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 Firefly Neuroscience, Inc.

 1100 Military Road

 Kenmore, NY 14217

 July 18, 2025

 U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
Attn: Aliya Ishmukhamedova and Kathleen Krebs

 Re:

 Firefly Neuroscience, Inc.

 Registration Statement on Form S-1

 File No. 333-288738

 Dear Aliya Ishmukhamedova and Kathleen Krebs:

 Pursuant to Rule 461 under the Securities Act of 1933, as amended, Firefly Neuroscience, Inc. hereby respectfully requests that the Securities and Exchange Commission accelerate the effectiveness of the above-referenced Registration Statement on Form S-1 (the “Registration Statement”) and declare the Registration Statement effective at 5:00 p.m. (Eastern Time) on Tuesday, July 22, 2025, or as soon thereafter as practicable.

 It would be appreciated if, as soon as the Registration Statement is declared effective, you would so inform Louis A. Bevilacqua of Bevilacqua PLLC at (202) 869-0888, ext. 100.

 Respectfully,

 Firefly Neuroscience, Inc.

 By:

 /s/ Greg Lipschitz

 Greg Lipschitz

 Chief Executive Officer

 cc: Louis A. Bevilacqua, Esq.

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 July 10, 2025

Greg Lipschitz
Chief Executive Officer
Firefly Neuroscience, Inc.
1100 Military Road
Kenmore, NY 14217

 Re: Firefly Neuroscience, Inc.
 Draft Registration Statement on Form S-1
 Submitted July 3, 2025
 CIK No. 0000803578
Dear Greg Lipschitz:

 This is to advise you that we do not intend to review your registration
statement.

 We request that you publicly file your registration statement at least
two business
days prior to the requested effective date and time. Please refer to Rules 460
and 461
regarding requests for acceleration. 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.

 Please contact Aliya Ishmukhamedova at 202-551-7519 or Kathleen Krebs at
202-
551-3350 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Technology
cc: Lucy Zou
</TEXT>
</DOCUMENT>

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Firefly Neuroscience, Inc.

1100 Military Road

Kenmore, NY 14217

February 11, 2025

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

Attn: Matthew Crispino

			Re:

			Firefly Neuroscience, Inc.

			Registration Statement on Form S-1

			File No. 333-284782

Dear Matthew Crispino:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Firefly Neuroscience, Inc. hereby respectfully requests that the Securities and Exchange Commission accelerate the effectiveness of the above-referenced Registration Statement on Form S-1 (the “Registration Statement”) and declare the Registration Statement effective at 5:00 p.m. (Eastern Time) on Wednesday, February 12, 2025, or as soon thereafter as practicable.

It would be appreciated if, as soon as the Registration Statement is declared effective, you would so inform Louis A. Bevilacqua of Bevilacqua PLLC at (202) 869-0888, ext. 100.

			Respectfully,

			Firefly Neuroscience, Inc.

			By: /s/ Greg Lipschitz

			Greg Lipschitz

			Interim Chief Executive Officer

cc:  Louis A. Bevilacqua, Esq.

February 11, 2025
Greg Lipschitz
Interim Chief Executive Officer
Firefly Neuroscience, Inc.
1100 Military Road
Kenmore, NY 14217
Re:Firefly Neuroscience, Inc.
Registration Statement on Form S-1
Filed February 7, 2025
File No. 333-284782
Dear Greg Lipschitz:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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.
            Please contact Matthew Crispino at 202-551-3456 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Louis A. Bevilacqua, Esq.

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Firefly Neuroscience, Inc.

1100 Military Road

Kenmore, NY 14217

February 11, 2025

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

Attn: Matthew Crispino

			Re:

			Firefly Neuroscience, Inc.

			Registration Statement on Form S-1

			File No. 333-284782

Dear Matthew Crispino:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Firefly Neuroscience, Inc. hereby respectfully requests that the Securities and Exchange Commission accelerate the effectiveness of the above-referenced Registration Statement on Form S-1 (the “Registration Statement”) and declare the Registration Statement effective at 5:00 p.m. (Eastern Time) on Thursday, February 13, 2025, or as soon thereafter as practicable.

It would be appreciated if, as soon as the Registration Statement is declared effective, you would so inform Louis A. Bevilacqua of Bevilacqua PLLC at (202) 869-0888, ext. 100.

			Respectfully,

			Firefly Neuroscience, Inc.

			By:

			/s/ Greg Lipschitz

			Greg Lipschitz

			Interim Chief Executive Officer

cc:  Louis A. Bevilacqua, Esq.

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Firefly Neuroscience, Inc.

1100 Military Road

Kenmore, NY 14217

February 11, 2025

Via EDGAR

Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

100 F Street, N.E.

Washington, D.C. 20549

Attn: Matthew Crispino

			Re:

			Firefly Neuroscience, Inc.

			Withdrawal of Acceleration Request for Registration Statement on Form S-1

			File No. 333-284782

Dear Matthew Crispino:

Reference is made to our letter, dated February 11, 2025, in which we requested acceleration of the effective date of the above-referenced Registration Statement on Form S-1 (the “Registration Statement”) and declare the Registration Statement effective at 5:00 p.m. (Eastern Time) on Wednesday, February 12, 2025. We are no longer requesting that such Registration Statement be declared effective at such time, and we hereby formally, and with immediate effect, withdraw our request for acceleration of the effective date.

			Respectfully,

			Firefly Neuroscience, Inc.

			By:

			/s/ Greg Lipschitz

			Greg Lipschitz

			Interim Chief Executive Officer

cc:  Louis A. Bevilacqua, Esq.

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Firefly Neuroscience, Inc.

1100 Military Road

Kenmore, NY 14217

February 3, 2025

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

Attn: Mitchell Austin

			Re:

			Firefly Neuroscience, Inc.

			Registration Statement on Form S-1

			File No. 333-282357

Dear Marion Graham:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Firefly Neuroscience, Inc. hereby respectfully requests that the Securities and Exchange Commission accelerate the effectiveness of the above-referenced Registration Statement on Form S-1 (the “Registration Statement”) and declare the Registration Statement effective at 5:00 p.m. (Eastern Time) on Wednesday, February 5, 2025, or as soon thereafter as practicable.

It would be appreciated if, as soon as the Registration Statement is declared effective, you would so inform Louis A. Bevilacqua of Bevilacqua PLLC at (202) 869-0888, ext. 100.

			Respectfully,

			Firefly Neuroscience, Inc.

			By:

			/s/ Greg Lipschitz

			Greg Lipschitz

			Interim Chief Executive Officer

cc:  Louis A. Bevilacqua, Esq.

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Firefly Neuroscience, Inc.

