SecProbe.io

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 September 23, 2025

Ken Minor
Secretary
Elite Health Systems Inc.
1131 W 6th Street
Ontario, CA 91762

 Re: Elite Health Systems Inc.
 Preliminary Proxy Statement on Schedule 14A
 Filed September 2, 2025
 File No. 000-26575
Dear Ken Minor:

 We have completed our review of your filing. 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.

 Sincerely,

 Division of Corporation
Finance
 Office of Industrial
Applications and
 Services
cc: Guy Molinari
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CORRESP
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 filename1.htm

 ehsi20250918_corresp.htm

 Tarter Krinsky & Drogin LLP

 1350 Broadway
 New York, NY 10018

 P 212.216.8000

 F 212.216.8001

 www.tarterkrinsky.com

 Guy N. Molinari, Partner

 212.216.8075, Direct Dial

 dpfeffer@tarterkrinsky.com

 VIA EDGAR

 September 18, 2025

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F. Street, N.E.

 Washington, D.C. 20549

 Attention: Robert Augustin

 Re:

 Elite Health Systems Inc.

 Preliminary Proxy Statement on Schedule 14A

 Filed September 2, 2025

 File No. 000-26575

 Dear Mr. Augustin and Ms. Park:

 This letter is submitted on behalf of Elite Health Systems Inc. (the “Company”) in response to the comments of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) with respect to the Company’s preliminary proxy statement on Schedule 14A filed with the SEC on September 2, 2025 (the “Proxy”), as set forth in the Staff’s letter dated September 16, 2025 (the “Comment Letter”).

 For reference purposes, the text of the Comment Letter has been reproduced and italicized herein with responses below corresponding to each numbered comment. Any other defined terms used in this letter are defined in the Proxy.

 General

 1.

 Please provide the financial statements as required by Item 13(a) of Schedule 14A or tell us why you believe you are not required to do so.

 The Company respectfully advises the Staff that we analyzed the acquisition of PSS in accordance with Reg S-X, Rule 1-02(w) which requires three different evaluations using each of the relative investment, asset and income metrics. In each case the Company determined that the acquisition of PSS did not meet the definition of a significant subsidiary since none of the tests exceeded 20% of the relevant metric and therefore no financial statements are required. Regardless, the Company voluntarily submitted summary financial data to provide high level information on the Company’s business plan. Please see Annex A for further analytical detail.

 2.

 Please provide the disclosure relating to the acquired company as required by Item 14(c) or tell us why you believe you are not required to do so.

 The Company respectfully advises the Staff that we analyzed the acquisition of PSS in accordance with Reg S-X, Rule 1-02(w) which requires three different evaluations using each of the relative investment, asset and income metrics. In each case the Company determined that the acquisition of PSS did not meet the definition of a significant subsidiary since none of the tests exceeded 20% of the relevant metrics and therefore no financial statements are required. Regardless, the Company voluntarily submitted summary financial data for more information. Please see Annex A for further detail on the Company’s analysis.

 Respectfully submitted,

 /s/Guy N. Molinari

 Guy N. Molinari

 Enclosure

 CC:

 Dr. Prasad Jeereddi, CEO

 Ken Minor, CFO

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 September 16, 2025

Ken Minor
Secretary
Elite Health Systems Inc.
1131 W 6th Street
Ontario, CA 91762

 Re: Elite Health Systems Inc.
 Preliminary Proxy Statement on Schedule 14A
 Filed September 2, 2025
 File No. 000-26575
Dear Ken Minor:

 We have reviewed your filing and have the following comments.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Preliminary Proxy Statement on Schedule 14A filed September 2, 2025
General

1. Please provide the financial statements as required by Item 13(a) of
Schedule 14A or
 tell us why you believe you are not required to do so.
2. Please provide the disclosure relating to the acquired company as
required by Item
 14(c) or tell us why you believe you are not required to do so.
 September 16, 2025
Page 2

 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 Robert Augustin at 202-551-8483 or Jane Park at
202-551-7439 with
any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Industrial
Applications and
 Services
cc: Guy Molinari
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November 18, 2011
 Via E-mail

Mr. Alan Gold
President  U.S. Neurosurgical, Inc. 2400 Research Blvd, Suite 325,  Rockville, MD 20850
Re: U.S. Neurosurgical, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2010 Filed March 31, 2011
  File No. 000-26575

Dear Mr. Gold:
We have completed our review of your f ilings.  We remind you that our comments or
changes to disclosure in res ponse to our comments do not for eclose the Commission from taking
any action with respect to the company or the filings and the company may not assert staff
comments as a defense in any proceeding ini tiated by the Commission or any person under the
federal securities laws of the United States.  We urge all pers ons who are responsible for the
accuracy and adequacy of the disclosure in the fi lings to be certain that the filings include the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Joel Parker
Joel Parker Accounting Branch Chief

CORRESP
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US Neurosurgical, Inc

2400 Research Blvd.

Suite 325

Rockville, MD 20850

November 7, 2011

Jim B. Rosenberg

Division of Corporation Finance

Securities and Exchange Commission

Washington, D.C. 20549

Re:

U.S. Neurosurgical, Inc.

