 James Nathanielsz

 Name:
 James
 Nathanielsz

 Title:
 Chief
 Operating Officer

CORRESP
 1
 filename1.htm

 July
29, 2025

 VIA
EDGAR CORRESPONDENCE

 U.S.
Securities and Exchange Commission

 Division
of Corporation Finance

 100
F Street, N.E.

 Washington,
D.C. 20549

 Re:
 Propanc
 Biopharma, Inc.
 Registration
 Statement on Form S-1, as amended
 File
 No. 333- 282886

 REQUEST
 FOR WITHDRAWAL OF ACCELERATION OF EFFECTIVENESS

 Ladies
and Gentlemen:

 Reference
is made to our letter, dated July 24, 2025 in which we requested acceleration of the effective date of the above referenced Registration
Statement to 4:30 p.m., Eastern Time, on July 28, 2025. We are no longer requesting that such Registration Statement be declared effective
at such time, and we hereby formally, and with immediate effect, withdraw our request for acceleration of the effective date.

 Very truly yours,

 D. Boral capital llc

 By:
 /s/
 Philip Wiederlight

 Name:
 Philip Wiederlight

 Title:
 Chief Operating Officer

CORRESP
 1
 filename1.htm

 July
24, 2025

 VIA
EDGAR

 U.S.
Securities and Exchange Commission

 Division
of Corporation Finance

 100
F Street N.E.

 Washington,
D.C. 20549

 RE:
 Propanc
 Biopharma, Inc.

 Registration
 Statement on Form S-1, as amended

 File
 No. 333- 282886

 Concurrence
 in Acceleration Request

 Ladies
and Gentlemen:

 Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended (the "Securities Act"), D. Boral Capital LLC, as the
representative of the underwriters (the "Representative"), hereby join in the request of Propanc Biopharma, Inc. (the "Registrant"),
for the acceleration of the effective date of the Registrant's Registration Statement on Form S-1 (File No. 333-282886) (as amended,
the "Registration Statement"), so that the Registration Statement may be declared effective at 4:30 p.m., Eastern Time, on
July 28, 2025, or as soon thereafter as practicable. The undersigned, as the Representative, confirms that it is aware of its obligations
under the Securities Act.

 The
undersigned confirms that it has complied with and will continue to comply with, and it has been informed or will be informed by participating
dealers that they have complied with or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended,
in connection with the above-referenced issue.

 Very
 truly yours,

 D.
 Boral capital llc

 By:
 /s/
 Philip Wiederlight

 Name:
 Philip Wiederlight

 Title:
 Chief Operating Officer

CORRESP
 1
 filename1.htm

 July
24, 2025

 United
States Securities and Exchange Commission

 Division
of Corporation Finance

 Attn:
Tyler Howes

 100
F Street, N.E.

 Washington,
DC 20549

 Re:
 Propanc
 Biopharma, Inc.

 Amendment
 No. 5 to Registration Statement on Form S-1

 Filed
 May 30, 2025

 File
 No. 333-282886

 Ladies
and Gentlemen:

 The
undersigned registrant (the "Registrant") hereby requests that the Securities and Exchange Commission (the "Commission")
take appropriate action to cause the above-referenced Amended Registration Statement on Form S-1 to become effective on July 28, 2025
at 4:30 p.m. Eastern Daylight Time, or as soon thereafter as practicable.

 The
Registrant authorizes Chase Chandler of Brunson Chandler & Jones, PLLC, outside counsel to the Registrant, to verbally alter the
requested date and time of effectiveness of the Registration Statement with the Commission. Please call Mr. Chandler at (801) 303-5772
with any questions.

 Very
truly yours,

 Propanc
 Biopharma, Inc.

 /s/
 James Nathanilesz

 James
 Nathanilesz

 Chief
 Executive Officer

November 6, 2024
James Nathanielsz
Chief Executive Officer
Propanc Biopharma, Inc.
302, 6 Butler Street
Camberwell, VIC 3124 Australia
Re:Propanc Biopharma, Inc.
Registration Statement on Form S-1
Filed October 30, 2024
File No. 333-282886
Dear James Nathanielsz:
            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 Tyler Howes at 202-551-3370 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Chase Chandler, Esq.

CORRESP
1
filename1.htm

Propanc
Biopharma, Inc.

302,
6 Butler Street

Camberwell,
VIC 3124

Australia

October
10, 2023

Via
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F Street NE

Washington,
D.C. 20549

    Re:
    Propanc
    Biopharma, Inc.

    Registration
    Statement on Form S-1, as amended

    File
    No. 333-273953

Ladies
and Gentlemen:

Propanc
Biopharma, Inc. (the “Company”) hereby requests acceleration of the effectiveness of the above-referenced registration
statement pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), so that it may
become effective on October 12, 2023, at 5:00 p.m., Eastern Time, or as soon thereafter as is practicable.

The
Company understands that the Commission will consider this request for acceleration of the effective date of the above-referenced registration
statement as a confirmation of the fact that the Company is aware of its responsibilities under the Securities Act and the Securities
Exchange Act of 1934, as amended, as they relate to the proposed sale of the securities specified in the above-referenced
registration statement.

Once
the Registration Statement is effective, please orally confirm the event with our counsel, Sullivan & Worcester LLP, by calling David
E. Danovitch at (212) 660-3060. We also respectfully request that a copy of the written order from the Commission verifying the effective
date and time of the Registration Statement be sent to Mr. Danovitch via email at ddanovitch@sullivanlaw.com.

    Very
    truly yours,

    PROPANC
    BIOPHARMA, INC.

    By:

    /s/
    James Nathanielsz

    James
    Nathanielsz

    Chief
    Executive Officer

United States securities and exchange commission logo
August 15, 2023
James Nathanielsz
Chief Executive Officer
Propanc Biopharma, Inc.
302, 6 Butler Street
Camberwell, VIC 3124 Australia
Re:Propanc Biopharma, Inc.
Registration Statement on Form S-1
Filed August 11, 2023
File No. 333-273953
Dear James Nathanielsz:
            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 Tim Buchmiller at (202) 551-3635 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Michael DeDonato, Esq.

CORRESP
1
filename1.htm

Propanc
Biopharma, Inc.

302,
6 Butler Street

Camberwell,
VIC, 3124 Australia

February
10, 2022

VIA
EDGAR

U.S.
Securities & Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    Propanc
    Biopharma, Inc

    Registration
    Statement on Form S-1, as amended

    File
    No. 333-262493

Ladies
and Gentlemen:

In
accordance with Rule 461 of the Securities Act of 1933, as amended, Propanc Biopharma, Inc. (the “Registrant”) hereby respectfully
requests that the effective date of the above-captioned Registration Statement (the “Registration Statement”) be accelerated
so that it will be declared effective at 4.00 PM, Eastern Time on Friday, February 11, 2022, or as soon thereafter as possible.

The
Registrant hereby acknowledges that:

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

(ii)
the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective,
does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement;
and

(iii)
the Registrant may not assert comments of the Commission or the staff and the declaration of effectiveness of the Registration Statement
as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Very
Truly Yours,

    Propanc
    Biopharma, Inc.

    /s/
    James Nathanielsz.

    James
    Nathanielsz

    Chief
    Executive Officer

United States securities and exchange commission logo
February 9, 2022
James Nathanielsz
Chief Executive Officer
Propanc Biopharma, Inc.
302, 6 Butler Street
Camberwell, VIC, 3124 Australia
Re:Propanc Biopharma, Inc.
Registration Statement on Form S-1
Filed February 3, 2022
File No. 333-262493
Dear Mr. Nathanielsz:
            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 Joshua Gorsky at 202-551-7836 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       John O'Leary, Esq.

CORRESP
1
filename1.htm

Propanc
Biopharma, Inc.

302,
6 Butler Street

Camberwell,
VIC, 3124 Australia

November
10, 2020

VIA
EDGAR

U.S.
Securities & Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    Propanc
    Biopharma, Inc

    Registration
    Statement on Form S-1, as amended

    File
    No. 333-238240

Ladies
and Gentlemen:

In
accordance with Rule 461 of the Securities Act of 1933, as amended, Propanc Biopharma, Inc. (the “Registrant”) hereby
respectfully requests that the effective date of the above-captioned Registration Statement (the “Registration Statement”)
be accelerated so that it will be declared effective at 4.00 PM, Eastern Time on Thursday, November 12, 2020, or as soon thereafter
as possible.

The
Registrant hereby acknowledges that:

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

(ii)
the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective,
does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the Registration
Statement; and

(iii)
the Registrant may not assert comments of the Commission or the staff and the declaration of effectiveness of the Registration
Statement as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United
States.

Very
Truly Yours,

    Propanc
    Biopharma, Inc.

    /s/
    James Nathanielsz.

    James
    Nathanielsz

    Chief
    Executive Officer

CORRESP
1
filename1.htm

PROPANC
BIOPHARMA, INC.

6
Butler Street, Camberwell

VIC,
3124 Australia

Via
EDGAR

United
States Securities and Exchange Commission

Division
of Corporate Finance

100
F Street, N.E.

Washington,
D.C. 20549

Office
of Life Sciences

Attn:
Courtney Lindsay and Joe McCann

    Re:
    Propanc
    Biopharma, Inc.

    Amended
    No. 4 to Registration Statement on Form S-1

    Filed
    October 14, 2020

    File
    No. 333-238240

Dear
Mr. Lindsay and Mr. McCann,

By
letter dated October 23, 2020, the staff (the “Staff,” “you” or “your”) of the U.S. Securities
and Exchange Commission (the “Commission”) provided Propanc Biopharma, Inc. (the “Company,” “we,”
“us” or “our”) with its comments to the Company’s Amended No. 4 Registration Statement on Form S-1
(File No. 333-238240) filed with the Commission on October 14, 2020. We are in receipt of your letter and set forth below are
the Company’s responses to the Staff’s comments. For your convenience, the comments are listed below, followed by
the Company’s responses. Changes will be reflected in Amended No.5 to Registration Statement on Form S-1 (the “Amendment”),
which the Company intends to file on or about the date hereof.

1.
We note that your amended disclosure on page 69 indicates that your common shares are now quoted on the OTC Pink marketplace.
To sell shares at market price, please note that there must be an existing trading market for those shares in order to satisfy
Item 501(b)(3) of Regulation S-K. Accordingly, please revise your cover page to reflect that your stock is currently traded on
OTC Pink marketplace and that the selling shareholder will sell at a fixed price of $x.xx (or a range) until your shares are quoted
on the OTCQX or OTCQB marketplace of OTC Link and thereafter at prevailing market prices or privately negotiated prices.

Response:
The Company has updated the Amendment to disclose that the Selling Stockholder of the securities and any of its pledgees,
assignees and successors-in-interest may, from time to time, offer common stock at a fixed price of $0.00181 until our shares
are quoted on the OTCQB or OTCQX marketplaces, or listed on a national securities exchange, and
thereafter sales of the common stock to be registered hereunder could be made at prevailing market prices at the time of the sale,
at fixed prices, at negotiated prices, or at varying prices determined at the time of sale.

In
addition, we have updated the Amendment to disclose that on August 22, 2020, we submitted a Form 14C to FINRA to affect a reverse
stock split of our common stock at a reverse stock split ratio in the range of between 1-for-10 and 1-for-1,000 (the “Reverse
Stock Split”), which specific ratio will be determined by our board of directors at its sole discretion prior to the filing
the Certificate of Amendment to our Certificate of Incorporation. The board of directors of the Company and the majority stockholders
of the Company approved and authorized the Reverse Stock Split. If we decide to effectuate the Reverse Stock Split prior to our
common stock being quoted on the OTCQB or OTCQX marketplaces, or a listed national securities exchange, the fixed price at which
the Selling Security Holder may offer the common stock will be adjusted in proportion to the respective Reverse Stock Split on
a pro-rata basis.

Thank
you for your assistance in reviewing this filing. Please feel free to contact me at +61-03-9882-6723.

Very
Truly Yours,

    /s/
    James Nathanielsz

    James
    Nathanielsz

    Chief
    Executive Officer

    6
    Butler Street, Camberwell

    VIC,
    3124 Australia

    +61-03-9882-6723

United States securities and exchange commission logo
October 23, 2020
James Nathanielsz
Chief Executive Officer
Propanc Biopharma, Inc.
302, 6 Butler Street
Camberwell, VIC, 3124 Australia
Re:Propanc Biopharma, Inc.
Amendment No. 4 to
Registration Statement on Form S-1
Filed October 14, 2020
File No. 333-238240
Dear Mr. Nathanielsz:
            We have reviewed your amended registration statement and have the following
comments.  In our comment, 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 comment applies 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.
Amendment 4 to Registration Statement on Form S-1
Coverpage
1.We note that your amended disclosure on page 69 indicates that your common shares are
now quoted on the OTC Pink marketplace.  To sell shares at market prices, please note
that there must be an existing trading market for those shares in order to satisfy Item
501(b)(3) of Regulation S-K.  Accordingly, please revise your cover page to reflect that
your stock is currently traded on the OTC Pink marketplace and that the selling
shareholder will sell at a fixed price of $x.xx (or a range) until your shares are quoted on
the OTCQX or OTCQB marketplace of OTC Link and thereafter at prevailing market
prices or privately negotiated prices.

 FirstName LastNameJames Nathanielsz
 Comapany NamePropanc Biopharma, Inc.
 October 23, 2020 Page 2
 FirstName LastName
James Nathanielsz
Propanc Biopharma, Inc.
October 23, 2020
Page 2
            Please contact Courtney Lindsay at (202) 551-7237 or Joe McCann at (202) 551-6262
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

CORRESP
1
filename1.htm

PROPANC
BIOPHARMA, INC.

6
Butler Street, Camberwell

VIC,
3124 Australia

Via
EDGAR

United
States Securities and Exchange Commission

Division
of Corporate Finance

100
F Street, N.E.

Washington,
D.C. 20549

Office
of Life Sciences

Attn:
Courtney Lindsay and Joe McCann

    Re:
    Propanc
    Biopharma, Inc.

    Amendment
                                         No. 2 to

        Registration
        Statement on Form S-1

    Filed
    July 17, 2020

    File
    No. 333-238240

Dear
Mr. Lindsay and Mr. McCann,

By
letter dated July 29, 2020, the staff (the “Staff,” “you” or “your”) of the U.S. Securities
and Exchange Commission (the “Commission”) provided Propanc Biopharma, Inc. (the “Company,” “we,”
“us” or “our”) with its comments to the Company’s Amendment No. 2 to its Registration Statement
on Form S-1 (File No. 333-238240) filed with the Commission on July 17, 2020. We are in receipt of your letter and set forth below
are the Company’s responses to the Staff’s comments. For your convenience, the comments are listed below, followed
by the Company’s responses. Changes will be reflected in the Company’s Amendment No. 3 to its Registration Statement
on Form S-1 (the “Amendment”), which the Company intends to file on or about the date hereof.

1.
We note your response to prior comment 1 and reissue it in part. Please revise the third and fourth paragraphs of the cover page
to reflect that the warrants are outstanding. In this regard, we note that you continue to disclose that “we” are
offering warrants. Similarly, revise the first sentence of your Use of Proceeds section on page 39 to indicate that the selling
stockholder is offering common stock rather than units.

Response:
The Company has made the requested edits to the Amendment to address the Staff’s comments.

Thank
you for your assistance in reviewing this filing. Please feel free to contact me at +61-03-9882-6723.

Very
Truly Yours,

    /s/
    James Nathanielsz

    James
    Nathanielsz

    Chief
    Executive Officer

    6
    Butler Street, Camberwell

    VIC,
    3124 Australia

    +61-03-9882-6723

United States securities and exchange commission logo
August 6, 2020
James Nathanielsz
Chief Executive Officer
Propanc Biopharma, Inc.
6 Butler Street, Camberwell
VIC, 3124 Australia
Re:Propanc Biopharma, Inc.
Information Statement on Schedule 14C
Filed June 11, 2020
File No. 000-54878
Dear Mr. Nathanielsz:
            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 Life Sciences

United States securities and exchange commission logo
July 29, 2020
James Nathanielsz
Chief Executive Officer
Propanc Biopharma, Inc.
302, 6 Butler Street
Camberwell, VIC, 3124 Australia
Re:Propanc Biopharma, Inc.
Amendment No. 2 to
Registration Statement on Form S-1
Filed July 17, 2020
File No. 333-238240
Dear Mr. Nathanielsz:
            We have reviewed your amended registration statement and have the following
comment.
            Please respond to this letter by amending your registration statement.  If you do not
believe our comment applies 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 any information you
provide in response to our comment, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our July 10, 2020 letter.
Amendment 2 to Form S-1 filed July 17, 2020
General
1.We note your response to prior comment 1 and reissue it in part.  Please revise the third
and fourth paragraphs of the coverpage to reflect that the warrants are outstanding. In this
regard, we note that you continue to disclose that "we" are offering warrants.  Similarly,
revise the first sentence of your Use of Proceeds section on page 39 to indicate that the
selling stockholder is offering common stock rather than units.