1100 Military Road

Kenmore, NY 14217

January 28, 2025

Via EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

100 F Street, N.E.

Washington, D.C. 20549

			Attn:

			Anastasia Kaluzienski

Robert Littlepage

Alexandra Barone

Mitchell Austin

			Re:

			Firefly Neuroscience, Inc.

Amendment No. 2 to Registration Statement on Form S-1

Filed January 13, 2025

File No. 333-282357

Ladies and Gentlemen:

We hereby submit the responses of Firefly Neuroscience, Inc. (the “Company”) to the comments of the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) set forth in the Staff’s letter, dated January 22, 2025, providing the Staff’s comments with respect to the Company’s Amendment No. 2 to Registration Statement on Form S-1 filed on January 13, 2025. Concurrently with the submission of this letter, the Company is submitting an Amendment No.3 to Registration Statement (the “Amendment No.3”) on Form S-1 via EDGAR with the Commission.

For the convenience of the Staff, each of the Staff’s comments is included and is followed by the corresponding response of the Company.  Unless the context indicates otherwise, references in this letter to “we,” “us” and “our” refer to the Company on a consolidated basis.

Amendment No. 2 to Registration Statement on Form S-1

Executive Compensation, page 70

			1.

			Please revise to disclose the information required by Item 402 of Regulation S-K for the most recently completed fiscal year. For additional guidance, consider Question 117.05 of our Regulation S-K Compliance and Disclosure Interpretations.

Response: In response to the Staff’s comments, we have revised the Executive Compensation Session to disclose the information required by Item 402 of Regulation S-K for the most recently completed fiscal year.

If you would like to discuss any of the responses to the Staff’s comments or if you would like to discuss any other matters, please contact the undersigned at (480) 220-6814 or Louis A. Bevilacqua of Bevilacqua PLLC at (202) 869-0888 (ext. 100).

			Sincerely,

			Firefly Neuroscience, Inc.

			By:

			/s/ Greg Lipschitz

			Greg Lipschitz

			Interim Chief Executive Officer

cc: Louis A. Bevilacqua, Esq.

January 22, 2025
Jon Olsen
Chief Executive Officer
Firefly Neuroscience, Inc.
1100 Military Road
Kenmore, NY 14217
Re:Firefly Neuroscience, Inc.
Amendment No. 2 to Registration Statement on Form S-1
Filed January 13, 2025
File No. 333-282357
Dear Jon Olsen:
            We have reviewed your amended registration statement and have the following
comment.
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe 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 this letter, we may have additional comments.
Amendment No. 2 to Registration Statement on Form S-1
Executive Compensation, page 70
1.Please revise to disclose the information required by Item 402 of Regulation S-K for
the most recently completed fiscal year. For additional guidance, consider Question
117.05 of our Regulation S-K Compliance and Disclosure Interpretations.

January 22, 2025
Page 2
            Please contact Anastasia Kaluzienski at 202-551-3685 or Robert Littlepage at 202-
551-3361 if you have questions regarding comments on the financial statements and related
matters. Please contact Alexandra Barone at 202-551-8816 or Mitchell Austin at 202-551-
3574 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Rick Werner, Esq.

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Firefly Neuroscience, Inc.

1100 Military Road

Kenmore, NY 14217

January 13, 2025

Via EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

100 F Street, N.E.

Washington, D.C. 20549

			Attn:

			Anastasia Kaluzienski

Robert Littlepage

Alexandra Barone

Mitchell Austin

			Re:

			Firefly Neuroscience, Inc.

Amendment No. 1 to Registration Statement on Form S-1

Filed December 4, 2024

File No. 333-282357

Ladies and Gentlemen:

We hereby submit the responses of Firefly Neuroscience, Inc. (the “Company”) to the comments of the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) set forth in the Staff’s letter, dated December 13, 2024, providing the Staff’s comments with respect to the Company’s Amendment No. 1 to Registration Statement on Form S-1 filed on December 4, 2024. Concurrently with the submission of this letter, the Company is submitting an Amendment No.2 to Registration Statement (the “Amendment No.2”) on Form S-1 via EDGAR with the Commission.

For the convenience of the Staff, each of the Staff’s comments is included and is followed by the corresponding response of the Company.  Unless the context indicates otherwise, references in this letter to “we,” “us” and “our” refer to the Company on a consolidated basis.

Amendment No. 1 to Registration Statement on Form S-1

Management's Discussion and Analysis of Financial Condition and Results of Operations Overview, page 36

			1.

			We note your responses to prior comments 5 and 6. Please expand your disclosure to provide a comprehensive explanation of the company’s planned activities to achieve commercialization of the BNA Platform in the first half of 2025, and to discuss the type of business model the company intends to use to generate revenue.

Response: In response to the Staff’s comments, we have provided a comprehensive explanation of the company’s planned activities to achieve commercialization of the BNA Platform in the first half of 2025, as well as a discussion of the business model the company intends to use to generate revenue, on page 36 of Amendment No. 2.

Results of Operations, page 39

			2.

			Where you attribute material fluctuations in your results to multiple factors, please quantify each factor cited so that investors may understand the magnitude and relative impact of each factor. As an example, you cite multiple factors which caused an increase in your selling and marketing expenses during the three months ended September 30, 2024 without quantification that would allow users to understand the impact of each material factor. Refer to Item 303(b) of Regulation S-K and Section III.B of Release No. 33-8350.

Response: In response to the Staff’s comments, we have quantified each factor cited so that investors may understand the magnitude and relative impact of each factor.

Business Overview, page 46

			3.

			We note your response to prior comment 7. Please revise to clarify how the BNA Platform uses AI and machine learning, including how the platform uses clustering analysis.

Response: In response to the Staff’s comments, we have revised the disclosure on page 46 of Amendment No.2 to clarify how the BNA Platform uses AI and machine learning, including how the platform uses clustering analysis.

Index to the Financial Statements, page F-1

			4.

			Please provide the unaudited condensed consolidated statements of cash flows for the nine months ended September 30, 2024 and 2023.

Response: In response to the Staff’s comments, we have provided the unaudited condensed consolidated statements of cash flows for the nine months ended September 30, 2024 and 2023 on page F-6 of Amendment No.2.

			5.

			Please adjust the weighted average number of shares used in the calculations of historic net loss per common share for the years ended December 31, 2023 and 2022 to give effect to the merger exchange ratio. The issuance of shares of common stock to shareholders of an operating company in a reverse recapitalization transaction is considered, in substance, to be a stock split. Your financial statements should retroactively reflect this reverse stock split in accordance with ASC 260-10-55-12.

Response: In response to the Staff’s comments, we have retroactively restated the capital structure and net loss per common share numbers within the consolidated financial statements for the years ended December 31, 2023 and 2022, reflecting the exchange ratio of 0.1040 established in the merger.

Unaudited Condensed Consolidated Balance Sheet as of September 30, 2024, page F-2

			6.

