SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

MAIL STOP 7010
         July 9, 2008
Sotirios J. Vahaviolos, Ph.D.
Chairman and Chief Executive Officer
Mistras Group, Inc.
195 Clarksville Road
Princeton Junction, New Jersey 08550
RE:  Mistras Group, Inc.  Registration Statement on Form S-1  Filed June 10, 2008  File Number 333-151559
Dear: Mr. Vahaviolos:

We have reviewed your filing and have th e 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 commen t is inapplicable or a revision is unnecessary.
Please be as detailed as necessa ry in your explanation.  In some  of our comments, we may ask
you to provide us with supplemental informati on so we may better understand your disclosure.
After reviewing this information, we ma y or may not raise additional comments.

Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requir ements 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 aspe ct of our review.  Feel free to call us at
the telephone numbers listed at  the end of this letter.
 General

 1. We note that you have yet to file a number of exhibits.  Please file these exhibits as soon as
possible in order to give the st aff adequate time to review them.  Note that we may have
comments after we review these materials.

2. Please provide all information required except that  allowed to be exclud ed by Rule 430A of
the Securities Act of 1933.  This information impacts disclosure thr oughout your filing and
will require time to review.  Note that we may have additional comments on your filing once
you provide the information.

Sotirios J. Vahaviolos, Ph.D.
Mistras Group, Inc.
July 9, 2008
Page 2 of 8
Industry and Market Data

3. Please tell us whether the information in sources cited throughout the prospectus was
publicly available or whether the information was prepared for you for a fee.  We note
information from the United States Energy In formation Administrati on, Chemical Market
Associates, Inc., the Industrial Informa tion Resources and SRI International.
 Summary, page 1

 4. Please disclose the basis for your statemen t that you are a leading global provider of
proprietary, technology-enabled non-destructive testing soluti ons.  Please do this for other
such statements throughout the prospectus.  Fo r instance, refer to your statement on page 58
that you are the only vendor with a comprehens ive suite of proprietary and integrated NDT
services, software and other products worldwide as well as your statement on page 64 that
you are a leader in the design of AE sensors, instruments and turn-key systems used for the
monitoring and testing of mate rials, pressure components, processes and structures.
 5. It is not clear from your table on page 78 whethe r officers and directors will be selling shares
in the offering.  If so, please disclose here.
 6. Please quantify the number of shares of common st ock each officer, director and affiliate will
receive upon the concurrent conv ersion of preferred stock.
 Summary Historical Consolidat ed Financial Data, page 8

 7. Please revise your disclosures to include cash flows from financ ing and investi ng activities.
We believe that a presentation that only in cludes the cash flows from operations portion of
the statement of cash flows implies that the use of  such cash flows is entirely at the discretion
of management.   See FRC 202.03 for additional details.
 Summary Historical Consolidated Fi nancial Data – FN (1), page 9

 8. We note your disclosure here a nd on page 29 describing pro forma diluted earnings per share.
Please amend your filing to include tabular disc losures in a manner similar to paragraph 40a
of SFAS 128.
 Risk Factors, page 9

 9. Briefly discuss the extent to which you have be en impacted by accidents that could occur as a
result of your testing as well as by intellectual property disput es as discussed in the risk
factors entitled An accident or incident involving our NDT solutions…
 on page 9.and We may
be subject to damaging and disrupt ive intellectual prope rty litigation related to allegations…
on page 15.

Sotirios J. Vahaviolos, Ph.D.
Mistras Group, Inc.
July 9, 2008
Page 3 of 8
Forward-Looking Statements, page 23

10. Please remove the word “will” from the list of forward-looking statements.
 Selected Historical Consolidated Financial Information, page 29

 11. We note your use of EBITDA as a performan ce measure.  Please amend your filing to
include the material limitations associated with  the use of this measure.  Please reference
question 8 of the Staff’s Frequently Asked Questions Regarding the Use of Non-GAAP
Financial Measures.
 Management’s Discussion and Analysis of Financ ial Condition and Results of Operations, page
30
 12. Please disclose all foreign countries, in total, from which you derive re venues.  Please refer
to Item 101(d)(i)(B).
 Consolidated Results of Operations, page 34

