SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE
     Mail Stop 3030
        August 28, 2009
 Kevin R. Davidson Chief Executive Officer 2060 Centre Pointe Boulevard, Suite 7 Mendota Heights, Minnesota  55120
Re: BioDrain Medical, Inc.
Amendment No. 8 to Registrati on Statement on Form S-1
Filed August 20, 2009
  File No. 333-155299

Dear Mr. Davidson:

We have reviewed your filing and have the following comments.  Where
indicated, we think you should re vise 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 deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is information, we may raise additional
comments.
We welcome any questions you may have  about our comments or any other
aspect of our review.  Feel fr ee to call us at the telephone numbe rs listed at the end of this
letter.
Risk Factors

We are an early stage company . . ., page 4

1. We reissue prior comment 1 given your disclosure here that you “have not
generated any revenues to date.”

Six months ended June 30, 2009 and 2008, page 22

2. Please revise to separately quantify the am ount of revenue generated from the sale
of your FMS unit and that amount generated from the sale of the cleaning solution
kits.

Kevin R. Davidson
BioDrain Medical, Inc.
August 28, 2009 Page 2  3. Please revise to also discuss the nature a nd composition of cost of sales, including
a discussion of gross margin.

Consolidated Financial Statements

Note 1.  Summary of Significant Accounting Policies, page F-6

4. Please revise to add a discussion of your accounting policy for revenue recognition.  To the extent relevant, please also addre ss post shipment obligations,
customer acceptance provisions, return policies, warranties, credits and discounts, rebates, price protection or similar privil eges and the impact of these matters on
the amounts and timing of revenues.  Pl ease also address how the installation
requirements described on pages 41 a nd 49 impact the timing of revenue
recognition.   The disclosure in critical accounting policies on page 19 should similarly be revised to discuss the judg ments and uncertainties  inherent in your
revenue recognition policy.
 5. As a related matter, we see that you also sell disposable clean ing kits and that you
expect the sale of the kits to be a su bstantial ongoing revenu e generator.  Please
disclose your accounting policy with respect to these kits , if different from the
sale of the Fluid Management System (FMS) unit.  Discuss if there are any
minimum purchase requirements of the cleaning kits with the purchase of the
FMS.  If so, discuss how the requirement impacts your revenue recognition
policy.
 Note 3.  Stockholders’ Deficit, Stoc k Options and Warrants, page F-7

 Other Securities For Issuance Upon Ce rtain Contingencies, page F-11

 6. We see that the vesting of certain se curities were con tingent on achieving
commercial sales of the FMS.  Since you began recognizing revenue on sales of
the FMS in June 2009, please update this se ction to disclose the vesting of and
accounting for those securities.
 7. We reference the agreement with Pete r Morawetz dated May 15, 2009 in which
Mr. Morawetz, a significant shareholder, waived unpaid consulting fees in return
for cash and equity.  Please revise the re levant paragraph on pa ge F-11 to explain
that the waived amount was recorded as a contribution to capital as reflected in
the statement of stockholders’ equity.
 Note 8.  Long-term Debt, page F-13

 8. We see that you accrued the cash portion of the liquidated damages requirement
under the $170,000 note payable.  Please revi se to also disclose the amount you

Kevin R. Davidson
BioDrain Medical, Inc.
August 28, 2009 Page 3
have accrued for the shares you are obligat ed to issue to the investors on June 30,
2009.  Please refer to FASB ASC 825-20-30-5.

*  *  *  *  *  *  *
    As appropriate, please amend your regist ration 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 cove r 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 amendmen t and responses to our comments.
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 all in formation required under
the Securities Act of 1933 and that they have  provided all information investors require
for an informed investment decision.  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.       In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.
We will consider a written request for acceleration of the effective date of the
registration statement as conf irmation of the fact that t hose requesting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the
securities specified in the above registration statement.  We will act  on the request and,
pursuant to delegated authority, grant acce leration of the effective date.
We direct your attention to Rules 46 0 and 461 regarding requesting acceleration
of a registration statement.  Please allow ad equate time after the filing of any amendment
for further review before submitting a request for acceleration.  Please provide this request at least two business days in a dvance of the requested effective date.
 You may contact Kristin Lochhead at (202) 551-3664 or Gary Todd, Reviewing
Accountant, at (202) 551-3605 if you have  questions regarding comments on the

Kevin R. Davidson
BioDrain Medical, Inc. August 28, 2009 Page 4  financial statements and related matters.  Pl ease contact Geoffrey Kruczek at (202) 551-
3641 or me at (202) 551-3800 with any other questions.

    S i n c e r e l y ,
Peggy Fisher Assistant Director
  cc (via fax): Ryan Hong, Esq.—Richardson & Patel LLP