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MAIL STOP 3561
September 2, 2005
V. Randy White, Ph.D
Chief Executive Officer
Xenomics, Inc.
420 Lexington Avenue, Suite 1701
New York, New York 10170
Re: Xenomics, Inc.
Registration Statement on Form SB-2
File No. 333-127071
Filed August 1, 2005
Dear Dr. White:
We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments. If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary. Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
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.
Prospectus Cover Page
1. Please include only the information required by Item 501 of
Regulation S-B. Thus, all of the information relating to private
placements should be removed.
2. Please highlight the risk factor cross reference by prominent
type
or in another manner. See Item 501(a)(5) of Regulation S-B.
3. We note the statement that you do not know "when, how or if the
selling stockholders" intend the sell their shares. "How" they
intend to sell their shares is set forth in the Plan of
Distribution
and should therefore be deleted from the cover page.
4. Please provide the dealer prospectus delivery obligation on the
outside back cover page of the prospectus as set forth in Item
502(b)
of Regulation S-B.
5. Please advise how you arrived at the 103,200 shares of common
stock to be issued as "in kind dividends."
Prospectus Summary, page 5
6. The background and development of the predecessor company
should
be fully discussed pursuant to Item 101 of Regulation S-B.
7. Please reconcile the disclosure under "Shares offered by the
Selling Stockholders" with the cover page and fee table.
8. Please provide your website address.
Risk Factors, page 6
9. The introductory paragraph suggests that you are incorporating
information from other reports. As you know, incorporation by
reference is not available on Form SB-2. Please revise the
introductory paragraph or delete it.
10. Several of your risk factors are too broad and generic and
should
be revised to state the material risk that is specific to
Xenomics,
Inc. As a general rule, a risk factor is probably too generic if
it
is readily transferable to other offering documents or describes
circumstances or factual situations that are equally applicable to
other similarly situated businesses. Risk factors 9, 11, 13, 20,
22, 23, 24, 26 and 27 should be revised, deleted or moved to
another
section of the prospectus as appropriate.
11. The second paragraph of risk factor two addresses a risk
distinct
from the subheading. Please provide an appropriate subheading to
address the risk of dilution to shareholders.
12. Clarify in risk factor 12 whether you have filed an
application
with the FDA.
Note Regarding Forward-Looking Statements, page 13
13. We note your statement that "[w]e undertake no obligation to
update forward-looking statements." If new information or certain
events arise that would make your current forward-looking
statements
materially misleading, you would need to update your disclosure as
required by federal securities law. As such, please revise your
disclosure accordingly.
14. We also note your reference to the Private Securities
Litigation
Reform Act of 1995. Be advised that Section 27A(b)(1)(C) of the
Securities Act and Section 21E(b)(1)(C) of the Securities Exchange
Act expressly state that the safe harbor for forward looking
statements does not apply to statements made by companies that
issue
penny stock. Please either:
* delete any references to the Private Securities Litigation
Reform
Act; or
* make clear, each time you refer to the Litigation Reform Act,
that
the safe harbor does not apply to your company.
Management`s Discussion and Analysis of Financial Condition or
Plan
of Operation, page 13
History
15. Item 101(a) of Regulation S-B requires that you describe the
business development of the company for the past 3 years. Such a
discussion would include the business history of the company, its
subsidiary, and its predecessor(s) as well as the name and the
identity of the control persons and promoters of the same and the
consideration paid in all merger transactions and share purchase
agreements. "Predecessor" is defined in Rule 405 of Regulation C.
16. Elaborate on the material terms of the Voting Agreement,
including the identity of the parties.
17. We note you granted an option to the former Xenomics Sub
shareholders that becomes exercisable in the event you fail to
apply
at least 50% of the net proceeds you raise during the period
ending
July 1, 2006. Please quantify what this amount will be or is
expected to be. Indicate whether you have any plans, formal or
otherwise, to secure such funding. Disclose the material terms of
the option, including the exercise price, option price and cure
provision.