 FirstName LastNameJames Nathanielsz
 Comapany NamePropanc Biopharma, Inc.
 July 29, 2020 Page 2
 FirstName LastName
James Nathanielsz
Propanc Biopharma, Inc.
July 29, 2020
Page 2
            Please contact Courtney Lindsay at (202) 551-7237 or Joe McCann at (202) 551-6262
with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

CORRESP
1
filename1.htm

PROPANC
BIOPHARMA, INC.

6
Butler Street, Camberwell

VIC,
3124 Australia

Via
EDGAR

United
States Securities and Exchange Commission

Division
of Corporate Finance

100
F Street, N.E.

Washington,
D.C. 20549

Office
of Life Sciences

Attn:
Courtney Lindsay and Joe McCann

    Re:
    Propanc
    Biopharma, Inc.

    Preliminary
    Information Statement on Schedule 14C

    Filed
    July 2, 2020

    File
    No. 000-54878

Dear
Mr. Lindsay and Mr. McCann,

By letter dated July 16,
2020, the staff (the “Staff,” “you” or “your”) of the U.S. Securities and Exchange Commission
(the “Commission”) provided Propanc Biopharma, Inc. (the “Company,” “we,” “us”
or “our”) with its comments to the Company’s Preliminary Information Statement on Schedule 14C (File No. 000-54878)
filed with the Commission on July 16, 2020. We are in receipt of your letter and set forth below are the Company’s responses
to the Staff’s comments. For your convenience, the comments are listed below, followed by the Company’s responses.
Changes will be reflected in Amended Preliminary Information Statement on Schedule 14C (the “Amendment”), which the
Company intends to file on or about the date hereof.

1. We note that in response
to our prior comment 1 you state that the company will continue to be authorized to issue a total of 1 billion shares of common
stock. However, we also note that Exhibit A states that the company will be authorized to issue 10 billion shares of common stock.
We also note that your current certificate of incorporation, as amended on June 11, 2019 and filed with a Form 8-K on June 21,
2019, states that the number of authorized shares of common stock is 100 million. Please clarify your disclosures throughout your
information statement, including Exhibit A, as necessary.

Response: On March 13, 2020, the Company
filed an amendment to its Certificate of Incorporation (the “Charter Amendment”) to increase the authorized number
of the Company’s common stock to one billion (1,000,000,000). The Charter Amendment will be included as an exhibit to the
Company’s upcoming Form 10-K for the Company’s fiscal year ending on June 30, 2020. In connection with the reverse
stock split, the Company’s authorized common stock will remain at one billion. The Company has updated Exhibit A of the
Amendment to reflect this.

Thank
you for your assistance in reviewing this filing. Please feel free to contact me at +61-03-9882-6723.

Very
Truly Yours,

    /s/
    James Nathanielsz

    James
    Nathanielsz

    Chief
    Executive Officer

    6
    Butler Street, Camberwell

    VIC,
    3124 Australia

    +61-03-9882-6723

United States securities and exchange commission logo
July 16, 2020
James Nathanielsz
Chief Executive Officer
Propanc Biopharma, Inc.
6 Butler Street, Camberwell
VIC, 3124 Australia
Re:Propanc Biopharma, Inc.
Revised Preliminary Information Statement on Schedule 14C
Filed July 2, 2020
File No. 000-54878
Dear Mr. Nathanielsz:
            We have reviewed your filing and have the following comment.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to the comment 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
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to the comment, we may have additional comments.
Preliminary Information Statement on Schedule 14C
General
1.We note that in response to our prior comment 1 you state that the company will continue
to be authorized to issue a total of 1 billion shares of common stock.  However, we also
note that Exhibit A states that the company will be authorized to issue 10 billion shares of
common stock.  We also note that your current certificate of incorporation, as amended on
June 11, 2019 and filed with a Form 8-K on June 21, 2019, states that the number of
authorized shares of common stock is 100 million.  Please clarify your disclosures
throughout your information statement, including Exhibit A, as necessary.

 FirstName LastNameJames Nathanielsz
 Comapany NamePropanc Biopharma, Inc.
 July 16, 2020 Page 2
 FirstName LastName
James Nathanielsz
Propanc Biopharma, Inc.
July 16, 2020
Page 2
            You may contact Courtney Lindsay at (202) 551-7237 or Joe McCann at (202) 551-6262
with any questions
Sincerely,
Division of Corporation Finance
Office of Life Sciences

CORRESP
1
filename1.htm

PROPANC
BIOPHARMA, INC.

302,
6 Butler Street

Camberwell,
VIC, 3124 Australia

Via
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

Office
of Life Sciences

Attn:
Courtney Lindsay and Joseph McCann

    Re:
    Propanc
    Biopharma, Inc.

    Amendment
        No. 1 to Registration Statement on Form S-1

        Filed
        June 26, 2020

        File
        No. 333-238240

Dear
Mr. Lindsay and Mr. McCann:

By
letter dated July 10, 2020, the staff (the “Staff,” “you” or “your”) of the U.S. Securities
and Exchange Commission (the “Commission”) provided Propanc Biopharma, Inc. (the “Company,” “we,”
“us” or “our”) with its comments to the Company’s Amendment No. 1 to Registration Statement on Form
S-1 (File No. 333-238240) filed with the Commission on June 26, 2020 (the “Form S-1”). We are in receipt of your letter
and set forth below are the Company’s responses to the Staff’s comments. For your convenience, the comments are listed
below, followed by the Company’s responses. Changes will be reflected in Pre-Effective Amendment No. 2 to the Registration
Statement (the “Amendment”), which the Company intends to file on or about the date hereof and will be marked to show
all changes made since the initial filing of the Registration Statement.

1.
We note your response to our prior comment 1 and reissue it in part. Please revise your registration statement to clarify,
if true, that this is a secondary offering. In this regard, we note that some of your disclosures indicate that are conducting
a primary offering of your securities rather than registering a resale transaction. For instance, and without limitation, we note
your disclosure on page 39 that the company is offering certain securities and on page 41 where you discuss the company’s
use of offering proceeds.

Company
Response: We have made these edits.

2.
We refer to prior comment 2. Please revise to identify the individual(s) with dispositive and voting control over the Ionic
Ventures shares.

Company
Response: We have provided this information.

Thank
you for your assistance in reviewing this filing. Please feel free to contact me at 61 03 9882 6723.

Very
Truly Yours,

    /s/
    James Nathanielsz

    James
    Nathanielsz

    Chief
    Executive Officer

    Propanc
    Biopharma, Inc.

    302,
    6 Butler Street

    Camberwell,
    VIC, 3124 Australia

United States securities and exchange commission logo
July 10, 2020
James Nathanielsz
Chief Executive Officer
Propanc Biopharma, Inc.
302, 6 Butler Street
Camberwell, VIC, 3124 Australia
Re:Propanc Biopharma, Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed June 26, 2020
File No. 333-238240
Dear Mr. Nathanielsz:
            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 May 27, 2020 letter.
Form S-1 filed June 26, 2020
Cover Page
1.We note your response to our prior comment 1 and reissue it in part.  Please revise your
registration statement to clarify, if true, that this is a secondary offering.  In this regard, we
note that some of your disclosures indicate that are conducting a primary offering of your
securities rather than registering a resale transaction.  For instance, and without limitation,
we note your disclosure on page 39 that the company is offering certain securities and on
page 41 where you discuss the company's use of offering proceeds.

 FirstName LastNameJames Nathanielsz
 Comapany NamePropanc Biopharma, Inc.
 July 10, 2020 Page 2
 FirstName LastName
James Nathanielsz
Propanc Biopharma, Inc.
July 10, 2020
Page 2
Selling Stockholder, page 66
2.We refer to prior comment 2.   Please revise to identify the individual(s) with dispositive
and voting control over the Ionic Ventures shares.
            Please contact Courtney Lindsay at (202) 551-7237 or Joseph McCann at (202) 551-6262
with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

CORRESP
1
filename1.htm

PROPANC
BIOPHARMA, INC.

6
Butler Street, Camberwell

VIC,
3124 Australia

Via
EDGAR

United
States Securities and Exchange Commission

Division
of Corporate Finance

100
F Street, N.E.

Washington,
D.C. 20549

Office
of Life Sciences

Attn:
Courtney Lindsay and Joe McCann

    Re:
    Propanc
    Biopharma, Inc.

    Preliminary
    Information Statement on Schedule 14C

    Filed
    June 11, 2020

    File
    No. 000-54878

Dear
Mr. Lindsay and Mr. McCann,

By
letter dated June 25, 2020, the staff (the “Staff,” “you” or “your”) of the U.S. Securities
and Exchange Commission (the “Commission”) provided Propanc Biopharma, Inc. (the “Company,” “we,”
“us” or “our”) with its comments to the Company’s Preliminary Information Statement on Schedule
14C (File No. 000-54878) filed with the Commission on June 11, 2020. We are in receipt of your letter and set forth below are
the Company’s responses to the Staff’s comments. For your convenience, the comments are listed below, followed by
the Company’s responses. Changes will be reflected in Amended Preliminary Information Statement on Schedule 14C (the “Amendment”),
which the Company intends to file on or about the date hereof.

1.
Please revise your information statement to ensure consistent disclosures regarding the following matters:

●
Clarify whether the range of the reverse stock split is a range of 1-for-1,000, as you indicate in your cover page, or 1-for-500,
as you indicate elsewhere in your filing.

Response:
The range of the reverse stock split will be up to 1-for-1,000.

●
Clarify whether authorized shares will proportionately decrease with the reverse split ratio. If the number of shares will remain
the same or increase, please discuss how you will be able to accomplish the stated purpose of the reverse stock split.

Response:
The authorize shares will not proportionately decrease with the reverse split ratio. The Company’s authorized common stock
will remain at 1,000,000,000 in connection with the reverse stock split, thus reducing the Company’s issued and outstanding
stock to allow for the Company to issue additional shares to be in compliance with its outstanding debt and convertible note instruments.

●
Clarify how you will treat fractional shares. In this regard, we note that you state that factional shares will be rounded up,
while in other instances you state that cash will be delivered in lieu of fractional shares.

Response:
No fractional shares of Common Stock will be issued as the result of the Reverse Stock Split. Instead, the Company will issue
to the Company’s stockholders holding a fractional share of Common Stock one additional share of Common Stock for each fractional
share.

●
Clarify whether you will increase the number of authorized common and preferred shares as indicated in Exhibit A

Response:
The number of authorized common and preferred shares will not be increased.

2.
Please revise Exhibit A to clarify the number of authorized preferred stock. In Article 4.A, your amendment states that the number
of authorized preferred stock will be 1,500,005. Article 5.B, however, states that the number of authorized stock is 10,000,000.

Response:
Exhibit A has been revised throughout to state that the number of authorized preferred stock will be 1,500,005.

Thank
you for your assistance in reviewing this filing. Please feel free to contact me at (844) 628-2100.

Very
Truly Yours,

    /s/
    James Nathanielsz

    James
    Nathanielsz

    Chief
    Executive Officer

    6
    Butler Street, Camberwell

    VIC,
    3124 Australia

    +61-03-9882-6723

United States securities and exchange commission logo
June 25, 2020
James Nathanielsz
Chief Executive Officer
Propanc Biopharma, Inc.
6 Butler Street, Camberwell
VIC, 3124 Australia
Re:Propanc Biopharma, Inc.
Preliminary Information Statement on Schedule 14C
Filed June 11, 2020
File No. 000-54878
Dear Mr. Nathanielsz:
            We have reviewed your filing 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.
Preliminary Information Statement on Schedule 14C
General
1.Please revise your information statement to ensure consistent disclosures regarding the
following matters:

•Clarify whether the range of the reverse stock split is a range of 1-for-1,000, as you
indicate in your cover page, or 1-for-500, as you indicate elsewhere in your filing.
•Clarify whether authorized shares will proportionately decrease with the reverse split
ratio.  If the number of shares will remain the same or increase, please discuss how
you will be able to accomplish the stated purpose of the reverse stock split.
•Clarify how you will treat fractional shares.  In this regard, we note that you state that
factional shares will be rounded up, while in other instances you state that cash will
be delivered in lieu of fractional shares.

 FirstName LastNameJames Nathanielsz
 Comapany NamePropanc Biopharma, Inc.
 June 25, 2020 Page 2
 FirstName LastName
James Nathanielsz
Propanc Biopharma, Inc.
June 25, 2020
Page 2
•Clarify whether you will increase the number of authorized common and preferred
shares as indicated in Exhibit A.
2.Please revise Exhibit A to clarify the number of authorized preferred stock.  In Article
4.A, your amendment states that the number of authorized preferred stock will be
1,500,005.  Article 5.B, however, states that the number of authorized stock is
10,000,000.
            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 Courtney Lindsay at (202) 551-7237 or Joe McCann at (202) 551-6262
with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

CORRESP
1
filename1.htm

PROPANC
BIOPHARMA, INC.

302,
6 Butler Street

Camberwell,
VIC, 3124 Australia

Via
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

Office
of Life Sciences

Attn:
Courtney Lindsay and Joseph McCann

    Re:
    Propanc
    Biopharma, Inc.

    Registration
                                         Statement on Form S-1

        Filed
        May 13, 2020

        File
        No. 333-238240

Dear
Mr. Lindsay and Mr. McCann:

By
letter dated May 27, 2020, the staff (the “Staff,” “you” or “your”) of the U.S. Securities
and Exchange Commission (the “Commission”) provided Propanc Biopharma, Inc. (the “Company,” “we,”
“us” or “our”) with its comments to the Company’s Registration Statement on Form S-1 (File No. 333-238240)
filed with the Commission on May 13, 2020 (the “Form S-1”). We are in receipt of your letter and set forth below are
the Company’s responses to the Staff’s comments. For your convenience, the comments are listed below, followed by
the Company’s responses. Changes will be reflected in Pre-Effective Amendment No. 1 to the Registration Statement (the “Amendment”),
which the Company intends to file on or about the date hereof and will be marked to show all changes made since the initial filing
of the Registration Statement.

1.
Please revise your disclosure here, page 39, pages 66 through 67, and throughout your registration statement, to clarify whether
this is a primary offering of newly issued shares or a secondary offering of outstanding shares registered on behalf of a selling
stockholder.

Company
Response: It is the Company’s understanding that this is a secondary offering of outstanding shares registered on behalf
of a selling stockholder. Accordingly, the Amendment reflects clarification to the disclosure in the sections identified above.
Please see our response to Question 2 below for the analysis underlying this position.

2.
Given the nature of the offering and its size relative to the number of shares outstanding held by non-affiliates, it appears
that the selling stockholder may be acting as a conduit for the company in an indirect primary offering. Please revise to identify
the selling stockholder as an underwriter. Alternatively, provide an analysis of why you believe this is not an indirect primary
offering, taking into consideration each of the factors identified in Securities Act Rules Compliance and Disclosure Interpretations
612.09, as well as any other factors you deem relevant. Please identity of the individual(s) with dispositive and voting control
over the Ionic Ventures shares in this analysis and revise your disclosure as appropriate.

Company
Response: We have reviewed the factors from the Securities Act Rules Compliance and Disclosure Interpretations 612.09 (“CD&I
612.09”), and other facts and factors related to the selling stockholder (“Selling Stockholder”) offering, in
addition to the relevant sections of the Securities Act of 1933, as amended (the “Securities Act”). Rule 415(a)(1)(i)
of the Securities Act provides that “securities may be registered for an offering to be made on a continuous or delayed
basis in the future, provided, that the registration statement pertains only to securities which are to be offered or sold solely
by or on behalf of persons other than the registrant, subsidiary of the registrant or a person of which the registrant is a subsidiary.”

Based
on Rule 415(a)(1)(i) and CD&I 612.09, we believe that the registration of the shares on behalf of Selling Stockholder is not
a transaction “by or on behalf of the issuer.” The Company will not receive any proceeds from the sale of these shares
by the Selling Stockholder nor has the Selling Stockholder entered into an agreement with the Company for the Company to receive
any of the proceeds from the sale of any shares. Thus, in light of the fact that the Selling Stockholder is not acting for the
Company, and because the Form S-1 relates only to securities being offered or sold by persons other than the Company, the offering
is appropriate under Rule 415(a)(1)(i).

Specifically
applying the six factors set forth in CD&I 612.09, “(i) how long the Selling Stockholders have held the shares, (ii)
the circumstances under which they received them, (iii) their relationship to the issuer, (iv) the amount of shares involved,
(v) whether the sellers are in the business of underwriting securities, and finally, (vi) whether under all the circumstances
it appears that the seller is acting as a conduit for the issuer,” we respectfully believe the Staff should conclude that
the offering provided for in the Form S-1 with respect to the Selling Stockholder is appropriate under Rule 415(a)(1)(i).

How
long the Selling Stockholder has held the shares.

The
Selling Stockholder (“Ionic”) purchased the shares on March 30, 2020 pursuant to a Securities Purchase Agreement.
As of the date of this letter, Ionic will have held the shares for over 60 days. The issuance was made in a bona fide private
placement exempt from registration under Section 4(2) of the Securities Act. Ionic has been subject to the full economic and market
risks of their entire investment since the date of the acquisition of the shares. In addition, Ionic acquired the shares with
no assurance that the shares could be sold in a liquid market.

The
circumstances under which they received them.

