SecProbe.io

CORRESP
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June 16, 2010

VIA EDGAR AND FEDEX

U.S.
Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

Attn: Tim Buchmiller and Ruairi Regan

 Re:

 Electromed, Inc.

 Registration Statement on Form S-1

 Filed May 3, 2010

 File No. 333-166470

Dear Mr.
Buchmiller:

On behalf of
Electromed, Inc. (the “Company”), we are responding to your comment letter,
dated May 28, 2010, to Mr. Robert Hansen, Chairman and Chief Executive Officer
of the Company, regarding the Company’s registration statement on Form S-1
filed with the Securities and Exchange Commission (the “SEC”) on May 3, 2010
(the “Form S-1”). A responsive Pre-Effective Amendment No. 1 to the Form S-1
(“Amendment No. 1”) has been filed concurrently herewith via EDGAR. We have
also provided you and the other SEC Staff members listed at the end of this
response letter with courtesy marked copies of Amendment No. 1 showing changes
to the Form S-1 to assist in your review. For your convenience, we have
repeated and numbered the comments from your letter in boldface print. The
Company’s responses are provided below each comment.

Prospectus Cover Page

 1.

 Please confirm that any preliminary
 prospectus you circulate will include all non-Rule 430A information. This
 includes the price range and related information based on a bona fide
 estimate of the public offering price within that range, and other
 information that was left blank throughout the document.

 Response: The Company confirms that the
 preliminary prospectus that will be circulated will include all non-Rule 430A
 information, including the price range and related information based on a
 bona fide estimate of the public offering price within that range.

 2.

 Please highlight the reference to the risk
 factors section. Refer to Item 501(b)(5) of Regulation S-K.

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 Response: The
 Company has cross-referenced the risk factors section in a more prominent
 manner in Amendment No. 1 by unitalicizing the font and by moving the
 cross-reference to precede the description of the offering price of the securities.

 Table of Contents

 3.

 We note the first sentence in the paragraph
 that follows your table of contents cautioning investors that they “should
 rely only on the information contained in this prospectus.” Please consider
 whether this statement, in its current form, is consistent with your ability
 to use free writing prospectuses.

 Response: The
 Company has revised the identified language on the table of contents page of Amendment No. 1 to
 reflect that investors may rely on information in free writing prospectuses
 prepared by or on behalf of the Company.

 Summary

 Our Business Strengths, page 2

 4.

 We note that this section provides a broad
 overview of the strengths of your business. Please balance your disclosure by
 providing an equally prominent overview of the material risks to and
 weaknesses in your business.

 Response: The
 Company has revised the Risk Factors section of the Summary on pages 3 and 4 of Amendment No. 1 to provide a
 more prominent overview of the material risks to and weaknesses in the
 Company’s business, which are described in more detail in the Risk Factors
 section.

 Risk Factors

 Our business financial condition and
 results of operations, page 10

 5.

 With a view to disclosure, please:

 •

 tell us the location and identity of your
 principal distributors; and

 •

 tell us whether you have any agreements
 with these distributors and the nature of such agreements if any.

 Response: The
 Company advises the Staff that it has made sales in more than ten countries.
 Its principal international distributors are Compania Europea de Productos
 Medicos, S.L. (Spain), Linde Medicale, S.r.l. (Italy), and TKB International,
 Inc. (Japan). TKB International, Inc. serves as the Company’s exclusive distributor in Japan
 pursuant to a Distributorship Agreement entered into on December 1, 2007. The
 agreement has a three-year term and will automatically extend for an
 additional two-year term unless cancelled by either party with six months’
 notice. Compania Europea de Productos Medicos, S.L. (“Medipro”)

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 serves as the Company’s
 exclusive distributor in Spain pursuant to an agreement dated March 18, 2008. The
 agreement had an initial two-year term and was automatically renewed for an
 additional two-year term as a result of Medipro meeting minimum sales
 requirements. The Company entered into a letter agreement with
 Linde Medicale, S.r.l. on January 30, 2009, pursuant to which it serves as the Company’s exclusive distributor in Italy. Although the agreement expired on
 June 30, 2009, the Company and the distributor have continued to operate
 under the terms of the agreement. The Company has not disclosed this information
 in the Form S-1 because it does not believe that the identity of its
 distributors or the terms of its distributor agreements would be material to
 investors.

 If our patents, page 19

 6.

 We note that you pursue a policy of
 obtaining patents in key foreign countries. To the extent you do not seek
 patent protection in all countries in which you market your products, please
 disclose the material risks to your business of such a policy.

