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MAIL STOP 3720
March 13, 2006
L. David Tomei, Ph.D.
Chief Executive Officer
Xenomics, Inc.
420 Lexington Avenue, Suite 1701
New York, New York 10170
Re: Xenomics, Inc.
Amendment No. 4 to Registration Statement on Form SB-2
File No. 333-127071
Filed March 1, 2006
Dear Dr.Tomei:
We have reviewed your amended filing and have the following
comments. Where indicated, we think you should revise your
document
in response to these comments.
Risk Factors, page 5
1. Please either include a risk factor addressing the weaknesses
in
your disclosure controls and procedures as is evidenced by the
prior
restatements made to your financial statements or tell us why such
a
risk factor is not necessary.
Management`s Discussion and Analysis..., page 12
2. We note your responses to prior comments 5 and 6. Please
expand
MD&A to state why you continue to believe that your disclosure
controls and procedures were effective for the financial statement
periods in light of the various restatements to your financial
statements. Summarize the restatements in MD&A and state the
specific reasons why you continue to believe that your disclosure
controls were effective.
3. Revise MD&A to discuss the enhancements to your disclosure
controls and procedures as summarized in your response to prior
comments 5 and 6 and disclose any changes in internal control over
financial reporting made to date.
1934 Act Periodic Reports
3. For each periodic report affected by the restatements, amend
your disclosures in MD&A to summarize the restatements and the
specific reasons why you continue to believe that your disclosure
controls and procedures were effective.
Closing Comments
As appropriate, please amend your registration statement in
response to these comments. 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 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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L. David Tomei, Ph.D
Xenomics, Inc.
March 13, 2006
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