As
described above, Ionic acquired the securities in bona fide private placement transactions pursuant to an exemption from registration
under Section 4(2) of the Securities Act. In the Securities Purchase Agreement, the selling stockholder made customary investment
and private placement representations to the Company, including it (i) was an “accredited investor” as defined in
Rule 501(a) under the Securities Act, (ii) was acquiring the shares pursuant to an exemption from registration under the Securities
Act solely for investment with no present intention to distribute any of the Shares to any person, (iii) will not sell or otherwise
dispose of any of the shares, except in compliance with the registration requirements of the Securities Act and any other applicable
securities laws or pursuant to an applicable exemption therefrom, (iv) had such knowledge and experience in financial and business
matters and in investments of this type that such Selling Stockholder was capable of making an informed investment decision and
has so evaluated the merits and risks of such investment and (v) was able to bear the economic risk of an investment in the shares
and able to afford a complete loss of such investment.

The
Company is neither aware of any evidence that would indicate that these representations were false nor aware of any evidence that
the selling stockholder has any plan to act in concert to affect a distribution of the registration shares. In addition, the Company
is not aware of any evidence that would indicate that a distribution would occur if the Form S-1 is declared effective.

Under
the Commission’s rules, a “distribution” requires special selling efforts. Rule 100(b) of Regulation M defines
a “distribution” as “an offering of securities, whether or not subject to registration under the Securities
Act, that is distinguished from ordinary trading transactions by the magnitude of the offering and the presence of special selling
efforts and selling methods.” The Company is not aware of any evidence that would indicate that any special selling efforts
or selling methods (such as road shows or other actions to condition the market for the Company’s common stock) by or on
behalf of Ionic have or will take place if the Form S-1 is declared effective.

The
Securities Purchase Agreement contains provisions that are relevant to Ionic’s intent to resell the shares. Ionic, as selling
stockholder, delivered representations and warranties in the Securities Purchase Agreement that (i) it was acquiring the shares
as principal for its own account and not with a view to or for distributing or reselling the shares in violation of the Securities
Act or any applicable state securities laws, (ii) it had no arrangement or understanding, directly or indirectly, with any persons
to resell or distribute or regarding the distribution of such shares and (iii) it acquired the shares in the ordinary course of
its business. The Company is neither aware of any evidence that would indicate that these representations were false nor aware
of any evidence that the selling stockholders had any plan to act in concert with a third party to effect a distribution of the
shares. In addition, the Company is not aware of any evidence that would indicate that a distribution would occur if the Form
S-1 is declared effective.

These
circumstances are quite distinct from those involving a primary offering by or on behalf of the Company.

Their
relationship to the issuer.

Ionic
is not an officer, director, affiliate or 5% shareholder of the issuer.

The
amount of shares involved.

The
number of shares being registered pursuant to the Form S-1 is 150,000,000, which represents approximately 97.78% of all of the
outstanding ordinary shares.

Regardless
of percentage, it is important to note that the amount of shares being registered is only one factor cited in CD&I 612.09,
and is not controlling. For example, Securities Act Rules Compliance and Disclosure Interpretations 216.14 states regarding the
use of Form S-3 to affect a secondary offering:

“Secondary
sales by affiliates may be made under General Instruction I.B.3 to Form S-3, even in cases where the affiliate owns more than
50% of the issuer’s securities, unless the facts and circumstances indicate that the affiliate is acting as an underwriter
or by or on behalf of the issuer.”

These
interpretive positions make clear that a holder of shares that are well in excess of one-third of the public float can effect
a valid secondary offering of its shares unless other facts – beyond the mere level of ownership – indicate that the
affiliate is acting as a conduit for the issuer. Here, no other facts exist to suggest that Ionic is acting as a conduit for the
issuer. Additionally, the provisions of the Securities Purchase Agreement, and of securities issued pursuant thereto, preclude
the Company from issuing to Ionic shares that would result in Ionic holding in excess of 5%. As such, the circumstances support
the view that the selling stockholder can affect a valid secondary offering regardless of the percentage of the currently outstanding
common stock the secondary offering represents.

Whether
the seller is in the business of underwriting securities.

Ionic
is private investment fund. We have been advised that it is neither a broker-dealer nor an affiliate of a broker-dealer. To our
knowledge, Ionic is not in the business of underwriting securities.

Whether
under all the circumstances it appears that the seller is acting as a conduit for the issuer.

Based
on the aforementioned facts, Ionic is not acting as a conduit or pass-through for the Company. Ionic personally bears the economic
risks and rewards of being a shareholder and will continue to do so until a time when they sell their securities. The Company
does not benefit from or suffer when or if these Ionic sells their shares. Since the time of purchase, Ionic has borne the full
economic risk of ownership of their shares, and likely will continue to do so for a significant period of time given the historically
low trading volume and price volatility of our common stock.

We
believe the registration of the securities on behalf of Ionic to be a secondary offering due to the aforementioned reasons and,
accordingly, we can rely on Rule 415(A)(1)(i) for the offering of shares on behalf of Ionic after the effective date of the registration
statement.

3.
Please update your financial statements and related disclosures for the quarter ended March 31, 2020.

Company
Response: The Amendment reflects such updated financial statements and disclosures.

Thank
you for your assistance in reviewing this filing. Please feel free to contact me at 61 03 9882 6723.

Very
Truly Yours,

    /s/
    James Nathanielsz

    James
    Nathanielsz

    Chief
    Executive Officer

    Propanc
    Biopharma, Inc.

    302,
    6 Butler Street

    Camberwell,
    VIC, 3124 Australia

United States securities and exchange commission logo
May 27, 2020
James Nathanielsz
Chief Executive Officer
Propanc Biopharma, Inc.
302, 6 Butler Street
Camberwell, VIC, 3124 Australia
Re:Propanc Biopharma, Inc.
Registration Statement on Form S-1
Filed May 13, 2020
File No. 333-238240
Dear Mr. Nathanielsz:
            We have limited our review of your registration statement to those issues we have
addressed in our 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.
Form S-1 filed May 13, 2020
Cover Page
1.Please revise your disclosure here, page 39, pages 66 through 67, and throughout your
registration statement, to clarify whether this is a primary offering of newly issued shares
or a secondary offering of outstanding shares registered on behalf of a selling stockholder.
Selling Stockholder, page 66
2.Given the nature of the offering and its size relative to the number of shares outstanding
held by non-affiliates, it appears that the selling stockholder may be acting as a conduit for
the company in an indirect primary offering.  Please revise to identify the selling
stockholder as an underwriter.  Alternatively, provide an analysis of why you believe this
is not an indirect primary offering, taking into consideration each of the factors identified

 FirstName LastNameJames Nathanielsz
 Comapany NamePropanc Biopharma, Inc.
 May 27, 2020 Page 2
 FirstName LastName
James Nathanielsz
Propanc Biopharma, Inc.
May 27, 2020
Page 2
in Securities Act Rules Compliance and Disclosure Interpretations 612.09, as well as any
other factors you deem relevant.  Please identity of the individual(s) with dispositive and
voting control over the Ionic Ventures shares in this analysis and revise your disclosure as
appropriate.
General
3.Please update your financial statements and related disclosures for the quarter ended
March 31, 2020.
            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.
            Please contact Courtney Lindsay at (202) 551-7237 or Joseph McCann at (202) 551-6262
with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

CORRESP
1
filename1.htm

Propanc
Biopharma, Inc.

302,
6 Butler Street

Camberwell,
VIC, 3124 Australia

February
11, 2020

VIA
EDGAR

U.S.
Securities & Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    Propanc
    Biopharma, Inc

    Registration
    Statement on Form S-1/A

    File
    No. 333-235479

Ladies
and Gentlemen:

In
accordance with Rule 461 of the Securities Act of 1933, as amended, Propanc Biopharma, Inc. (the “Company”) hereby
respectfully requests that the effective date of the above-captioned Registration Statement (the “Filing”) be accelerated
so that it will be declared effective at 10:00 a.m. Eastern Time on Friday, February 14, 2020, or as soon thereafter as possible.

*
* * *

Very
Truly Yours,

    Propanc
    Biopharma, Inc.

    /s/
    James Nathanielsz.

    James
    Nathanielsz

    Chief
    Executive Officer

December 19, 2019
James Nathanielsz
Chief Executive Officer
Propanc Biopharma, Inc.
302, 6 Butler Street
Camberwell, VIC, 3124 Australia
Re:Propanc Biopharma, Inc.
Registration Statement on Form S-1
Filed December 12, 2019
File No. 333-235479
Dear Mr. Nathanielsz:
            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 Chris Edwards at (202) 551-6761 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Lucosky Brookman LLP

CORRESP
1
filename1.htm

PROPANC
BIOPHARMA, INC.

302,
6 Butler Street

Camberwell,
VIC, 3124 Australia

    June 20,
    2019

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F Street N.E.

Washington,
D.C. 20549

Attention:
Sonia Bednarowski

    Re:
    Propanc
    Biopharma, Inc.

    Registration
    Statement on Form S-1 (the “Registration Statement”)

    File
    No. 333-231682

Ladies
and Gentlemen:

Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended, Propanc Biopharma, Inc. hereby requests that the effective
date of the above-referenced Registration Statement be accelerated so that it will become effective at 12:00 P.M. Eastern Daylight
Time on Friday, June 21, 2019, or as soon as practicable thereafter.

We
respectfully request that we be notified of such effectiveness by a telephone call to Sasha Ablovatskiy, Esq. of Foley Shechter
Ablovatskiy LLP at (212) 335-0466, or in his absence Jonathan Shechter, Esq. of Foley Shechter Ablovatskiy LLP at (212) 335-0465.

    Sincerely,

    PROPANC
    BIOPHARMA, INC.

    By:
    /s/
James Nathanielsz

    Name:
    James
    Nathanielsz

    Title:
    Chief
    Executive Officer

    Cc:
    Jonathan
    Shechter, Esq. of Foley Shechter Ablovatskiy LLP

    Sasha
    Ablovatskiy, Esq. of Foley Shechter Ablovatskiy LLP

May 29, 2019
James Nathanielsz
Chief Executive Officer
Propanc Biopharma, Inc.
302, 6 Butler Street
Camberwell, VIC, 3124 Australia
Re:Propanc Biopharma, Inc.
Registration Statement on Form S-1
Filed May 23, 2019
File No. 333-231682
Dear Mr. Nathanielsz:
            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 Sonia Bednarowski at 202-551-3666 with any questions.
Sincerely,
Division of Corporation Finance
Office of Healthcare & Insurance

March 5, 2019
James Nathanielsz
Chief Executive Officer
Propanc Biopharma, Inc.
302, 6 Butler Street
Camberwell, VIC, 3124 Australia
Re:Propanc Biopharma, Inc.
Registration Statement on Form S-1
Filed February 25, 2019
File No. 333-229856
Dear Mr. Nathanielsz:
            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 Tonya K. Aldave at (202) 551-3601 with any questions.
Sincerely,
Division of Corporation Finance
Office of Healthcare & Insurance
cc:       Sasha Ablovatskiy, Esq.

CORRESP
1
filename1.htm

PROPANC
BIOPHARMA, INC.

302,
6 Butler Street

Camberwell,
VIC, 3124 Australia

March
5, 2019

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F Street N.E.

Washington,
D.C. 20549

    Re:
    Propanc
    Biopharma, Inc.

    Registration
    Statement on Form S-1

    File
    No. 333-229856

Ladies
and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, Propanc Biopharma, Inc. (the “Company”) hereby requests
that the effective date of the above-referenced Registration Statement on Form S-1 (the “Registration Statement”)
be accelerated so that it will become effective at 12:00 P.M. Eastern Standard Time on Thursday, March 7, 2019, or as soon as
practicable thereafter.

We
request that we be notified of such effectiveness by a telephone call to Jonathan Shechter, Esq. of Foley Shechter Ablovatskiy
LLP at (212) 335-0465, or in his absence Sasha Ablovatskiy, Esq. of Foley Shechter Ablovatskiy LLP at (212) 335-0466. We also
respectfully request that a copy of the written order from the United States Securities and Exchange Commission verifying the
effective time and date of such Registration Statement be sent to Foley Shechter Ablovatskiy LLP, attention: Jonathan Shechter,
via facsimile at (917) 688-4092.

    Sincerely,

    PROPANC BIOPHARMA, INC.

    By:
    /s/
    James Nathanielsz

    Name:

    James
    Nathanielsz

    Title:

    Chief
    Executive Officer

    Cc:
    Jonathan
    Shechter, Esq. of Foley Shechter Ablovatskiy LLP

    Sasha
    Ablovatskiy, Esq. of Foley Shechter Ablovatskiy LLP

CORRESP
1
filename1.htm

PROPANC
BIOPHARMA, INC.

302,
6 Butler Street

Camberwell,
VIC, 3124 Australia

October
26, 2018

VIA
EDGAR

Division
of Corporation Finance

U.S.
Securities and Exchange Commission

100
F Street N.E.

Washington,
D.C. 20549

    Re:
    Propanc
    Biopharma, Inc.

    Registration
    Statement on Form S-1

    File
    No. 333-227877

Ladies
and Gentleman:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, Propanc Biopharma, Inc. (the “Company”) hereby requests
that the effective date of the above-referenced Registration Statement on Form S-1 (the “Registration Statement”)
be accelerated so that it will become effective at 10:00 A.M. Eastern Time on Tuesday, October 30, 2018, or as soon
as practicable thereafter.

We
request that we be notified of such effectiveness by a telephone call to Jonathan Shechter of Foley Shechter LLP at (212) 335-0465,
or in his absence Sasha Ablovatskiy of Foley Shechter LLP at (212) 335-0466. We also respectfully request that a copy of
the written order from the Securities and Exchange Commission verifying the effective time and date of such Registration Statement
be sent to Foley Shechter LLP, attention: Jonathan Shechter, via facsimile at (917) 688-4092.

    Sincerely,

    PROPANC
    BIOPHARMA, INC.

    By:
    /s/
    James Nathanielsz

    Name:
    James
    Nathanielsz

    Title:
    Chief
    Executive Officer and Chief Financial Officer

    Cc:

    Jonathan
    Shechter, Foley Shechter LLP

    Sasha
    Ablovatskiy, Foley Shechter LLP

October 25, 2018
James Nathanielsz
Chief Executive Officer
Propanc Biopharma, Inc.
302, 6 Butler Street
Camberwell, VIC, 3124
Australia
Re:Propanc Biopharma, Inc.
Registration Statement on Form S-1
Filed October 17, 2018
File No. 333-227877
Dear Mr. Nathanielsz:
            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 Dorrie Yale at 202-551-8776 with any questions.
Sincerely,
Division of Corporation Finance
Office of Healthcare & Insurance
cc:       Jonathan R. Shechter, Esq.

CORRESP
1
filename1.htm

Propanc Health Group Corporation

Level 2, 555 Riversdale Road

Camberwell,
VIC, 3124 Australia

Tel. No.: +61 (0)3 9882 0780

April 14, 2016

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

 Re: Propanc Health Group Corporation (the “Company)

Registration Statement on Form
S-1

File No. 333-210400 (the “Registration
Statement”)

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities
Act of 1933, as amended, the undersigned respectfully requests that the effective date for the Registration Statement referred
to above be accelerated so that it will be declared effective at 10:00 am on Monday, April 18, 2016, or as soon thereafter as is
practicable.

The Company acknowledges that:

 · should the Commission or the staff, acting
pursuant to delegated authority, declares 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 comments
and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Very truly yours,

Propanc Health Group Corporation

By:	/s/ James Nathanielsz

Name:	James Nathanielsz

Title:	Chief Executive Officer

Mail Stop 4720
April 7, 2016

James Nathanielsz
Chief Executive Officer
Propanc Health Group Corporation
Level 2, 555 Riversdale Road
Camberwell, VIC, 3124 Australia

Re: Propanc Health Group Corporation
  Registration Statement on Form S-1
Filed  March 2 5, 2016
  File No.  333-210400

Dear Mr. Nathanielsz :

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

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are  in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

In the event you request acceleration of the effective date of the pending regist ration
statement , please provide  a written statement from the company 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 wit h 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 th e filing; and

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

James Nathanielsz
Propanc Health Group Corporation
April 7, 2016
Page 2

 Please refer to Rules 460 and 4 61 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities u nder
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the registered securities .

 Please  contact Michael Gershon at (202) 551 -6598  or Joseph McCann  at (202) 551 -6262
with any questions.

Sincerely,

 /s/ Joseph McCann for

 Suzanne Hayes
Assistant Director
Office of Healthcare and Insurance

cc: Gregg E. Jaclin, Esq.  - Szaferman, Lakind, Blumstein & Blader, PC

Mail Stop 4720
December 4 , 2015

Via E -mail
James Nathanielsz
Chief Executive Officer
Propanc Health Group Corporation
Level 2, 555 Riversdale Road
Camberwell, VIC, 3124 , Australia

Re: Propanc Health Group Corporation
  Registration Statement on Form S-1
Filed  November 23, 2015
  File No.  333-208169

Dear Mr. Nathanielsz :

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

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are  in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

In the event you request acceleration of the effective date of the pending regist ration
statement , please provide  a written statement from the company 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 wit h 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 th e filing; and

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

James Nathanielsz
Propanc Health Group Corporation
December 4 , 2015
Page 2

 Please refer to Rules 460 and 4 61 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and th e Securities Exchange Act of 1934 as they relate to the proposed
public offering of the registered securities .

