HART & TRINEN, LLP
ATTORNEYS AT LAW
1624 Washington Street
Denver, CO 80203
William T. Hart, P.C. ________ Email: harttrinen@aol.com
Donald T. Trinen Facsimile: (303) 839-5414
(303) 839-0061
April 10, 2007
Sonia Barros
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NE
Washington, DC 20549
Re: Tongji Healthcare Group, Inc.
Registration Statement on Form SB-2
File No. 333-140645
This office represents Tongji Healthcare Group, Inc. (the "Company").
Amendment #1 to the Company's registration statement has been field with the
Commission. This letter contains the Company's responses to the comments
received from the Staff by letter dated March 12, 2007. The paragraph numbers in
this letter correspond with the numbered paragraphs in the Staff's comment
letter. The letters "FS" under the page number column are references to pages in
the Company's financial statements.
Page Number
C-1 The term "listed" is a non-technical term which, under
the Commission's Plain English Language rules, is understood
by the average investor. Even the website for the OTC Bulletin
Board makes reference to the term "listing standards".
Accordingly, we believe the reference to the shares being
"listed" is appropriate. N/A
C-2 From the standpoint of almost all investors, there is
only one risk and that is that the price of a security
will go down and not up. People buy stocks for one reason
and that is to make money. The only way to make money is
for the stock price to go up. People do not invest in
stocks so they can receive annual reports (which they do
not read) or receive invitations to shareholder meetings
(which they do not attend). For the most part, investors do not
care why the price of stocks which they own goes up or down,
they only care if the price goes up or down. In the last
sentence of the first paragraph of the risk factor section
of the prospectus it is disclosed that the Company's common
stock could decline if any risk materializes. Several of the
risk factor headings have been revised in response to this
comment. 5,6,7,8
C-3 Comment complied with. 9
C-4 Comment complied with. 6
Page Number
C-5 Comment complied with. 7
C-6 A risk, in the financial world, is the possible occurrence
of an event which may cause the price of a corporation's
security to decline if the event occurs. The stock ownership
of the Company's president and his wife is a fact, not a risk. N/A
C-7 Comment complied with. Since the Company's operations are
generating cash, the Company anticipates that it will only issue
additional shares in connection with an acquisition. 6
C-8 Comment complied with. 5
C-9 Comment complied with. 5
C-10 Comment complied with. 6
C-11 Since the Company's operations are generating cash, the
only financing the Company believes it will need at the
present time will be in connection with an acquisition.
As the need for additional financing relates only to the
Company's acquisition strategy, we are of the opinion
that two risk factors are not needed. N/A
C-12 Since the Company has not identified any particular
acquisition, the Company is unable to quantify the amount
of financing it will need in order to complete an acquisition. N/A
C-13 The Company's operations are generating cash, as opposed to
using cash. N/A
C-14 We have modified the risk factor in response to this comment.
However, since we have only disclosed material risks, the mere
disclosure of the risks pertaining to the Company's acquisition
strategy indicates its importance. 6
C-15 Comment complied with. The Company's malpractice insurance
costs are approximately $3,700 per year and is not material. 7
C-16 The risk factor which is the subject of this comment has
been deleted. 7
C-17 Comment complied with. 7
C-18 The Company is unable to quantify the impact that a change
in exchange rates could have since the Company does not know the
degree by which exchange rates may change in the future. N/A
C-19 Comment complied with. 10
-2-
Page Number
C-20 Rule 15g-9 imposes requirements on broker-dealers
and not issuers. Accordingly, there are no legal
remedies available against the Company for any violation
of this rule. N/A
C-21 Comment complied with. 13
C-22(a) As disclosed in the amended registration statement, the
only third party payors are government Medicaid agencies.
The Company bills the government Medicaid agencies directly
and does not use estimates. We have disclosed that there
have not been any material differences between the amounts
which the Company has billed and the amounts which have been
received by the Company from the Medicare agencies. 13
C-22(b) A disclosure has been added to the registration statement
that there have not been any material differences between
the amounts billed by the Company and the amounts received
by the Company from the Medicare agencies. 13
C-22(c) Comment complied with. 14
C-22(d) All the Company's receivables are due from the government
Medicare agencies. The receivable balances are shown as
"accounts receivable" on the Company's balance sheet N/A
C-23 Comment complied with. 15
C-24 The amount billed to the Medicaid funds is shown in the
statement of operations. There is no difference between
gross patient service revenue and net patient revenue since
the Company bills the government Medicaid funds directly
for services provided to Medicare patients. N/A
C-25 Comment complied with. 12,14
C-26 For fiscal 2006 interest income was $8,731 and interest
expense was $30,103. For fiscal 2005 interest income
was $8,506 and interest expense was $28,101. Interest
income and interest expense for both 2006 and 2005 are
not material to the Company's operations. N/A
C-27 Since the Company's operations are generating cash, the
Company will only need capital in connection with an
acquisition. As the Company has not identified any
particular acquisition, the Company is unable to quantify
the amount the Company may need to pursue its business plan.
We have disclosed in the registration statement that the
Company's primary source of capital is income from its
operations. 14
C-28 Comment complied with. 14
-3-
Page Number
C-29 The Company's accounting system does not generate day
sales outstanding. We have disclosed the reasons for
the increase in the accounts receivable balance during 2006. 14
C-30 Comment complied with. The disclosure concerning the
Company's modern medical equipment has been deleted from
the registration statement. 15
C-31 Comment complied with. 15
C-32 Comment complied with. 17
C-33 The reference to Tongji Healthcare Group was incorrect and
the prospectus has been modified accordingly. 23
C-34 Comment complied with. 24
C-35 No selling shareholder is a broker-dealer or an affiliate
of a broker-dealer. N/A
C-36 Comment complied with. FS-3
C-37 Comment complied with. FS-9,
FS-15
C-38 The disclosure which is the subject of this comment has been
deleted. FS-11
C-39 Comment complied with. FS-12
C-40 Comment complied with. FS-12,FS-15
C-41 Comment complied with. FS-19
If you should have any questions concerning the foregoing, please do not
hesitate to contact the undersigned.
Very Truly Yours,
HART & TRINEN, L.L.P.
William T. Hart
WTH:tg