DS HEALTHCARE GROUP, INC.
1601 Green Road
Pompano Beach, Florida 33064
July 31, 2014
“CORRES”
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F. Street, N.E.
Washington, D.C. 20549-4631
Re:
DS HEALTHCARE GROUP, INC.
Registration Statement on Form S-3
File No. 333-195344
Ladies and Gentlemen:
The under undersigned registrant hereby requests acceleration of the effective date of the above-captioned Registration Statement to 4th day, of August, 2014 at 11:00 a.m., Eastern Time, or as soon thereafter as is practicable.
The undersigned acknowledges that:
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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;
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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
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the Company may not assert staff comments and declaration of the effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
The undersigned also acknowledges to the staff its awareness of its responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934, as amended.
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| Very truly yours, |
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| DS HEALTHCARE GROUP, INC. |
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| By: | /s/ Daniel Khesin |
| | Daniel Khesin |
| | Chief Executive Officer |