Please contact Alla Berenshteyn at (202) 551 -4325 or me at (202) 551 -3715 with any
questions.

Sincerely,

 /s/ Christian Windsor
 For

 Suzanne Hayes
Assistant Director
Office of Healthcare and Insurance

cc:  Via E -mail
Gregg Jaclin, Esq.
Szaferman Lakind

CORRESP
1
filename1.htm

Propanc Health Group Corporation

Level 2, 555 Riversdale Road

Camberwell,
VIC, 3124 Australia

Tel. No.: +61 (0)3 9882 0780

December 4, 2015

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

 Re: Propanc Health Group Corporation (the “Company)

Registration Statement on Form
S-1

File No. 333-208169 (the “Registration
Statement”)

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities
Act of 1933, as amended, the undersigned respectfully requests that the effective date for the Registration Statement referred
to above be accelerated so that it will be declared effective at 3:00 pm on Tuesday, December 8, 2015, or as soon thereafter as
is practicable.

The Company 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 staff comments
and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

    Very truly yours,

    Propanc Health Group Corporation

    By:
    /s/ James Nathanielsz

    Name:
    James Nathanielsz

    Title:
    Chief Executive Officer

CORRESP
1
filename1.htm

    ppch_corresp.htm

PROPANC HEALTH GROUP CORPORATION

576 Swan Street

Richmond, VIC, 3121 Australia

Tel: 61 (0)3 9208 4182

January 8, 2013

VIA EDGAR

Ms. Karen Yubell

Mr. Daniel Greenspan

Division of Corporation Finance

100 F Street, NE

Washington, DC 20549

Re:  Propanc Health Group Corporation

Post-Effective Registration Statement Amendment No. 3 to Form S-1 filed on January 7, 2013

(the “Registration Statement”)

File No: 333-175092

Dear Ms. Yubell and Mr. Greenspan:

Propanc Health Group Corporation  (the “Company”) hereby requests, pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, acceleration of effectiveness of the Registration Statement so that such Registration Statement will become effective as of 5:30 p.m., Thursday,  January 10, 2013, or as soon thereafter as practicable.

In connection with our request, we acknowledge the following:

    ● Should the Securities and Exchange Commission (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 comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal laws of the United States.

    Thank you in advance for your attention to this matter.

Very truly yours,

Propanc Health Group Corporation

By:

/s/ James Nathanielsz

Name: James Nathanielsz

Title: Chief Executive Officer

CORRESP
1
filename1.htm

    ppch_corresp.htm

January 7, 2013

VIA EDGAR -CORRESPONDENCE

Mr. Daniel Greenspan

Ms. Karen Yubell

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Mail Stop 4720

Washington, DC 20549

Re:      Propanc Health Group Corporation

Amendment No. 3 on Form Post-Effective Amendment No. 3

File No. 333-175092

Dear Mr. Greenspan and Ms. Yubell:

We are counsel to Propanc Health Group Corporation (“Propanc,” the “Company” or “our client”). We have received your verbal comments and, on behalf of our client, are responding thereto as set out below. In addition, we have attached a copy of the Post-Effective Amendment No. 3 (“POS AM No. 3”), which has been marked with the changes against the Company’s Post-Effective Amendment No. 2, which was filed on December 17, 2012.

Revisions relative to disclosure that there is “no public trading market”

We have revised the POS AM No. 3 to remove references to “no public trading market” and have instead included disclosure where applicable that there is a limited trading market for the Company’s common stock.

Disclosure relative to market price of the Company’s common stock as of a practicable date

We have included the market price of the Company’s common stock as of January 4, 2013, where applicable.

Disclosure in Explanatory Note relative to termination of “Best Efforts” Offering

We have included a statement in the Explanatory Note of the POS AM No. 3 that the Company’s “Best Efforts” offering was terminated subsequent to the Company selling 27,300 shares of common stock pursuant to that offering. Further, we added a statement that the POS AM No. 3 relates solely to sales of common stock by the Selling Securityholders named therein.

Disclosure in Explanatory Note clarifying Sales by Selling Securityholders

We have included a statement in the Explanatory Note of the POS AM No. 3 that the Selling Securityholders may sell their respective shares of common stock beyond the one hundred and eighty period specified in the Company’s Post-Effective Amendment No. 1, which was filed on March 29, 2012.

We thank you for your consideration and assistance regarding this matter.  Please do not hesitate to call me at (212) 752-9700 if you have any questions.

Very truly yours,

/s/ Peter J. Gennuso

Peter J. Gennuso, Esq.

Cc: James Nathanielsz, CEO

CORRESP
1
filename1.htm

    prop_corresp.htm

PROPANC HEALTH GROUP CORPORATION

576 Swan Street

Richmond, VIC, 3121 Australia

Tel: 61 (0)3 9208 4182

December 13, 2011

VIA EDGAR

Mr. John Krug

Division of Corporation Finance

100 F Street, NE

Washington, DC 20549

Re:  Propanc Health Group Corporation

Registration Statement on Form S-1, as amended, initially filed on June 23, 2011

(the “Registration Statement”)

File No: 333-175092

Dear Mr. Krug:

Propanc Health Group Corporation  (the “Company”) hereby requests, pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, acceleration of effectiveness of the Registration Statement so that such Registration Statement will become effective as of 4:30 p.m., Thursday, December 15, 2011, or as soon thereafter as practicable.

In connection with our request, we acknowledge the following:

    · Should the Securities and Exchange Commission (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 comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal laws of the United States.

    Thank you in advance for your attention to this matter.

Very truly yours,

Propanc Health Group Corporation

By:

/s/ James Nathanielsz

Name: James Nathanielsz

Title: Chief Executive Officer

CORRESP
1
filename1.htm

    prop_corresp.htm

December 8, 2011

VIA EDGAR - CORRESPONDENCE

Mr. John Krug

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Mail Stop 4720

Washington, DC 20549

Re:

Propanc Health Group Corporation

Amendment No. 5 to the Registration Statement on Form S-1

File No. 333-175092

Dear Mr. Krug:

We are counsel to Propanc Health Group Corporation (“Propanc,” the “Company” or “our client”).  On behalf of our client, we have filed Amendment No. 5 to the above-captioned Registration Statement in response to certain verbal comments that have been conveyed to us.  In addition, we have attached a copy of the Registration Statement on Form S-1, Amendment No. 5, which has been marked with the changes from Form S-1, Amendment No.4 filed on November 14, 2011.

Form S-1

Disclosure Relative to Escrow Agreement for Best Efforts

We have revised the Registration Statement to include disclosure that the Company has entered into an escrow agreement with Signature Bank for receipt of funds received pursuant to the best efforts offering. Please see Exhibit 10.18 to the Registration Statement.

Financial Statements

Financial Statements for the Quarter Ended September 30, 2011

We have revised the Registration Statement to include the Company’s financial statements for the interim period ending September 30, 2011.

We thank you for your consideration and assistance regarding this matter. Please do not hesitate to call me at (212) 752-9700 if you have any questions.

Very truly yours,

/s/ Peter J. Gennuso

Peter J. Gennuso, Esq.

Cc: James Nathanielsz, CEO

CORRESP
1
filename1.htm

    prop_corresp.htm

November 14, 2011

VIA EDGAR

Mr. John Krug

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Mail Stop 4720

Washington, DC 20549

Re:

Propanc Health Group Corporation

Amendment No. 3 to the Registration Statement on Form S-1

Filed October 27, 2011

File No. 333-175092

Dear Mr. Krug:

We are counsel to Propanc Health Group Corporation (“Propanc,” the “Company” or “our client”).  On behalf of our client, we respond as follows to the Staff’s comments dated November 9, 2011, relating to the above-captioned Registration Statement.  Please note that for the Staff’s convenience, we have recited each of the Staff’s comments and provided the Company’s response to each comment in italics immediately thereafter.  In addition, we have attached a copy of the Registration Statement on Form S-1, Amendment No. 4, which has been marked with the changes from Form S-1, Amendment No.3 filed on October 27, 2011.

Form S-1

Prospectus Summary

Comment 1.  We note your discussion relative to an escrow agent and the return of investors’ funds in the event the company is unable to sell the specified minimum number of shares. Please expand the discussion to clarify whether the proceeds in the escrow account are subject to deduction for expenses and whether interest will be paid if the funds are returned.

Response:  The Registration Statement has been revised in response to this comment.  Please see pages 1 and 6.

Comment 2.  We note that “purchasers who purchase shares from the selling shareholder who are also officers and directors of the company will receive the selling shareholder prospectus.” Please clarify what, if anything, purchasers who purchase shares from a selling shareholder who is not an officer or director of the company will receive.

1

Response:  The Registration Statement has been revised in response to this comment.  Please see page 1.

Agreements with Jersey Fortress Capital Partners, LLC, page 17

Comment 3.  Please expand the discussion to state how Jersey Fortress will be compensated pursuant to the May 2011 agreement.

Response:  The Registration Statement has been revised in response to this comment.  Please see page 17.

Comment 4. We note that pursuant to your June 2011 agreement with Jersey Fortress, you will issue to Jersey Fortress 7.2 million shares of your common stock “immediately prior to the listing of the Company’s common stock....” Please reconcile the terms of the June 2011 agreement with the disclosure in notes 4 and 8 to the financial statements which indicate the shares have already been issued. In this regard, we also note the following statement on page 1 of your prospectus dated October 27, 2011:

To date, we have not obtained listing or quotation of our securities on a national stock exchange or association or inter-dealer quotation system. We have not identified any market makers with regard to assisting us to apply for such quotation. We are unable to estimate when we expect to undertake this endeavor or whether we will be successful. In the absence of listing, no public market is available for investors in our common stock to sell the shares offered herein. We cannot guarantee that a meaningful trading market will develop or that we will be able to get the shares listed for trading.

Response:  Both the Company and Jersey Fortress interpreted the phrase “listing of the Company’s common stock” to mean the filing of the Registration Statement with the SEC and not the listing of the Company’s shares on the OTC markets.  As such, in anticipation of the filing of the Registration Statement, the shares issuable to Jersey under this agreement were issued in June 2011.  Please see page 17 of the Registration Statement.

Comment 5.  Please identify the principals of Jersey Fortress and the number of shares registered for resale on their behalf pursuant to the prospectus.

Response:  The Registration Statement has been revised in response to this comment.  Please see page 17.

Related Party Transactions, page 18

Comment 6.  We note your revisions to this discussion including the identification of Mr. Nathanielsz as an officer of the company. We also note that Dr. Mitchell is identified elsewhere in the registration statement as the company’s president, however you have not identified Dr. Mitchell as an officer in the discussion of related party transactions. Please advise or revise.

Response:  The Registration Statement has been revised in response to this comment.  Please see pages 18 and 19.

Business – Overview, page 19

Comment 7.  Please explain how Dr. Trnka’s 1995 “study” pertains to the pattern of treatment you propose to pursue. In this regard, you have not explained how the 21 late stage patients were treated and with what product or the results of the treatment. We also note that according to the current disclosure apparently more than half of the patients did not respond to the treatment and we do not know how the ten remaining patients responded to the treatment. In addition, we note the 1995 study was not a formal, controlled clinical study, was not published, and the discussion does not describe the work, if any, that was subsequently conducted “to evaluate the efficacy of this potential cancer treatment.”

2

Response:  The Registration Statement has been revised in response to this comment.  Please see page 19.

Comment 8.  We note the statement “while these initial scientific observations continued to support the work initiated by Professor Beard many years ago, the opportunity remained for a more formal evidenced based approach to development of his proenzyme formulation using a Phase I, Phase II and III mode of study, and expanding research efforts to elucidate its mechanisms.” Please state, if true, that none of the more formalized Phase I, Phase II and III studies have been completed.

Response:  The Registration Statement has been revised in response to this comment.  Please see page 19.

PRP-DCM, page 21

POPI, page 21

Comment 9. We note your response to comment 26 and reissue the comment. We cannot locate the revisions referred to in your response.

Response:  The Registration Statement has been revised to exclude any comparison with the drug Nexavar.  Please see page 21.

The PRP Formulation, page 22

Comment 10.  We note your response to comment 30 and reissue the comment. We cannot locate the revisions referred to in your response.

Response:  The Registration Statement has been revised in response to this comment.  Please see page 22.

Key Highlights, page 25

Comment 11.  We note the discussion in your third bullet. Please delete the term “persuasive” or provide support for such statement.

Response:  The Registration Statement has been revised in response to this comment.  Please see page 25.

Note 12 – Subsequent Events, page F-19

Comment 12.  Refer to your response to comment 52. Please tell us where you have disclosed the terms of the termination agreement with Churchill and Associates;

Response:  The disclosure relating to the termination of the agreement with Churchill and Associates can be found on Note 4 found on page F-13.  Please note that such disclosure was not included under Note 12 (Subsequent Events) because such termination occurred during the period covered by such report.  Further, the agreement was terminated unilaterally by the Company and as such, there were no agreed terms relating to such termination.  The Company believes that it has no further obligation to Churchill and Associates under the terminated agreement.

3

Selling Shareholder Prospectus

Cover Page

Comment 13.  We note the primary offering will expire 90 days from the date of effectiveness and this period may be extended for an additional 90 day period. We also note the statement in the fourth paragraph that “at the time of investment, purchasers of the selling shareholder shares will not know whether and the extent to which the company obtained funding pursuant to the best efforts offering.” Please expand the discussion in the fourth paragraph to disclose that you will promptly file a post-effective amendment to the selling shareholder prospectus to disclose any of the following events:

·

The breaking of escrow upon the sale of the minimum number of shares in the best efforts offering;

·

The extension of the primary offering beyond the initial 90 days period, indicating the number of shares sold to date in the primary offering; or

·

Cessation of the primary offering.

Response:  The Registration Statement has been revised in response to this comment.  Please see page SS-i.

Plan of Distribution, page SS-1

Comment 14.  Please revise the discussion to clarify that until a market develops the shares will be sold at $1.50 per share and then after a market develops the shares may be sold in ordinary broker transactions.

Response:  The Registration Statement has been revised in response to this comment.  Please see page SS-1.

Comment 15.  We note the bulleted list of possible methods by which the selling shareholders’ shares may be sold. Please confirm, as may be applicable, that the shares will not be sold in the manner described unless such offering is eligible to be made on Form S-3 or a post- effective amendment is filed to name the underwriters, amend the plan of distribution, etc.

Response:  The Registration Statement has been revised in response to this comment.  Please see page SS-1.

Exhibits

Comment 16.  Please file the subscription agreements as exhibits.

Response:  A form of the subscription agreement is included as Exhibit 10.17 to the Registration Statement.

We thank you for your consideration and assistance regarding this matter.  Please do not hesitate to call me at (212) 752-9700 if you have any questions.

Very truly yours,

/s/ Peter J. Gennuso

Peter J. Gennuso, Esq.

Cc: James Nathanielsz, CEO

4

November 9, 2011
Via E-mail
Mr. James Nathanielsz Chief Executive Officer Propanc Health Group Corporation 576 Swan Street Richmond, VIC, 3121, Australia
Re: Propanc Health Group Corporation
Registration Statement on Form S-1 Amendment No. 3 filed October 27, 2011
  File No. 333-175092

Dear Mr. Nathanielsz:

We have reviewed your amendment file d October 27, 2011 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 note that references to our prior comments pertain
to our correspondence dated October 13, 2011.
 Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe  our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
 After reviewing any amendment to your re gistration statement and the information you
provide in response to these comments, we may have additional comments.
 Form S-1

 Prospectus Summary

1. We note your discussion relative to  an escrow agent and the retu rn of investors’ funds in
the event the company is unable to sell the sp ecified minimum number of shares.  Please
expand the discussion to clarify whether the pr oceeds in the escrow account are subject to
deduction for expenses and whether interest will be paid if the funds are returned.

2. We note that “purchasers who purchase shares from the selling shareholder who are also
officers and directors of the company will r eceive the selling shareholder prospectus.”
Please clarify what, if anything, purchaser s who purchase shares from a selling
shareholder who is not an officer or di rector of the company will receive.

Mr. James Nathanielsz Propanc Health Group Corporation November 9, 2011 Page 2

 Agreements with Jersey Fortress  Capital Partners, LLC, page 17

3. Please expand the discussion to state how Jersey Fortress will be compensated pursuant
to the May 2011 agreement.

4. We note that pursuant to your June 2011 agreem ent with Jersey Fort ress, you will issue to
Jersey Fortress 7.2 million shares of your common  stock “immediately prior to the listing
of the Company’s common stock….”  Pleas e reconcile the terms of the June 2011
agreement with the disclosure in notes 4 and 8 to the financial statements which indicate
the shares have already been issued.  In this  regard, we also note the following statement
on page 1 of your prospectus dated October 27, 2011:

To date, we have not obtai ned listing or quotation of our securities on a national
stock exchange or association or inte r-dealer quotation system.  We have not
identified any market makers with rega rd to assisting us to apply for such
quotation.  We are unable to estimate when we expect to undertake this endeavor
or whether we will be successful.  In th e absence of listing, no public market is
available for investors in our common stoc k to sell the shares offered herein.  We
cannot guarantee that a meaningful trading ma rket will develop or that we will be
able to get the shares listed for trading.

