SecProbe.io

Mail Stop 3030

March 13, 2017

Via E -Mail
Barry F. Cohen
Chief Executive Officer
AVRA Medical Robotics, Inc.
3259 Progress Drive Suite 126
Orlando, FL 32826

Re: AVRA Medical Robotics, Inc.
Registration Statement on Form S-1
Filed February 14, 2017
  File No. 333-216054

Dear Mr. Cohen :

We have reviewed your registration statement 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 bel ieve an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.

Prospectus Cover

1. Please include the dealer prospectus delivery obligation on the outside back cover of the
prospectus.  See Item 502(b) of Regulation S -K.

Prospectus Summary, page 2

2. Where you make qualitative statements, please identify the source of this information or
characterize the statement as management’s belief.  We note, for example, your
disclosure on page 2 regarding robot’s “improved accuracy and visualization” that is
“equal to or better than that of invasive surgery,” and collaboration between humans and
robots being “so difficult to design well”; on page 3 regarding “one of the most important

Barry F. Cohen
AVRA Medical Robotics, Inc.
March 13, 2017
Page 2

 technical challenges”; and on page 31 regarding “some of the best robotic surgeons in the
world,” “most respected hospital names,” and “strong relationships.”

3. We note you r reference to www.allaboutroboticsurgery.com .  Please see footnote 41 and
the related text in Release 33 -7856 (April 28, 2000) regarding your obligations when
including web site addresses in your docum ent, including the obligation to file linked
information.

4. Since the global skin care market likely includes a wide variety of products and services,
it is unclear how your disclosure of its size provides meaningful information to investors
about your pr oposed business.  Please revise or advise.

5. Refer to the first full paragraph on page 3 and your preceding disclosure regarding the
surgical robotics industry.  It is not clear how your anticipated product or service
represents an “innovative approach” to  this field.  In the following paragraph you assert
that improvements in “motors, materials and high resolution imaging allow ” robotics in
the treatment of damaged skin, but go on to state that you are not aware of a robotic
product for skin repair.  Pleas e revise to make clear what opportunity your anticipated
product is expected to address and how you know that the improvements you enumerate
already allow for damaged skin treatment if there are no current products addressing this
application.

6. In your discussion of the surgical robotics industry, revise to provide a clear picture of the
state of current technology, including the very limited use and application of “real -time
imagining,” and risks involved.  Alternatively, you may choose to limit your di scussion
of those aspects of robotic treatment which would apply to your anticipated market, so
that you create a realistic picture of where your possible business fits within the universe
of medical robotics.

Risk Factors, page 6

We will require substan tial additional financing, page 7

7. Given your disclosure on page 32 regarding obtaining FDA approval, please clarify your
disclosure here stating “if any are mandated.”

If we or our third -party manufacturers or suppliers fail to comply, page 12

8. Please ex pand your disclosure regarding your third party manufacturers and suppliers to
clarify whether you have already established relationships or entered agreements with
any such manufacturers or suppliers.

Barry F. Cohen
AVRA Medical Robotics, Inc.
March 13, 2017
Page 3

 The Jobs Act has reduced the information that the Com pany is required to disclose, page 15

9. Please supplementally provide us with copies of all written communications, as defined
in Rule 405 under the Securities Act, that you , or anyone authorized to do so on your
behalf , present to potential investors in reliance on Section 5(d) of the Securities Act,
whether or not they retain copies of the communications.

Determination of Offering Price, page 19

10. Please expand your disclosure to explain that you have arbitrarily determined an initial
offering price  of your shares that will apply until your shares are quoted on the OTCQX
or the OTCQB.

Selling Shareholders, page 20

11. Rather than referring to “various transactions,” specifically identify each transaction in
which selling shareholders received their sha res and provide sufficient detail to establish
the exemption upon which you relied in issuing the securities to the holder.

12. Refer to the third paragraph on page 20.  Please note that you must disclose all material
relationships you have had with the selli ng shareholders during the past three years, even
if they involve rendering service in the ordinary course of business.  Please revise.

13. Please revise your selling shareholders table to list the actual holder of the shares, even if
such shareholder in an entity.  In this regard, we note the entities listed in footnotes 1 –18
to this table.  If any persons who have control over the selling sh areholder entities have
held any position or office with you or have had any other material relationship with you
within the past three years, please provide the Regulation S -K Item 507 disclosure with
respect to those control persons.  For guidance, refer  to Regulation S -K Compliance and
Disclosure Interpretation 140.02, available on the Commission’s website.

14. Please include a column in your selling shareholders table indicating the percentage, if
greater than one percent, of the class to be owned by each  shareholder after completion of
the offering.  See Item 507 of Regulation S -K.

Proposed Business, page 26

15. We note your disclosure regarding your team “bring[ing] the necessary resources,
including intellectual property,” to develop and commercialize you r intended products.
Please disclose the nature of such intellectual property and other resources, clarify who
owns them, and describe the material terms of any agreements pursuant to which you
have been authorized to use such intellectual property and ot her resources.

Barry F. Cohen
AVRA Medical Robotics, Inc.
March 13, 2017
Page 4

 Current Market, page 27

16. Please reconcile your disclosure in the fifth paragraph on page 27 that you are currently
developing a product for minimally invasive surgical facial corrections with your
disclosure in the second paragraph on page 28 that your target market is the non-surgical
segment of the skin resurfacing market.

Efficiently to Market with a Superior Solution, page 30

17. Please provide support for your statement that the cost of acquiring CO 2 Lasers is higher
than your planned s ystem.  If you are relying on yours or third -party data to support this
statement, please indicate the source of that data.