Form 10-K for the Fiscal Year Ended December 31, 2010

Filed March 31, 2011

Form 10-Q for the Quarterly Period Ended March 31, 2011

Filed May 16, 2011

Form 10-Q for the Quarterly Period Ended June 30, 2011

Filed August 15, 2011

File No. 000-26575

Dear Mr. Rosenberg,

In response to your letter of October 26, 2011 regarding File No. 000-26575 we have taken the following actions:

1.

Report of Independent Registered Public Accounting Firm, page F-2.  We have filed Amendment No. 1 to the Form 10-K of U.S. Neurosurgical, Inc. (the “Company”) for the year ended December 31, 2010 to provide with the required financial statements included in Item 15 the report of our independent registered public accounting firm which includes the date and indicates the city and state where issued, pursuant to Rule 2-02(a) of Regulation S-X.  This information was included in the accounting firm's report to the Company, but was inadvertently omitted from the original filing of such Form 10-K.

2.

Exhibits 31.1.  The Amendment No. 1 to the Form 10-K of the Company for the year ended December 31, 2010 referred to in item 1 above also includes a corrected Exhibit 31.1, containing the exact certification wording required by item 601(b) of Regulation S-K, including the introductory language of paragraph 4 and section 4(b) to also address our officers’ responsibility for establishing and maintaining internal control over financial reporting. In addition, we have filed amendments to the Company’s Form 10-Q for the quarterly periods ended March 31, 2011 and June 30, 2011 to include certifications corrected in the manner described above.

In providing this information and in making the amended filings, we acknowledge that:

·

Our company is responsible for the adequacy and accuracy of the disclosure in the filings;

·

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

·

Our 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.

Should you have any further questions, please feel free to contact me at (301) 208-8998 or agold@ghsusn.com.

Sincerely,

/s/  Alan Gold

Alan Gold

President and Chief Executive Officer

October 26, 2011
 Via E-mail

Mr. Alan Gold
President  U.S. Neurosurgical, Inc. 2400 Research Blvd, Suite 325,  Rockville, MD 20850
Re: U.S. Neurosurgical, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2010 Filed March 31, 2011 Form 10-Q for the Quarterly Period Ended March 31, 2011  Filed May 16, 2011 Form 10-Q for the Quarterly Period Ended June 30, 2011  Filed August 15, 2011
  File No. 000-26575

Dear Mr. Gold:
We have limited our review to only your financial statements and related disclosures and do
not intend to expand our review to other portions of your documents.

Please respond to this letter within ten busin ess days by amending your filings. If you do not
believe a comment applies to your facts and circumstances or do not believe amendments are
appropriate, please tell us why in your response. Please furnish us a letter on EDGAR under the
form type label CORRESP that keys  your responses to our comments.

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

Form 10-K for the Fiscal Year Ended December 31, 2010

Report of Independent Registered Public Accounting Firm, page F-1

1. The accountant’s report does not in clude a date nor does it indicate the city and state where
issued. Refer to Rule 2-02(a) of Regulation S-X.   Please file an amendment to your filing to
include a corrected accountant’s report that includes the omitted information.

Exhibits 31.1

2. The executive certification you have filed as an exhibit to your Form 10-K do not contain the
exact certification wording re quired by item 601(b)(27)-(30) of Regulation S-K. Please file
an amendment to your Form 10-K to include a co rrected certification th at includes the entire

Mr. Alan Gold
U.S. Neurosurgical, Inc.
October 26, 2011 Page 2

 introductory language of paragraph 4 and sect ion 4(b) to also a ddress your officers’
responsibility for establishing a nd maintaining internal  control over financ ial reporting. This
comment also applies to the cer tifications filed with your Form  10-Q for the quarterly periods
ended March 31, 2011 and June 30, 2011.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filings to be certain that the filings incl ude the information the Secu rities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
In responding to our comments, please provi de a written 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.
 You may contact Dana Hartz,  Staff Accountant, at (202)  551-3648 or Lisa Vanjoske,
Assistant Chief Accountant, at (202) 551-3614 if you have questions  regarding these comments.
In this regard, do not hesitate to contact me at (202) 551-3679.