 Response: In
 response to the Staff’s comment, the Company has revised the risk factor
 entitled “If our patents and other intellectual property rights do not
 adequately protect our products, we may lose market share to our competitors
 and be unable to operate our business profitably.” Please see page 18 of
 Amendment No. 1.

 Future sales of our common stock, page 21

 7.

 Please address the warrants being issued to
 the underwriters as compensation for this offering in this risk factor.

 Response: The
 Company has revised the Form S-1 in response to the Staff’s comment. Please
 see page 20 of Amendment No. 1.

 Use of Proceeds, page 27

 8.

 Please disclose the principal reasons for
 the offering.

 Response: The
 principal reasons for the offering are to provide Company shareholders
 liquidity in the public equity market and to raise cash to support the
 Company’s growth plan. The Company has revised the Use of Proceeds disclosure
 on page 25 of Amendment No. 1 to reflect the foregoing.

 9.

 We note your disclosure in the fourth
 paragraph that you reserve the right to modify the use of proceeds for other
 purposes. You may reserve the right to change the allocation of proceeds
 provided you disclose the specific contingencies that would give rise to a
 change. See Instruction 7 to Item 504 of Regulation S-K. Please revise.

 Response: The
 Company has revised the Use of Proceeds disclosure on page 25 of
 Amendment No. 1 and the risk factor entitled “We have broad discretion in the
 use of the

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 proceeds of
 this offering and may apply the proceeds in ways with which you do not
 agree,” which begins on page 20 of Amendment No. 1, to indicate
 that the Company may modify its anticipated use of proceeds for contingencies
 such as the progress of its research and development activities, regulatory or
 competitive developments, and strategic opportunities.

 10.

 Please reconcile your disclosure in this
 section with the disclosure in the fourth paragraph on page 36 that you
 expect to finance equipment purchases with proceeds of the offering. Also,
 revise the related risk factor on page 22, as applicable.

 Response: The
 Company has revised the Use of Proceeds disclosure on page 25 of
 Amendment No. 1 to state that it may use a portion of the proceeds from the
 offering to finance equipment purchases and other capital expenditures in the
 ordinary course of business. The Company has added similar language to the
 description of the offering on page 5 of Amendment No. 1 and the
 risk factor on page 20 of Amendment No. 1.

 Capitalization, page 28

 11.

 Please revise to remove “cash and cash
 equivalents” from the table on page 28 since this is not part of your
 capitalization.

 Response: The
 Company has retained the “cash and cash equivalents” row in the
 capitalization table on page 26 of Amendment No. 1 for future
 pro forma disclosure of the proceeds from the offering. The Company has deleted the “Total capitalization”
line item to avoid confusion on the part of the reader as to whether “cash and cash equivalents” are included in such amount.

 Dilution, page 29

 12.

 Please revise your dilution disclosure to
 show dilution assuming exercise of the warrants being issued to the
 underwriters.

 Response: In
 response to the Staff’s comment, the Company has added disclosure in the
 Dilution section on page 27 of Amendment No. 1 to indicate that
 the dilution information excludes the impact of the exercise of the warrants
 to be issued to the underwriter in connection with this offering that will
 remain outstanding after this offering at an exercise price equal
 to 120% of the initial public offering price. Because the exercise price
 for such warrants will be greater than the initial public offering price, the
 exercise of such warrants would not result in any additional dilution to new
 investors in this offering.

 Management’s Discussion and Analysis, page
 30

 13.

 Refer to the last sentence of the last
 paragraph on page 30:

4

 •

 Please disclose why Medicare reimbursement
 was temporarily suspended, include any appropriate risk factors disclosure if
 this could occur again; and

 •

 It appears from your disclosure on page 36
 that the trademark lawsuit is expected to continue. To the extent that you
 reasonably expect that the continued litigation will have a material impact
 on income from continuing operations, by diverting the operational focus of
 management or otherwise, please provide the disclosure required by Item
 303(a)(3)(ii) of Regulation S-K. Please also clarify why management’s
 attention to the trademark lawsuit significantly affected your sales given
 that you have a sales force and other distributors.

