SecProbe.io

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Mail Stop 0306
August 26, 2004

Mr. Jacques Tizabi
President & Chief Executive Officer
Universal Detection Technology
9595 Wilshire Blvd., Suite 700
Beverly Hills, California 90212

Re:	Universal Detection Technology
	Registration Statement on Form SB-2
	Filed August 2, 2004
	File No. 333-117859

Dear Mr. Tizabi:

We have the following comments to your filing.  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.
General
1. Update the disclosure throughout the filing through fiscal quarter
ended June 30, 2004.
2. We see that you filed restated financial statements on a Form 8-K.
The restated financial statements should be filed in an amendment to
the 2003 Form 10-KSB.  Please file an appropriate amendment. What
about the Form 10-Q for the March 2004 quarter?  If restated, it
appears that a 10-QSB/A is necessary.
3. It appears to the staff that as a result of the sale of Dasibi in
March 2002 the Company reentered the development stage and became
subject to the disclosure requirements of FAS 7.  Revise or explain
supplementally why Universal Detection is not a development stage
enterprise.
4. We note your reference to Rule 416 in footnote (2) to the fee
table.  Please supplementally provide us with a copy of the anti-
dilution language from the warrants; we note you have not filed these
as exhibits.  Please note that Rule 416 does not permit you to
register an indeterminate number of additional shares that may become
issuable upon exercise of the warrants or conversion of the
promissory notes as a result of an adjustment to the exercise price.
You must register the maximum number of shares that you believe you
may issue upon such exercise or conversion, based on a good-faith
estimate, and if the actual number of shares to be issued is greater
than the estimate, you must file a new registration statement to
register the additional shares.  Please revise footnote (2)
accordingly and modify the number of shares being registered as
appropriate.  For guidance, we refer you to interpretation Item 3S of
the Securities Act rules set forth in the March 1999 Supplement to
Our Manual of Publicly Available Telephone Interpretations available
on our website at www.sec.gov.
5. We note that your representative warrants are exercisable within
one year.  It appears that the shares underlying the warrants will be
offered on a continuous and delayed basis.  If this is the case,
please supplementally tell us your plans for updating the prospectus
after completion of the offering.
6. It does not appear that you are eligible to use form SB-2, Form
10-KSB and Form 10-QSB in light of your public float.  Please provide
a detailed legal analysis of such eligibility.
Prospectus Summary
7. Please disclose the status of development of your Anthrax Smoke
Detector.  Have you sold any of them to customers?  It appears you
have developed a "commercial" prototype.  Explain what that means.
8. It appears that your agreement with California Institute of
Technology expired on September 28, 2003. If such agreement was
extended, why did you not file such extension as an exhibit?  Did JPL
"develop its proprietary bacterial spore detection technology for
integration" into your product, as you state? Please supplementally
show us documentation of JPL`s specific task on developing this
technology.

9. If your agreement is still in place, when you describe the
agreement, please disclose how much you have paid Caltech under this
agreement and any other agreements with them.
10. Briefly discuss your relationship with California Institute of
Technology.  Also describe how CIT and JPL are affiliated.
11. Please explain what a nitric oxide machine is and its application
to the medical diagnostic market.  Do you have any applications in
development?  If not, please disclose that fact in the first sentence
of the paragraph.
12. We note the disclosure regarding the Logan Research project. How
far did the project get? What benefits did you obtain from the
project? Why did it lack funding? Was that your decision?  Were you
paying for the project in any way?
13. Please include in the summary a description of your revenues and
losses for the past three years and the current amount of your
default on debt obligations.
Risk Factors- Page 2
Our independent auditors report expresses doubt - Page 2
14. The heading of this risk factor does not match the information
included in the risk factor.  Please revise the heading of this risk
factor to disclose your default on debt, and potential bankruptcy
that you describe in the body of the risk factor.
15. Explain why you do not intend to repay debt with the proceeds of
the private placement and the nature of the restrictions placed on
the use of proceeds.  Also explain how the proceeds will be used.
16. Please create a separate risk factor for the discussion of your
auditors going concern language in their opinion.  Please explain how
this opinion could affect your ability to complete future financings.
We have a history of losses - Page 2
17. Please include in this risk factor a description of your lack of
revenues for the past three years.
18. Include a separate risk factor addressing and quantifying the
amounts you paid in 2003 and 2004 in consulting fees, and explain the
types of services you received in return and the number of
consultants.
19. Include a separate risk factor disclosing the extent of related
party transactions you have entered into and amounts paid in 2003 and
2004.  Also disclose the amount of cash and stock compensation Mr.
Tizabi has received to date.