Sincerely,
  /s/ Jim B. Rosenberg
Jim B. Rosenberg Senior Assistant Chief Accountant

Via Facsimile and U.S. Mail
Mail Stop 6010

                                                                                                April 3, 2006

Mr. Alan Gold
Director, President and
Chief Executive Officer
U.S. Neurosurgical, Inc.
2400 Research Blvd, Suite 325
Rockville, MD  20850

Re: U.S. Neurosurgical, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2004
Filed April 13, 2005
Form 10-QSB for the Period Ended September 30, 2005
Filed November 14, 2005
 File No. 000-26575

Dear Mr. Gold:

 We have completed our review of the above filings and have no further comment
at this time.

        S i n c e r e l y ,

Jim Atkinson
Accounting Branch Chief

CORRESP
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            US Neurosurgical, Inc

            2400 Research Blvd.

Suite 325

Rockville, MD 20850

March 1, 2006

Jim B. Rosenberg

Division of Corporation Finance

Securities and Exchange Commission

Washington, D.C. 20549

            Re:

            U.S. Neurosurgical, Inc.

            Form 10-K for the Fiscal Year Ended December 31, 2004

            Filed April 13, 2005

            Form 10-QSB for the Period Ended September 30, 2005

            Filed November 14, 2005

            File No. 000-26575

Dear Mr. Rosenberg,

In response to comments raised by Ms. Keira Ino of the staff of the Commission in our telephone conversation of February 28, 2006, we plan to include the following additional language in the “Controls and Procedures” item in the Amendment No. 1 to the Form 10-K/A of U.S. Neurosurgical, Inc. (the “Company”) for the year ended December 31, 2004. (We have underlined the language added in response to the request of the Commision’s staff to provide further details as to the steps taken by management to remedy the material weaknesses found in the Company’s controls and procedures relating to financial reporting for asset retirement obligations.)

 “As further discussed in Note A[1] to the consolidated financial statements, we have restated the consolidated financial statements in order to reflect the cumulative effect of adopting the Financial Accounting Standards Board’s Statement No. 143, Accounting for Asset Retirement Obligations (“SFAS No. 143”), in the statement of operations for the year ended December 31, 2003, rather than reflecting it directly within retained earnings.

Disclosure Controls and Procedures

Management of the Company, including the Chief Executive Officer and the Chief Financial Officer, evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) as of the end of the period covered by this Amendment No. 1 on Form 10-K/A (“Form 10-K/A”) to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004, initially filed with the U.S. Securities and

Exchange Commission (the “SEC”) on April 13, 2005 (the “Original Filing”). In connection with the restatement of the consolidated financial statements presented in this Form 10-K/A, under the direction of the Company’s Chief Executive Officer, management reevaluated the Company’s disclosure controls and procedures and determined that the failure to correctly apply SFAS No. 143 constituted a material weakness in the Company’s control over financial reporting for asset retirement obligations.

In connection with the preparation and filing of this Form 10-K/A, management of the Company took certain steps to enhance its disclosure controls and procedures, not only in connection with the deficiency with respect to asset retirement obligations, but also due to other recent changes in the Company’s operations, including (1) transition to a new independent auditing firm with offices closer to the Company, in part to introduce greater responsiveness and cost-effectiveness, (2) the sudden death of our former CFO and (3) issues with major customers that have required us to re-evaluate operations to achieve greater efficiencies. The Company chose not to hire a new CFO at this time, but in the interests of efficiency, one of the Company’s outside directors will play a greeter role in the reporting and disclosure process (the “Director/Advisor”) and
a part-time controller has been retained. Consideration is being given to increasing the size of the Board of Directors and steps have been taking to providing the members of the Audit Committee with broader access to employees and advisors responsible for accounting and financial reporting. In addition, the Company has formed a Disclosure Committee, initially consisting of the CEO and the Director/Advisor, which will periodically review the Company’s disclosure controls and procedures, will take steps to ensure that material information is available to the Disclosure Committee (as well as the Board of Directors and the Audit Committee) on a timely basis and will have principal oversight and responsibility for the preparation of periodic reports. In addition, the Disclosure Committee is charged with evaluating the applicability and the appropriate implementation of prevailing accounting standards and concepts and pronouncements issued by the FASB and other regulatory bodies and
self-regulatory organizations (such as SFAS 143). While these steps were prompted in large part by recent changes in the Company’s operations, these adjustments will improve disclosure controls and procedures generally, and specifically as they relate to the previously identified deficiency in reporting for asset retirement obligations as provided under SFAS 143.

