SecProbe.io

November 15, 2012

Via E -mail
Mark McLaughlin
President
Immudyne, Inc.
50 Spring Meadow Rd.
Mount Kisco, NY 10549

Re: Immudyne , Inc.
Registration Statement on Form S -1
Filed October 18 , 2012
  File No. 333 -184487

Dear Mr. M cLaughlin :

We have reviewed your registration statement and have the following comments.
In some of our comments, we may ask you to provide us with information so we may
better understand your disclos ure.

Please respond to this letter by amending your registration statement and
providing the requested information.   If you do not believe our comments apply to your
facts and circumstances or do not believe an amendment is appropriate, please tell us why
in your response.

After reviewing any amendment to your registration statement and the
information you provide in response to these comments, we may have additional
comments.

FORM S -1

General

1. In your next amendment, please  update your financial  statements and related
financial schedules included in the filing  as of  September 30 , 2012, as  required  by
Rule 8-08 of Regulation S -X.

2. Please note that where we provide examples to illustrate what we mean by our
comments, they are examples and not exhaustive lists.   If our comments are
applicable to portions of the filing that we have not cited as examples, make the
appropriate changes in accordance with our comments.

Mr. Mark McLaughlin
Immudyne , Inc.
November  15, 2012
Page 3

 3. We note that you have indicated on your cover page that you are an “ emerging
growth company.”  Please supplementally provide us with copies of all written
communications, as defined in Rule 405 under the Securities Act, that you, or
anyone authorized to do so on your behalf, present to potential investors in
reliance on Se ction 5(d) of the Securities Act, whether or not they retain copies of
the communications.   Similarly, please supplementally provide us with any
research reports about you that are published or distributed in reliance upon
Section 2(a)(3) of the Securities  Act of 1933 added by Section 105(a) of the
Jumpstart Our Business Startups Act by any broker or dealer that is participating
or will participate in your offering.

4. Please provide us proofs of all graphic, visual or photographic information you
will provi de in the printed prospectus prior to its use, for example in a preliminary
prospectus.  Please note that we may have comments regarding this material.

Prospectus Summary, page 1
5. Please define the term “nutraceutical” upon first use .

Risk Factors, page 3

“Our products may require clinical trials to establish efficacy and safety …” page s 4 -5

6. Please clarify that  because  your yeast beta g lucan products are  dietary
supplements and cosmetics , rather than drugs , no clinical trials for safety or
efficacy are currently required for marketing approval and no such trials have
been subject to review and approval by the FDA or comparable regulatory  body.

“If we undertake product recalls or incur liability claims…” page 5

7. Please disclose whether you have conducted  product recalls to date, whether you
have received product liability claims from third parties and whether consumers
of your products have reported any adverse effects from your products .

“We derive  a substantial part of our sales from one major customer…” page 5

8. Please disclose here the name of the major customer as you have done in the
Business section.

9. Please disclose whether your relationship with your largest customer is governed
by contract, written or otherwise.  If so, please disclose the term of this contract
and the circumstances under which it may be terminated.  Please also file the
contract as an exhibit to your registration statement.

Mr. Mark McLaughlin
Immudyne , Inc.
November  15, 2012
Page 4

 “We are subject to the risks of doing business internationally …” page 6
10. In your Business section, please provide disclosure concerning the material terms
of your international consulting and distributor agreements and file such
agreements as exhibits to your registration statement.

“If we lose our key personnel…” page 6
11. If any of your key personnel intend to retire or resign in the near future, please
revise to address such departure and the potential impact on y our organization.
To the extent that you have experienced any difficulties to date managing growth,
including retaining a sufficient number of skilled personnel, please expand this
risk factor to describe these challenges.

 “We may not be able to prote ct our proprietary rights …” page 8
12. Disclose any known infringement of your intellectual property by third parties.

“We may be subject to claims that we have infringed the proprietary rights…” page 8
13. Please disclose whether you are aware of any material infringement  or have been
put on notice by third parties of any material infringement of proprietary rights.

