July 2, 2012
Pedro Perez Niklitschek
President
PN Med Group Inc.
San Isidro 250, depot 618
Santiago, Chile 8240400
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.
Amendment No. 2 to Registration Statement on Form S-1
Filed June 15, 2012
File No. 333-181229
As per your comments dated June 25, 2012 please see the following responses:
Prospectus Cover Page
1. We note your response to comment 1 from our letter dated June 13, 2012, and
we reissue, in part, the comment. Please disclose the duration of the
offering on the cover page. See Item 501(b)(8)(iii) of Regulation S-K.
Response: We have revised the duration of this offering to two years from the
initial effective date of this offering.
Use of Proceeds, page 9
2. We note your response to comment 4 in our letter dated June 13, 2012 and
that you will allocate your proceeds pro rata to the uses described in each
of the scenarios described in the Use of Proceeds table. As written, this
disclosure is inconsistent with the remainder of your use of proceeds
section because it appears that you have allocated a fixed amount to page
for legal and professional fees as well as advertising expenses. Please
revise to clarify, if true, that, regardless of the amount of funds which
Pedro Perez Niklitschek
PN Med Group Inc.
July 2, 2012
Page 2
are raised, you will initially seek to use the proceeds of the offering to
cover your legal and professional fees of $10,000, and describe order in
which you intend to allocate the remaining proceeds once your legal and
professional fees have been paid. Please ensure that these revisions are
consistent with your disclosure on page 10 that if you raise less than
$25,000 you will allocate our proceeds pro rata to the uses described in
the $25,000 scenario.
Response: We will allocate our proceeds pro rata to the uses described in each
of the scenarios described in the Use of Proceeds table exactly as it is stated
there and in our disclosures. Regardless of the amount of funds raised we will
initially seek to use the proceeds of the offering to cover our legal and
professional fees of $10,000 for all of our scenarios. Advertising column
includes printing of product list brochures for our potential clients and it
will cost us $500. This will be similar for all of our scenarios.
We have clarified further to state that if we are unable to raise at least
$25,000 we will allocate our proceeds pro rata to the uses described in the
$25,000 scenario. We will initially seek to use the proceeds of the offering to
cover our legal and professional fees of $10,000 for all of our scenarios.
3. We note your response to comment 5 in our letter dated June 13, 2012.
Certain statements in your use of proceeds section remain unclear. In
particular, we note your statement under the $25,000 category that your car
column will include car rental and purchase based on the sale of 25%, 50%,
75% and 100% of our securities offered by the Company. Please revise to
state the amount of proceeds you intend to use to acquire a car if you
raise $25,000 in the offering.
Response: We have removed the statement in question.
Plan of Operation, page 12
4. We reissue comment 9 from our letter dated June 13, 2012. Please revise
your plan of operation to include Mr. Niklitschek's driving expenses. Your
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 the plan of operations accordingly.
5. We note your response to comment 7 in our letter dated June 13, 2012 and
that you require a minimum of $35,000 for the next twelve months as
described in your plan of operations. Please revise this section to clarify
whether you will still seek to implement your plan of operations even if
you raise less than $35,000.
Response: We have revised to state that if we only sell 25% or less of our
offered shares we will still seek to implement our plan of operations. If we
require an additional investment to implement our plan of operations and can not
raise it through our offering, Mr. Niklitschek 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.
Pedro Perez Niklitschek
PN Med Group Inc.
July 2, 2012
Page 3
Results of Operations, page 14
6. We note your response to comment 8 from our letter dated June 13, 2012, and
we reissue the comment. Your disclosure on page 14 which states that
Kangtai Medical Devices Co will act as your exclusive distributor of
manufacturer's medical devices throughout the territory of Chile remains
inconsistent with your disclosure elsewhere and your plan of operations.
Please revise to describe your relationship with Kangtai consistently
throughout your prospectus.
Response: We have revised our disclosure accordingly.
Certain Relationships and Related Transactions, page 22
7. We note your response to comment 11 from our letter dated June 13, 2012,
and we reissue the comment. We continue to be unable to locate the
revisions described in your response to the comment. Please provide the
information required by Item 404(a) of Regulation S-K within this section.
In your revisions, please be sure to also include a description of all
related party transactions including your office and storage space which is
provided free of charge by your director.
Response: We have now disclosed the relationship of the shareholder who provided
the loan, storage and office space, 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.