Management believes that it has fully remediated the weakness identified as to asset retirement obligations as of the date of filing of this report. Based upon the Company’s reevaluation of disclosure controls and procedures, the actions taken to remediate the deficiency, and the modifications to the Company’s controls and procedures described above, the Company’s Chief Executive Officer has concluded that the Company’s disclosure controls and procedures were effective as of the date of the filing of this Form 10-K/A for the information required to be disclosed by the Company in the reports it files or submits under

2

the Securities Exchange Act of 1934, as amended, to be recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

Changes in Internal Control Over Financial Reporting

There have not been any changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter ended December 31, 2004 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.”

Should you have any further questions, please feel free to contact me at (800) 990-0293 or agold@ghsusn.com.

Sincerely,

Alan Gold

President and Chief Executive Officer

3

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US Neurosurgical, Inc

2400 Research Blvd.

Suite 325

Rockville, MD 20850

February 17, 2006

Jim B. Rosenberg

Division of Corporation Finance

Securities and Exchange Commission

Washington, D.C. 20549

            Re:

            U.S. Neurosurgical, Inc.

            Form 10-K for the Fiscal Year Ended December 31, 2004

            Filed April 13, 2005

            Form 10-QSB for the Period Ended September 30, 2005

            Filed November 14, 2005

            File No. 000-26575

Dear Mr. Rosenberg,

In response to comments raised by Ms. Keira Ino of the staff of the Commission during the week ending February 10, 2006, we are planning to take the following actions regarding the above referenced filings:

            1.

            We plan on modifying the “Explanatory Note” that will be included in Amendment No. 1 to the Form 10-K of U.S. Neurosurgical, Inc. (the “Company”) for the year ended December 31, 2004 (the “Form 10-K/A”), to read as attached hereto (Exhibit A). This revision makes clear that, among other things, management of the Company has reevaluated our disclosure controls and procedures as of the date of the original filing of the Form 10-K and determined that the failure to correctly apply SFAS No. 143 constituted a material weakness in our control over financial reporting for asset retirement obligations. We plan also to modify the language of the item in the Form 10-K/A entitled “Controls and Procedures” to read as attached (Exhibit B) to explain this reevaluation, state that management believes that it has fully remediated that
weakness, and state that based upon that reevaluation and the actions taken to
remediate the deficiency, the Company’s Chief Executive Officer has
concluded that the Company’s disclosure controls and procedures will be
effective as of the date of the filing of this report on Form 10-K/A.

            2.

            The clarifications to the Explanatory Note referred to above eliminate references to the Commission’s staff and makes clear that management believes that the

restatement of the consolidated financial statements and the other changes to be included in the Form 10-K/A are necessary in management’s opinion in order to comply with the Financial Accounting Standards Board’s Statement No. 143, Accounting for Asset Retirement Obligations, and the regulations under the Securities Exchange Act of 1934.

This will confirm that in providing this information and in making the amended filings, we acknowledge that:

            •

            Our company is responsible for the adequacy and accuracy of the disclosure in the filings;

            •

            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

            •

            Our 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.

Should you have any further questions, please feel free to contact me at (800) 990-0293 or agold@ghsusn.com.

Sincerely,

Alan Gold

President and Chief Executive Officer

2

Exhibit A

Letter from U.S. Neurosurgical, Inc. to Securities and Exchange Commission

February 17, 2006

EXPLANATORY NOTE

This Amendment No. 1 on Form 10-K/A (“Form 10-K/A”) to our Annual Report on Form 10-K for the fiscal year ended December 31, 2004, initially filed with the U.S. Securities and Exchange Commission (“SEC”) on April 13, 2005 (the “Original Filing”) reflects a restatement of our consolidated financial statements in order to reflect the cumulative effect of adopting the Financial Accounting Standards Board’s Statement No. 143, Accounting for Asset Retirement Obligations (“SFAS No. 143”), in the statement of operations for the year ended December 31, 2003, rather than reflecting it directly within retained earnings. This resulted in restatement of the consolidated statements of operations, consolidated statements of stockholders’ equity, consolidated statements of cash flows and notes E and M to reflect the $84,000 (net of
income tax effect of $56,000) change in the results of operations of the Company. Conforming changes were also made to the Selected Financial Data for 2003 presented in Item 6 of the Form 10-K/A and to the quarterly data presented in Item 8. These changes affect only the results for the fiscal year ended December 31, 2003.

In addition, in order to provide a clearer understanding of our disclosure controls and procedures, and one that is consistent with current regulations under the Securities Exchange Act of 1934 (the “Regulations”), we have revised our disclosure in Item 14 of Form 10-K/A – “Controls and Procedures”.

We have also amended our discussion in Item 14 of Form 10-K/A - “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources” – in order to provide the tabular format for the disclosures of our contractual obligations as required under the Regulations.