“We are an EGC, and we cannot be certain if the reduced disclosure requirements…”
page 12
14. Please revise this r isk factor to describe briefly the various exemptions that are
available to yo u as an emerging growth company .  In addition, consider
describing the extent to which any of these exemptions are available to you as a
Smaller Reporting Company.

Management’s Discussion and Analysis of Financial Condition and Results of Operations
Overview, page  17

15. On page 17 you disclose “We historically have expended a significant amount of
our funds on research and development of patents, trade secrets and proprietary
products.  However, on page 27 you state “Our expertise for many years has been
in the developmen t of efficient, stable and cost -effective production systems for
beta glucan products derived from yeast, though we have not incurred any
research a nd development expenses to date .”  Please revise your disclosure to
eliminate this apparent inconsistency. I f applicable, please revise your disclosure
to discuss the nature and amount of R&D expenses  incurred in each period
presented  or expect to incur in the future  that meet the guidance in ASC 730 -10-
55 and revise your financial statements to disclose separat ely any R&D expenses.

Mr. Mark McLaughlin
Immudyne , Inc.
November  15, 2012
Page 5

 Results of Operations, page 18

16. Please briefly des cribe the cost -cutting measure s that management has instituted.
Legal Matters , page 22

17. Please briefly discuss the n ature of the patent litigation, the patent or patents at
issue and disclose what you have licensed and to whom.
Business, page 24

Our Company, page 24

18. Please provide expanded disclosure regarding the clinical data demonstrating that
beta glucans support the immune  system .  Please discuss generally the clinical
trials to which you refer and specify whether such trials were conducted by or on
your behalf and whether your actual products were studied.  In addition, where
you discuss clinica l trials , please make clear to the reader that the marketing of
beta glucan is not subject to approval from the FDA, that none of the trials you
mention were subject to oversight by the FDA or comparable regulatory body,
and that no regulatory body has att ested to the efficacy of beta glucan  in
supporting immune health or otherwise treating disease .

Our Products , page 24
19. Please state the basis for your belief that your pure yeast beta glucan is the purest
yeast beta glucan available currently.
20. On page 25, you cite  a number of research institutions and laboratories that have
conducted research and clinical studies related to beta glucans.  Please state
whether any of these studies were conducted specifically on your proprietary
substances or whether they were genera l research in the field of beta glucans.
21. We note your discussion on page 25 of two clinical trials showing that cancer
patients taking your  products  experienced a decreased reoccurrence of cancer
and increased survival rates. We a lso note your disclosure elsewhere in the
prospectus suggesting that beta  glucans may have a  substantial effect on cancer
regression .  In these instances, please add disclosure that makes clear that these
trials were not scrutinized  by the FDA or comparabl e regulatory authority, that no
such body has attested to the accuracy of these studies or the efficacy of your
products in treating cancer and that you are prohibited by FTC and FDA
regulations from suggesting  in advertisements and product labels that your
products “mitigate, treat, cure or prevent a specific disease or class of disease .”

Mr. Mark McLaughlin
Immudyne , Inc.
November  15, 2012
Page 6

 Customers, page 26
22. Please disclose the breakdown of your sales to customers betwe en U.S. and
international markets , the product  lines to which these sales relate  and specify the
international markets in which you do business.
23. Please describe in more detail your affiliate sales program .

Intellectual Property, page 27
24. Please expand your disclosure to addre ss the type of patents you have (i.e. utility,
design, plant, method of use) .

Property, page 28
25. Please file your lease for the manufacturing facility in Kentucky as an exhibit to
your filing.

Certain Relationships and Rela ted Party Transactions, page 33

Royalty Agreement, page 34
26. We n ote that the written description of the Royalty Agreement is listed in your
Exhibit Index, but has not yet been filed.  Please file this exhibit in your next
amendment to your registration statement .  In the summary of the agreement on
page 34, p lease disc lose the identity of the other party and describe the nature of
Mr. McLaughlin’s 60% interest in the royalties.  In addition, p lease explain  what
consideration  you received in exchange for  your obligation to pay royalties ,
including whether you license key  technology from a third party.