Plan of Operations
18. Please allocate the amounts necessary over the next 12 months
to
cover all budgeted expenses deemed material. Discuss the
anticipated
milestones in implementing your plan of operation over the next 12
months and the time frame and cost for beginning and completing
each.
Contractual Obligations and Commitments
19. Reference is made to Note 5 of the financial statements. It
appears that the shares issued in January 2005 and April 2005
carry
registration rights which require that the company file a
registration statement with the Commission by the 120th day after
closing and that failure to do so will result in certain penalties
to
the company that accrue on a monthly basis. Please disclose this
fact and the status of all such penalties.
Critical Accounting Policies
20. We note your disclosure that the results of operations for
Xenomics are included in the consolidated results of operations
only
since July 2, 2004, the date of the transaction, along with
similar
disclosure on page 14 under the caption "Business Combination".
Since the transaction was treated as a recapitalization rather
than a
business combination, the results of operations should be those of
Xenomics since inception. Please revise your disclosures
accordingly.
21. Please correct the reference to "this Annual Report on Form
10-
KSB."
Description of Business, page 17
The Market
22. Your website discloses that the DNA testing market is growing
at
35%-45% per annum. Please disclose this fact in the prospectus
and
provide substantiating support. Alternatively, delete this claim
from your website.
SpaXen Joint Venture
23. Please disclose the role of the supervisory board and its
level
of authority.
Intellectual Property
24. Please elaborate on your patents, including duration. See
Item
101(b)(7) of Regulation S-B.
25. You disclose that you have no foreign patents. Your website
indicates you do.
Manufacturing
26. Please include the information required by Item 101(b)(5) of
Regulation S-B regarding raw materials and suppliers.
27. Please provide the disclosure required under Item 101(b)(2) of
Regulation S-B regarding distribution.
Government Regulation
28. If applicable, please provide the disclosure required by Item
101(b)(11) of Regulation S-B regarding compliance with
environmental
laws.
Description of Property
29. Please file all leases as exhibits.
Directors and Executive Officers, page 24
30. Please disclose the number of hours per week that Dr. Tomei
will
contribute to SpaXen.
31. Please disclose Mr. Cerrone`s affiliation with Panetta
Partners
and the business of Panetta. In this regard, we note that Panetta
purchased 97% of the outstanding shares of Used Kar Parts prior to
the share exchange with Xenomics. Also disclose Mr. Cerrone`s
relationship with Venus Beauty Supply and Fermavir
Pharmaceuticals.
32. Please disclose Mr. White`s business activity from December
2002
to September 2004.
33. The disclosure for Dr. Melkonyan indicates that he was
"associated" with Xenomics from 1999 until 2004. Please clarify
"associated."
Executive Compensation, page 27
34. Please include the information required by Item 402 of
Regulation
S-B for the last three completed fiscal years. See Item 402(b) of
Regulation S-B.
35. Please file all employment and consulting agreements as
exhibits.
Market for Common Equity and Related Stockholder Matters, page 31
36. Please provide the full disclosure required by Item 201(a)(ii)
of
Regulation S-B. We do not understand reference to Fiscal 2006.
Security Ownership of Certain Beneficial Owners and Management,
page
32
37. Reference is made to footnote 2. Please identify the control
person for Panetta Partners. If the control person is Mr.
Cerrone,
we do not understand the basis for his disclaimer of beneficial
ownership.
38. It is not clear whether the disclosure reflects the voting
agreement. Please clarify.
Selling Stockholders, page 34
39. Reference is made to the last sentence of the fifth paragraph
regarding the number of shares in this offering being
automatically
increased by the number of shares of common stock issued as in-
kind
dividends. Please provide us with an analysis as to why these
additional shares will not need to be added to this registration
statement by amendment.
Certain Relationships and Related Transactions, page 20
40. Please include the full disclosure regarding transactions with
promoter during the past 5 years as required under Item 404(d) of
Regulation S-B. See Rule 405 of Regulation C for the definition
of
"promoter."
