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SEC Comment Letter for UROPLASTY INC (CIK 0000890846) — Dec 9, 2005

UROPLASTY INC (CIK 0000890846)
Date: Dec. 9, 2005 · CIK: 0000890846 · Accession: 0000000000-05-061584

AI Filing Summary & Sentiment

File numbers found in text: 333-128313

Referenced dates: November 16, 2005

Date
December 9, 2005
Author
Russell Mancuso
Form
UPLOAD
Company
UROPLASTY INC (CIK 0000890846)

Letter

Mail Stop 6010 December 9, 2005 Sam B. Humphries President and Chief Executive Officer Uroplasty, Inc. 2718 Summer Street N.E. Minneapolis, Minnesota 55413-1180

Re: Uroplasty, Inc. Registration Statement on Form SB-2 Filed September 14, 2005 File No. 333-128313

Dear Mr. Humphries:

We have reviewed your comment response letter dated November 16, 2005 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 information so we may better understand your disclosure. After reviewing this information, we may raise additional comments.

General

1. From your response to prior comment 2, it appears that the warrants may be exercised within one year and were outstanding prior to filing of the registration statement. Therefore, it is inappropriate to register the exercise of those warrants at this time.

2. Please expand your response to prior comment 2 to address each of the warrants identified in the fee table. Also revise the fee table to clarify the provision of Rule 457 relied upon and to clarify your registration of the selling shareholder`s securities.

Certain Relationships and Related Party Transactions, page 50

3. Please tell us how your Form SB-2 complies with Regulation S-B Items 404 and 701 for the transaction mentioned in your response to prior comment 2.

* * * * *

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 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.

Please contact Donald C. Hunt at (202) 551-3647 or me at (202) 551-3617 with any questions.

Sincerely,
Russell Mancuso
Branch Chief

Show Raw Text
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<TEXT>

Mail Stop 6010

	December 9, 2005

Sam B. Humphries
President and Chief Executive Officer
Uroplasty, Inc.
2718 Summer Street N.E.
Minneapolis, Minnesota 55413-1180

Re:	Uroplasty, Inc.
	Registration Statement on Form SB-2 Filed September 14, 2005
      File No. 333-128313

Dear Mr. Humphries:

      We have reviewed your comment response letter dated November
16, 2005 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 information so we may better understand
your disclosure.  After reviewing this information, we may raise
additional comments.

General

1. From your response to prior comment 2, it appears that the
warrants may be exercised within one year and were outstanding
prior
to filing of the registration statement.  Therefore, it is
inappropriate to register the exercise of those warrants at this
time.

2. Please expand your response to prior comment 2 to address each
of
the warrants identified in the fee table.  Also revise the fee
table
to clarify the provision of Rule 457 relied upon and to clarify
your
registration of the selling shareholder`s securities.

Certain Relationships and Related Party Transactions, page 50

3. Please tell us how your Form SB-2 complies with Regulation S-B
Items 404 and 701 for the transaction mentioned in your response
to
prior comment 2.

*  *  *  *  *

      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 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.

      Please contact Donald C. Hunt at (202) 551-3647 or me at
(202)
551-3617 with any questions.

Sincerely,

	Russell Mancuso
	Branch Chief

cc (via fax):	Jeffrey C. Robbins, Esq. - Messerli & Kramer P.A.
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Sam B. Humphries
Uroplasty, Inc.
December 9, 2005
Page 1

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