 Response: The temporary
 Medicare suspension was the result of unintentional noncompliance with state
 licensure requirements in two states in 2009. Consequently, between October
 4, 2009 and December 4, 2009, all of the Company’s Medicare reimbursement payments
 were suspended. Although the temporary suspension delayed cash collections
 during the first six months of fiscal 2010, all Medicare claims have since
 been recovered following reinstatement on December 4, 2009. The risk factor
 on page 13 of Amendment No. 1, entitled “Our products could be subject to
 exclusion from Medicare, Medicaid and other government programs if we do not
 comply with all applicable standards for reimbursement,” discloses these
 facts and indicates that the Company’s business and results of operations could
 suffer if it is unable to maintain adequate compliance procedures that
 facilitate continuous eligibility for reimbursement. Please also see page 28
 of Amendment No. 1.

 In response
 to the Staff’s comment, the Company advises the Staff that management does not expect the trademark litigation to
 have a material impact on income from continuing operations. In addition, the Company has added disclosure on page 28 of Amendment No. 1 to clarify why it
believes the litigation affected its sales growth trend.

 14.

 We note that your revenues increased
 significantly in each period presented as compared to the previous year and
 that the increase was primarily due to increases in sales of SmartVest
 Systems. In light of the material increases in revenues, your MD&A disclosure
 does not provide a thorough analysis that provides readers a view of the
 company through the eyes of management. When individual line items disclosed
 in your statements of operations significantly fluctuate in comparison to the
 comparable prior period, please quantify, and disclose the nature of each
 item that caused the significant change. For example, please quantify each
 material factor (i.e. such as volume changes by type of
 product, number of SmartVest Systems sold for neuro-muscular diseases, etc.),
 disclose separately the effect on operations attributable to each factor
 causing the aggregate change from year to year and disclose the nature of or
 reason for each factor causing the aggregate change. The analysis should
 reveal underlying material causes of the factors described and any future
 impact on operating results. Please incorporate the above comment to all of
 the disclosures in the analysis of your results of operations in

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 MD&A and revise as necessary. See Item
 303 of Regulation S-K and SEC Release No. FR-72 for guidance.

 Response: In
 response to the Staff’s comment, the Company has added disclosure within the
 MD&A on pages 31 and 32 of Amendment No. 1,
 regarding the amounts and reasons behind sales volume changes of its
 SmartVest System for the 2008 and 2009 fiscal years. The Company has further
 disclosed that changes in sales prices for the SmartVest System have had a nominal impact on revenue in the
 comparable periods, which it believes provides a reader with adequate
 information to assess the Company’s sales trends. The Company has also
 considered the Staff’s comments in preparing the MD&A for the nine months
 ended March 31, 2010 and 2009.

 Critical Accounting Policies and Estimates,
 page 31

 General

 15.

 The following comments on critical accounting
 policies and estimates contained in Management’s Discussion and Analysis
 should also be considered, if applicable, in the notes to your financial
 statements.

 Response: The
 Company acknowledges the Staff’s comment and has indicated any changes made
 to the financial statement notes in connection with its responses to comment
 nos. 16 –24 below.

 Revenue Recognition and Allowance for
 Doubtful Accounts, page 31

 16.

 We see that you provide medical devices and
 services directly to patients and the majority of your transactions are with
 third-party payers. Please tell us how you considered the guidance in FASB
 ASC Topic 954 — Health Care Entities in determining your accounting for
 revenue and receivables. In addition, tell us how you considered whether you
 should report revenue and receivables net rather than gross, less a provision
 for discounts.

 Response: The Company is a medical device manufacturer whose revenues are
 entirely from product sales and contain no service revenues. The Company’s sales are made
directly to the end users of its products and the Company does not enter into any direct contractual
relations with third-party payers. The Company has
 reviewed the scope of ASC Topic 954, which applies to either of the following
 health care entities: (1) those whose principal operations consist of
 providing health care services and that derive all or almost all of their
 revenues from the sale of goods or services; or (2) those whose principal
 operations consist of the planning, organization, and oversight of the
 foregoing entities. ASC 954-10-15-1B describes the applicability of this
 topic to health care entities and does not include medical device companies.
 As such, the Company does not believe that ASC Topic 954 applies. Because the
 Company does not fall under ASC 954, it is unaware of any requirements to
 separately disclose discounts off its gross selling price.

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 17.

 We refer to your disclosure that revenues
 are recorded at amounts estimated to be received. Please revise to clarify how
 you estimate amounts to be received under reimbursement arrangements with
 third-party payers. In addition, disclose whether your adjustments to amounts
 previously billed have been material. Please disclose the “many
 contingencies” in the reimbursement process discussed on page 30 and indicate
 how these impact your revenue recognition. The amount of contractual
 allowances with third party payers should also be disclosed for each period.

 Response: In
 response to the Staff’s comment, the Company has modified