SecProbe.io

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

         DIVISION OF
CORPORATION FINANCE
        June 29, 2010
 Robert D, Hansen Co-Founder, Chairman and Chief Executive Officer Electromed, Inc. 500 Sixth Avenue NW New Prague, Minnesota 56071
Re: Electromed, Inc.  Registration Statement on Form S-1
Amendment filed June 17, 2010
 File No. 333-166470

Dear Mr. Hansen:

We have reviewed your ame nded registration statement and supplemental response 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 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 the amendment is appropr iate, 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.
Use of Proceeds, page 25

1. We note your changes in response to prior comme nt 9.  It remains unclear what changes in
your business plan would trigger a modification in  the use of proceeds.  Provide a specific
discussion of all contingencies that would trig ger a change in your use of proceeds.  Also
address the alternatives to su ch use as required by Instructio n 7 of Item 504 of Regulation
S-K.
Capitalization, page 26
2. We refer to your response to prior comment 11.   However, cash and cash equivalents should not be included in the capitalization information in the table on page 26. Please
revise.

Robert D, Hansen
Electromed, Inc.
June 29, 2010 Page 2  Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations

Critical Accounting Policies and Estimates, page 29
3. We refer to your response to prior comment 19.  We see once you have determined that a
customer is no longer receiving third-party reimbursement and has discontinued payments,
you write-off any existing receivable or ceas e recognizing revenue under the installment
method.  Additionally, you indicate that under no condition is product returned to you for a
price reduction.
• Please tell us if your sales arrangements could result in individual sales with
significantly varying margins. We note your consistent gross margin of 73% to 75%
for the periods presented in your financial statements.
• Provide us the amount of selling price adjustments you accrued for each of the periods presented in your financial statements.
• Please tell us whether you receive product returns for reasons other than a price
reduction.  If you do receive product returns, also indicate if you resell returned
products or utilize the equipment for ot her purposes, such as demonstration.
• Please tell us whether the product has any significant value at the time you write-off
the receivable. If there is any significant value tell us why the product would not be
returned.
Business, page 36

International Marketing, page 46
4. Please identify the principal countries, other than the United States and Canada, where you
sell your products.  Also, identify the locations of your principal distributors.
Management, page 58
5. Please clarify the nature of Thomas Hagedorn’s responsibilitie s during the past five years
with the entities you have named.
Financial Statements
Note 2. Inventories, page F-12
6. We refer to your response to prior comment 54. Please tell us why you include replacement
parts as current assets since you have indicate d that there is minimal movement in this
inventory.
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 th e information the Securities Act of 1933 and all
applicable Securities Act rules require.  Since th e company and its management are in possession of

Robert D, Hansen
Electromed, Inc. June 29, 2010 Page 3  all facts relating to a co mpany’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 registration statement, please pr ovide a written statement from the Company
acknowledging that:
‚ should the Commission or the staff, acting pursua nt 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 the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and
 ‚ the company may not assert staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

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 registra tion statement as confirmation of
the fact that those requesting acceleration are awar e of their respective responsibilities under the
Securities Act of 1933 and the Secu rities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the registration statement.
You may contact Leigh Ann Schultz at (202) 551-3628 or me at (202) 551-3676 if you have
questions regarding comments on th e financial statements and rela ted matters.  Please contact
Ruairi Regan at (202) 551-3269 or Tim Buchmiller, senior attorn ey, at (202) 551-3635 with any
other questions.

     S i n c e r e l y ,          B r i a n  C a s c i o
Accounting Branch Chief
 cc (by facsimile): Ryan C. Brauer, Esq.  Elizabeth M. Dunshee, Esq.