41. Please indicate whether there are any existing relationships
or
plans to create relationships between the company and the various
entities affiliated with your officers, directors, principal
shareholders and promoters. In this regard, we note that several
of
the entities affiliated with your officers, directors, principal
shareholders and promoters are engaged in similar fields. See for
example, Callisto Pharmaceuticals and Fermavir Pharmaceutical.
42. We note your statement that the principal purpose of redeeming
shares held by Panetta was to lower Panetta`s level of share
ownership relative to non-affiliates. Based on a Form 8-K filing
made on March 11, 2004, it appears to us that the principal
purpose
of the redemption was to compensate Mr. Cerrone and/or Panetta for
the 2,000,000 shares which were purchased in February 2004 for
$386,400 and to allow for the July 2004 share exchange with the
Xenomics Sub shareholders.
43. Please disclose the $50,000 signing bonus to be paid to Mr.
Cerrone and the annual 15% cash bonus.
44. Supplementally advise as to the relationship between your
officers, directors, principal shareholders and promoters and
Rivington Technologies.
45. Concerning the redemption of shares of Panetta Partners Ltd.,
please add the following:
* The basis of the $500,000 valuation;
* Whether paid in cash;
* The percentage of shares owned by Panetta at the time of the
transaction;
* The date of purchase by Panetta and the price(s) paid;
* Dollar amount of gain to Panetta as a result of the transaction;
* The control person(s) of Panetta at the time of the transaction.
Description of Securities, page 38
46. Please disclose whether the common stock has cumulative voting
rights.
47. Briefly discuss the "subsequent equity sales" provision of the
Series A shares.
48. The statement that all of the outstanding shares of common
stock
are "fully paid and nonassessable" is a legal conclusion that you
are not qualified to make. Either attribute this statement to
counsel and file counsel`s consent to be named in this section, or
delete it.
Where You Can Find More Information, page 42
49. Please be advised of the Commission`s new address:
100 F Street, NE
Washington, DC 20549
In doing so, please also be advised that the Chicago and New York
public reference facilities are no longer operational.
Financial Statements
50. Please provide a currently dated consent in any amendment and
ensure the financial statements are updated as required by Item
310(g) of Regulation S-B.
Audit Report, page F-2
51. The audit report refers only to the income statement period
ended
January 31, 2005, but the financial statements also include
information relating to the year ended January 31, 2004, and the
period from inception to January 31, 2005. Please discuss with
your
auditor and ask them to revise the report to reference all periods
presented in the financial statements.
Statement of Operations, page F-4
52. We note that the statement of operations includes virtually no
operating expenses for the year ended January 31, 2004. Please
explain how this could be the case, if Xenomics maintained
operations
during this period. We note your disclosures on page 24 that Dr.
Tomei and Mr. Umansky co-founded Xenomics in 1998. Please tell us
the approximate amount of time that was incurred by these
individuals
on company business during the year ended January 31, 2004. Note
that all costs of doing business should be included in the
registrant`s financial statements, including expenses incurred on
its
behalf by its major shareholders. Where services are performed for
the company by its major shareholders at no charge, we believe
that
the substance of such transactions is the payment of the company`s
expenses through a capital contribution by the shareholder. See
Staff Accounting Bulletin Topics 1.B.1 and 5.T. Please revise the
financial statements accordingly, or tell us why you believe that
no
revisions are required.
Statement of Stockholders` Equity, page F-5
53. Please revise the statement to include the relevant balances
since inception, as required by FAS 7 for development stage
companies.
54. Please explain why the statement of stockholders` equity
reports
13,166,502 shares outstanding as of January 31, 2003. While we
would
expect 13,166,502 shares to be outstanding after the merger on
July
2, 2004, it is not clear why the 10.9 million shares of Used Kar
Parts would be reported prior to the merger. Also, we note the
recapitalization appears to have resulted in a significant
increase
to equity for Xenomics, based on the financial statements of
Xenomics
provided in your 8-K/A filed on September 15, 2004. Please tell
us
how this could have occurred, as a recapitalization would
typically
not result in an increase to equity, unless cash or other assets
were
received in the transaction.