			We note your disclosure on page F-13 that on August 12, 2024, you issued 45,344 shares of common stock with the intention to settle accrued liabilities. We further note that you did not reach a contractual agreement to settle the outstanding amount and therefore recognized a note receivable as contra-equity in return for shares issued. Please tell us the value of the shares issued and where the contra-equity is reflected in the financial statements.

Response: In response to the Staff’s comments, we respectfully advise the Staff that the total value of shares issued was $313,327. The contra-equity is presented within additional paid-in capital in the financial statements.

If you would like to discuss any of the responses to the Staff’s comments or if you would like to discuss any other matters, please contact the undersigned at (480) 220-6814 or Louis A. Bevilacqua of Bevilacqua PLLC at (202) 869-0888 (ext. 100).

			Sincerely,

			Firefly Neuroscience, Inc.

			By:

			/s/ Greg Lipschitz

			Greg Lipschitz

			Interim Chief Executive Officer

cc: Louis A. Bevilacqua, Esq.

December 13, 2024
Jon Olsen
Chief Executive Officer
Firefly Neuroscience, Inc.
1100 Military Road
Kenmore, NY 14217
Re:Firefly Neuroscience, Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed December 4, 2024
File No. 333-282357
Dear Jon Olsen:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe 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 this letter, we may have additional comments. Unless we note
otherwise, any references to prior comments are to comments in our October 24, 2024 letter.
Amendment No. 1 to Registration Statement on Form S-1
Management's Discussion and Analysis of Financial Condition and Results of Operations
Overview, page 36
1.We note your responses to prior comments 5 and 6. Please expand your disclosure to
provide a comprehensive explanation of the company’s planned activities to achieve
commercialization of the BNA Platform in the first half of 2025, and to discuss
the type of business model the company intends to use to generate revenue.
Results of Operations, page 39
Where you attribute material fluctuations in your results to multiple factors, please
quantify each factor cited so that investors may understand the magnitude and relative
impact of each factor. As an example, you cite multiple factors which caused an 2.

December 13, 2024
Page 2
increase in your selling and marketing expenses during the three months ended
September 30, 2024 without quantification that would allow users to understand the
impact of each material factor. Refer to Item 303(b) of Regulation S-K and Section
III.B of Release No. 33-8350.
Business
Overview, page 46
3.We note your response to prior comment 7. Please revise to clarify how the BNA
Platform uses AI and machine learning, including how the platform uses clustering
analysis.
Index to the Financial Statements, page F-1
4.Please provide the unaudited condensed consolidated statements of cash flows for the
nine months ended September 30, 2024 and 2023.
5.Please adjust the weighted average number of shares used in the calculations
of historic net loss per common share for the years ended December 31, 2023 and
2022 to give effect to the merger exchange ratio. The issuance of shares of common
stock to shareholders of an operating company in a reverse recapitalization transaction
is considered, in substance, to be a stock split. Your financial statements
should retroactively reflect this reverse stock split in accordance with ASC 260-10-
55-12.
Unaudited Condensed Consolidated Balance Sheet as of September 30, 2024, page F-2
6.We note your disclosure on page F-13 that on August 12, 2024, you issued 45,344
shares of common stock with the intention to settle accrued liabilities. We further note
that you did not reach a contractual agreement to settle the outstanding amount and
therefore recognized a note receivable as contra-equity in return for shares issued.
Please tell us the value of the shares issued and where the contra-equity is reflected in
the financial statements.
            Please contact Anastasia Kaluzienski at 202-551-3685 or Robert Littlepage at 202-
551-3361 if you have questions regarding comments on the financial statements and related
matters. Please contact Alexandra Barone at 202-551-8816 or Mitchell Austin at 202-551-
3574 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Rick Werner, Esq.

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December [ ], 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporate Finance

Office of Technology

100 F. Street, N.E.

Washington, D.C. 20549

			Attn:

			Anastasia Kaluzienski

			Robert Littlepage

			Alexandra Barone

			Mitchell Austin

			Re:

			Firefly Neuroscience, Inc.

			Registration Statement on Form S-1

			Filed September 27, 2024

			File No. 333-282357

Ladies and Gentlemen:

This letter sets forth the responses of Firefly Neuroscience, Inc. (the “Company”) to comments from the staff of the Division of Corporate Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) contained in the letter dated October 24, 2024, regarding the Company’s above referenced Registration Statement on Form S-1 filed on September 27, 2024 (the “Registration Statement”).

In order to facilitate your review, we have restated the Staff’s comments in this letter, and we have set forth the Company’s responses immediately below the Staff’s comments.

In addition, the Company has revised the Registration Statement in response to the Staff’s comments and is publicly filing Amendment No. 1 to the Registration Statement (the “Amendment”) concurrently with this letter, which reflects the revisions and clarifies certain other information. The page numbers in the text of the Company’s responses correspond to the page numbers in the Amendment. Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in the Amendment.

Amendment No. 1 to Registration Statement on Form S-1

Prospectus Summary, page 4

			1.

			Here and throughout your registration statement, clarify that the company’s business model is based on a product that has not yet been launched.

The Company acknowledges the Staff’s comment and has revised the Amendment to clarify that, as of the date of Amendment, the Company’s business model is based on a product that has not yet been launched on pages 4, 36 and 46 of the Amendment.

Private Placement, page 5

			2.

			We note that on page 5 and elsewhere throughout the filing you describe the private placement that closed on August 12, 2024. Please tell us how you calculated approximately $3.5 million in aggregate gross proceeds from this private placement. Revise the private placement disclosures throughout the filing accordingly to ensure accuracy and consistency.

The Company acknowledges the Staff’s comment and notes that the aggregate gross proceeds of approximately $3.5 million were based on the issuance and sale of (i) 7,918,552.03 shares of common stock and/or pre-funded warrants to purchase shares of common stock and (ii) accompanying warrants to purchase up to 7,918,552.03 shares of common stock, in each case, prior to adjustment for the exchange ratio of 0.1040, at a purchase price of $0.442 per share and accompanying warrant or $0.4419 per pre-funded warrant and accompanying warrant, in each case prior to adjustment for the exchange ratio. The Company has clarified the private placement disclosures on pages 5, 37, 95 and 119 of the Amendment.

Risk Factors, page 8

3. We note that Article X of the Certificate of Incorporation (Exhibit 3.1) includes exclusive forum provisions. Please revise to add risk factor disclosure related to these provisions, including risks related to increased costs for investors to bring a claim and that these provisions can discourage claims or limit investors' ability to bring a claim in a judicial forum that they find favorable. In an appropriate place in your filing, please include disclosure clearly describing the provision, including the relevant forum for litigation, any subject matter jurisdiction carve out, and questions of enforceability.