18. We note your disclosure in the first bullet point on page 31 that all elements of your
robotic device have been designed.  However,  from your current disclosure, it is unclear
what your product is and how it will achieve your intended results.  Accordingly, please
more thoroughly describe your “treatment delivered by a robotic device” and your
“planned technology.” Also clarify by wha t mechanism your device and technology will
“improve[] the appearance of skin.”

19. Please expand your disclosure regarding the other users of your technology to identify the
other users and any relationship you have with them.  Please also clarify whether you or
the other users developed the technology, for what applications the technology has
received FDA 510(k) approval, and any licensing arrangements pursuant to which you
and the other users share this technology.

20. Additionally, given that the technology  has not yet received FDA approval as used in
your product, and because safety and efficiency are terms of art used in describing FDA
clearances and approvals, please refrain from using these terms in describing your
product.

21. We note your disclosure in th e first paragraph on page 31 regarding your ability to
rapidly develop, commercialize, and market your product.  Please expand your disclosure
to provide a clear indication of your business plan to achieve commercialization and
revenues.  Your discussion s hould make clear what material steps are needed to achieve
sales of your product, your anticipated timeframe for seeking FDA approval, and your
anticipated capital needs to complete each step.

Development Strategy, page 31

22. Please expand your disclosure regarding your Research Agreement with UCF to describe
the “objectives as stated in the Statement of Work.”

Barry F. Cohen
AVRA Medical Robotics, Inc.
March 13, 2017
Page 5

Market for Common Equity and Related Shareholder Matters, page 34

23. Please provide the disclosure required by Item 201(a)(2)(i) of Regulation S -K.  We note ,
for example, the options  issued  to legal counsel disclosed on page F -12 and F -24.

Management, page 30

24. Please ensure that you disclose all business experience of your directors and executive
officers during the past five years.  In this regard, w e note that Mr. Cohen has served as
CEO of AVRA Surgical Robotics, Inc. since February 8, 2013, as indicated in the Form
S-1 filed by AVRA Surgical Robotics, Inc. on February 12, 2013 and the website
www.allaboutroboticsurgery.com .  Please also disclose Mr.  Cohen’s directorship with
AVRA Surgical Robotics, Inc.  See Item 401(e)(2) of Regulation S -K.  Similarly, please
expand your disclosure regarding Mr.  Schauer’s business experience to describe his role
as CFO of AVRA Surgical Robotics, Inc.  Please also include appropriate risk factor
disclosure regarding Mr.  Cohen and Mr.  Schauer’s positions with other businesses.

Executive Compensation, page 42

25. Please revise your summary compensation table so that o ptions column discloses the
aggregate grant date fair value of the options computed in accordance with FASB ASC
Topic 718 and the total column includes the value of the option awards.  See Item
402(n)(2)(vi) and (x) of Regulation S -K.

Security Ownership o f Certain Beneficial Owners and Management, page 45

26. It appears that Avra Acquisitions, LLC owns 5% or more of your common stock.
Accordingly, please expand this table to include Avra Acquisitions, LLC as a separate
shareholder.  Please note that, in addi tion to separately disclosing Avra Acquisitions,
LLC’s shares, you should continue to include the shares of Avra Acquisitions, LLC
among Mr. Cohen’s holdings.

Financial Statements, page F -1

Report of Independent Registered Public Accounting Firm, page F -2

27. Please have your auditors revise the third paragraph of their opinion to state the period
upon which they are opining, which appears to be the period from inception to December
31, 2015.

Barry F. Cohen
AVRA Medical Robotics, Inc.
March 13, 2017
Page 6

 Note 1.   Organization and Basis of Accounting, page F -7

28. We note that you also discuss a company called AVRA Surgical on the website
www.allaboutroboticsurgery.com  which you reference in the overview section of the
Form S -1.  Please explain to us the relation ship between these two companies and
whether the AVRA technology being used by AVRA Medical Robotics was initially
developed by AVRA Surgical.  Also include a chronology of the development of the
AVRA technology (the surgical robotic technology being used in your products) and the
entities through which it was developed.

Note 3. Research Collaboration Agreement, page F -20

29. We note that you only include $81,654 as research and development expense for the nine
months ended September 30, 2016.   Please tell us  how you have accounted for this
agreement, specifically how you determine the amount to record as research and
development expense and accrued liabilities each period.

Item 15. Recent Sales of Unregistered Securities, page II -1

30. Please provide the Regul ation S -K Item 701 disclosures for the issuance of options
disclosed in the last two paragraphs on page F -12.

Item 17.  Undertakings, page II -2

31. Please provide the undertakings required by Regulation S -K Item 512(a)(6).

Exhibits

32. Please file as exhibits the Indemnification Agreements disclosed on page F -12 and the
form of your 7.5% Convertible Promissory Note disclosed on page II -1.

We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

Refer to Rules 460 and 461 regarding requests for acce leration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.

Barry F. Cohen
AVRA Medical Robotics, Inc.
March 13, 2017
Page 7

 You may contact Julie Sherman at (202) 551 -3640 or Kate Tillan, Assistant Chief
Accountant, at (202) 551 -3604 if  you have questions regarding comments on the financial
statements and related matters.  Please contact Laurie Abbott at (202) 551 -8071 or me at
(202)  551-3528 with any other questions.

Sincerely,

 /s/ A manda Ravitz

Amanda Ravitz
Assistant Director
Office of Electroni cs and Machinery

cc: Dale S. Bergman, Esq.
Gutierrez Bergman Boulris, PLLC