Cash Flow Statement, page F-6
55. Please revise the presentation of the financing activities
section of the statement to present repurchases of common stock
separately from issuances. Also, disclose cash paid for interest
and
taxes. If none, please indicate this in your disclosure.
Note 1 - Business Overview, page F-7
56. Please explain, in detail, how you determined that a charge
for
purchased in-process development was appropriate, when you state
that
the transaction was accounted for as a recapitalization. We note
that purchased in-process research and development charges
typically
occur in a transaction accounted for as a business combination as
discussed in paragraph 42 of FAS 141. By contrast, in a
recapitalization, no goodwill or intangible assets are recorded
since
no business combination has occurred.
57. Please tell us why the shares transferred to escrow were
recorded
at their par value, rather than the fair value of the date of
transfer. Also, please clarify whether these shares were
outstanding
prior to the recapitalization, or were issued as part of the
transaction and then transferred to treasury shares. Clarify your
disclosure to indicate whether the undisclosed liabilities relate
to
the company or the former Xenomics shareholders, and when this
determination will be made.
58. Please provide us with a schedule showing the balance sheet
for
Xenomics immediately prior to the recapitalization, the
adjustments
made to the accounts as a result of the recapitalization, and
explanations for all adjustments.
Note 3 - Significant Accounting Policies, page F-8
59. Please revise your disclosure in Note 3, as well as similar
disclosures on page 17, to clearly state that all research and
development costs are charged to expense in accordance with FAS 2.
We note that your current disclosure incorrectly implies that
research and development costs may be capitalized at some point in
the future, which there is no basis for under U.S. generally
accepted
accounting principles.
60. Please revise your disclosure to include your accounting
policy
for the impairment of long-lived assets in accordance with FAS
144.
Note 4 - Property and Equipment, page F-10
61. We note your disclosure regarding property and equipment.
Please
tell us whether any property and equipment was recorded in the
financial statements of Xenomics prior to the recapitalization,
and
if so, how the value of this equipment was determined. Your
disclosure refers to fair value on the date of acquisition, July
2,
2004, or cost when subsequently acquired and placed into service.
Since this transaction should be treated as a recapitalization,
the
assets and liabilities of the two companies would be combined at
book
value.
Note 5 - Stockholders` Equity, page F-10
62. We note your disclosure regarding the private placements in
which
units consisting of common stock and warrants were issued. Please
tell us how you accounted for the warrants and shares issued to
the
selling agents in lieu of cash, and revise the disclosure to
include
the fair value of the warrants and shares issued. Also, please
revise your disclosures in the statement of stockholders` equity
to
state the amount of offering costs paid relating to each
placement.
63. We note your disclosure regarding the registration rights
agreements relating to the private placements. Please expand the
footnotes to disclose all of the material terms of the
registration
rights agreement, including the total amount of liquidated damages
the company could be responsible for under the agreement. Also,
please tell us how you have accounted for the liquidated damages
provision. Refer to EITF 05-04 and paragraphs 14-18 of EITF 00-
19.
Lastly, please tell us whether the final closing of the offering
occurred on April 7, 2005, and whether you have incurred any
penalties to date under the registration rights agreements.
64. We note your disclosure on page II-3 regarding the 1,000,000
warrants issued to Trilogy Capital Partners. Please tell us how
the
issuance of the warrants was accounted for in the financial
statements, including where the related compensation expense is
recorded in the statement of operations. Also, please revise Note
5
to disclose the major terms of the warrants, along with their fair
value and the major assumptions used to value them.
Note 6 - Stock Option Plan, page F-10
65. We note your disclosure that 445,000 options had been granted
subject to stockholder approval as of January 31, 2005, and
similar
disclosure on page 29 that 1,290,000 options had been granted
subject
to stockholder approval as of July 29, 2005. Please note that as
discussed in paragraphs 86-87 of FIN 44, when stockholder approval
must be obtained, no measurement date can be established under APB
25, unless management and the board of directors control
sufficient
votes to approve the plan, and as such, shareholder approval is
essentially a formality. Based on your beneficial ownership
disclosures on page 32, this would not appear to be the case.