Although this Form 10-K/A contains all of the items required to be included in an annual report on Form 10-K, no information in the Original Filing, other than specifically indicated above, is amended hereby.

Upon discovery of the incorrect application of SFAS No. 143, management reported its findings to its independent public accounting firms and to the audit committee of the board of directors. After further discussions between management and its independent public accounting firms, management recommended to the audit committee that our previously reported 2003 financial statements should be restated to correct this error, and the audit committee agreed with this recommendation. As a result of the decision to restate our consolidated financial statements and make the other modifications described above, we reevaluated our disclosure controls and procedures as of the date of the Original Filing and determined that the failure to correctly apply SFAS No. 143 constituted a material weakness in our control over financial reporting for asset retirement obligations.  Management
believes that it has fully remediated that weakness as of the date of filing of this report. (See “Item 14. Controls and Procedures.” )

This Form 10-K/A does not reflect events occurring after the date of the Original Filing or modify or update those disclosures affected by subsequent events. Consequently, all other information is unchanged and reflects the disclosures made at the time of the Original Filing. Accordingly, this Form 10-K/A should be read in conjunction with our filings made subsequent to the Original Filing. With this Form 10-K/A, our Chief Executive Officer has also reissued his certifications required by Sections 302 and 906 of the Sarbanes-Oxley Act.

Exhibit B

Letter from U.S. Neurosurgical, Inc. to Securities and Exchange Commission

February 17, 2006

            ITEM 14.

            CONTROLS AND PROCEDURES.

As further discussed in Note A[1] to the consolidated financial statements, we have restated the consolidated financial statements in order to reflect the cumulative effect of adopting the Financial Accounting Standards Board’s Statement No. 143, Accounting for Asset Retirement Obligations (“SFAS No. 143”), in the statement of operations for the year ended December 31, 2003, rather than reflecting it directly within retained earnings.

Disclosure Controls and Procedures

Management of the Company, including the Chief Executive Officer and the Chief Financial Officer, evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) as of the end of the period covered by this report. In connection with the restatement of the consolidated financial statements, under the direction of the Company’s Chief Executive Officer, management reevaluated the Company’s disclosure controls and procedures and determined that the failure to correctly apply SFAS No. 143 constituted a material weakness in the Company’s control over financial reporting for asset retirement obligations. Management believes that it has fully remediated that weakness as of the date of filing of this report. Based upon that
reevaluation and the actions taken to remediate the deficiency, the Company’s Chief Executive Officer has concluded that the Company’s disclosure controls and procedures were effective as of the date of the filing of this report for the information required to be disclosed by the Company in the reports it files or submits under the Securities Exchange Act of 1934, as amended, to be recorded,

processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.

Changes in Internal Control Over Financial Reporting

There have not been any changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter ended December 31, 2004 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Via Facsimile and U.S. Mail
Mail Stop 6010

                                                                                                December 23, 2005

Mr. Alan Gold
Director, President and
Chief Executive Officer
U.S. Neurosurgical, Inc.
2400 Research Blvd, Suite 325
Rockville, MD  20850

Re: U.S. Neurosurgical, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2004
Filed April 13, 2005
Form 10-QSB for the Period Ended September 30, 2005
Filed November 14, 2005
 File No. 000-26575

Dear Mr. Gold:

 We have limited our review of your filings  to those issues we have addressed in
our comments.  Where indicated, we think you should revise your docum ents in response
to these comments.  If you disagree, we w ill consider your explanation as to why our
comment is inapplicable or a revision is unneces sary.  Please be as detailed as necessary
in your explanation.

 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 on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Mr. Alan Gold
U.S. Neurosurgical, Inc.
Decem ber 23, 2005
Page 2

Form  10-K for the Year Ended December 31, 2004

Item 7.  Managem ent’s Discussion and Anal ysis of Financial Condition and …, page 13

Liquidity and Capital Resources, page 14

1. Please am end your discussion here to pr ovide a summ ary of  your contractual
obligations in a tabular form at as requir ed under Item  303(a) of Regulation S-K.
Such presentation should include your  obligations under debt, lease, and
equipm ent agreem ents.

Item 14.  Controls and Procedures, page 23

2. Your wording in this se ction appears to include the tim ing of an older version of
this rule.  Please tell us w hy it is appropriate to evalua te the effectiveness of your
disclosure controls and procedures within the 90-day period pr ior to the f iling of
the report, or am end your filing to include  your evaluation as of year-end.  Refer
to Rule 15d-15(c).