5. Please identify the principals of Jersey Fortre ss and the number of shares registered for
resale on their behalf pursuant to the prospectus.
 Related Party Transactions, page 18

6. We note your revisions to this discussion in cluding the identification of Mr. Nathanielsz
as an officer of the company.  We also note that Dr. Mitchell is identified elsewhere in
the registration statement as the company’s president, however you have not identified
Dr. Mitchell as an officer in the discussion of  related party transacti ons.  Please advise or
revise.
 Business – Overview, page 19

7. Please explain how Dr. Trnka’s 1995 “study” pertains to the patte rn of treatment you
propose to pursue.  In this regard, you have not explained how the 21 late stage patients
were treated and with what pr oduct or the results of the treatment.  We also note that
according to the current disclosure apparently  more than half of the patients did not
respond to the treatment and we do not know how the ten remaining patients responded
to the treatment.  In addition, we note the 1995 study was not a formal, controlled clinical
study, was not published, and the discussion does not describe the work, if any, that was
subsequently conducted “to evaluate the effi cacy of this potential cancer treatment.”

Mr. James Nathanielsz Propanc Health Group Corporation November 9, 2011 Page 3

8. We note the statement “while these initial sc ientific observations continued to support the
work initiated by Professor Beard many years ago, the opportunity remained for a more
formal evidenced based approach to devel opment of his proenzyme formulation using a
Phase I, Phase II and III mode of study, and expanding research effo rts to elucidate its
mechanisms.”  Please state, if true, that none of the more formalized Phase I, Phase II and
III studies have been completed.
PRP-DCM, page 21

POPI, page 21

9. We note your response to comment 26 and reis sue the comment.  We cannot locate the
revisions referred to in your response.
 The PRP Formulation, page 22

10. We note your response to comment 30 and reis sue the comment.  We cannot locate the
revisions referred to in your response.

Key Highlights, page 25

11. We note the discussion in your third bullet.  Please delete the term “persuasive” or
provide support for such statement.
 Note 12 – Subsequent Events, page F-19

12. Refer to your response to comment 52.  Please te ll us where you have disclosed the terms
of the termination agreement with Churchill and Associates;
 Selling Shareholder Prospectus

 Cover Page

13. We note the primary offering will expire 90 days  from the date of effectiveness and this
period may be extended for an additional 90 da y period.  We also note the statement in
the fourth paragraph that “at the time of investment, purchas ers of the selling shareholder
shares will not know whether and the exte nt to which the company obtained funding
pursuant to the best efforts offering.”  Please expand the discussion in the fourth
paragraph to disclose that you will promptly file a post-effective amendment to the selling shareholder prospectus to di sclose any of the following events:
 The breaking of escrow upon the sale of the minimum number of shares in the
best efforts offering;

Mr. James Nathanielsz Propanc Health Group Corporation November 9, 2011 Page 4

  The extension of the primary offering be yond the initial 90 days period, indicating
the number of shares sold to date in the primary offering; or
 Cessation of the primary offering.
 Plan of Distribution, page SS-1

14. Please revise the discussion to clarify that until a market develops the shares will be sold
at $1.50 per share and then after a market deve lops the shares may be sold in ordinary
broker transactions.

15. We note the bulleted list of possible methods  by which the selling shareholders’ shares
may be sold.  Please confirm, as may be applicab le, that the shares will not be sold in the
manner described unless such offering is elig ible to be made on Form S-3 or a post-
effective amendment is filed to name the underwriters, amend the plan of distribution,
etc.

Exhibits

16. Please file the subscription agreements as exhibits.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in
possession of all facts relating to a company’s disc losure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
Notwithstanding our comments, in the event you request acceleration of  the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:
 should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission from taking any action with respect
to the filing;

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

 the company may not assert staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Mr. James Nathanielsz Propanc Health Group Corporation November 9, 2011 Page 5

 Please refer to Rules 460 and 461 regarding re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in th e above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.
 You may contact Kiera Naka da, Staff Accountant, at (202) 551-3659 or Mary Mast,
review accountant, at (202) 551- 3613 if you have questions rega rding comments on the financial
statements and related matters.  Please contac t John Krug at (202) 551-3862 or me at (202) 551-
3715 with any other questions.
Sincerely,
   /s/ Jeffrey Riedler
Jeffrey Riedler Assistant Director

         cc: Peter J. Gennuso, Esq.       Gersten Savage LLP       600 Lexington Avenue, 10
th Floor
      New York, New York 10022

CORRESP
1
filename1.htm

    prop_corresp.htm

October 27, 2011

VIA EDGAR

Mr. John Krug

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Mail Stop 4720

Washington, DC 20549

Re:

Propanc Health Group Corporation

Amendment No. 2 to the Registration Statement on Form S-1

Filed September 30, 2011

File No. 333-175092

Dear Mr. Krug:

We are counsel to Propanc Health Group Corporation (“Propanc,” the “Company” or “our client”).  On behalf of our client, we respond as follows to the Staff’s comments dated October 13, 2011, relating to the above-captioned Registration Statement.  Please note that for the Staff’s convenience, we have recited each of the Staff’s comments and provided the Company’s response to each comment immediately thereafter.  In addition, we have attached a copy of the Registration Statement on Form S-1, Amendment No. 3, which has been marked with the changes from Form S-1, Amendment No.2 filed on September 30, 2011.

Form S-1

General

Comment 1.   Please confirm that the secondary offering is limited to a 90 day period beginning upon effectiveness of the registration statement.

Response: The Company is offering its common stock on a best efforts basis for up to ninety days (90) following the effectiveness of the registration statement, which period may be extended by the Company for an additional ninety (90) days. Please see the cover page and throughout the registration statement.

Cover Page

Comment 2.   Please expand the discussion to describe the existence and terms of the concurrent secondary offering.

1

Response: We have revised the cover page to include a discussion of the existence and terms of the concurrent secondary offering. Please see the cover page.

Prospectus Summary, page 2

Comment 3.   Please expand the summary to include a brief description of the plan of distribution.

Response: We have revised the Prospectus Summary to include a brief description of the plan of distribution. Please see page 1.

Comment 4.   Since the primary offering is a self-underwritten offering conducted by your officers and directors who are also selling shareholders in the secondary offering, please explain in the summary how potential investors will know whether the proceeds of their purchases will be directed to the company or a selling shareholder.

Response:  We have revised the Prospectus Summary to include an explanation of how  potential investors will know whether the proceeds of their purchases will be directed to the company or a selling shareholder. Please see page 1.

Comment 5.   We note your response to comment 5 and reissue the comment in part. Please state in the summary whether there are any minimum purchase requirements, e.g.100 shares.

Response: We have revised the Prospectus Summary to provide that there are no minimum purchase requirements. Please see page 1.

Comment 6.   Please file the escrow agreement as an exhibit. In addition, the plan of distribution discussion in the summary should include the following information:

●

Whether shareholders will receive interest if their funds are returned because the minimum is not reached;

●

How soon they would receive those funds following the termination of the offering; and

●

With whom the funds for the shares would be escrowed.

Response:  We have revised the Prospectus Summary to provide disclosure relative to items listed in the above comment.  The Company has not identified a suitable escrow agent at this time but expects to do so shortly (and prior to the effectiveness of the registration statement). The Company will file the escrow agreement as an exhibit once it is executed.

2

Risk Factors

General

Comment 7.   The first risk factor on page 5 and the second risk factor on page 6 are overlapping and duplicative. Please combine these risk factors under one risk factor subheading.

Response: We have combined the two risk factors into one in response to this comment. Please see page 5.

Comment 8.   Please include a separate and appropriately titled risk factor explaining that shareholders who purchase shares in the secondary offering will not be assured that any additional proceeds will be received by the company from the primary offering as the offerings are occurring simultaneously and the minimum level of sales to break escrow in the public offering might not be reached.

Response:  We have added an additional risk factor that shareholders who purchase shares in the secondary offering will not be assured that any additional proceeds will be received by the company from the primary offering as the offerings are occurring simultaneously and the minimum level of sales to break escrow in the public offering might not be reached. Please see page 6.

“Because pre-clinical and clinical trials required for our product candidates...,” page 7

Comment 9.   We note your response to comment 14 and the reference to pre-clinical studies you conducted. Please expand the discussion to state when you conducted these pre-clinical studies and how these studies may differ from the “formal preclinical studies” required for regulatory approval.

Response:  We have expanded the discussion in this risk factor to address this comment. Please see page 7.

Use of Proceeds, page 13

Comment 10.   We note your response to comment 17 and your current financial condition. We also note the disclosure under “Use of Proceeds” on page 2. Please expand the discussion to indicate the approximate amount of net proceeds from the minimum offering. In addition, with respect to each level of monies raised, please indicate the dollar amount of proceeds you intend to allocate to clinical trials, research and development, expansion of business, and general working capital, respectively. In this regard, we also note the presentation in Table 2 and the $1.8 million allocated to “overhead.”

Response: In response to this comment, we have revised the Use of Proceeds section. Please see page 13.

3

Comment 11.   Please explain what you mean by the term “expansion of business.” If you have an agreement or understanding for a particular transaction, please describe the terms of such agreement.

Response: We have provided additional disclosure in response to this comment. Please see page 13.

Comment 12.   Please expand the discussion to clarify, if applicable, the extent to which offering proceeds may be used to repay existing liabilities.

Response: We have provided additional disclosure in response to this comment. Please see page 13.

Market for Common Stock, page 12

Comment 13.   We note your response to comment 20 and reissue the comment. Please expand the discussion to describe the criteria that must be satisfied for acceptance of an application for quotation on the OTC Bulletin Board.

Response: We have provided additional disclosure in response to this comment. Please see page 15.

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 15

Comment 14.   We note your response to comment 23 and reissue the comment in part. Please provide an analysis as to why an order placed by the Dove Clinic, of which Dr. Kenyon was the Medical Director, to an entity apparently formed by Dr. Kenyon to fulfill the order, is considered to be a bona fide unsolicited order. Please expand the discussion and consider the inclusion of an additional risk factor to address the significance, if any, of your supply of unlicensed medicine to treat patients at the Dove Clinic, including potential legal and liability ramifications, if any, in the event the transaction is not considered to be in compliance with the provisions of Schedule I of the Medicines for Human Use Regulations.

Response: According to Schedule 1 of the UK’s ‘The Medicines for Human Use (Marketing Authorisations Etc.), Regulations 1994’, unlicensed medicine supply under the ‘Specials’ provision must be a bona fide unsolicited order placed with one who is qualified to supply unlicensed medicines according to the provisions set out in regulations and who must hold a Manufacturer’s “Specials” Licence granted by the Licensing Authority.  In this case, the bona fide unsolicited order placed by the Dove Clinic was supplied by Mandeville Medicines Ltd, Buckinghamshire, UK who is a qualified “Specials” manufacturer. The unlicensed medicine was provided according to the requirements specified under the relevant UK and Australian regulations and thus legal and liability ramifications are not considered to be sufficient to warrant inclusion as a risk.

Comment 15.   We note your response to comment 24 and reissue the comment in part. Please provide the dates corresponding to the information provided in your response. In this regard, we note the Australian predecessor to your company was incorporated in October 2007 and the discussion on page 31 indicates Dr. Kenyon was the founder of the Australian predecessor.

Response:  The Dove Clinic first treated patients in April, 2007.  The Opal Clinic commenced patient treatment in July, 2007.

4

Comment 16.   We note your response to comment 24 states the company did not sell directly to the Dove Clinic because the company was not formed until after supply of the medicine was undertaken by the Dove Clinic. Please tell us when and how, specifically, the Dove Clinic acquired a supply of the medicine prior to the formation of the company. In view of the Limited Distributor Deed, it appears ENP Limited acquired the medicine from the company. Please file the Limited Distributor Deed as an exhibit.

Response: The Limited Distributor Deed has been filed as Exhibit 10.13.  ENP acquired the medicine from Mandeville Medicines, in this case the UK Specials Manufacturer.  The intention of the Distributor Agreement was to ensure the intellectual property and scientific know how at the time would remain within the newly formed Australian company.

Liquidity and Capital Resources, page 17

Comment 17.   Please file the August 3, 2010 and September 16, 2010 agreements with Churchill & Associates as exhibits. In addition, please file the June 6, 2011 termination agreement as an exhibit.

Response:   The August 3, 2010 and September 19, 2011 agreements with Churchill & Associates, as well as the termination agreement, are included as Exhibits 10.14, 10.15 and 10.16 to the Registration Statement.

Related Party Transactions, page 18

Comment 18.   Please identify by name the individuals to whom you are referring in this discussion.

Response: In response to this comment, we have included the name of the entity, Ostrowski Properties Pty Ltd. Please see page 18.

Business

Overview, page 19

Comment19.   We note your response to comment 27 and reissue the comment. As previously requested, the overview presentation should temper your positive conclusions with the fact that substantial additional testing will be required. The discussion should be expanded to disclose the types of additional tests you will need to conduct and that early results obtained may not be replicated in later and larger trials. In addition, your positive conclusions should be modified by either expressing them as a hope that additional testing will confirm any of the positive results you describe or, alternatively, delete the conclusions.

Response: In response to this comment, we have revised our disclosure in this section. Please see the disclosure beginning on page 19.

5

Comment 20.   We note your reference to the unpublished retrospective study and review, and the absence of significant data for most of the patients receiving treatment. In view of  the limitations of the study, please eliminate references to the study and its purported statistical results throughout the prospectus. Instead, please revise the discussion to provide disclosure to the effect that a version of the proposed drug was previously administered to 46 patients and the data for the results of such treatment is incomplete or unavailable for most of the participants. In addition, if true, the disclosure may state that although the 2007 review of patient outcomes has limited, if any, recognized scientific value because it was not a controlled scientific study, management believes that since some of the participants lived marginally longer than anticipated by attending clinicians, further research should be conducted to determine whether the perceived increase in life expectancy or survival can be attributed to the proposed product.

Response: In response to this comment, we have revised our disclosure in this section. Please see the disclosure beginning on page 19.

Comment 21.   Please expand the discussion to state the dates you applied for and subsequently received approval from the UK and Australian authorities to treat patients with the novel suppository formulation of proenzymes and the form in which such approval was provided, e.g. written approval subsequent to a written request.

Response:  It was confirmed by Dr. Kenyon and Dr. Mitchell that no prior approval prior to the treatment of patients with unlicensed medicines on compassionate grounds was needed in the UK, or Australia.  However, the guidelines in the UK and Australia specify under what conditions patients may receive treatment with unlicensed medicines on a compassionate basis and these guidelines were met when The Dove Clinic and Opal Clinic treated patients with the suppository formulation, which was manufactured by Mandeville Medicines, a qualified UK Specials Manufacturer.  In addition the Quality Care Commission (UK) and MHRA routinely inspect the patient records from The Dove Clinic, and Opal Clinic sent notification to the TGA of patients treated.

Comment 22.   Please expand the discussion to state when the special suppository was manufactured and by whom. In addition, please state when the suppository formulation was developed by Drs. Kenyon and Mitchell.

Response: In response to this comment, we have revised our disclosure in this section. Please see the disclosure beginning on page 19.

Comment 23.   We note the discussion of milestones on page 20. Please expand the discussion to describe the pharmacological data that was presented to the MHRA in 2008. In addition, please discuss the 28 day multiple ascending dose study and the results of this study.

Response: In response to this comment, we have revised our disclosure in this section. Please see the disclosure beginning on page 19.

6

Propanc’s Technology, page 20

Comment 24.   We note the reference to laboratory research at the Universities of Bath and Granada. Please clarify whether this university research supports each of the bulleted points at the top of page 21concerning PRP. We may have additional comments.

Response: In response to this comment, we have revised our disclosure on our technology. Please see page 20.

PRP-DCM, page 21

Comment 25.   We note the reference to the international patent application filed in late 2010. Please state whether you have the sole beneficial interest in this patent application.

Response: In response to this comment, we have disclosed that the patent application is jointly owned by the Company and the University of Bath. Please see page 21.

Comment 26.   We note your comparison with Nexavar and “encouraging results” from your animal research. Please expand the discussion to also describe how your proposed product differs from Nexavar, the negative results of your animal testing, the amount of time required for regulatory approval of Nexavar, material differences in your current ability to obtain regulatory approval and that of the developers of Nexavar at the time of approval of Nexavar, and appropriate warning language that there is no assurance your proposed product will receive regulatory approval. In the alternative, please delete the paragraph favorably comparing your research and proposed product to that of Nexavar and other researchers.