The Company acknowledges the Staff’s comment and has added a risk factor addressing the exclusive forum provisions under the heading “Our Charter provides that the Court of Chancery of the State of Delaware will be the sole and exclusive forum for substantially all disputes between us and our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees” on page 32 of the Amendment. Additionally, the Company has included disclosure describing the provision, including the relevant forum for litigation, any subject matter jurisdiction carve out, and questions of enforceability on page 90 of the Amendment under the section entitled “Forum Selection.”

We may be unable to compete successfully with competitive technologies..., page 13

4. You disclose that the company’s continued success depends on its ability to successfully launch its commercialization program to target clinicians. Please expand your disclosure to discuss your target customer base and specifically “target clinicians." Discuss whether the company intends to focus its commercialization program in the United States or Europe.

The Company acknowledges the Staff’s comment and has expanded its disclosure to discuss the target customer base and the geographic scope of the initial commercialization program. Specifically, the Company clarified that the “target clinicians” are neurologists located in the United States on pages 12, 13 and 54 of the Amendment.

Management's Discussion and Analysis of Financial Condition and Results of Operations, page 36

5. We note that you indicate that your BNA Platform is FDA approved and you are in a position to undertake a commercial launch of the platform. Please enhance your disclosure by discussing the anticipated timing for commercial launch, your planned activities and the estimated costs necessary to achieve commercialization, and your anticipated sources of revenue upon commercialization. In addition, revise throughout to clearly differentiate between products that have been developed and are available in the market and those that are still in the development stage and are not yet available.

The Company acknowledges the Staff’s comment and has revised the disclosure on pages 4, 36 and 46 of the Amendment to clarify (i) that it currently anticipates undertaking a commercial launch of the BNA Platform in the first half of 2025, (ii) that it does not expect that additional development costs are necessary to achieve commercialization, and (iii) that anticipated sources of revenue upon commercialization are the use of the BNA Platform by neurologists in the United States and via collaborations with pharmaceutical companies in support of neuroscience drug development.

6. Please expand your disclosure in this section to include a discussion about the company’s anticipated sources of revenue and how it expects to generate such revenue.

The Company acknowledges the Staff’s comment and has expanded its disclosure on page 37 of the Amendment to clarify that revenue consists of BNA testing, equipment rental and the undertaking of projects and clinical studies and that the Company anticipates generating revenue in the future through the use of the BNA Platform by neurologists in the United States and through collaborations with pharmaceutical companies in support of neuroscience drug development.

Business, page 46

7. We note your disclosure that Firefly is an “artificial intelligence company” and that the BNA Platform is “Artificial Intelligence driven.” Please revise to explain how your product uses artificial intelligence and machine learning.

The Company acknowledges the Staff’s comment and has revised its disclosure to explain that the BNA Platform is a software as a medical solution that was developed using artificial intelligence through unsupervised machine learning (via clustering analysis) on pages 4, 36 and 46 of the Amendment.

Market Opportunity, page 53

8. Please expand your disclosure here to clarify the market opportunity for the BNA Platform and Firefly’s future products. Explain how this is calculated, including any assumptions or limitations.

The Company acknowledges the Staff’s comment and has expanded its disclosure on page 53 of the Amendment to clarify the market opportunity for the BNA Platform and the Company’s future products, including a description of calculations, assumptions and/or limitations.

Executive Compensation, page 70

9. Please explain why Paul Krzywicki is not included in the Executive Compensation discussion. In this regard, we note that he joined the company in November 2023. Refer to Item 402 of Regulation S-K.

The Company acknowledges the Staff’s comment and respectfully advises the Staff that Mr. Krzywicki was employed by the Company as a consultant pursuant to that certain consulting agreement by and between the Company and Mr. Krzywicki, effective as of November 13, 2024, and subsequently appointed as the Company’s Chief Financial Officer on March 7, 2024. Accordingly, Mr. Krzywicki was not acting as the Company’s Principal Financial Officer in any capacity during the year ended December 31, 2023, and therefore was not included in the Executive Compensation discussion for the year then ended. The Company has added the appropriate summary compensation and narrative disclosure for its former Chief Financial Officer, Stephen Purcell, on pages 70 and 7 of the Amendment.

Beneficial Ownership of Securities, page 91

10. Please revise the footnotes to the table to identify the individuals who exercise voting and investment power over the securities owned by Windsor Private Capital LP and Roxy Capital Corporation.

The Company acknowledges the Staff’s comment and has revised Footnotes 1 and 2 to the beneficial ownership table to identify the individuals that exercise voting and investment power over the securities owned by Windsor Private Capital LP and Roxy Capital Corporation on page 91 of the Amendment.

Plan of Distribution, page 102

11. We note your disclosure that the selling securityholders may sell their securities “to or through underwriters or broker-dealers” and that "[a]t the time a particular offer of Securities is made, if required, a prospectus supplement will be distributed that will set forth the number of Securities being offered and the terms of the offering, including the name of any underwriter, dealer or agent, the purchase price paid by any underwriter, any discount, commission and other item constituting compensation, any discount, commission or concession allowed or reallowed or paid to any dealer, and the proposed selling price to the public." Please confirm your understanding that the retention by a selling stockholder of an underwriter would constitute a material change to your plan of distribution requiring a post-effective amendment. Refer to your undertaking provided pursuant to Item 512(a)(1)(iii) of Regulation S-K.

The Company acknowledges the Staff’s comment and confirms its understanding that the retention by a selling stockholder of an underwriter would constitute a material change to the plan of distribution requiring a post-effective amendment.

Pro Forma Financial Information, page 105

12. Please provide an introduction to the pro forma financial statements, prepared pursuant to the guidance in Rule 11-02(a)(2) of Regulation S-X.

The Company acknowledges the Staff’s comment and has revised the Amendment to provide an introduction to the pro forma financial statements on page 105 of the Amendment.

13. Please provide updated pro forma financial statements, pursuant to Rule 11-02(c) of Regulation S-X.

The Company acknowledges the Staff’s comment and has revised the Amendment beginning on page 105.

The Company respectfully notes that per Regulation S-X, Article 11 Pro Forma Financial Information Rule 11-02(c)(1) “A pro forma condensed balance sheet as of the end of the most recent period for which a consolidated balance sheet of the registrant is required by Regulation S-X Rule 3-01 must be filed unless the transaction is already reflected in such balance sheet,” and per Rule 11-02(c)(2)(i) “Pro forma condensed statements of comprehensive income must be filed for only the most recent fiscal year, except as noted in paragraph (c)(2)(ii) of this section, and for the period from the most recent fiscal year end to the most recent interim date for which a balance sheet is required. A pro forma condensed statement of comprehensive income may be filed for the corresponding interim period of the preceding fiscal year. A pro forma condensed statement of comprehensive income must not be filed when the historical statement of comprehensive income reflects the transaction for the entire period.”