Item 15.  Exhibits, F inancial S tatem ent Sc hedules and Reports on Form  8-K, page 24

Consolidated Financial Statem ents, page F-1

Note E – Asset Retirem ent Obligations, page F-13

3. Please am end your financial statem ents to reflect the cum ulative effect of
adopting SF AS 143 on your statem ent of operations, rather than reflecting it
directly within retained earnings.  Refer to paragraph 26 of SFAS 143.

Form  10-QSB for the Period Ended Septem ber 30, 2005

4. Please no te that the d ecision to en ter the sm all business filer sy stem  is an election
that m ust be m ade at the beginning of  a fiscal year.  Please re-f ile you r most
recen t interim report on an appropriate form .  Refer to Item  10(a)(2 )(v) of
Regulation S-B.

*    *    *    *

As appropriate, please am end your Form  10-K for the year en ded Decem ber 31,
2004 and Form  10-QSB for the quarter ended Septem ber 30, 2005 within 10 business
days or tell us when you will prov ide us with  a response. You m ay wish to provide us
with m arked copies of th e am endm ent to e xpedite our review.  Please furnish a cover
letter that keys your respons es to our comments and provide s any requested inform ation.
Detailed letters greatly facil itate our review.  Please file  your letter on E DGAR under the

Mr. Alan Gold
U.S. Neurosurgical, Inc.
Decem ber 23, 2005
Page 3

form type label CORRESP.  Please understand that we m ay have additional comm ents
after reviewing your am endments and responses to our comments.

 We urge all persons who are responsible for the accuracy and adequacy of the
disclosu re in the f iling to  be cer tain that th e filings includ e all in form ation required under
the Securities Exchange Act of 1934 and th at they have provided all inform ation
investors require for an inform ed invest ment decision.  Since the com pany and its
manage ment are in possession of all f acts re lating to a com pany’s disclosure, they are
responsib le for the accu racy and adequacy of the disclosu res they have m ade.

 In connection with responding to our co mments, please provide, in your letter, a
statem ent fr om the company ackno wledging th at

• the com pany is respon sible for the adequacy  and accuracy of the dis closure in the
filings;
• staff comm ents or chang es to dis closure in response to staff comm ents do not
foreclose the Comm ission from  taking any actio n with respe ct to the f iling; and
• the com pany m ay not assert staff comme nts as a defense in any proceeding
initiated by the Comm ission or any person under the federal secu rities law s of the
United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
inform ation you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filin g or in respo nse to our comm ents on your filing.

You m ay contact Keira Ino, Staff Ac countant, at (202)  551-3659 or Jim  Atkinson,
Accounting Branch Chief, at (202) 551- 3674 if you have questions regarding the
comments.  Please contact m e at (202) 551-3679 with any other questions.

Sincerely,

Jim B. Rosenberg
Senior Assistant Chief
Accountant

CORRESP
1
filename1.htm

  2400
  Research Blvd.

  Suite 325

  Rockville, MD 20850

February 1,
2006

Jim B.
Rosenberg

Division of Corporation Finance

Securities and Exchange Commission

Washington, D.C. 20549

  Re:

  U.S. Neurosurgical, Inc.

  Form 10-K for the Fiscal Year Ended
  December 31, 2004

  Filed April 13, 2005

  Form 10-QSB for the Period Ended September
  30, 2005

  Filed November 14, 2005

  File No. 000-26575

Dear Mr.
Rosenberg,

  In response
  to your letter of December 23, 2005 regarding File No. 000-26575 we are
  planning to take the following actions:

  1.

  We will file
  an Amendment No. 1 to the Form 10-K of U.S. Neurosurgical, Inc. (the
  “Company”) for the year ended December 31, 2004, revising the disclosures as
  follows:

  a.

  The
  discussion of Liquidity and Capital Resources will be revised so that the
  Company’s obligations will be presented in a tabular format as required by
  Item 303(a) of Regulation S-K.

  b.

  Based on our
  review of Rule 15d-15(c), we will include a discussion in the amended filing
  consistent with the current version of this rule, noting that management of
  the Company evaluated the effectiveness of the design and operation of the
  Company’s disclosure controls and procedures as of the end of the period
  covered by the report.

  c.

  Based upon
  our review of paragraph 26 of the Financial Accounting Standards Board’s
  Statement No.143, Accounting for Asset Retirement Obligations, we will
  restate the consolidated financial statements in order to reflect the
  cumulative effect of adopting FAS 143 in the statement of operations, rather
  than reflecting it directly within retained earnings. This will result in
  restatement of the consolidated statements of operations, consolidated
  statements of stockholders’ equity, consolidated statements of cash flows and
  notes A[1], E and M. Conforming changes will also made to the Selected
  Financial Data for 2003 presented in Item 6 of the Form 10-K/A and to the
  quarterly data presented in Item 8.