Response:  In response to this comment,

October 13, 2011
Via E-mail
 Mr. James Nathanielsz Chief Executive Officer Propanc Health Group Corporation 576 Swan Street Richmond, VIC, 3121, Australia
Re: Propanc Health Group Corporation
Registration Statement on Form S-1 Amendment no. 2 filed September 30, 2011
  File No. 333-175092

Dear Mr. Nathanielsz:

We have reviewed your amendment filed September 30, 2011 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 note that references to our prior comments pertain
to our correspondence dated July19, 2011.
 Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe  our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your re gistration statement and the information you
provide in response to these comments, we may have additional comments.
 Form S-1

 General

1. Please confirm that the secondary offering is limited to a 90 day period beginning upon
effectiveness of the registration statement.
 Cover Page

2. Please expand the discussion to  describe the existence a nd terms of the concurrent
secondary offering.

Mr. James Nathanielsz Propanc Health Group Corporation October 13, 2011 Page 2

 Prospectus Summary, page 2

3. Please expand the summary to include a brief description of the pl an of distribution.

4. Since the primary offering is a self-underwri tten offering conducted by your officers and
directors who are also selling sh areholders in the secondary o ffering, please explain in the
summary how potential investors will know wh ether the proceeds of their purchases will
be directed to the company or a selling shareholder.

5. We note your response to comment 5 and reissue the comment in part.  Please state in the
summary whether there are any minimum purchase requirements, e.g. 100 shares.

6. Please file the escrow agreement as an exhi bit.  In addition, the plan of distribution
discussion in the summary should include the following information:
 Whether shareholders will receive interest if their funds are re turned because the
minimum is not reached;
 How soon they would receive those f unds following the termination of the
offering; and
 With whom the funds for the shares would be escrowed.
 Risk Factors

 General

7. The first risk factor on page 5 and the sec ond risk factor on page 6 are overlapping and
duplicative.  Please combine these risk f actors under one risk factor subheading.

8. Please include a separate and appropriately title d risk factor explaini ng that shareholders
who purchase shares in the secondary offeri ng will not be assured that any additional
proceeds will be received by the company from the primary offering as the offerings are occurring simultaneously and the minimum leve l of sales to break escrow in the public
offering might not be reached.
 “Because pre-clinical and clini cal trials required for our product candidates…,” page 7

9. We note your response to comment 14 and th e reference to pre-clinical studies you
conducted.  Please expand the discussion to st ate when you conducted these pre-clinical
studies and how these studies may differ from  the “formal preclini cal studies” required
for regulatory approval.
 Use of Proceeds, page 13

10. We note your response to comment 17 and your current financial condition.  We also
note the disclosure under “Use of Proceeds” on page 2.  Please expand the discussion to

Mr. James Nathanielsz Propanc Health Group Corporation October 13, 2011 Page 3

 indicate the approximate amount of net proceeds from the minimum offering.  In
addition, with respect to each level of monies  raised, please indicat e the dollar amount of
proceeds you intend to allocate to clinical trials, research and development, expansion of
business, and general working capital, respectively.  In this  regard, we also note the
presentation in Table 2 and the $1.8 million allocated to “overhead.”

11. Please explain what you mean by the term “e xpansion of business.”  If you have an
agreement or understanding for a particular tr ansaction, please describe the terms of such
agreement.
12. Please expand the discussion to clarify, if applicable, the extent to which offering
proceeds may be used to repay existing liabilities.
 Market for Common Stock, page 12

13. We note your response to comment 20 and re issue the comment.  Please expand the
discussion to describe the criter ia that must be satisfied fo r acceptance of an application
for quotation on the OTC Bulletin Board.
 Management’s Discussion and Analysis of Financ ial Condition and Results of Operations, page
15

14. We note your response to comment 23 and reis sue the comment in part.  Please provide
an analysis as to why an order placed by the Dove Clinic, of which Dr. Kenyon was the
Medical Director, to an enti ty apparently formed by Dr. Kenyon to fulfill the order, is
considered to be a bona fide unsolicited orde r.  Please expand the discussion and consider
the inclusion of an additional ri sk factor to address the signi ficance, if any, of your supply
of unlicensed medicine to treat patients at the Dove Clinic, including potential legal and
liability ramifications, if any, in the event the transaction is  not considered to be in
compliance with the provisions of Sche dule I of the Medicines for Human Use
Regulations.

15. We note your response to comment 24 and reis sue the comment in part.  Please provide
the dates corresponding to the information provide d in your response.  In this regard, we
note the Australian predecessor to your co mpany was incorporated in October 2007 and
the discussion on page 31 indicates Dr. Kenyon was  the founder of the Australian
predecessor.
16. We note your response to comment 24 states th e company did not sell directly to the
Dove Clinic because the company was not fo rmed until after supply of the medicine was
undertaken by the Dove Clinic.  Please te ll us when and how, specifically, the Dove
Clinic acquired a supply of the medicine prior to the formation of the company.  In view
of the Limited Distributor Deed, it appears ENP Limited acquired the medicine from the
company.  Please file the Limited Distributor Deed as an exhibit.

Mr. James Nathanielsz Propanc Health Group Corporation October 13, 2011 Page 4

Liquidity and Capital Resources, page 17

17. Please file the August 3, 2010 and September 16, 2010 agreements with Churchill &
Associates as exhibits.  In addition, please file the June 6, 2011 termination agreement as
an exhibit.
 Related Party Transactions, page 18

18. Please identify by name the individuals to w hom you are referring in this discussion.
 Business

Overview, page 19

19. We note your response to comment 27 and re issue the comment.  As previously
requested, the overview presentation should temper your positive conclusions with the fact that substantial additional testing w ill be required.  The discussion should be
expanded to disclose the types of additional tests you will need to conduct and that early
results obtained may not be replicated in late r and larger trials.  In addition, your positive
conclusions should be modified by either expressing them as a hope that additional
testing will confirm any of th e positive results you describe or, alternatively, delete the
conclusions.

20. We note your reference to the unpublished re trospective study and review, and the
absence of significant data for most of the pa tients receiving treatment .  In view of the
limitations of the study, please eliminate re ferences to the study and its purported
statistical results throughout the prospectus.  Instead, pleas e revise the discussion to
provide disclosure to the effect that a version of the proposed drug was previously
administered to 46 patients and the data for the results of such treatment is incomplete or unavailable for most of the part icipants.  In addition, if true, the disclosure may state that
although the 2007 review of patient outcomes ha s limited, if any, recognized scientific
value because it was not a controlled scien tific study, management believes that since
some of the participants lived  marginally longer than antici pated by attending clinicians,
further research should be conducted to dete rmine whether the perceived increase in life
expectancy or survival can be at tributed to the proposed product.

21. Please expand the discussion to state the dates you applied for and subsequently received
approval from the UK and Australian author ities to treat pati ents with the novel
suppository formulation of proenzymes and the form in which such approval was
provided, e.g. written approval subs equent to a written request.

22. Please expand the discussion to state when th e special suppository was manufactured and
by whom.  In addition, please state when the suppository formulation was developed by
Drs. Kenyon and Mitchell.

Mr. James Nathanielsz Propanc Health Group Corporation October 13, 2011 Page 5

 23. We note the discussion of milestones on pa ge 20.  Please expand the discussion to
describe the pharmacological data that was pr esented to the MHRA in 2008.  In addition,
please discuss the 28 day multiple ascending dose study and the results of this study.
Propanc’s Technology, page 20

24. We note the reference to laboratory research at  the Universities of Bath and Granada.
Please clarify whether this university research  supports each of the bulleted points at the
top of page 21concerning PRP.  We may have additional comments.
 PRP-DCM, page 21

25. We note the reference to the international pate nt application filed in  late 2010.  Please
state whether you have the sole beneficial  interest in this patent application.

26. We note your comparison with Nexavar and “encouraging results” from your animal
research.  Please expand the discussion to also describe how your proposed product
differs from Nexavar, the negative results of your animal testing, the amount of time
required for regulatory approval of Nexavar, ma terial differences in  your current ability
to obtain regulatory approval and that of the developers of Nexavar at the time of
approval of Nexavar, and appropriate warni ng language that there is no assurance your
proposed product will receive re gulatory approval.  In the al ternative, please delete the
paragraph favorably comparing your research  and proposed product to that of Nexavar
and other researchers.
27. Please file the University of Granada and vivoPharm agreements as exhibits or provide
an analysis as to why these agreements ar e not required to be f iled pursuant to Item
601(b)(10) of Regulation S-K.
POPI, page 21

28. Please file the University of Granada agreement as an exhibit or provide  an analysis as to
why this agreement is not requ ired to be filed pursuant to Item 601(b)(10) of Regulation
S-K.
 The PRP Formulation, page 22

29. Please clarify whether the oral enzymes you de scribe have received regulatory approval
for administration to humans.  In additi on, please provide the brand name of these
approve products.

30. Please expand the discussion to state when the PRP product was patented and by whom.

Mr. James Nathanielsz Propanc Health Group Corporation October 13, 2011 Page 6

 31. Please expand the discussion to identify the “r ecent scientific evidence” pertaining to
rectally administered proenzyme formulati on and identify who conducted this research.
 Target Indications, page 22

32. We note the reference to “the larger scale clinical trials” at the top of page 23.  Please
expand the discussion to clarify whether you are referring to trials curr ently in progress or
trials you plan to initiate.  In addition, pleas e indicate when these tr ials started or when
you anticipate them to begin and the estimated  time required to complete these trials.
 33. The aforementioned reference to “larger scal e clinical trials” may imply that you have
already conducted smaller clinical trials.  Please advise or revise the discussion
accordingly.
Development Strategy, page 23

34. We note your reference  to completion of a “pr oof of concept” clinical trial.  Please
expand the discussion to clarify whether you are referring to the completion of Phase 1,
2, and 3 clinical trials as described under “Curre nt Operations” on page 25.

Anticipated Timelines, page 24

35. We note your development strategy is to  develop the proposed product through the
“proof of concept” clinical trial prior to  seeking a licensee.  Your timeline chart,
however, does not include a proj ected timeframe for a “proof of concept” clinical trial
nor is such trial described in the discussion.  Please expand the discussion accordingly.

36. Please expand the discussion to correlate th e timeline chart and discussion with the
expenditure information presented in Table 2.  In this regard we note, for example, that
$1.8 million is allocated for overhead, however no information is provided concerning the period of time for which these expenditures will be incurred.
Corporate Strategy, page 25

37. Please expand your definition of what you mean by the term “virtual company” to specify
what, if any, activities are actually conducted by your employ ees.  For example, is your
research conducted by third parties?
 Key Highlights, page 25

 38. Please provide support for the statement that the treatment is new and that it will
“uniquely target many aggressive tumor types. ” In this regard, we note the discussion
under “Company History” and “The PRP Formulation.”

Mr. James Nathanielsz Propanc Health Group Corporation October 13, 2011 Page 7

 Multiple mechanisms of action

39. Please reconcile the statements in this bullete d point with the statements under “The PRP
Mechanism of Action” that the mechanism of proenzymes is not fully known or understood.
 Encouraging data from patient treatment

40. Please expand the discussion elsewhere in the pr ospectus to describe the research in the
past 15 years and the clinical experience in UK and Australia that “provided persuasive
evidence that PRP is an effective treatment against cancer.”  In addition, please tell us
whether this “persuasive evidence” is suffi cient to support regulatory approval of your
proposed product for public use and sale.  If not, please tell us why this “evidence” is not
sufficient.
 Unique intellectual property

41. Please provide support for the statement that your  intellectual property is unique.  In this
regard we note that you do not have pa tents on the proposed products, the use of
proenzymes does not appear to be unique, nor  does the use of injection or suppositories
for the administration of medical treatment appear to be unique.
 Limitations of Current Therapies, page 26

42. We note your response to comment 51 and the absence of support for your beliefs
concerning the advantages of your proposed pr oduct.  Please expand the discussion to
balance the presentation to include discussion of:
 Your early stage of development;
 Absence of regulatory approval for your product;
 Absence of clinical trial history for your product; and
 The absence of a treatment study of your proposed product with significant
probative value.
 Market Opportunity, page 26

43. We note your response to comment 53 and the deletion of informati on with respect to
oncology drug sales in 2009.  However, you conti nue to present aggregate drug sale data
and have not provided information with re spect to the portion of the oncology market
attributed to each of the specific types of  products you intend to provide.  If you do not
intend to serve the global market and rather just service the colorectal and pancreatic
solid tumor market initially, the discussion of your anticipa ted market should be revised
accordingly.  Since you apparently intend to eventua

CORRESP
1
filename1.htm

    prop_corresp.htm

September 30, 2011

VIA EDGAR

Mr. John Krug

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Mail Stop 4720

Washington, DC 20549

Re:

Propanc Health Group Corporation

Amendment No. 1 to the Registration Statement on Form S-1

Filed August 18, 2011

File No. 333-175092

Dear Mr. Krug:

We are counsel to Propanc Health Group Corporation (“Propanc,” the “Company” or “our client”).  On behalf of our client, we respond as follows to the Staff’s comments dated August 19, 2011 and August 30, 2011, relating to the above-captioned Registration Statement.  Please note that for the Staff’s convenience, we have recited each of the Staff’s comments and provided the Company’s response to each comment in italics immediately thereafter.  In addition, we have attached a copy of the Registration Statement on Form S-1, Amendment No. 2, which has been marked with the changes from Form S-1, Amendment No.1 filed on August 18, 2011.

August 19, 2011 Comment Letter

Comment:        Our preliminary review of the above referenced amendment to your registration statement indicates that it fails in various material respects to comply with the requirements of the Securities Act of 1933, the rules and regulations under that Act, and the requirements of the form. Namely, the financial statements included in the filing are not current as required by Article 8-08 of Regulation S-X. In addition, your next amendment should include an updated accountant’s consent. We will not perform a detailed examination of the registration statement and we will not issue comments because to do so would delay the review of other disclosure documents that do not appear to contain comparable deficiencies.

Response:        The Registration Statement has been updated to include the Company’s audited consolidated financial statements for the years ended June 30, 2011 and 2010.

August 30, 2011 Comment Letter

Form S-1

Note 8- Stockholders’ Equity, page F-18

Comment:        In your response to comment 83, you state that “the last sale of the Company’s common stock occurred late October 2010 at $0.16.” Please clarify this statement by telling us whether these shares were issued to a related party or a third party. Furthermore, please reconcile this statement with your footnote under “Calculation of registration fee” regarding your proposed maximum offering price per share that it was estimated “on the basis of the last sales price of the Company’s common stock.” If no share was issued at a price close to $1.50, please provide us a description of events that contributed to the increase in the fair value of your common stock. We do not believe that your filing of the registration statement and the IPO itself would attribute to the significant increase in the fair value of your common stock.

If proposed maximum offering price per share of $1.50 was not based on the last sales price of your common stock, please tell us how you estimated this offering price per share.

With regards to fair valuing the 7,216,365 shares issuable under your June 8, 2011 agreement, please tell us why you believe that the October 2010 sales price is a better indication of fair value of these shares rather than the $1.50 that was estimated on the measurement date. In this respect it is noted that the registration statement was filed on June 23, 2011 with an anticipated IPO price of $1.50. Please disclose in the filing a chronological schedule of events from October 2010 to today that impacted the fair value of your common stock and quantify how much each event impacted the fair value.

Response:        Based on the estimated IPO price and certain transactions occurring in July 2011, we have reevaluated the valuation of the 7,216,365 shares and recorded them at a value of $1.50 per share, as presented and discussed in the June 30, 2011 consolidated financial statements. This $1.50 valuation is consistent with the value used in the "Calculation of registration fee."

************

We trust that the foregoing is responsive to the Staff’s comments.  Please do not hesitate to call me at (212) 752-9700 if you have any questions.

Very truly yours,

/s/ Peter J. Gennuso

Peter J. Gennuso, Esq.

August 30, 2011
 Via E-mail

Mr. James Nathanielsz Chief Executive Officer Propanc Health Group Corporation 576 Swan Street Richmond, VIC, 3121, Australia
Re: Propanc Health Group Corporation
Registration Statement on Form S-1 Supplemental letter dated August 23, 2011
  File No. 333-175092

Dear Mr. Nathanielsz:

We have reviewed your correspondence date d August 23, 2011 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 re gistration statement and the information you
provide in response to these comments, we may have additional comments.
 Form S-1

 Note 8- Stockholders’ Equity, page F-18

1. In your response to comment 83, you state that  “the last sale of the Company’s common
stock occurred late October 2010 at $0.16.”  Pl ease clarify this statement by telling us
whether these shares were issued to a related party or a third party.  Furthermore, please
reconcile this statement with your footnot e under “Calculation of registration fee”
regarding your proposed maximu m offering price per share that  it was estimated “on the
basis of the last sales price of the Company’s common stock.”  If no share was issued at a
price close to $1.50, please provi de us a description of even ts that contributed to the
increase in the fair value of your common stoc k.  We do not believe that your filing of the
registration statement and the IPO itself would attribute to the significant increase in the
fair value of your common stock.