The Company advises the Staff that it filed its Quarterly Report on Form 10-Q for the quarter ended September 30, 2024 (the “Form 10-Q”), on November 14, 2024. On August 12, 2024, the transaction with WaveDancer, Inc. (“WaveDancer”) and Firefly Neuroscience 2023, Inc. was consummated (the “Merger”). The consolidated balance sheets as of September 30, 2024, included in the Amendment reflect the Merger. Based on the aforementioned guidance, the Company has not included a revised pro forma condensed combined balance sheet in the Amendment, as the Merger is already reflected in the consolidated balance sheet within the Form 10-Q. A pro forma statement of comprehensive income (loss) for the nine months ended September 30, 2024, has also not been included in the Amendment. The statement of comprehensive income (loss) filed in the Form 10-Q reflects the Merger. Given that WaveDancer has wound down its corporate operations and sold its operating business, Tellenger Inc., the statement of comprehensive income filed in the Form 10-Q is equivalent to what it would have been if the Merger had occurred on January 1, 2023. The Form 10-Q is equivalent to the reflection of the Merger for the entire period from both the balance sheet perspective and the perspective of the statement of comprehensive income (loss).

14. Revise the presentation of the columns in your pro forma financial statements so that the Tellenger Sale Transaction adjustments and the Wind-down of WaveDancer Corporate adjustments are presented immediately after the historic WaveDancer information, followed by a subtotal column to reflect WaveDancer on a pro forma basis. This should be followed by the historic Firefly Neuroscience financial information, the adjustments to give pro forma effect to the merger, and the pro forma combined financial statements.

The Company acknowledges the Staff’s comment and has revised the Amendment to update the presentation of pro forma financial statements beginning on page 105.

Unaudited Pro Forma Condensed Combined Statement of Operations, page 106

15. The historical income statements used in the pro forma financial information should only be presented through income from continuing operations pursuant to Rule 11-02(b)(1) of Regulation S-X. Please revise accordingly.

The Company acknowledges the Staff’s comment and has revised the Amendment pro forma financial information to present only through income from continuing operations.

16. Provide pro forma earnings (loss) per share data for the year-end and interim period, giving effect to the number of shares to be issued in the merger with WaveDancer after the effects of the 1-for-3 reverse stock split. This should be accompanied by a detailed footnote explaining the calculation, including the pro forma number of outstanding shares calculated based upon the exchange ratio.

The Company acknowledges the Staff’s comment and has revised the Amendment pro forma earnings (loss) per share data to give effect to the number of shares issued in the Merger after giving effect to the 1-for-3 reverse stock split.

Notes To The Unaudited Pro Forma Condensed Combined Financial Information, page 108

17. We note on page 108 “for the purposes of the unaudited pro forma condensed combined financial information, the exchange ratio is assumed to be 0.42.” Please explain to us why you did not assume an exchang

October 24, 2024
Jon Olsen
Chief Executive Officer
Firefly Neuroscience, Inc.
1100 Military Road
Kenmore, NY 14217
Re:Firefly Neuroscience, Inc.
Registration Statement on Form S-1
Filed September 27, 2024
File No. 333-282357
Dear Jon Olsen:
            We have reviewed your registration statement and have the following comments.
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe 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 this letter, we may have additional comments.
Registration Statement on Form S-1
Prospectus Summary, page 4
1.Here and throughout your registration statement, clarify that the company’s business
model is based on a product that has not yet been launched.
Private Placement, page 5
2.We note that on page 5 and elsewhere throughout the filing you describe the private
placement that closed on August 12, 2024. Please tell us how you calculated
approximately $3.5 million in aggregate gross proceeds from this private placement.
Revise the private placement disclosures throughout the filing accordingly to ensure
accuracy and consistency.

October 24, 2024
Page 2
Risk Factors, page 8
3.We note that Article X of the Certificate of Incorporation (Exhibit 3.1) includes
exclusive forum provisions. Please revise to add risk factor disclosure related to these
provisions, including risks related to increased costs for investors to bring a claim and
that these provisions can discourage claims or limit investors' ability to bring a claim
in a judicial forum that they find favorable. In an appropriate place in your filing,
please include disclosure clearly describing the provision, including the relevant
forum for litigation, any subject matter jurisdiction carve out, and questions of
enforceability.
We may be unable to compete successfully with competitive technologies..., page 13
4.You disclose that the company’s continued success depends on its ability to
successfully launch its commercialization program to target clinicians. Please expand
your disclosure to discuss your target customer base and specifically “target
clinicians." Discuss whether the company intends to focus its commercialization
program in the United States or Europe.
Management's Discussion and Analysis of Financial Condition and Results of Operations,
page 36
5.We note that you indicate that your BNA Platform is FDA approved and you are in a
position to undertake a commercial launch of the platform. Please enhance your
disclosure by discussing the anticipated timing for commercial launch, your planned
activities and the estimated costs necessary to achieve commercialization, and your
anticipated sources of revenue upon commercialization. In addition, revise throughout
to clearly differentiate between products that have been developed and are available in
the market and those that are still in the development stage and are not yet available.
6.Please expand your disclosure in this section to include a discussion about the
company’s anticipated sources of revenue and how it expects to generate such
revenue.
Business, page 46
7.We note your disclosure that Firefly is an "artificial intelligence company" and that
the BNA Platform is "Artificial Intelligence driven." Please revise to explain how
your product uses artificial intelligence and machine learning.
Market Opportunity, page 53
8.Please expand your disclosure here to clarify the market opportunity for the BNA
Platform and Firefly’s future products. Explain how this is calculated, including any
assumptions or limitations.
Executive Compensation, page 70
9.Please explain why Paul Krzywicki is not included in the Executive Compensation
discussion. In this regard, we note that he joined the company in November 2023.
Refer to Item 402 of Regulation S-K.