 13. We note your ability to raise prices to keep p ace with increased labor costs contributed to the
increase in gross profit in the nine months ended February 2008.  For each segment, discuss your ability to increase prices and how this pricing power or lack thereof, impacts your
profitability.
 14. To the extent that your revenues and profits  have been signifi cantly impacted by the
provision of products and/or servic es to one or several major cu stomers, please discuss those
transaction(s) in greater detail.  For instance,  we note that revenues in the Services segment
for the nine months ended February 2008 were largely the result of one order from one major customer and that your top 10 customers accounted for half the revenue.  Further, we note that revenues in the Software Products segmen t for the nine months ended February 2008
increased as a result of one major order in th e International segment.  Please review this
section and revise to provide more context fo r the changes between th e periods discussed.
 15. Throughout your discussion of your results of ope rations for all periods presented you cite
multiple factors for changes in your results.  Revi se your filing, to the extent practicable, to
quantify the impact of each factor you iden tify when you identify multiple factors as
impacting your results of operations.  For example, your services disc ussion indicates that
your revenues increased due to an increase in demand, a single la rge order and revenues from
an acquired business.

Sotirios J. Vahaviolos, Ph.D.
Mistras Group, Inc.
July 9, 2008
Page 4 of 8
Liquidity and Capital Resources
Cash Balance and Credit Facility Borrowings, page 46

16. We note that subsequent to February 29, 2008 you acquired four businesses which were not
individually material.  Please demonstrate for us whether these acquisitions are material in
the aggregate.  Refer to Rule 3- 05(b)(2)(i) of Regulation S-X.
 Manufacturing, page 67

 17. Please describe what yo ur products are.
 Intellectual property, page 67

 18. We note your statement that your success depend s in part on your ability to protect your
proprietary technology and avoid infringing the in tellectual property of others.  We also note
the number of patents and service marks you ow n.  Please provide a better understanding the
role that intellectual property  protection plays in your busin ess.  For instance, are your
primary products, processes and services patented  or licensed from others?  Please refer to
Item 101(c)(iv) of Regulation S-K.
 Research and Development, page 67

 19. Please disclose the estimated amount spent du ring each of the last three fiscal years on
company-sponsored research and development activ ities.  In addition, st ate, if material, the
estimated dollar amount spent during each of such years on customer-sponsored research
activities relating to the deve lopment of new products, services or techniques or the
improvement of existing products, services or t echniques.  Please refer to Item 101(c)(xi) of
Regulation S-K.
 Executive Compensation, page 74

Compensation Discussion and Analysis, page 74
Annual Cash Incentives, page 75
 20. Please quantify the EBITDA and revenue perfor mance targets and disclose what EBITDA
and revenue amounts you actually achieved.
 Principal and Selling Stockholders, page 78

 21. For any selling stockholders that are not natu ral persons and not a reporting company under
the Exchange Act, a majority owned subsidiary  of a reporting company under the Exchange
Act, or a registered investme nt fund under the 1940 Act, you must identify by footnote or
otherwise the natural person or persons having so le or shared voting and investment control
over the securities held by the beneficial owner.

Sotirios J. Vahaviolos, Ph.D.
Mistras Group, Inc.
July 9, 2008
Page 5 of 8
Acquisition of Envirocoustics A.B.E.E., page 80

22. We note based on your disclosure here and on page F-16 that Mr. Vahaviolos was the
majority owner of A.B.E.E. and also currently owns 59% of Mistras.  It therefore appears
that A.B.E.E. and Mistras are entities under comm on control.  If so, pl ease address the need
to account for Mistras’ acquisition of A.B. E.E. as entities under common control as
prescribed by paragraphs D11 through D18 of SFAS 141.
 Underwriting, page 91

 23. Please disclose the circumstances under whic h the underwriters could waive the lock-up
requirements.
 Signatures

 24. Please note that your controller or chief accounting officer must sign the registration
statement pursuant to Note A to Signatures on Form S-1.  Please add the chief accounting
officer or indicate which current signatory holds that position.
 Report of independent Registered Public Accounting Firm, page F-3

 25. Amend your filing to include the audit report and related consent of the other auditor referred
to by Amper, Politziner & Mattia, P.C.
 Notes to the Consolidated Financial Statements