Mr. James Nathanielsz Propanc Health Group Corporation August 30, 2011 Page 2

 If proposed maximum offering price per shar e of $1.50 was not based on the last sales
price of your common stock, please tell us how  you estimated this offering price per
share.  With regards to fair valuing the 7,216,365 shares issuable under your June 8, 2011
agreement, please tell us why you believe th at the October 2010 sales price is a better
indication of fair value of these shares ra ther than the $1.50 that was estimated on the
measurement date.  In this respect it is not ed that the registration statement was filed on
June 23, 2011 with an anticipated IPO price of $1.50.  Please disclose in the filing a
chronological schedule of events from October 2010 to today that impacted the fair value
of your common stock and quan tify how much each event im pacted the fair value.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in
possession of all facts relating to a company’s disc losure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
Notwithstanding our comments, in the event you request acceleration of  the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:
 should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission from taking any action with respect
to the filing;

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

 the company may not assert staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in th e above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.

Mr. James Nathanielsz Propanc Health Group Corporation August 30, 2011 Page 3

 You may contact Kiera Naka da, Staff Accountant, at (202) 551-3659 or Mary Mast,
review accountant, at (202) 551- 3613 if you have questions rega rding comments on the financial
statements and related matters.  Please contac t John Krug at (202) 551-3862 or me at (202) 551-
3715 with any other questions.
Sincerely,
  /s/Jeffrey Riedler     Jeffrey Riedler
Assistant Director

        cc: Peter J. Gennuso, Esq.       Gersten Savage LLP       600 Lexington Avenue, 10
th Floor
      New York, New York 10022

CORRESP
1
filename1.htm

    prop_corresp.htm

August 23, 2011

VIA EDGAR -CORRESPONDENCE

Ms. Mary Mast

Review Accountant

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Mail Stop 4720

Washington, DC 20549

Re:

Propanc Health Group Corporation

Amendment No. 1 to the Registration Statement on Form S-1

Filed August 18, 2011

File No. 333-175092

Dear Ms. Mast:

We are counsel for Propanc Health Group Corporation (“Propanc,” the “Company” or “our client”).  We are in receipt of the letter from the Securities and Exchange Commission (the “Commission”) dated August 19, 2011 wherein it was stated that the Commission will not proceed with its review of Amendment No.1 to Form S-1/A filed by the Company on August 18, 2011 for the reason that the financial statements included therein are not current as required by Article 8-08 of Regulation S-X.

In this regard, and further to our conversation earlier today, we request that the following responses to comments 81-83 of the Commission’s comment letter dated July 19, 2011 be reviewed preliminarily in order to assist the Company in preparing, and the auditor in auditing, the Company’s financial statements for the fiscal year ended June 30, 2011 as your responses may effect those updated financial statements.  For your convenience, we have recited each of the comments and provided the Company’s response to each comment in italics immediately thereafter.

Notes to Financial Statements

Note 1 – Nature of Operations, Basis of Presentation and Summary of Significant Accounting and Reporting Policies

Australian Goods and Services Tax, page F-9

Comment 81. You state here that “…assets are recognized net of the amount of GST.”  However, you continue to state that “[r]eceivables and payables in the balance sheets are shown inclusive of GST.”  Please revise your disclosure to clarify whether GST is included or excluded from your balance sheet items.  To the extent it is included, please identify the line item and the amounts that are included.

Response:  The Company believes the disclosure on page F-9 adequately describes the Company's accounting policy for its GST.  However, the Company intends to indicate in its future filings that "Revenues, expenses and Balance Sheet items are recognized net of GST except Payables and Receivables which are inclusive of GST" in order to further clarify the disclosure contained in its future financial statements.

Note 8- Stockholders’ Equity, page F-18

Comment 82. You state that based on an immaterial difference in the conversion formula, the director shares were converted at other prices immaterially different from the stipulated conversion price.  Please tell us why you believe the difference is immaterial.  Provide us an analysis of the conversion of the loans and accrued interest based on the correct formula vs. the conversion price used and clarify to us why you believe the difference is immaterial.  Your analysis should disclose how many shares would have been issued had the correct conversion formula been used. Consider the guidance in Staff Accounting Bulletin 99.

Response:  The transaction details were as follows:

Julian Kenyon

- Conversion rate was 0.18313576

- Per contract 0.18

Shares issued = 61,066

Should have been = 62,130

James Nathanielsz

- Conversion rate was 0.183125615

- Per contract 0.18

Shares issued = 59,939

Should have been = 60,979

Doug Mitchell

- Conversion rate was 0.183113243

- Per contract 0.18

Shares issued = 3,184,614

Should have been = 3,239,694

Total share difference was 57,185 shares valued at $0.16 and equates to $9,252 charged to additional paid in capital due to the related party nature of the conversions.

Each related party member agreed, in writing, on a conversion deed, to the final share quantity and amount converted.

The reference to immaterial difference in the conversion formula was meant to explain to the reader the reason for the charge to APIC since, had the conversion occurred as stated in the agreement, no charge to APIC (gain or loss if not a related party transaction) would have occurred.  SAB 99 need not be considered as the difference of $9,252 was recorded and there is no further obligation to the shareholders.

The Company will amend future filings to further clarify, stating, "Based on written agreement with the debt holders, there is no further obligation to those shareholders."

Note 12- Subsequent Events, page F-21

Comment 83. You state that you entered an agreement in June 2011 to issue 7,216, 365 shares to a third party consultant upon a registration statement being filed and that those shares would be initially valued based on the value at the agreement date with changes in fair value recorded at each period until the vesting date.  Since it appears that the quantity and terms of the equity instruments are known up front pursuant to ASC 505-50-30-21, it appears that the final measurement value upon filing the registration statement is based on the IPO price of $1.50.  Please revise to disclose the expected effect on the financial statements.

Response:  The company reviewed various accounting and valuation literature in deriving its position on this topic.  The literature includes, but is not limited to, SAB Topic 4(d), ASC 505-50 and the AICPA Audit and Accounting Practice Aid Series: Valuation of Privately-Held-Company Equity Securities Issued as Compensation, referred herein as "The Guide". The Company believes it has properly disclosed the accounting effects of the transaction in relation to how the financial statements will be effected.  The Company elected not to disclose the value of the shares, but rather only the obligation that the Company was under to issue the shares along with the financial statement accounting effect, as the Company believes the measurement date had not been reached when the auditor’s report dated June 22, 2011 was issued. Further, the Company believes disclosing the $1.50 value of the shares, at that time, would have been misleading to the reader as the IPO price is not finalized until the registration statement is effective which it was not upon the S-1 filing on June 23, 2011 (See the Guide, Chapter 9, paragraphs 112 and 113).

Regarding the $1.50 valuation of the shares issued for services in June 2011, the Company is of the position that the share issuance should be valued at $0.16 as opposed to the anticipated $1.50 IPO price.  It should be noted that the last sale of the Company's common stock occurred late October 2010 at $0.16 per share.   The Company reviewed the above stated literature when considering the June 8, 2011 share issuance for services and concluded that intervening events occurred prior to the $1.50 estimated IPO price and initial filing of the registration statement (See the Guide Chapter 9, paragraph 113).  The 7,216,365 shares were originally to be issued to Churchill & Associates ("C&A") per an agreement dated August 3, 2010 (3,333,333 upon entering the contract and the remainder upon  the Company filing a Registration Statement) which has been filed as an exhibit to this registration statement.  The Company initially recorded the 3,333,333 shares it was obligated to issue C&A at $0.16 and recorded a prepaid which was being amortized to expense over the one-year term of the August 2010 contract.   Based on events out of the Company's control, this agreement was terminated, as such, the Company removed the remaining unamortized prepaid and related stock issuance to C&A, and the Company entered into an agreement with Jersey Fortress Capital Partners ("Jersey") to continue the Company's efforts of filing a Registration Statement.  It was agreed upon by all parties that the shares that were previously to be issued to C&A, would now be granted to Jersey per the terms of June 2011 agreement which is attached as an exhibit to the Registration Statement. At the time the Company entered into the C&A and also the Jersey agreement and based on historical results, the Company's best estimate of fair value, based on the best information available at the time, was $0.16. The Company's belief is that the $1,154,618 valuation for services based on $0.16 per share is a more accurate reflection of the transaction and its related valuation as opposed to $10,824,548 based on the per share amount of $1.50.  Had a different approach been contemplated, the share quantity would have been drastically reduced.  Value added activities and intervening events have occurred throughout 2010 and 2011 that have added to the $1.50 IPO price none of which was more substantial than the Registration Statement and the IPO itself.

We thank you for your consideration and assistance regarding this matter. Please do not hesitate to call me at (212) 752-9700 if you have any questions.

Very truly yours,

/s/ Peter J. Gennuso

Peter J. Gennuso, Esq.

August 19, 2011
 Via E-mail

Mr. James Nathanielsz, Chief Executive Officer
Propanc Health Group Corporation 576 Swan Street Richmond, VIC, 3121, Australia
Re: Propanc Health Group Corporation
 Registration Statement on Form S-1  Amendment No. 1 filed August 18, 2011  File No. 333-175092

Dear Mr. Nathanielsz:
Our preliminary review of the above referenc ed amendment to your registration statement
indicates that it fails in various material respects to comply with the requirements of the Securities
Act of 1933, the rules an d regulations under that Act, and th e requirements of the form.  Namely,
the financial statements included  in the filing are not current as  required by Article 8-08 of
Regulation S-X.  In addition, your  next amendment should include an  updated accountant’s consent.
We will not perform a detailed ex amination of the regi stration statement an d we will not issue
comments because to do so would delay the review of othe r disclosure documents that do not
appear to contain comp arable deficiencies.

If you were to request acceleratio n of the effective date of the registration statement in its
present form, we would likely reco mmend that the Commissi on deny your request.   We suggest that
you consider filing a substa ntive amendment to correct  the deficiencies.

Sincerely,
   /s/ Daniel Greenspan for     Jeffrey Riedler
Assistant Director
  cc: Peter J. Gennuso, Esquire

CORRESP
1
filename1.htm

    prop_corresp.htm

August 18, 2011

VIA EDGAR

Mr. John Krug

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Mail Stop 4720

Washington, DC 20549

Re:

Propanc Health Group Corporation

Amendment No. 1 to the Registration Statement on Form S-1

Filed June 23, 2011

File No. 333-175092

Dear Mr. Krug:

We are counsel to Propanc Health Group Corporation (“Propanc,” the “Company” or “our client”).  On behalf of our client, we respond as follows to the Staff’s comments dated July 19, 2011, relating to the above-captioned Registration Statement.  Captions and section headings herein will correspond to those set forth in Amendment No. 1 to the Registration Statement on Form S-1, a copy of which has been marked with the changes from the initial filing and is enclosed herein.  Please note that for the Staff’s convenience, we have recited each of the Staff’s comments and provided the Company’s response to each comment in italics immediately thereafter.

Form S-1

General

Comment 1.     Please provide us proofs of all graphic, visual, or photographic information you will provide in the printed prospectus prior to its use, for example in a preliminary prospectus. Please note we may have comments regarding these materials.

Response:        The Company will provide the Securities and Exchange Commission with all graphic, visual, or photographic information that will be included in the printed prospectus prior to its use.

Comment 2.     Please note that where we provide examples to illustrate what we mean by our comments, they are examples and not complete lists.  If our comments are applicable to portions of the filing that we have not cited as examples, please make the appropriate changes in accordance with our comments.

Response:        The Company notes the comment above.

Comment 3.     Please update the discussion in your prospectus to the most recent date practicable.

Response:        The discussion in the Registration Statement has been updated to the most recent date practicable, as per the above comment.

1

Cover Page

Comment 4.     We note the registration statement pertains to a combined primary and secondary offering of common stock, the primary offering will be conducted by the company’s officers and directors, and that these individuals are also identified as selling shareholders. Please expand the discussion on the cover page and in the plan of distribution section to clarify whether the primary offering will be completed prior to the beginning of the secondary offering. Alternatively, please consider providing two separate prospectuses or the filing of alternate pages reflecting the respective offerings in the next amendment.  Regardless of the alternative you select, please identify your affiliates as underwriters.  In addition, the prospectus should be updated by filing a post-effective amendment after completion of the primary offering to describe the results of the primary offering.  We may have additional comments.

Response:        The Registration Statement has been modified to include alternate pages reflecting the offerings.  In addition, the Registration Statement has been revised to address the other comments above.  Please see the cover page of the Registration Statement.  The Company also undertakes to file a post-effective amendment after the completion of the primary offering.

Comment 5.     Please state whether there is any minimum amount that must be raised as a result of the primary offering, whether there are any minimum purchase requirements, and whether there are any arrangements to place the funds in an escrow, trust, or similar account.  If you have not made any of these arrangements, state this fact and describe the effect on investors.  See Item 501(b)(8) of Regulation S-K.

Response:        The Registration Statement has been revised in response to this comment.  Please see the cover page of the Registration Statement.

Prospectus Summary

Our Company, page 1

Comment 6.     Please include a discussion of the material terms of the exchange offer, the nature of your operations prior to the exchange offer, the approximate percentage ownership the  64.7 million shares represented on the date of the exchange, and the affiliation, if any, between Propanc Pty Ltd. and you prior to the exchange offer.

Response:        The Registration Statement has been revised in response to this comment.  Please see page 1 of the Registration Statement.

The Offering, page 2

Comment 7.     Please expand the presentation to include a line item for the number of shares to be offered by the company.

Response:        The Registration Statement has been revised in response to this comment.  Please see page 2 of the Registration Statement.

Comment 8.    Please reconcile the number of shares outstanding prior to the offering with the number of shares reflected on your financial statements and the section entitled “Recent Sales of Unregistered Securities.”  We may have additional comments.

2

Response:        The Registration Statement has been revised in response to this comment.  Please see page 2 and page II-2 of the Registration Statement.

9.   We note you indicate the number of shares outstanding prior to the offering is the same as the number of shares outstanding immediately following the offering which includes up to five million shares on a best efforts basis.  Please advise or revise.

Response:        The Registration Statement has been revised in response to this comment.  Please see page 2 of the Registration Statement.

Risk Factors – General

10. Please expand the risk factor section to include risk factors specifically addressing:

●

Your accountant’s going concern opinion;

●

Potential product liability claims; and

●

The lack of independent directors and related corporate governance issues and potential risks to shareholders.

Response:        The Registration Statement has been revised to include the risk factors requested.  Please see pages 6 and 10 of the Registration Statement.

11. We note you may be substantially dependent upon one or more third parties to conduct your research and clinical studies.  If you are, please add a risk factor to address this fact. Also, please file copies of these agreements as exhibits and discuss them in greater detail in your business section.  If you do not believe that you are substantially dependent upon these agreements, please provide an analysis supporting your determination.  See Item 601(b)(10)(ii)(B) of Regulation S-K.

Response:        The Company is not substantially dependent on any one particular third party to carry out its research and clinical studies, as it follows a standard outsourcing model which involves outsourcing a number of its key research and development activities.  It is not reliant on any one particular company to carry out all of its activities.  As such, we believe that the requested risk factor is not necessary.

“Our ability to continue as a going concern…,” page 4

Comment 12.   Please expand the discussion to quantify the amount of losses you have incurred in each of the past two years and the amount of your accumulated deficit.  In addition, please disclose that as of March 31, 2011, you only had $54 in cash.

Response:        The relevant risk factor has been revised in response to this comment.  Please see page 5 of the Registration Statement.

“Because we will need to finance our future cash needs through securities offerings…,” page 4

Comment 13.   We note your belief that “the net proceeds from our prior private equity offerings and existing cash will be sufficient to enable us to fund our projected operating requirements for the next twelve (12) months….” Please reconcile this statement with the fact that as of March 31, 2011 your available cash resources apparently consisted of $54 in cash and a receivable for $2608, and the statement at the bottom of page 14 “therefore, we do not have enough available cash to meet our obligations over the next 12 months.”  We may have additional comments.

Response:        The relevant risk factor has been revised to in response to this comment.  Please see page 5 of the Registration Statement.

“Because pre-clinical and clinical trials required for our product candidates…,” page 5

3

Comment 14.   Please expand the discussion to briefly discuss whether and the extent to which you have conducted pre-clinical and clinical trials.

Response:        The relevant risk factor has been revised to in response to this comment.  Please see page 7 of the Registration Statement.

“If we are unable to obtain sufficient and adequate supplies necessary for the manufacturing of our product…,” page 6

Comment 15.   It is unclear from the discussion whether there is, in fact, a sole source supplier for the components of your product.  If you are substantially dependent on any of your raw material or component suppliers, please identify them here and identify the products that are materially dependent on the raw materials or components.  Also, please file copies of these agreements as exhibits and discuss them in greater detail in your business section.  If you do not believe you are substantially dependent upon these agreements, please provide an analysis supporting your determination.  See Item 601(b)(10)(ii)(B) of Regulation S-K.

Response:        The Company is of the opinion that it is not reliant on any sole supplier for its key components of its lead formulation.  Such determination is based on the fact that the raw materials it requires are readily available from a variety of suppliers.  In order to minimize any potential risk, the Company intends to source its key components from at least two suppliers at any given time.

 “If we lose key management or scientific personnel…,” page 8

Comment 16.    Please expand the discussion to state the extent to which you have employment agreements with your key personnel.  If applicable, please file these employment agreements as exhibits.

Response:        The relevant risk factor has been revised to in response to this comment.  Please see page 10 of the Registration Statement.  In addition, the letters of Appointment for Drs. Julian Kenyon and Douglas Mitchell have been included as Exhibits 10.10 and 10.11, respectively.