October 24, 2024
Page 3
Beneficial Ownership of Securities, page 91
10.Please revise the footnotes to the table to identify the individuals who exercise voting
and investment power over the securities owned by Windsor Private Capital LP and
Roxy Capital Corporation.
Plan of Distribution, page 102
11.We note your disclosure that the selling securityholders may sell their securities "to or
through underwriters or broker-dealers" and that "[a]t the time a particular offer of
Securities is made, if required, a prospectus supplement will be distributed that will
set forth the number of Securities being offered and the terms of the offering,
including the name of any underwriter, dealer or agent, the purchase price paid by any
underwriter, any discount, commission and other item constituting compensation, any
discount, commission or concession allowed or reallowed or paid to any dealer, and
the proposed selling price to the public." Please confirm your understanding that the
retention by a selling stockholder of an underwriter would constitute a material
change to your plan of distribution requiring a post-effective amendment. Refer to
your undertaking provided pursuant to Item 512(a)(1)(iii) of Regulation S-K.
Pro Forma Financial Information, page 105
12.Please provide an introduction to the pro forma financial statements, prepared
pursuant to the guidance in Rule 11-02(a)(2) of Regulation S-X.
13.Please provide updated pro forma financial statements, pursuant to Rule 11-02(c) of
Regulation S-X.
14.Revise the presentation of the columns in your pro forma financial statements so
that the Tellenger Sale Transaction adjustments and the Wind-down of WaveDancer
Corporate adjustments are presented immediately after the historic WaveDancer
information, followed by a subtotal column to reflect WaveDancer on a pro forma
basis. This should be followed by the historic Firefly Neuroscience financial
information, the adjustments to give pro forma effect to the merger, and the pro forma
combined financial statements.
Unaudited Pro Forma Condensed Combined Statement of Operations, page 106
15.The historical income statements used in the pro forma financial information should
only be presented through income from continuing operations pursuant to Rule 11-
02(b)(1) of Regulation S-X. Please revise accordingly.
16.Provide pro forma earnings (loss) per share data for the year-end and interim period,
giving effect to the number of shares to be issued in the merger with WaveDancer
after the effects of the 1-for-3 reverse stock split. This should be accompanied by a
detailed footnote explaining the calculation, including the pro forma number of
outstanding shares calculated based upon the exchange ratio.

October 24, 2024
Page 4
Notes To The Unaudited Pro Forma Condensed Combined Financial Information, page 108
17.We note on page 108 "for the purposes of the unaudited pro forma condensed
combined financial information, the exchange ratio is assumed to be 0.42." Please
explain to us why you did not assume an exchange ratio of 0.1040, consistent with the
disclosure under Subsequent Events on page F-14.
18.Please tell us if Merger Adjustment (k) to the unaudited Pro Forma Condenses
Combined Balance Sheet as of March 31, 2024 represents the gross proceeds from the
private placement that closed on August 12, 2024. If so, please revise Note 3(k)
accordingly.
19.With a view towards expanded disclosure in Note 3(l), please explain to us the
purpose of issuing the common shares, the nature of the consulting services to be
received, and why it is considered directly related to the transaction. Also, explain
why you will immediately record an impairment of $105,188.
20.We note in Notes 3(l), (m), (n), (t), and (u) the company will be issuing shares in
exchange for future services. Tell us your basis in Article 11 of Regulation S-X for
giving pro forma effect to the prepayment of future services. Also, explain to us your
consideration of disclosing these arrangements as Management's Adjustments in
accordance with Rule 11-02(a)(7) of Regulation S-X.
21.We note in Note 3(r) you refer to two officers of Firefly while in Note 3(s) you refer
to two officers of the company. Clarify if these are the same two officers and, if
applicable, please be consistent in how you refer to the company.
22.It is unclear how adjustment 5(g) is related to the merger transaction. Please remove
or revise and advise us.
General
23.On the cover page of your registration statement, we note you have checked that you
qualify as a smaller reporting company. Please revise the filing to discuss that the
company is a smaller reporting company and include a risk factor that discusses the
reduced disclosure requirements applicable to smaller reporting companies.
            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 acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.

October 24, 2024
Page 5
            Please contact Anastasia Kaluzienski at 202-551-3685 or Robert Littlepage at 202-
551-3361 if you have questions regarding comments on the financial statements and related
matters. Please contact Alexandra Barone at 202-551-8816 or Mitchell Austin at 202-551-
3574 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Rick Werner, Esq.

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	wavd20240202_corresp.htm

WaveDancer, Inc.

12015 Lee Jackson Highway

Suite 210

Fairfax, Virginia 22033

February 2, 2024

VIA EDGAR CORRESPONDENCE

Securities and Exchange Commission

Division of Corporate Finance

Office of Technology

100 F Street, NE

Washington, DC 20549

Attention: Alexandra Barone

			Re:

			WaveDancer, Inc.

			Registration Statement on Form S-4, as amended, File No. 333-276649

Dear Ms. Barone:

WaveDancer, Inc. (the “Company”) hereby requests acceleration of the effective date of the above-referenced Registration Statement so that it may become effective at 10:00 a.m. Eastern Time on February 6, 2024, or as soon as practicable thereafter, unless the Company notifies you otherwise prior to such time.

Once the Registration Statement has been declared effective, please contact our counsel, Mark J. Wishner of Greenberg Traurig, LLP, at 703-749-1352, to orally confirm that event or if you have any questions or require additional information regarding this matter.

			Very truly yours,

			WaveDancer, Inc.

			By:

			/s/ G. James Benoit, Jr.

			Name:

			G. James Benoit, Jr.

			Title:

			Chief Executive Officer

			cc:

			Mark J. Wishner

			Greenberg Traurig, LLP

United States securities and exchange commission logo
January 26, 2024
G. James Benoit, Jr.
Chief Executive Officer
WaveDancer, Inc.
12015 Lee Jackson Memorial Highway, Suite 210
Fairfax, Virginia 22033
Re:WaveDancer, Inc.
Registration Statement on Form S-4
Filed January 22, 2024
File No. 333-276649
Dear G. James Benoit:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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.
            Please contact Alexandra Barone at 202-551-8816 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Mark J. Wishner, Esq.

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			WaveDancer, Inc.

			12015 Lee Jackson Highway

			Suite 210

			Fairfax, Virginia 22033

			August 9, 2022

VIA EDGAR CORRESPONDENCE

Jeff N. Kauten

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

			Re:

			WaveDancer, Inc.

			Amendment No. 2 to Form S-1

			Filed: August 8, 2022

			File No.: 333-266096

Acceleration Request

			Requested Date:

			August 9, 2022

			Requested Time:

			5:00 P.M. Eastern Time

Dear Mr. Kauten:

Pursuant to Rule 461, WaveDancer, Inc. (the “Company”) hereby requests that the Securities and Exchange Commission take appropriate action to declare the above-captioned Amendment No. 2 to Form S-1 effective at the “Requested Date” and “Requested Time” set forth above or as soon thereafter as practicable.

The Company hereby authorizes Mark J. Wishner, who is an attorney with the Company’s outside legal counsel, Greenberg Traurig, LLP, to orally modify or withdraw this request for acceleration.

			Sincerely,

			WaveDancer, Inc.

			By:

			/s/ G. James Benoit, Jr.