Accordingly, please revise your financial statements for each
period
to disclose that a measurement date with respect to the options
granted prior to stockholder approval has not occurred, and when
such
measurement date does occur, compensation expense will be recorded
for any excess of the fair market value on that date over the
exercise price. In addition, please revise MD&A as appropriate to
discuss any resulting known trends, events or uncertainties in
accordance with Item 303(b)(1) of Regulation S-B.
66. Please tell us how you determined that no compensation expense
should be recorded during the year ended January 31, 2005. We
note
that the range of exercise prices for your stock options is $1.25-
$2.50, while the range of stock prices during the year ended
January
31, 2005 was $2.75-$4.35 as disclosed on page 31. Please tell us
the
date of each stock option grant, and how you determined the fair
value on the date of grant.
Note 8 - SpaXen Joint Venture, page F-12
67. We note your disclosure regarding the SpaXen joint venture.
Based on your disclosure, it appears that no amounts are recorded
in
the financial statements relating to the joint venture. Tell us
how
you evaluated the joint venture in accordance with FIN 46R to
determine whether the joint venture is a variable interest entity,
and if so, which party represents the primary beneficiary.
68. Please tell us whether your interest in the SpaXen joint
venture
is subject to the repurchase right for the Xenomics technology
disclosed in Note 9.
Note 9 - Commitments and Contingencies, page F-12
69. We note your disclosure regarding various employment
agreements.
Please tell us whether any bonus payments were earned by the
executives through January 31, 2005, and if so, where the amounts
are
recorded in the financial statements. Also, please revise the
disclosure to include the dollar amounts of bonuses that may be
earned by Dr. Tomei.
70. We note your disclosure regarding the incentive stock options
granted to Dr. White. Please note that the terms of the option
vesting schedule do not appear to be in compliance with Section
422
of the Internal Revenue Code, which limits the fair market value
of
options that become exercisable in each calendar year to $100,000.
Accordingly, please tell us whether you intend to modify the
option
agreement with Dr. White, and if so, disclose the projected impact
of
the modification in accordance with FIN 44.
Interim Financial Statements
71. Please revise the interim financial statements, as
appropriate,
to reflect revisions made to the financial statements for the year
ended January 31, 2005.
Note 2 - Basis of Presentation, page F-18
72. Please revise your disclosure to include a brief discussion of
the basis of presentation of the interim financial statements.
Under
Item 310(b) of Regulation S-B, interim financial statements must
include an affirmative statement to the effect that the financial
statements include all adjustments which in the opinion of
management
are necessary in order to make the financial statements not
misleading. In addition, we believe that it is advisable to
include
a statement to the effect that interim financial statements do not
include all of the disclosures required for complete financial
statements prepared in accordance with generally accepted
accounting
principles.
Note 4 - Stockholders` Equity, page F-20
73. We note your disclosure regarding the acceleration of vesting
of
various stock options on page 29. Based on your disclosure, it
would
appear that the option agreements were modified based on the
determination of the compensation committee. If this is the case,
a
new measurement date is created on the date of modification, as
discussed in paragraphs 32-34 of FIN 44. As a result, please note
that if any of the named individuals terminate employment prior to
the final vesting date(s) of the original award(s), you will be
required to record future compensation expense based on the
intrinsic
value at the date of the modification, for the number of shares
that
would not have vested absent the modification. Please disclose
the
amount of intrinsic value resulting from the acceleration, and the
resulting future compensation expense that will be required to be
recognized if any of the named individuals terminate their
employment
in the future, prior to the original vesting dates. Also,
consider
whether similar disclosures are required in MD&A relating to known
trends, events or uncertainties in accordance with Item 303(b)(1)
of
Regulation S-B.