Employment Arrangements with an Immediate Family Member of our President, page 36
27. Please file the employment agreement with Brunilda McLaughl in as an exhibit to
your registration statement.

Financial Statements

Statement Of Operations, page F -4

28. Please revise to present stock -based compensation within the appropriate l ine item
expense classifications  on the face of the Statements of Operations .

Mr. Mark McLaughlin
Immudyne , Inc.
November  15, 2012
Page 7

 Notes To  Financial Statements
Note 2 – Summary of significant accounting policies

Revenue recognition, page F -8

29. Please add disclosure to include your policy for sales returns and quantify if
significant.

30. Please disclose your accounting policy for any other rev enue dilution items such
as vendor discounts, chargebacks, rebates etc.  If amounts are significant please
quantify the current period amounts  deducted from revenue and the total amount
accrued by category  at the end of each period presented.  Quantify any  significant
changes in estimates  related to prior periods by category and disclose  the reason
why the change occurred.

31. Please revise your accounting policy to d escribe the nature of “cus tomer signing
fees” and discuss instances when there would be a futur e obligation  related to a
fee and the related accounting treatment .

Stock -based compensation, page F -8

32. Your disclosure that stock -based employee compensation arrangements are
accounted for using the intrinsic value method  appears to be inconsistent with
your disclosure of using fair value.  Please revise your disclosure here and on
page 22 to eliminate disclosure of the intrinsic value method or explain to us how
this method is appropriate under ASC 718.

Concentration of credit risk, page F -9

33. You state  that at June 30, 2012 one customer accounted for 94% of your
outstanding accounts receivable.  Please disclose the reason why accounts
receivable at June 30, 2012 increased by approximately 248% compared to
December 31, 2011 when the increase in revenue f or the six months ended June
30, 2012 appears flat with the period ended June 30, 2011.

Note 6 – Stockholders’ Equity, page F -13

34. Please expand your disclosure on the calculation of the fair value of the options
and warrants granted during the periods presented to explain how you determined
the expected volatility of 50% for all periods.

Exhibit 4.1 Subscription Agreement
35. Please confirm whe ther the terms of the warrants allow for adjustment of the
exercise price down in the event of subsequent issuances of common stock by the

Mr. Mark McLaughlin
Immudyne , Inc.
November  15, 2012
Page 8

 company at a lower price. If so, please clarify how the adjusted exercise price is
determined.

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes the information the Securities
Act of 193 3 and all applicable Securities  Act rules 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.

Notwithstanding our comments, in the event  you request acceleration of the
effective date of the pending regist ration statement please provide  a written statement
from the company acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority,
declare the filing ef fective, 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 f ull
responsibility for the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effectiveness
as a defense in any proceeding initiated by the Commission or any person under
the federa l securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will
consider a written request for acceleration of the effective date of the registration
statement as 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.   Please allow adequate time  for us to review any
amendment prior to the requested effective date of the registration statement.

Mr. Mark McLaughlin
Immudyne , Inc.
November  15, 2012
Page 9

 You may contact Jim Peklenk  at (202) 551 -3661 or Donald Abbott  at (202) 551 -
3608 if you have questions regarding comments  on the financial statements and related
matters.  Please contact Nandini Acharya  at (202) 551 -3495,  Daniel Greenspan, Legal
Branch Chief at (202) 551 -3623  or me at (202) 551 -3715 with any other questions.

Sincerely,

 /s/ Daniel Greenspan for

 Jeffrey  P. Riedler
Assistant Director

 Via E -mail
cc: Gerald A. Adler, Esq.
 Mitul Patel, Esq.
Newman & Morrison LLP
44 Wall Street, 20th Floor
New York, NY   10005