We may need additional capital to fund our research and development -
Page 2
20. Revise to quantify the amounts spent on research and development
in 2003 and 2004, and clarify that a far greater amount of your
expenses relates to compensation and consulting fees you pay for
capital-raising efforts.  Revise the caption to disclose this fact.
21. You state you have enough capital for the next 12 months, but if
you "are unable to meet our goals as scheduled, we may need to raise
additional capital."  Please include a discussion of the impact of
the $1.8 million in debt that is due in the next 12 months on your
analysis of sufficient capital. Also, it does not appear, based on
the disclosure on page 7, you will have commercialized products until
over 24 months from now.  How will you be able to fund your business
if your goals are met without additional capital in the next 12-24
months?  Please advise us or revise your disclosure.
Our reliance on third parties for research - Page 3
22. This risk appears to address generic risks in outsourcing
research and development.  Please revise to discuss your specific
research relationships.
Our products may not be commercially accepted - Page 3
23. Please revise this risk to describe specific risk your products
face.  You should include risks in each of the stages of bringing
your product to market, including manufacturing, distribution and
sales, among others.
The market for our planned product is rapidly changing - Page 3
24. Please revise this generic risk factor to address specific risks
in markets you seek to enter.
Our common shares have been delisted - Page 3
25. Please disclose the reasons for your delisting from the NASDAQ
Smallcap Market.
Our outstanding options and warrants - Page 3
26. Please provide some detail about the weighted average exercise
prices of your options and warrants and the extent to which
shareholders will be diluted.
We have limited protection of intellectual property - Page 4
27. Please explain the significance to investors that the U.S.
government has a non-exclusive, non-transferable, irrevocable license
to practice any invention covered by your agreement with JPL.  Can
they create products using this technology?  Can they license it to
your competitors?

Our stock price is volatile - Page 4
28. Please include in this risk factor, or a separate risk factor,
the impact of issuing 15,600,000 shares on the market, when you
currently have approximately 39,501,132 shares outstanding.
Other risks
29. Please add or expand the appropriate risk factors to highlight
the lack of success of your previous planned products and the delays
in your pending products.
30. Please add a risk factor discussing any regulatory approvals you
may need, if material.
31. Are there environmental or hazardous materials use risks that you
face, especially in working with anthrax or related biohazards?
Plan of Operation - Page 7
32. Please revise the Overview paragraph to conform to the changes
suggested to the summary section.
33. We assume the reference to engage in simulated test with
particles having anthrax-like properties in the next 2004 quarter
refers to the third quarter, have these tests actually begun?  Is
completion of this phase required prior to commencement of the next
phase to be performed by JPL and Rutgers University, or can they be
performed simultaneously?  What arrangements has Rutgers University
made in selecting a site to test the product under a real-time
environment?  What is the projected timing for these events, does
management expect these tests to be completed during fiscal 2004?
The plan of operation needs to be updated to current status with
specific details and reasonable estimates to bring your product to a
viable marketable stage.
34. Please describe in detail your agreement with Rutgers University.
Why have you not filed such agreement as an exhibit?
35. What particles with similar anthrax like properties will you be
utilizing?  Will these be as good at detecting anthrax, or will you
have to re-test using anthrax?
36. Please identify the third party manufacturer you describe in the
fifth paragraph on page 7.