			Name:

			G. James Benoit, Jr.

			Title:

			Chief Executive Officer

United States securities and exchange commission logo
July 18, 2022
G. James Benoit, Jr.
Chief Executive Officer
WaveDancer, Inc.
12015 Lee Jackson Memorial Highway Ste 210
Fairfax, VA 22033
Re:WaveDancer, Inc.
Registration Statement on Form S-1
Filed July 11, 2022
File No. 333-266096
Dear Mr. Benoit:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rule 461 regarding requests for acceleration.  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.
            Please contact Jeff Kauten, Staff Attorney, at (202) 551-3447, or in his absence, Josh
Shainess, Legal Branch Chief, at (202) 551-7951, with any questions.  If you require further
assistance, please contact Larry Spirgel, Office Chief, at (202) 551-3815.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Mark J. Wishner

Mail Stop 4561
      June 30, 2008
 Richard S. DeRose Chief Financial Officer Information Analysis Incorporated 11240 Waples Mill Road, Suite 201 Fairfax, VA 22030
Re: Information Analysis Incorporated
 Form 10-KSB for the Fiscal Year Ended December 31, 2007
Filed April 15, 2008
 File No. 000-22405

Dear Mr. DeRose:
We have completed our review of your Fo rm 10-KSB and related filings and have
no further comments at this time on the specific issues raised.            S i n c e r e l y ,

       / s /  S t e p h e n  K r i k o r i a n          Stephen Krikorian        A c c o u n t i n g  B r a n c h  C h i e f

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Information

11240 Waples Mill Road

(703) 383-3000

Analysis

Suite 201

(800) 829-7614

Incorporated

Fairfax, Virginia 22030

infoa . com

Fax: (703) 293-7979

May 23, 2008

Stephen Krikorian

Accounting Branch Chief

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

RE:

Information Analysis Incorporated

Form 10-KSB for the Fiscal Year Ended December 31, 2007

Filed April 15, 2008

File No. 000-22405

Dear Mr. Krikorian:

In response to the Staff's comment letter of April 25, 2008, regarding the Form 10-KSB of Information Analysis Incorporated ("IAI" or the "Company") for the fiscal year ended December 31, 2007, we offer the following:

Comment No. 1

"Note 1. Summary of Significant Accounting Policies, page 21 Revenue Recognition, page 21

"1. Explain the nature of any multiple element arrangements including the accounting treatment for each deliverable of these arrangements. In this regard, we note your "fixed price contracts" may require the delivery of a specific product with related customer acceptance provisions and that "a portion of [your] fixed price contracts may involve the design and development of complex client systems." It is unclear from your disclosure whether you apply contract accounting (i.e. SOP 81-1) to all or only a portion of your "fixed price contracts" as the last sentence on page 21 indicates that revenues associated with the customized software product is recognized under SOP 97-2. Your response should provide a clear understanding of your various arrangements and the accounting guidance relied upon for each."

Response to Comment No. 1

The disclosure relating to SOP 81-1, SOP 97-2, and "design and development of complex client systems" referenced in the comment did not apply to the periods presented in the Company's 10-KSB for the years ended December 31, 2007 and 2006. These disclosures applied to revenue recognized in prior periods under then-existing contractual arrangements and business operations and were intended as a general disclosure should those types of contracts materialize in future periods. These accounting policies will be removed in future filings unless they apply to the periods presented therein.

The Company recognizes revenue when a contract has been executed, the contract price is fixed and determinable, delivery of services or products has occurred, and collectability of the contract price is considered probable and can be reasonably estimated. Revenue is earned under time and materials and fixed price contracts. For resales of software products, revenue is recognized upon delivery.

IAI's revenue for the fiscal years ended December 31, 2007 and 2006, arose from contractual arrangements, and revenue is recognized from these arrangements, as hereafter described:

Information

11240 Waples Mill Road

(703) 383-3000

Analysis

Suite 201

(800) 829-7614

Incorporated

Fairfax, Virginia 22030

infoa . com

Fax: (703) 293-7979

A.

Multiple-element arrangements - For multiple element contracts, revenue is recognized under guidance from EITF 00-21 for each deliverable based on its standalone value to the customer. The individual standalone elements of the Company's multiple element contracts are priced substantially equivalent to contracts that do not include multiple elements. Examples of multiple-element contracts include ones for which we provide third party software as well as time and materials services, third party software in conjunction with maintenance on third party software, and time and materials services in conjunction with per form or per page unit deliverables. Frequently the initial conversion of a form is charged on a per form or per page basis, while any revisions after delivery and acceptance of the form are charged on a time and materials basis.

B.

Time and Materials Contracts - Revenue on time and materials contracts was recognized based on direct labor hours expended at contract billing rates and adding other billable direct costs. Time and materials contracts made up approximately 55% of revenue on our contracts in 2007 and 73% of the revenue on our contracts in 2006.

C.

Fixed price contracts -

1.

For fixed price contracts that are based on unit pricing, the Company recognizes revenue for the number of units delivered in proportion to total expected units to be delivered in any given reporting period. This applies to contracts for which we convert paper or electronic forms to Adobe or web-based forms on a per page or on a per form basis and contracts to perform training classes.

a.

Revenue on forms conversions priced on a per page or a per form basis represented approximately 5% of revenue reported in 2007 and approximately 6% of revenue reported in 2006.

b.

Revenue for training classes is recognized upon completion of the entire training class, which generally runs one to five days. Revenue for training classes represented less than 1% of revenue reported in 2007 and approximately 1% of total revenue reported in 2006.

2.

For fixed price contracts under which the Company is paid a specific amount to be available to provide a particular service for a stated period of time, revenue is recognized ratably over the service period. The Company applies this method of revenue recognition to resale of maintenance contracts on third party software sales, primarily on Adobe and Micro Focus software, for which the Company is responsible for "first line support" to the customer and for serving as a liaison between the customer and the third party maintenance provider for issues the Company is unable to resolve. The maintenance on third party software represented approximately 8% of revenue in 2007 and approximately 7% of revenue in 2006.

The Company also applies this method to a fixed price contract for which it dedicates staff to support the maintenance of the website of a customer for which the customer is invoiced an equal amount per month of service, regardless of the hours required by the Company's staff to support the maintenance of the website. This contract represented approximately 7% of 2007 revenue and approximately 5% of 2006 revenue.

D.

Resale of Third Party Software - Resale of third party software is recognized upon delivery. Revenue on third party software sales represented approximately 20% of total revenue in 2007 and 4% of revenue reported in 2006. Sales of third party software products, primarily Adobe and Micro Focus products, are reported on a gross basis with the Company as a principal under guidance from the Financial Accounting Standards Board Emerging Issues Task Force (EITF) Abstract 99-19. Please see the further discussion on third party software sales in relation to the Company's response to the Staff's Comment No. 2, below.

