Via Facsimile and U.S. Mail
Mail Stop 03-09


May 26, 2005


Mr. Gerald N. Kern
Chairman and Chief Executive Officer
Meditech Pharmaceuticals, Inc.
10105 E Via Linda, #103
PMB-382
Scottsdale, AZ 85258

Re:	Meditech Pharmaceuticals, Inc.
	Form 10-QSB for the quarterly period ended February 28, 2005
	File No. 0-12561

Dear Mr. Kern:

       We have reviewed your filing and have the following
comments.
We have limited our review of the above referenced filing to only
those issues addressed. Where our comments call for disclosure, we
think you should amend your document in response to these
comments.
Please amend your Form 10-QSB for the quarterly period ended
February
28, 2005 and respond to these comments within 15 business days or
tell us when you will provide us with a response prior to the
expiration of the 15-day period.  If we have requested additional
information as well as an amendment or if you disagree with any
comment that calls for disclosure, please provide this letter
prior
to your amendment.  You may wish to provide us with marked copies
of
the amendment to expedite our review.  Your letter should key your
responses to our comments.  Detailed letters greatly facilitate
our
review.  Please file your letter on EDGAR under the form type
label
CORRESP.  Please understand that we may have additional comments
after reviewing your amendment and responses to our comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form 10-Q for the quarter ended February 28, 2005

1. Please provide a robust discussion with regards to the write-
off
of all your assets, liabilities and stockholders` deficit.
Reference
for us the relevant authoritative literature you are following.
Explain why it is appropriate to eliminate all your liabilities.

2. Please provide the periods required under Article 310 of
Regulation S-B (i.e. income statements and statements of cash
flows
for the comparable period of the preceding fiscal year).

3. Earnings per share should be rounded only to the nearest cent
in
order not to imply a greater degree of precision than exists.

*    *    *    *

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors 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 connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      You may contact Sasha Parikh, Staff Accountant, at 202-551-
3627
or Lisa Vanjoske, Assistant Chief Accountant, at 202-551-3614 if
you
have questions regarding the comments. In this regard, do not
hesitate to contact me, at (202) 551-3679.

								Sincerely,


								Jim B. Rosenberg
								Senior Assistant Chief
Accountant
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Mr. Kern
Meditech Pharmaceuticals, Inc.
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