74. With respect to the option acceleration described on page 29
for
Mr. Cerrone, please tell us how the compensation committee
determined
that his contributions for the past year were significant on May
24,
2005, given your disclosure on page 24 that he was first
associated
with the company in June 2005 as a consultant, and was appointed
co-
chairman of the board of directors in July 2005. Please tell us
how
you accounted for the options granted to Mr. Cerrone prior to the
acceleration. We note that as a non-employee, any options granted
to
Mr. Cerrone would be recorded at fair value in accordance with FAS
123 and EITF 96-18, as applicable. In addition, based on the
terms
of the consulting agreement with Mr. Cerrone, it would appear that
the services provided do not meet the exception for non-employee
directors as outlined in paragraph 8 of FIN 44. Accordingly, any
options granted to Mr. Cerrone after he became a director would
also
be accounted at fair value in accordance with FAS 123 and EITF 96-
18.
75. Please clarify whether Dr. Tomei serves as an employee or as a
consultant, as stated on page F-12. If Dr. Tomei is a consultant
rather than an employee, we believe that his stock option grants
should also be accounted for under FAS 123 and EITF 96-18, rather
than APB 25.
Subsequent Events
76. We note your disclosure on page 37 regarding the consulting
agreement with Mr. Cerrone. Please revise the financial
statements
to include appropriate disclosures regarding this commitment,
including the base compensation, signing bonus and performance
bonus
provisions specified in Section 4 of the agreement.
77. Please provide updated disclosures regarding the status of the
SpaXen joint venture for subsequent developments as discussed on
pages 20-21.
78. We note your disclosure of the Series A convertible preferred
stock on pages 16 and 38. Please revise the financial statements
to
disclose the material terms of this issuance, including the
dividends, conversion rights, and liquidation preferences of the
Series A preferred stock. In addition, please disclose the amount
allocated to the Series A preferred stock and the warrants based
on
their relative fair values in accordance with paragraph 16 of APB
14,
and any beneficial conversion feature in accordance with EITF 98-
5.
Part II
Item 26. Recent Sales of Unregistered Securities
79. Disclose the facts supporting your reliance upon Section 4(2),
Rule 504 and Rule 506 as an exemption for these transactions,
including any information requirements and the prohibition against
general solicitation, as required by Item 701(d) of Regulation S-
B.
80. We are unable to locate the Item 701 information for the
shares
issued in the exchange with the Xenomics Sub shareholders.
Item 27. Exhibits
81. Revise your legality opinion to indicate that the opinion
opines
upon Florida law including the statutory provisions, all
applicable
provisions of the Florida Constitution and all reported judicial
decisions interpreting those laws.
82. Exhibits 10.6 and 10.8 are incorporated by reference from
exhibits 99.2 and 99.3 to a Form 8-K filed July 19, 2004. Please
confirm these references. In addition, we are unable to locate
exhibit 10.5 as incorporated to exhibit 2.4 to the Form 8-K filed
July 19, 2004.
83. The SpaXen joint venture agreement does not appear to have
been
filed.
34 Act Reports
84. Please amend your Form 10-KSB for the year ended January 31,
2005
and all subsequent periodic reports in accordance with the above
comments.
Closing Comments
As appropriate, please amend your registration statement in
response to these comments. You may wish to provide us with
marked
copies of the amendment to expedite our review. Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review. Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.
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
for
an informed decision. 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.
Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that
* should 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;
* 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
* the company may not assert this action as 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 connection with our review of
your
filing or in response to our comments on your filing.
We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.
We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement. Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration. Please provide this
request at least two business days in advance of the requested
effective date.
Any questions regarding the accounting comments may be
directed
to Carlton Tartar at (202) 551-3387. Questions on other
disclosure
issues may be directed to William Bennett at (202) 551-3389.
Sincerely,
John Reynolds
Assistant Director
cc: Jeffrey J. Fessler
Fax: 212-930-9725
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V. Randy White, Ph.D
Chief Executive Officer
Xenomics, Inc.
p. 1