Information

11240 Waples Mill Road

(703) 383-3000

Analysis

Suite 201

(800) 829-7614

Incorporated

Fairfax, Virginia 22030

infoa . com

Fax: (703) 293-7979

Comment No. 2

"Note 8. Major Customers and Major Suppliers, page 30

"2. We note that you generated 28% of your total revenue from third party software and maintenance contracts under agreements with two major suppliers. Explain whether the revenue generated through these third party software and maintenance contracts is recorded on a gross or net basis and provide justification for your accounting policy in accordance with the guidance in EITF 99-19. Further, tell us what consideration you gave to disclosing the revenue recognition policy for this significant revenue stream within your filing."

Response to Comment No. 2

Resale of third party software is recognized upon delivery. As noted above, revenue on third party software sales represented approximately 20% of total revenue in 2007 and 4% of revenue reported in 2006 and were recognized on a gross, as opposed to a net, basis using the principles set forth in EITF 99-19. This determination was based on the following: 1) the Company has inventory risk as suppliers are not obligated to accept returns, 2) the Company has reasonable latitude, within economic constraints, in establishing price, 3) the Company, in its marketing efforts, frequently aids the customer in determining product specifications, 4) the Company has physical loss inventory risk as title transfers to the Company at the shipping point, 5) the Company bears full credit risk, and 6) the amount the Company earns in the transaction is neither a fixed dollar amount nor a fixed percentage.

In connection with the above responses, the Company hereby acknowledges that:

-

The Company is responsible for the adequacy and accuracy of the disclosure in the referenced filing;

-

Staff comments or changes to disclosure in response to comments do not foreclose the Commission from taking any action with respect to the filing; and

-

The Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Based on the comments presented to the Company by you on behalf of the Securities and Exchange Commission, the Company has incorporated expanded revenue recognition disclosure in its 10-Q filed on April 20, 2008, for the three months ended March 31, 2008. The Company will continue to assess its revenue recognition policies and disclosures for future periods and incorporate these assessments into its applicable reports.

We would welcome the opportunity to discuss any questions or clarifications that would be useful to you or other members of the Staff. If we can be of assistance, please contact me at (703) 293-7901.

Sincerely,

/s/ Richard S. DeRose

Richard S DeRose

Executive Vice President and

Chief Financial Officer

cc:

Mark Wishner, Greenberg Traurig, LLP

Mark Hooley, Principal, Reznick Group, P.C.

Dennis Muse, Principal, Reznick Group, P.C.

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INFORMATION ANALYSIS INCORPORATED

11240 WAPLES MILL ROAD

SUITE 201

FAIRFAX, VIRGINIA 22030

(703) 383-3000

(703) 293-7979 fax

VIA EDGAR CORRESPONDENCE

May 7, 2008

Mr. Stephen Krikorian

Accounting Branch Chief

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

RE:

Letter to Richard S. DeRose dated April 25, 2008

Information Analysis Incorporated

Form 10-KSB for the Fiscal Year Ended December 31, 2007

Filed April 15, 2008

File No. 000-22405

Dr. Mr. Krikorian:

We received the Commission’s letter related to its review of our Form 10-KSB for the year ended December 31, 2007. Since we are now in the process of completing our Form 10-Q for the quarter ended March 31, 2008, we
respectfully request additional time to respond to the issues raised in the letter. We anticipate providing our response to you by Friday, May 23, 2008.

If you have any questions, please feel free to contact the undersigned at (703) 293-7901.

Sincerely Yours,

Information Analysis Incorporated

/s/ Richard S. DeRose

Richard S. DeRose

Chief Financial Officer

Cc:

Mr. Mark Wishner, Greenberg Traurig, LLP

Mr. Mark Hooley, Reznick Group, P.C.

Mail Stop 4561         A p r i l  2 5 ,  2 0 0 8   Richard S. DeRose Chief Financial Officer Information Analysis Incorporated 11240 Waples Mill Road, Suite 201 Fairfax, VA 22030
Re: Information Analysis Incorporated
 Form 10-KSB for the Fiscal Year Ended December 31, 2007
Filed April 15, 2008
 File No. 000-22405

Dear Mr. DeRose:
We have reviewed the above referenced filing and have the following comments.
Please note that we have limited our review to only your financial statements and related
disclosures and do not intend to expand our revi ew to other portions of your document.
If indicated, we think you should revise your  document in response to these comments.
If you disagree, we will consider your explana tion as to why our comment is inapplicable
or a revision is unnecessary.  Please be as de tailed as necessary in your explanation.  In
some of our comments, we may ask you to pr ovide us with supplemental information so
we may better understand your disclosure.  After reviewing this information, we may
raise additional comments.
 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements 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 any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Richard S. DeRose
Information Analysis Incorporated April 25, 2008 Page 2  Form 10-KSB for the fiscal year ended December 31, 2007

 Notes to Financial Statements, page 21

 Note 1. Summary of Significant Accounting Policies, page 21

 Revenue Recognition, page 21

 1. Explain the nature of any multiple elem ent arrangements including the accounting
treatment for each deliverable of these arra ngements.  In this regard, we note your
“fixed price contracts” ma y require the delivery of a specific product with related
customer acceptance provisions and that “a portion of [your] fixed price contracts
may involve the design and development of co mplex client systems.”  It is unclear
from your disclosure whether you apply c ontract accounting (i.e. SOP 81-1) to all
or only a portion of your “fixed price c ontracts” as the last sentence on page 21
indicates that revenues a ssociated with the customized software product is
recognized under SOP 97-2.  Your response should provide a clear understanding
of your various arrangements and the accounting guidance relied upon for each.
 Note 8. Major Customers and Major Suppliers, page 30

2. We note that you generated 28% of your to tal revenue from third party software
and maintenance contracts under agreements  with two major suppliers.  Explain
whether the revenue generated throu gh these third party software and
maintenance contracts is recorded on a gro ss or net basis and pr ovide justification
for your accounting policy in accordance with the guidance in EITF 99-19.  Further, tell us what cons ideration you gave to disc losing the revenue recognition
policy for this significant revenue stream within your  filing.

* * * * * * *

Please respond to these comments within  10 business days or tell us when you
will provide us with a response.  Please  submit all correspondence and supplemental
materials on EDGAR as required by Rule 101 of Regulation S-T.  If you amend your
filing(s), you may wish to provide us with ma rked copies of any amendment to expedite
our review.  Please furnish a cover letter that  keys your response to our comments and
provides any requested information.  Detailed co ver letters greatly faci litate our review.
Please understand that we may have addi tional comments after reviewing any
amendment and your response 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 Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its

Richard S. DeRose
Information Analysis Incorporated April 25, 2008 Page 3  management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
  In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that:

• the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;

• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

• the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.
 You may contact Jason Nietha mer, Staff Accountant, at (202) 551-3855 or me at
(202) 551-3488 if you have any questions  regarding the above comments.
        S i n c e r e l y ,

      /s/ Stephen Krikorian        Stephen Krikorian
Accounting Branch Chief