SecProbe.io

January 4, 2012
 Via E-mail

Mr. Elliot Maza Chief Executive Officer Biozone Pharmaceuticals, Inc. 550 Sylvan Avenue Suite 101 Englewood Cliffs, NJ 07632
Re: Biozone Pharmaceuticals, Inc.
Amendment No. 1 to Registrati on Statement on Form S-1
Filed December 19, 2011
  File No. 333-176951

Dear Mr. Maza:

We have reviewed your amended registra tion statement and response letter filed on
December 19, 2011 and have the following comments.  In some of our comments, we may ask you to provide us with information so we may better understa nd your disclosure.
 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 re gistration statement and the information you
provide in response to these comments, we may have additional comments.
 General

1. Since you are a reporting company subject to th e requirements of the Securities Exchange
Act of 1934, you should respond to the comments  in this letter that apply to the
disclosure included in your Form 10-K or  Form 10-Q within ten business days by
providing the requested information or by advising us when you will provide the requested response.  A few examples of disclosu re that is required to  be included in your
registration statement and your Form 10-K or Form 10-Q include Business section, Risk
Factors, Director and Offi cer disclosure, Beneficial Ownership Table, MD&A and
Financial Statements and the notes thereto.  Please review the re quirements of Forms 10-
K and 10-Q for a detailed list of the require d disclosure as compared to Form S-1.

Mr. Elliot Maza Biozone Pharmaceuticals, Inc. January 4, 2012 Page 2

 2. You disclose on page 1 and in response to several comments that your pharmaceuticals
business does not constitute a material part  of your overall business.  Accordingly,

 Please provide us with a detailed analys is which supports your belief that your
pharmaceutical business is not material to your business; and
 Please revise your disclosure under “Overview”  to appropriately di sclose information
regarding your material portions of your  business and limit your disclosure regarding
your pharmaceutical business to a brief discussion in your Business section.  This Overview section should only briefly discu ss the material portions  of your business.

3. In response to various prior comments, you stat e that you will file ce rtain agreements as
exhibits to your registration statement.  Please promptly file each of the following
agreements as you are required to file thes e agreements pursuant to your requirements
under the Securities Exchange Act of 1934 as we ll as pursuant to the requirements under
the Securities Act of 1933. The agreements are as follows:
 Prior comment 26: Confidentiality agreem ents and intellectual property assignment
agreements with your employees;
 Prior comment 51: Material lease agreem ents, including analysis of any lease
agreements that are not material;
 Prior comment 63: Agreements with your th ree contract manufacturing customers;
 Prior comment 110: All loan agreements  related to long-term debt; and
 Prior comment 111: Complete copi es of Exhibits 10.12-10.15, 10.22 and 10.24.

Our History, page 2

4. You disclose that you anticipate discontinuing your prior business re lating international
surf resorts through the sale of your 55% owners hip in ISR de Mexico, S. de R.L. de C.V.
in consideration for the re turn and cancellation of approximately 13,948,001 shares of
your common stock.  Please disclose whether you are currently in negotiations for this
transaction and the status .  If you have entered into a letter  of intent or other similar term
sheet or agreement, please disc lose all the material terms of such agreement and file a
copy of the agreement.  Alternatively, provide  us with your analys is which supports your
determination that such agreement is not required to be filed.
 Business

 Manufacturing Business, page 21

5. On page 5, you disclose that the FDA inspecte d your manufacturing fa cilities in January
2011 and again in November 2011. The inspecti ons resulted in numerous observations on
Form 483, which you are in the process of reme diating. As of the date hereof, you have
not received any additional corresponde nce from the FDA regarding these two
inspections. The FDA may conclude that your actions are insufficient to meet regulatory

Mr. Elliot Maza Biozone Pharmaceuticals, Inc. January 4, 2012 Page 3

 standards. If compliance is deemed defici ent in any significant way, it could have a
material adverse effect on your business.  Pl ease expand your disclosure  in this section to
disclose the facilities and pr oducts which are affected by this Form 483 and provide a
summary of the observations noted on the Form 483.
 Customers and Marketing, page 26

6. We are re-issuing prior comment 63.  Pleas e expand your disclosure to identify your
three contract manufacturing customers.  In  addition, please expand your disclosure to
disclose all the material terms of each agreem ent, including the obligations of each party,
the consideration received a nd any financial provisions, and the term and termination
provisions.
 Executive Compensation

 Summary Compensation Table, page 33

7. We note your response to prior comment 75 and y our disclosure in foot notes (2) and (5).
These disclosures do not appear to be consistent with the biographies provided on page
31.  Please advise or re vise your disclosure.

