Pedro Perez Niklitschek
PN Med Group Inc.
June 13, 2012
Page 1
June 14, 2012
Via Email
United States Securities and Exchange Commission
100 F St. NE
Washington, DC 20549-7010
ATTENTION:
John Reynolds
Assistant Director
Re: PN Med Group Inc.
Registration Statement on Form S-1/A
Filed June 4, 2012
File No. 333-181229
As per your comments dated June 13, 2012 please see the following responses:
PROSPECTUS COVER PAGE
1. We reissue comment 4 from our letter dated May 23, 2012. Please disclose
the duration of the offering on the cover page. See Item 501(b)(8)(iii) of
Regulation S-K. In addition, we note the disclosure on page four that the
duration of the offering is the earlier of the date when you sell all of
the shares in this offering or the board determines to terminate the
offering. Such indeterminate duration is inconsistent with Rule 415(a)(2)
of Regulation C. Please revise the duration accordingly. Please provide
revisions which are responsive to our comment.
RESPONSE: We have revised the duration of this offering to two years from
the initial effective date of this offering.
Pedro Perez Niklitschek
PN Med Group Inc.
June 13, 2012
Page 2
PROSPECTUS SUMMARY, PAGE 3
2. We note your response to comment 10 in our letter dated May 23, 2012, and
we reissue the comment. To this extent, we note your reference within this
section and on page 13 to your "clients." Since you currently have no
clients, please remove these references from your document or qualify such
references by noting that these are potential clients.
RESPONSE: We have made the revisions throughout the disclosure.
RISK FACTORS, PAGE 5
3. We note your response to comment 9 in our letter dated May 23, 2012 and
that you have deleted the referenced risk factors. Given that you have no
revenues, limited assets, and your registered certified public accountants
have issued an opinion expressing substantial doubt about your ability to
continue as a going concern, it appears that your limited operations and
the likelihood that you will incur losses for the foreseeable future still
represent material risks to investors. Without referring to your business
as a transportation company, please include a risk factor which discusses
these risks as they apply to your business.
RESPONSE: We have included the following risk factor:
WE HAVE NO REVENUE AND LIMITED ASSETS
We have no revenue and limited assets and our registered certified public
accountants have issued an opinion expressing substantial doubt about our
ability to continue as a going concern; our limited operations and the
likelihood that we will incur losses for the foreseeable future represent
material risks to our potential investors.
USE OF PROCEEDS, PAGE 9
4. We reissue comment 14 from our letter dated May 23, 2012. Please revise to
describe the order or priority for your various uses of proceeds in each of
the offering scenarios. We also note your statement on page 3 that if you
raise less than 25% of the offering, you will spend your proceeds as
described in the $25,000 scenario. Please clarify whether you will allocate
your proceeds pro rata to the uses described in the $25,000 or whether you
will seek to make certain expenditures before others.
RESPONSE: We have revised our Use of Proceeds table to state the priority
for each of our scenarios. We also clarified that if we raise less than 25%
of the offering we will allocate our proceeds pro rata to the uses
described in the $25,000 scenario.
Pedro Perez Niklitschek
PN Med Group Inc.
June 13, 2012
Page 3
5. Please reconcile the disclosure in the narrative following the use of
proceeds table with the information in the table. For instance, you state
on page 10 that if you raise $100,000, the order supplies and equipment
expenses will increase to $50,000. However, the table reflects an
allocation of $62,000 at this level of proceeds. Similarly, we note the
inconsistency between the table and the disclosure for the web development
at the $50,000 level of proceeds.
RESPONSE: We have reconciled our disclosure accordingly to the Use of
Proceeds table.
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION, PAGE 12
PLAN OF OPERATION, PAGE 12
6. Please revise this section for consistency within this section and with
your Use of Proceeds section. For example, the disclosure on page 13
regarding establishing an office is not consistent with the table on page
12 or the use of proceeds table. Please revise these sections for
consistency or revise your plan of operations to describe the specifics of
what you intend to do with the additional funds raised.
RESPONSE: We have revised our Plan of Operation section for consistency
with our Use of Proceeds section.
7. We note your response to comment 18 in our letter dated May 23, 2012. Given
that you are substantially dependent upon raising funds in this offering,
please revise to explain how you intend to meet each of your milestones if
you cannot raise adequate funding.
RESPONSE: We have revised that if we only sell 25% or less of our offered
shares we will require an additional investment to cover expenses for the
year. Mr. Nitlitschek informally agreed to advance us the funds for
professional fees and operating expenses; however, he has not formally
agreed to do so and therefore not legally obligated to provide such
funding.
8. Please reconcile the disclosure on page 14 that Kangtai is our exclusive
distributor of medical devices, with the agreement filed as exhibit 10.1,
which reflects that PN Med Group is the distributor.
RESPONSE: We have reconciled the disclosure to state that Kangtai is our
supplier and PNMG is the distribution company.
DESCRIPTION OF BUSINESS, PAGE 17
9. We reissue comment 21 in our letter dated May 23, 2012. We note your
disclosure in this section that you intend to pay Mr. Niklitschek $0.25 per
kilometer driven in the delivery of your products. Please revise your plan
of operation to include this expense. Please note that the plan of
operations should discuss all the expenses associated with the business
plan to commence operations, not just those that would be provided for from
the proceeds of the offering. Please revise the plan of operations
accordingly.
RESPONSE: We have revised our plan of operations accordingly to include the
statement in question.
Pedro Perez Niklitschek
PN Med Group Inc.
June 13, 2012
Page 4
10. We reissue comment 23 in our letter dated May 23, 2012. We continue to note
the statement on page 20 that you do not have any employees. Please
reconcile with the disclosure on page 28 regarding your executive officers.
RESPONSE: We have reconciled our disclosure to state that we have two
employees: Mr. Niklitschek, our president and Miguel Molina Urra, our
secretary.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, PAGE 22
11. We note your response to comment 2 in our letter dated May 23, 2012 and we
reissue the comment. We are currently unable to locate the revisions
referenced in your response. Please provide the information required by
Item 404(a) of Regulation S-K or tell us where such information is provided
in your document.
RESPONSE: We have now disclosed the relationship of the shareholder who
provided the loan, the date and the dollar value. We have disclosed that
the loan was provided free of charge by the shareholder because being a
majority shareholder it is in his interest that the company succeeds in its
business endeavors.
Sincerely,
/s/ Pedro Perez Niklitschek
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Pedro Perez Niklitschek
President
PN Med Group Inc.