  2.

  We will
  re-filed our quarterly report for the period ended September 30, 2005 on Form
  10-Q (replacing the previously filed Form 10-QSB). As indicated in the
  Explanatory Note, the only substantive change from the previous filing is the
  inclusion of disclosure about market risk in Item 3. We plan to enter the
  small business filing system in fiscal year 2006.

This
submission includes the changed sections of each of the reports to be filed,
redlined to highlight those changes to assist you in your review:

  Attachment
  1:

  Changed
  sections of 2004 Annual Report on Form 10-K/A (without consolidated financial
  statements)

  Attachment
  2:

  Changed
  sections to restated 2004 consolidated financial statements

  Attachment
  3:

  Changed
  sections to Quarterly Report on Form 10-Q for the period ended September 30,
  2005

In providing
this information and in making the amended filings, we acknowledge that:

  •

  Our company
  is responsible for the adequacy and accuracy of the disclosure in the
  filings;

  •

  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

  •

  Our 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.

Should you
have any further questions, please feel free to contact me at (800) 990-0293 or
agold@ghsusn.com.

Sincerely,

Alan Gold

President and Chief Executive Officer

2

ATTACHMENT 1

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

<R>FORM 10-K/A</R>

<R>(Amendment No.1)</R>

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF

THE SECURITIES EXCHANGE ACT OF 1934

  For the fiscal year ended

  December 31, 2004

  Commission File No.

  0-26575

U.S. NEUROSURGICAL, INC.

(Exact name of Registrant as specified in its charter)

  Delaware

  (State or other jurisdiction of

  incorporation or organization)

  52-1842411

  (I.R.S. Employer

  Identification Number)

  2400 Research Boulevard, Suite 325, Rockville, Maryland

  20850

  (Address of principal executive office)

  (Zip Code)

Registrant’s telephone number, including area
code:  (301) 208-8998
Securities
Registered Pursuant to Section 12(b) of the Act:

  Title of Each Class

  Name of Each Exchange on Which Registered

  None

  Not Applicable

Securities Registered Pursuant to Section
12(g) of the Act:

Common Stock, par value $.01 per share

          Indicate
by check mark whether the Registrant (1) has filed all reports required to be
filed in Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding twelve (12) months (or for such shorter period that the Registrant
was required to file such reports) and (2) has been subject to such filing requirements
for the past 90 days.

YES
x
NO o

          Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (229.405 of this chapter) is not contained herein, and will not
be contained, to the best of registrant’s knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this form 10-K.

          The
aggregate market value of Registrant’s Common Stock held by non-affiliates was
approximately $150,000 on March 15, 2005, based upon the average of the bid and
asked prices as reported on the OTC Bulletin Board.

          The
number of shares of Registrant’s Common Stock, par value $.01 per share,
outstanding as of March 15, 2005, was 7,697,185.

1

  <R>EXPLANATORY
    NOTE</R>

          <R>In
response to a comment letter received from the staff of the Division of
Corporation Finance of the Securities and Exchange Commission, we have revised
our disclosure in the following items of this Form 10-K:</R>

          <R>Item
7 – “Management’s Discussion and Analysis of Financial Condition and Results of
Operations – Liquidity and Capital Resources,” and </R>

          <R>Item
14 – “Controls and Procedures” </R>

          <R>In
addition, in response to comments from the staff, we have restated the
consolidated financial statements in order to reflect the cumulative effect of
adopting the Financial Accounting Standards Board’s Statement No. 143,
Accounting for Asset Retirement Obligations, in the statement of operations for
the year ended December 31, 2003, rather than reflecting it directly within
retained earnings.  This resulted in
restatement of the consolidated statements of operations, consolidated
statements of stockholders’ equity, consolidated statements of cash flows and
notes E and M to reflect the $84,000 (net of income tax effect of $56,000)
change in the results of operations of the Company.  Conforming changes were also made to the Selected Financial Data
for 2003 presented in Item 6 of the Form 10-K/A and to the quarterly data presented
in Item 8.  These changes affect only
the results for the fiscal year ended December 31, 2003. </R>

          <R>We
have not reevaluated our disclosure controls and procedures as of the date of
this Amendment No. 1 or modified or updated other disclosures presented in the
original report on Form 10-K.  This Form
10-K/A does not reflect events occurring after the filing of the Form 10-K or
modify or update those disclosures affected by subsequent events.  Consequently, all other information is
unchanged and reflects the disclosures made at the time of the original filing
of the Form 10-K on October 3, 2005.
Accordingly, this Form 10-K/A should be read in conjunction with our
filings made subsequent to the filing of the original Form 10-K.  With this Amendment No. 1 our Chief
Executive Officer has also reissued his certifications required by Sections 302
and 906 of the Sarbanes-Oxley Act. </R>

2

ITEM 6.