37. In order to provide investors with an understanding of your
business operations, expand this section to discuss in reasonable
detail the significant amounts spend on SG&A expenses and marketing.
Since you have no commercial product, explain what type of marketing
you are doing.  To the extent these amounts were paid to affiliates,
identify the affiliates and quantify the amounts paid to them.  To
the extent they were paid to consultants, explain the services you
received and the number of individuals who were compensated.  We note
the financial statement footnote 8 on page F-18.  Also discuss the
absence of R&D expenses for the six months ended June 30, 2004, which
appears inconsistent with your other disclosure.  We may have further
comments.
Liquidity and Capital Resources - Page 7
38. Explain in more detail why you are precluded from paying your
debts with the offering proceeds.
39. Please disclose more information about your debt financing,
including terms, parties, rates and when such amounts become due.
Business - Page 9
40. Disclose whether the commercial prototype you displayed was a
functioning prototype.  We note you completed the software component
after the unveiling of the prototype.  Disclose whether this
component is essential to the product.
Our Solution - Page 11
41. Explain what technological developments are needed in the field
in order for your product to work as expected.  Will you or others be
developing such technology?
Scientific Advisory Board -Page 12
42. Explain how the expertise of these individuals relates to the
anthrax smoke detector technology.  If they have no relevant
expertise in that area, say so.
43. Please clarify the role and status of your scientific advisory
board, especially to distinguish it from the board of directors.
Please disclose that the board has two members, rather than
describing it as a group.  Disclose whether these members are
compensated for their advisory services and, if so, disclose amounts
paid to them.
44. Please provide us with supplemental support for the disclosure
that Dr. Makowka is  "recognized as one of the world`s leading
authorities in hepatic science."
45. Please provide us with supplemental support for the disclosure
that Dr. Ignarro is  "one of the leading researchers on nitric oxide
and its effects."
46. If you rely on consultants with scientific expertise in the
technology that relates to the anthrax smoke detector, expand to
identify them and disclose how they are compensated.  We note the
lack of relevant expertise of your named executive officers.
Properties - Page 14
47. Is there any written agreement regarding the office space you
use?  How large is the area you utilize?
Legal Proceedings
48. If you are involved in any legal proceedings required to be
disclosed under Item 103 of regulation S-B, please expand the
disclosure.  We note litigation disclosed in your 10-KSB.
Directors and Executive Officers - Page 15
49. Expand to state whether Mr. Tizabi works full time for the
registrant.
Summary Compensation Table - Page 16
50. Revise the footnote to clarify.  Explain what amount he "waived"
and whether the waiver was permanent.  We note the disclosure in note
10 to the financial statements which states that "future minimum
salary payable to the officer is $1,250,000."  Deferred amounts
should be included in the table.
51. Explain why the Board approved a bonus of $416,667 for Mr.
Tizabi.  We note that the bonus plan is "based on annual performance
standards to be established."  Have the standards been established?
If so, disclose them and explain how Mr. Tizabi met them.  We also
note that the employment agreement includes perquisites that are not
listed in the table or disclosed on page 17.  Expand to disclose the
dollar value paid to him for these for each period listed, and expand
the disclosure on page 17 to describe them.
52. Explain the reason for the issuance of 6.8 million shares to Mr.
Tizabi.
Stock Incentive Plans - Page 17
53. Expand to discuss the material terms of the stock incentive
plans, including the number of shares reserved for issuance and the
number issued to date.
Principal Stockholders - Page 19
54. Please explain the absence of Daniel Greenspun, who was
identified at a 5.2% owner of your common stock in your most recent
10-KSB.

Certain Relationships and Related Transactions - Page 25
55. Please relocate this section so that it precedes "Selling
Shareholders," which begins on page 19.
56. Please disclose whether you believe the amount paid to Astor
Capital for rent approximates market rates for the space rented.
Have there been payments in other years?
57. Quantify the amounts paid to Astor Capital during 2003 and 2004
to date for all fees, services and other purposes.
58. Supplementally advise who held the warrants that were repriced in
2003.  If they were held by affiliates, discuss here.  If they were
held by Mr. Tizabi or his affiliates, also discuss in the
compensation section of the filing.

Financial Statements
General
59. Please provide updated financial statements as required by Item
310(g) of Regulation S-B.
60. Ensure the revised filing includes the financial statements
within "the prospects proposed by this SB-2 registration statement".
It appears the current filing includes the financial statements past
the final page of the "Prospects".
Indepen