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SEC Company Response from Sonoma Pharmaceuticals, Inc. (SNOA) (CIK 0001367083) (SNOA) — Feb 18, 2011

Sonoma Pharmaceuticals, Inc. (SNOA) (CIK 0001367083)
Date: Feb. 18, 2011 · CIK: 0001367083 · Accession: 0001144204-11-009892

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File numbers found in text: 001-33216, 333-171411

Referenced dates: January 13, 2011

Date
December 23, 2010
Author
/s/ Amy M.
Form
CORRESP
Company
Sonoma Pharmaceuticals, Inc. (SNOA) (CIK 0001367083)

Letter

United States Securities and Exchange Commission Division of Corporate Finance Oculus Innovative Sciences, Inc. Registration Statement on Form S-3 Filed December 23, 2010 File No. 333-171411

Re:

Dear Ms. Hogue:

I am securities counsel for Oculus Innovative Sciences, Inc. (the “Company”). Set forth below is the Company’s response to comments received from the staff of the Securities and Exchange Commission (the “Staff”) in their letter dated January 13, 2011. The numbering of the response corresponds to the numbering of the comment in the letter from the Staff. Furthermore, today we are filing Amendment 1 to the Form S-3. The purpose of the Amendment is to add our legal opinion. We have also made other non-substantive revisions, including changing certain dates in the Form S-3.

Comment 1:

We note the comments on your Form 10-K for the fiscal year ended March 31, 2010 that were issued on January 13, 2011. Please confirm that you will resolve any comments on your Form 10-K before requesting acceleration of the effective date of this registration statement.

Response 1:

We note the Staff’s comment. From a phone conversation with the Staff on February 11, 2011, we understand from the Staff that there are no further comments on the Form 10-K.

Please contact me if you have any questions, we are happy to cooperate in any way we can.

Regards,
/s/ Amy M.
Trombly

Show Raw Text
CORRESP
1
filename1.htm

    Unassociated Document

        February
18, 2011

        Ms.
Aslynn Hogue

        United
States Securities and Exchange Commission

        Division
of Corporate Finance

        100 F
Street, N.E.

        Washington,
DC 20549

                  Re:

                  Oculus
      Innovative Sciences, Inc.

        Registration Statement on Form
S-3

        Filed December 23, 2010

        File No.
333-171411

        Dear Ms.
Hogue:

        I am
securities counsel for Oculus Innovative Sciences, Inc. (the
“Company”).  Set forth below is the Company’s response to comments
received from the staff of the Securities and Exchange Commission (the “Staff”)
in their letter dated January 13, 2011.  The numbering of the response
corresponds to the numbering of the comment in the letter from the
Staff.  Furthermore, today we are filing Amendment 1 to the Form
S-3.  The purpose of the Amendment is to add our legal
opinion.  We have also made other non-substantive revisions, including
changing certain dates in the Form S-3.

                  Comment
      1:

                  We
      note the comments on your Form 10-K for the fiscal year ended March 31,
      2010 that were issued on January 13, 2011. Please confirm that you will
      resolve any comments on your Form 10-K before requesting acceleration of
      the effective date of this registration
  statement.

                  Response
      1:

                  We
      note the Staff’s comment. From a phone conversation with the Staff on
      February 11, 2011, we understand from the Staff that there are no further
      comments on the Form 10-K.

        Please
contact me if you have any questions, we are happy to cooperate in any way we
can.

        Regards,

          /s/ Amy M.
Trombly

          Amy M.
Trombly, Esq.

          February
18, 2011

          United
States Securities and Exchange Commission

          Division
of Corporate Finance

          100 F
Street, N.E., Mail Stop 3030

          Washington,
D.C. 20549

                    Attn:

                    Aslynn
      Hogue

                    Re:

                    Oculus
      Innovative Sciences, Inc.

          Registration Statement on Form
S-3

          Filed December 23, 2010

          File No. 333-171411

          Form 10-K for the fiscal year ended
March 31, 2010

          Filed June 8, 2010

          File No. 001-33216

          Dear Ms.
Hogue:

          In
response to comments received from the staff of the Securities and Exchange
Commission (the “Staff”) on the Registration Statement on Form S-3 filed on
December 23, 2010, the undersigned, being the Chief Executive Officer of Oculus
Innovative Sciences, Inc., hereby acknowledges the following:

                    ·

                    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 Oculus
      Innovative Sciences, Inc. from its full responsibility for the adequacy
      and accuracy of the disclosure in the filing;
  and

                    ·

                    Oculus
      Innovative Sciences, Inc. acknowledges that it may not assert Staff
      comments as a defense in any proceeding initiated by the Commission or any
      person under the federal securities laws of the United
    States.

          In
response to comments received from the Staff on the Form 10-K for the fiscal
year ended March 31, 2010 filed on June 8, 2010, the undersigned, being the
Chief Executive Officer of Oculus Innovative Sciences, Inc., hereby acknowledges
that:

                    ·

                    Oculus
      Innovative Sciences, Inc. is responsible for the adequacy and accuracy of
      the disclosure in the filing;

                    ·

                    Staff
      comments or changes to disclosure in response to staff comments do not
      foreclose the Commission from taking any action with respect to the
      filing; and

                    ·

                    Oculus
      Innovative Sciences, Inc. may not assert Staff comments as a defense in
      any proceeding initiated by the Commission or any person under the federal
      securities laws of the United
States.

          Please do
not hesitate to contact Amy Trombly, Esq. at (617) 243-0060 if you need anything
further.

                      /s/
      Hojabr Alimi

                        Hojabr
      Alimi

                        Chief
      Executive Officer