Use of Proceeds, page 11

Comment 17.   Please revise the disclosure to indicate the order of priority and the amount allocated for each specified purpose and discuss your plans if substantially less than the maximum amount of proceeds is obtained.  The disclosure should quantify the amount to be used for each purpose at different levels of offering proceeds.  For example, disclose how proceeds will be allocated if 100%, 50%, 25%, and 10% of the total maximum amount of proceeds are received.

Response:        The Use of Proceeds section of the Registration Statement has been revised to include the disclosure requested.  Please see page 13 of the Registration Statement.

Comment 18. Please describe what stage of development you expect to achieve for each indication for your product candidates using the proceeds from the offering.

Response:        The Registration Statement has been revised in response to this comment.  Please see page 13 of the Registration Statement.

Comment 19.   We note the discussion under “Liquidity and Capital Resources” concerning the $400,000 “down payment toward prospective acquisitions.”  We also note the terms of Section 2 of Exhibit 10.7.  If proceeds of the offering will be used for acquisitions, the use of proceeds discussion should be expanded accordingly.  See also Instruction 6 to Item 504 of Regulation S-K.  We may have additional comments.

4

Response:       Proceeds from the best efforts offering will not be used for prospective acquisitions but will be used solely as set forth in the Use of Proceeds section.  Please see page 13 of the Registration Statement.

Market for Common Stock, page 12

Comment 20. Please expand the discussion to describe the criteria that must be satisfied for acceptance of an application for quotation on the OTC Bulletin Board.

Response:        The Registration Statement has been revised in response to this comment.  Please see page 15 of the Registration Statement.

Comment 21.   Please expand the discussion to provide the dates of availability and the number of shares that may be sold by affiliates in accordance with Rule 144.

Response:        The Registration Statement has been revised in response to this comment to state the number of shares that may be sold by affiliates and to state that such affiliates may sell their shares after the six-month holding period.  Please see page 15 of the Registration Statement.

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 13

Comment 22. You state that the discussion relates to your subsidiary, Propanc Pty Ltd.  Please revise to discuss the results of operations for the consolidated entity, Propanc Health Group Corporation.

Response:        The Registration Statement has been revised in response to this comment.  Please see page 15 of the Registration Statement.

For the Year Ended June 30, 2010 compared to the Year ended June 30, 2009

Revenue, page 13

Comment 23.    Please expand the discussion to explain the significance, if any, of your supply of unlicensed medicine to treat patients at the Dove Clinic, including potential legal and liability ramifications, if any.

Response:        The Registration Statement has been revised to state that the Company’s management believes that there will be no ramifications from the supply of unlicensed medicine to the Dove Clinic.  In the United Kingdom, an unlicensed relevant medicinal product may only be supplied in accordance with the provisions of Schedule 1 of the The Medicines for Human Use (Marketing Authorisations) Regulations 1994 [SI 1994/3144], (the MA Regs.).   Schedule 1 exempts relevant medicinal product which is supplied to fill a "special need"  from the need for a marketing authorization, provided that such supply is in response to a bona fide unsolicited order, formulated in accordance with the specification of a doctor, dentist or supplementary prescriber and for use by his individual patients on his direct responsibility.  The supply of the unlicensed medicine to the Dove Clinic was in compliance with Schedule 1.  Please see page 16 of the Registration Statement.

Comment 24.   Since Dr. Kenyon is the Medical Director of the Dove Clinic, please tell us why you did not sell the medicine directly to the Dove Clinic.

Response:        The Company did not sell the medicine directly to The Dove Clinic Limited because the Company was formed after supply of the medicine was undertaken by the Dove Clinic.  The supply of the unlicensed medicine to patients continued over a period of eighteen months.  During this period, the Company was formed on the basis that it would develop and commercialize the technology based on the clinic results observed by Dr. Kenyon at the Dove Clinic after treating a number of advanced cancer patients in his clinic under the UK Specials License Scheme.

5

For the Year Ended June 30, 2010 Compared to the Year Ended June 30, 2009

Administration Expense, page 14

Comment 25.    Please revise your discussion to explain why your stock based expense was much higher during the fiscal year ended 2010.

Response:        The Registration Statement has been revised to include the disclosure requested.  Please see page 16 of the Registration Statement.

Liquidity and Capital Resources, page 14

Comment 26.   Please tell us whether you are affiliated with Churchill and Associates.  We may have additional comments.

Response:        The Company had entered into certain agreements with Churchill and Associates in August 2010.  The Company has terminated its agreements with Churchill and Associates and has re

July 19, 2011
Via E-mail
 Mr. James Nathanielsz Chief Executive Officer Propanc Health Group Corporation 576 Swan Street Richmond, VIC, 3121, Australia
Re: Propanc Health Group Corporation
Registration Statement on Form S-1 Filed June 23, 2011
  File No. 333-175092

Dear Mr. Nathanielsz:

We have reviewed your registration statem ent and have the following comments.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.
 Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe  our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
 After reviewing any amendment to your re gistration statement and the information you
provide in response to these comments, we may have additional comments.
 Form S-1

General

1. Please provide us proofs of all graphic, visual, or photographic information you will
provide in the printed prospectus  prior to its use, for example in a preliminary prospectus.
Please note we may have comments regarding these materials.

2. Please note that where we provide examples to illustrate what we mean by our comments,
they are examples and not complete lists.  If  our comments are appli cable to portions of
the filing that we have not cited as examples, please make the appropriate changes in
accordance with our comments.

3. Please update the discussion in your prospect us to the most recent date practicable.

Mr. James Nathanielsz Propanc Health Group Corporation July 19, 2011 Page 2

 Cover Page

4. We note the registration statement pertains to  a combined primary and secondary offering
of common stock, the primary offering will be  conducted by the company’s officers and
directors, and that these indi viduals are also identified as  selling shareholders. Please
expand the discussion on the cover page and in  the plan distributi on section to clarify
whether the primary offering will be comple ted prior to the beginning of the secondary
offering.  Alternatively, please c onsider providing two separate  prospectuses or the filing
of alternate pages reflecting the respective offe rings in the next amendment.  Regardless
of the alternative you select, please identify your affiliates as  underwriters.  In addition,
the prospectus should be updated by filing a post-effective amendment after completion
of the primary offering to describe the resu lts of the primary offering.  We may have
additional comments.

5. Please state whether there is any minimum amount  that must be raised as a result of the
primary offering, whether there are any mi nimum purchase requirements, and whether
there are any arrangements to place the funds in  an escrow, trust, or similar account.  If
you have not made any of these arrangements, st ate this fact and describe the effect on
investors.  See Item 501(b)(8) of Regulation S-K.

Prospectus Summary
 Our Company, page 1

6. Please include a discussion of the material term s of the exchange offer, the nature of your
operations prior to the exchange offer, the approximate percentage  ownership the  64.7
million shares represented on the date of the exchange, and the affiliation, if any, between
Propanc Pty Ltd. and you prio r to the exchange offer.
 The Offering, page 2

7. Please expand the presentation to include a lin e item for the number of shares to be
offered by the company.

8. Please reconcile the number of shares outstan ding prior to the offering with the number
of shares reflected on your financial statem ents and the section en titled “Recent Sales of
Unregistered Securities.”  We may have additional comments.

9. We note you indicate the number of shares outst anding prior to the offering is the same as
the number of shares outstanding immediatel y following the offering which includes up
to five million shares on a best efforts basis.  Please advise or revise.

Mr. James Nathanielsz Propanc Health Group Corporation July 19, 2011 Page 3

 Risk Factors – General

10. Please expand the risk factor section to in clude risk factors sp ecifically addressing:
 Your accountant’s going concern opinion;
 Potential product liability claims; and
 The lack of independent di rectors and relate d corporate governa nce issues and
potential risks to shareholders.

11. We note you may be substantially dependent upon one or more third parties to conduct
your research and clinical studies.  If you are, pl ease add a risk factor to address this fact.
Also, please file copies of these agreements as  exhibits and discuss them in greater detail
in your business section.  If you do not beli eve that you are substa ntially dependent upon
these agreements, please provide an analysis  supporting your determination.  See Item
601(b)(10)(ii)(B) of Regulation S-K.
 “Our ability to continue as a going concern…,” page 4

12. Please expand the discussion to quantify the amount of losses you have incurred in each
of the past two years and the amount of your  accumulated deficit.  In addition, please
disclose that as of March 31, 2011, you only had $54 in cash.
 “Because we will need to finance our future cash needs through securities offerings…,” page 4

13. We note your belief that “the net proceeds fr om our prior private equity offerings and
existing cash will be sufficient to enable us  to fund our projecte d operating requirements
for the next twelve (12) months ….”  Please reconcile this stat ement with the fact that as
of March 31, 2011 your available cash resources apparently consisted of $54 in cash and
a receivable for $2608, and the statement at th e bottom of page 14 “therefore, we do not
have enough available cash to meet our oblig ations over the next 12 months.”  We may
have additional comments.
 “Because pre-clinical and clini cal trials required for our product candidates…,” page 5

14. Please expand the discussion to briefly discu ss whether and the extent to which you have
conducted pre-clinical and clinical trials.
 “If we are unable to obtain sufficient and ade quate supplies necessary for the manufacturing of
our product…,” page 6

15. It is unclear from the discussion whether ther e is, in fact, a sole source supplier for the
components of your product.  If you are s ubstantially dependent on any of your raw
material or component suppliers, please identif y them here and identify the products that
are materially dependent on the raw materials or  components.  Also, pl ease file copies of
these agreements as exhibits and discuss them  in greater detail in your business section.

Mr. James Nathanielsz Propanc Health Group Corporation July 19, 2011 Page 4

 If you do not believe you ar e substantially dependent upon these agreements, please
provide an analysis suppor ting your determination.  See Item 601(b)(10)(ii)(B) of
Regulation S-K.
  “If we lose key management or scientific personnel…,” page 8

16. Please expand the discussion to state the extent to which you have employment
agreements with your key personnel.  If applicable, please file these employment
agreements as exhibits.
 Use of Proceeds, page 11

17. Please revise the disclosure to indicate the or der of priority and th e amount allocated for
each specified purpose and discuss your plan s if substantially less than the maximum
amount of proceeds is obtained.  The disclo sure should quantify the amount to be used
for each purpose at different levels of offe ring proceeds.  For example, disclose how
proceeds will be allocated if 100%, 50%, 25% , and 10% of the total maximum amount of
proceeds are received.

18. Please describe what stage of development you expect to achieve for each indication for
your product candidates using the proceeds from the offering.

19. We note the discussion under “Liquidity a nd Capital Resources” concerning the $400,000
“down payment toward prospective acquisitions.”  We also note the terms of Section 2 of
Exhibit 10.7.  If proceeds of the offering will be used for acquisitions, the use of proceeds
discussion should be expanded accordingly.  See also Instruction 6 to Item 504 of
Regulation S-K.  We may have additional comments.
 Market for Common Stock, page 12

20. Please expand the discussion to de scribe the criteria that must be satisfied for acceptance
of an application for quotat ion on the OTC Bulletin Board.

21. Please expand the discussion to provide the dates of availability and the number of shares
that may be sold by affiliat es in accordance with Rule 144.
 Management’s Discussion and Analysis

Results of Operations, page 13

22. You state that the discussion re lates to your subsidiary, Propanc  Pty Ltd..  Please revise to
discuss the results of operations for the consolidated entity, Propanc Health Group
Corporation.

Mr. James Nathanielsz Propanc Health Group Corporation July 19, 2011 Page 5

 For the Year Ended June 30, 2010 compared to the Year ended June 30, 2009

Revenue, page 13

23. Please expand the discussion to explain th e significance, if any, of your supply of
unlicensed medicine to treat patients at the Dove Clinic, incl uding potential legal and
liability ramifications, if any.

24. Since Dr. Kenyon is the Medical Director of the Dove Clinic , please tell us why you did
not sell the medicine dir ectly to the Dove Clinic.

For the Year Ended June 30, 2010 Compared to the Year Ended June 30, 2009
Administration Expense, page 14

25. Please revise your discussion to explain w hy your stock based expense was much higher
during the fiscal year ended 2010.
Liquidity and Capital Resources, page 14

26. Please tell us whether you are affiliated with  Churchill and Associates.  We may have
additional comments.

Business
Overview, page 16

27. The overview presentation should be balanced.  Since you are in the very early stages of
drug development, please temper your positive c onclusions with the fa ct that substantial
additional testing will be re quired.  The discussion should be expanded to disclose the
types of additional tests you will need to conduc t and that early results obtained may not
be replicated in later and larger trials.  In addition, your positive conclusions should be
modified by either expressing them as a hope that additional testi ng will confirm any of
the positive results you describe or, a lternatively, delete the conclusions.

28. Please disclose whether your clinical studies we re reported in any scie ntific journals.  If
so, please identify the jo urnals and state whether the study was subject to peer review.
Also, please advise us as to whether any ot her studies of Propanc have been conducted.
If so, provide comparative disclosure.

29. Please expand the discussion to describe the general development of the company and its
predecessors for at least the past five year s as requested by Item 101 of Regulation S-K.

30. We note you “have engaged leadi ng scientific expert s in the field….” Please provide us
with the basis for the statement that these in dividuals are leading e xperts or delete the
word “leading.”

Mr. James Nathanielsz Propanc Health Group Corporation July 19, 2011 Page 6

 31. Please define the term “proenzyme” and briefl y describe the nature of the components of
your formula and how it acts as a cancer preventative.

32. Please explain what you mean by the phrase “h as proven to not encounter resistance.”

33. We note the use of the terms “dose” and “tr eatment” in your descri ption of the proposed
product.  Please clarify whether the terms ar e interchangeable or signify a difference in
application or usage.
 34. Please expand the discussion to explain why you consider the formulation to be unique.
In this regard, we note the original formul ation you tested was developed by third parties
and your website refers to Dr. Beard’s 1911 ar ticle concerning the enzyme treatment of
cancers.
35. Since your proposed product is designed to  treat cancer patients, please expand the
discussion to explain what you mean by “high risk” patients as opposed to other patients
who may need therapy to prevent their resp ective cancers from returning and spreading.

36. Please expand the discussion relative to the “lea ding scientific experts” you have engaged
to:
 Describe when the expe rts were engaged;
 Describe the purpose of their engagement;
  Indentify the experts; and
 Discuss the extent to which the experts will receive compensation as a result of
further development and sale of the proposed product(s).

37. Please identify who provided Drs. Kenyon and Mitchell permission in 2007 to perform
clinical trials.

38. We note the “permission” pertained to  “a non-commercial supply of proenzyme
suppositories.”  Please clarify what you mean by this term including whether commercial
supplies of proenzyme suppositories are alrea dy available and, if so, for what purposes.

39. Please identify who created “the newly devel oped proenzyme formulation” that was the
subject of clinical trial for wh ich permission was received in 2007.

40. We note the reference to Propanc as y our “primary” product.  Please expand the
discussion to identify your other products and the extent of their development, if any.

41. We note Drs. Kenyon and Mitchell and Mr. Nathanielsz prepared a strategy to
commercialize the product after a successful  trial.  Please expand the discussion to
describe the trial including:

When and where it was conducted;
 Who conducted the trial;

Mr. James Nathanielsz Propanc Health Group Corporation July 19, 2011 Page 7

  The duration of the trial;
 The trial results;
 The nature of the control groups;
 Group sizes;
 Target indications;
 Endpoints tested;
 Results; and
 P values obtained.

42. Please expand the discussion to specifically de scribe how extensive the research and how
limited the clinical trials you conducted were.

43. Please state how many trials you have conducted, the approximate duration of each trial,
and the number of patients treated in the resp ective trials.  In this  regard, we note the
registrant was formed in November 2010 and the Australian subsidiary was formed in
October 2007. We also note the reference to the fact your directors have worked with
researchers over the past 15 years and have enhanced the potency of the treatment.
Please expand the discussion to clarify whether and the extent to which your formulation
has changed during the course  of your clinical trials.

44. Please reconcile the reference on page 16 to your research and development team with
the statement on page 21 that you have one employee.
45. We note the reference to the limited trials  conducted on 46 patients.  Please expand the
discussion to:
 Identify when the trial was conducted and by whom;
 Describe the duration of the trial;
 Provide more specific information concerni ng the results of the trial including a
breakdown of the details of the patients  who “lived significantly longer that
initially expected” as well as the patients who died prior to their expected survival
time;
 Discuss whether there was a “control” group among the 46 participants and the
nature of any control groups;
 The size of any groups;
 Targeted indications;
 Endpoints tested;
 Results;
 P values obtained; and

Identify who determined the anticipate d life expectancy used as the trial
benchmarks and describe how such life expectancy was calculated.

46. Please tell us the basis for your belief that your treatment will work with a number of
different cancer types over a prolonged period.  In this regard, we note that half of the

Mr. James Nathanielsz Propanc Health Group Corporation July 19, 2011 Page 8

 participants in the limited tria l involving your treatment died  prematurely.  We may have
additional comments.

47. If half of the participants in the limited clin ical trial died prematur ely, what is the basis
for the statement that Propanc has demonstrat ed minimal side eff ect