Certain Relationships and Re lated Transactions, page 35

8. You disclose that Daniel Fisher, your Execu tive Vice President, has advanced funds to
you for working capital.  You also disclose that  you are in dispute with Mr. Fisher as to
the balance due.  Please file copies of all wr itten agreements or summaries of the oral
agreements related to these advanced f unds as exhibit(s) pursuant to Item
601(b)(10)(ii)(A) of Regulation S-K.  In addi tion, please disclose the amount in dispute.
 Plan of Distribution, page 40

9. You disclose that Aero intends to make a pr o-rata distribution to holders of the common
stock of Aero of record no later than D ecember 31, 2011 of the shares of common stock
of the Company held by Aero.  Please revise your registration throughout to reflect this
distribution.
 Biozone Pharmaceuticals Inc. Consolidated Financial Statements, page F-1

10. We note your response to prior comment 89 yet we did not see a Statement of
Stockholders’ Equity for the Nine Mont hs Ended September 30, 2011.  Given the
significant transactions that occurred duri ng this period, please revise your filing to
include this information.

Mr. Elliot Maza Biozone Pharmaceuticals, Inc. January 4, 2012 Page 4

 Biozone Pharmaceuticals, Inc. Consolidated Balance Sheets, page F-2

11. We noted that several of the line items in  the financial statements for the amounts at
December 31, 2010 do not agree with the sum of th e historical financial statements of the
Biozone Lab Group: Biozone Lab, Equachem  and Equalan.  Please provide us a
reconciliation of the differ ences and ensure the pro forma information reflects any
changes that are required.
 Note 1- Business, page F-5

12. We note your response to prior comment 90.  Please tell us why, gi ven the fact that
Biozone Pharmaceuticals’ shareholders own th e majority of the voting rights of the
combined company and that the top two mana gement members (the Chairman and Chief
Executive Officer/Chief Financial Offi cer/Secretary) were from Biozone
Pharmaceuticals, you believe that BioZone Lab Group is the acquiring company that obtained control of the ac quiree.  Please reference ASC 805-10-55-10 through ASC 805-
10-55-15 and tell us why you believe the attr ibutes for BioZone Lab Group are greater
than those of Biozone Pharmaceuticals.  In addition, please tell us the sales revenue for
Aero Pharmaceuticals (Baker Cummins products) for the year ended December 31, 2010 and any subsequent 2011 interim period.  You state that 100% of th e combined entity’s
revenues came from BioZone Lab Group but  Aero Pharmaceuticals was included in
Biozone Pharmaceuticals at the time of the acquisition with BioZone Lab Group.  If the
Baker Cummins skin product line does not gene rate any revenue, plea se clarify this in
your filing.

13. We note your response to prior comment 91 and your statement that you believe that the
Biozone Lab Group is the accounting acquire r.  Please confirm that the Baker
Cummins/Aero financial statements have not been included in the December 31, 2010
historical financial statements.  In this regard, we note that Ae ro was acquired by the
accounting acquiree (legal acquirer),  not the accounting acquirer.

14. Please tell us why the financial statements of Aero are not required to  be filed pursuant to
Rule 3-05 of Regulation S-X.  Provide your materiality analysis to clarify why the
financial statements are not required.

15. We note your response to prior comment 93.  Pl ease tell us the indi vidual percentage
ownership of Daniel Fisher, Brian Keller, Ni an Wu and Christian Oertle for each entity
within the BioZone Lab Group and whether an y are immediate family members.  In
addition, please tell us if ther e is any legally binding agr eement to ensure the group of
shareholders acts in concert.  Lastly, please tell us if any of these individuals held an
interest in Aero Pharmaceuticals prior to the acquisition of Aero, and if so, the percentage
of ownership interest.