 2. Summary of Significant Accounting Polic ies – Revenue Recognition, page F-9

 26. With regard to your product sales, clarify when title passes to the customer (e.g. when the product is delivered or when the product is ship ped to the customer).  Refer to SAB Topic
13.3.a.
 27. You indicate that for multiple-element arrange ment software contracts that include non-
software elements, whereby the software is es sential to the functiona lity of the nonsoftware
elements, you apply the accounting specified  under the heading Multiple-Element
Arrangements.  However, we note that your accounting for multiple-element arrangements
does not refer to vendor-specific objective evid ence (VSOE) as contemplated by paragraph
10 of SOP 97-2.  Please confirm that you us e VSOE for your software multiple-element
arrangements and revise your disclosures ac cordingly.  Otherwise provide us additional
information to clarify the appropriateness of your accounting.
 28. You indicate that revenues from maintenance, unspecified upgrades a nd technical support are
recognized over the periods such items are deliv ered.  Please revise  your disclosures to
clarify, if true, that you recogni ze such revenues ratably over the term of the arrangement as
required by paragraph 57 of SOP 97-2.

Sotirios J. Vahaviolos, Ph.D.
Mistras Group, Inc.
July 9, 2008
Page 6 of 8
3. Earnings Per Share, page F-14

29. We note that you have excluded the common stoc k equivalents related to the conversion of
the outstanding preferred stock from diluted earnings per share due to the fact that their
conversion is contingent on the effectiveness of a qualified IPO.  However, based on your
disclosures in Note 16, it appear s that the preferred stock is convertible at the option of the
holder at any time.  Based on these terms, pl ease tell us what consideration you gave to
including the common stock equi valents in your diluted EPS calculation. Clarify whether you
have excluded these common stock equivalents because they are antidilutive as indicated by
your pro forma diluted earnings (loss) per shar e as presented in your Summary and Selected
Consolidated Financial Data.
 4. Accounts Receivable and Allowance for Doubtful Accounts, page F-15

 30. Please revise your filing to include the change s in the position of doubtful accounts for all
years an income statement is presented.  Refe r to Rule 5-04(a)(2) of Regulation S-X.
 7. Goodwill, page F-16

 31. Please amend your filing to include changes in the carrying amount of goodwill at the
segment level as required by paragraph 45 of SFAS 142.
 16. Preferred Stock – Conve rsion Rights, page F-23

 32. Amend your filing to disclose the conversion pri ce of the preferred shares.  Also disclose
how such conversion price changes upon the issuance of additional common shares.
 16. Preferred Stock – Class A Redemption Rights, page F-23

 33. We note that Class A holders may require redemption upon the occurrence of an Event of Noncompliance.  Please define these events.
 17. Stock Compensation, page F-24

 34. Please amend your filing to include the weighted average grant date fair value, the total intrinsic value for each year an income statem ent is provided.  Additionally, for the latest
balance sheet date please disclose the total co mpensation cost related to non-vested awards
not yet recognized and the weighted average period over which is it expected to be
recognized.  Refer to paragr aph A240 of SFAS 123(R).

Sotirios J. Vahaviolos, Ph.D.
Mistras Group, Inc.
July 9, 2008
Page 7 of 8
Notes to the Interim Consolidated Financial Statements

7. Long-Term Debt, page F-42
 35. We note your disclosure on page F-18 indica ting that the bank has waived several non-
financial covenants in connecti on with prior year financial statements.  Please amend your
filing to clarify if you are in compliance with  these covenants at th e end of your interim
reporting period.  Please also enhance your di sclosures to identify these covenants and
whether you are required to be in compliance with similar covenants in the future.  In
addition, please revise your disclosures to discuss the potential consequences of not
complying with or being able to amend debt covenants in the future.  Refer to Section 501.03
of the Financial Reporting Codification for guidance.
 11. Preferred Stock, page F-44

 36. We note your disclosure that “Accretion has been  based on the Fair Mark et Value of Class A
shares.  Accretion has been based on the Class A IRR Amount and amount to $9,865 for the
nine months ended February 29, 2008.”  These st atements appear to contradict each other.
Please amend your filing to clarify how you determined accretion expense for the nine months ended February 29, 2008 and why there wa s a significant increase in accretion for the
nine months ended February 29, 2008.
 Closing Comments

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 that is filed on EDGAR with your amendment that keys your
responses to our comments and provides any re quested supplemental information.  Detailed
cover letters greatly facilitate  our review.  Please understand that we may have additional
comments after reviewing your amendmen t and responses to our comments.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filings reviewed by the staff to be certain  that they have provided all information investors
require for an informed decision.  Since the comp any and its management are in possession of all
facts relating to a company’s disclosure, they are responsible for the acc uracy and adequacy of
the di