Mr. Elliot Maza Biozone Pharmaceuticals, Inc. January 4, 2012 Page 5

 Basis of Consolidation, page F-5

16. We note your response to prior comment 94.  Please clarify how you determined that
BetaZone was an entity under common control.   Please tell us what percentage of
ownership was held by a Biozone Group sharehol der and name that shareholder.
 Note 3 – Aero Acquisition, page F-7

17. We note your response to prior comment 95.  Please disclose that you have yet to
determine the qualitative factors that make up goodwill for the Aero Pharmaceutical acquisition and disclose the timing for when you think the tangible and intangible assets
acquired will be identified and valued.  Refer to ASC 805-30-50-3.
 Note 5 – Convertible Notes Payable, page F-8

18. We note your response to prior comment 97.  Pl ease tell us how you determined that the
embedded conversion option and warrants ar e not derivatives pursuant to ASC 815.
Consider any anti-dilution f eatures pursuant to ASC 815- 40.  Please reference any
relevant accounting literature and provide  an analysis of your accounting for each
security.  In addition, if you determine that they are embedded derivatives that you cannot
separate from the convertible  notes, please tell us how you determined that the entire
contract did not require fair value accounting due to your inability to reliably measure the
embedded derivatives.  Refer to  ASC 815-15-25-52 and ASC 815-15-25-53.
 Biozone Laboratories, Inc. Cons olidated Financial Statements

 Note 2 – Summary of Significant Accounting Policies, page F-17

19. We note your response to prior comment 98 and your related expanded disclosure
regarding 580 Garcia Properties, LLC.  As previously requested, please provide us your
analysis as to how you determined that 580 Garcia Properties, LLC was a variable
interest entity requiring consolidation.  Refer to ASC 810-10-25.  Ensure that your
analysis addresses the percentage of the fa ir value of the asset for which you guarantee
(the 20,000 square foot cGMP fac ility) to the total fair value amount of the assets in 580
Garcia Properties, LLC. Refer to  ASC 810-10-25-55 through 810-10-25-56.
 Equalan Pharma, LLC Consolid ated Financial Statements

 Note 4 – Related Parties, page F-32

20. We note your response to prior comment 99.  Please  revise your disclosure to clarify that
the trade receivables from a company under co mmon ownership are due to a direct loan
and not sales.

Mr. Elliot Maza Biozone Pharmaceuticals, Inc. January 4, 2012 Page 6

 Pro Forma Financial Information, page F-41

21. In your response to prior comment 105 you noted  that the company presented pro forma
statement of operations for the period ended September 30, 2011 yet the pro forma
information beginning on page F-41 is as of  March 31, 2011.  The information should be
as of the most recent interim period, Se ptember 30, 2011.  In addition, the pro forma
Statement of Operations should also show the pro forma information as of the most
recent fiscal year end, December 31, 2010.  Please revise your filing accordingly.
 Item 15.  Recent Sales of Unregistered Securities, page II-2

22. We note your response to prior comment 106.  Pl ease promptly file your Form D for your
unregistered offering completed on March 29, 2011 for the issuance of 10% secured
convertible promissory notes in the aggregate principal amount of $2,250,000. See
Guidance on Form D Filing Process located at http://www.sec.gov/divisions/c orpfin/formdfiling.htm.
 Exhibit 5.1

23. We are re-issuing prior comment 112.  Please file a revised opinion that removes the
statement “and will be, when issued in the manner described in the Registration
Statement” from this opinion.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in
possession of all facts relating to a company’s disc losure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
Please refer to Rules 460 and 461 regarding re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in th e above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.

Mr. Elliot Maza Biozone Pharmaceuticals, Inc. January 4, 2012 Page 7

 You may contact Dana Hartz at (202) 551-3648 or Mary Ma st at (202) 551-3613 if you
have questions regarding comments on the financ ial statements and related matters.  Please
contact Rose Zukin at (202) 551-3239, Jennifer Riegel at (202) 551-3575, or me at (202) 551-
3710 with any other questions.
Sincerely,
   /s/ Jennifer Riegel for   Jeffrey P. Riedler
Assistant Director
 cc: Harvey J. Kesner, Esq.
61 Broadway, 32nd Floor New York, NY 10006