SELECTED
  FINANCIAL DATA

Set forth
below is the selected financial data pertaining to the financial condition and
operations of the Company for the years ended December 31, 2000 through 2004.
The latest financial statements of the Company are included in Item 14 in Part
IV of this report. The information set forth should be read in conjunction with
such financial statements and the notes thereto.

Year Ended

December 31,

(in thousands, except per share amounts)

<R>

2004

2003

2002

2001

2000

(As

  restated)

Operating Revenue

$

2,403

$

2,444

$

2,639

$

2,573

$

2,575

Expenses:

Patient
expense

780

820

930

1133

1,125

General and
administrative

1384

1411

1386

1282

1,338

Interest
expense

59

86

163

277

318

Cumulative
effect of accounting method change (net of applicable
  income income tax of $56,000)

(84

)

Net Income (loss)

123

(23

)

98

120

(17

)

Basic and diluted Income
  (loss) per common share:

Income
before cumulative effect of accounting method change

$

0.02

$

0.00

$

0.01

$

0.02

$

0.00

Cumulative
effect of accounting method change

$

(0.01

)

Net income (loss)

$

0.02

$

0.00

$

0.00

$

0.02

$

0.00

</R>

<R>

December 31,

2004

2003

2002

2001

2000

Balance Sheet Data:

Cash and cash equivalents

$

511

$

89

$

88

$

311

$

286

Total assets

4,201

3,150

2,963

3,795

4,856

Long-term obligations

1,652

542

101

1,005

2,168

Stockholders equity
  (deficiency)

1,464

1,337

1,368

1,279

1,131

</R>

3

ITEM 7.

MANAGEMENT’S
  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

          The
following discussion should be read in conjunction with the Financial
Statements and Notes set forth elsewhere in this report.

Results of Operations

 2004 Compared to 2003

          Patient
revenue decreased 2% to $2,403,000 in 2004 compared to $2,444,000 in 2003.
Patient expenses decreased 5% to $780,000 in 2004 from $820,000 in 2003. S,G
& A decreased 2% to $1,384,000 in 2004 from $1,411,000 in 2003. Income from
operations was $239,000 in 2004 compared to $213,000 in 2003. Interest expense
declined 31% to $59,000 in 2004 from $86,000 in 2003. This was due to the
paydown of principal on the Gamma Knife cobalt lease. In 2005, interest expense
will increase due to the replacement of the Kansas City Gamma Knife with a newer
model. As a result of the above, net income was $123,000 compared to $61,000 in
2003. The trends of the recent past lead us to believe that reimbursement will
continue to remain at current levels.

2003 Compared to 2002

          Patient
revenue declined 7% to $2,444,000 in 2003 as compared to $2,639,000. The
decrease was mainly due to the reload of the cobalt source at our NYU site
during the summer of 2003. The site was not available for use for about one
month. Reimbursement continued at the same levels as the prior year. Patient
expenses declined 12% to $820,000 from $930,000 in 2002. The decrease was due
to decreased depreciation on the knives. Selling, general and administrative
expense (S,G & A) increased 2% to $1,411,000 from $1,386,000 in the previous
year. Interest expense declined 48% to 85,000 in 2003 from $160,000 in 2002.
This was due to the payoff of the NYU Gamma Knife lease. As a result of the
above the net income was $61,000 as compared to $98,000 in 2002.

4

          During
2003, the Company adopted FAS 143 and recorded asset retirement obligations of
$200,000 based upon estimated amounts, consisting principally of removal of
Gamma Knives and disposal of regulated materials and the restoration of
facilities at NYU and RMC.  The pro
forma amount of the liability as of January 1, 2002 and December 31, 2002 would
also approximate $200,000.  Such
liabilities have been measured using current information, current assumptions
and current interest rates and have been recorded with a corresponding increase
in the carrying value of the Gamma Knives.
The Company is amortizing such costs over the lives of the respective
useful lives from inception.

<R>
          Upon
initial application of FAS 143, the Company has recognized $140,000 of
accumulated depreciation and a deferred tax asset of $56,000 and a decrease
in net income of $84,000 as the cumulative effect of the accounting
method change during the year ended December 31, 2003. Application of the
provisions of FAS 143 would have resulted in a decrease in net income of
approximately $12,000 for the year ended December 31, 2002. If the Company had
adopted this standard effective January 1, 2003, total assets, liabilities and
accumulated deficit at the end of each of the first three quarters would have
increased by $120,000, $200,000 and $80,000, respectively. In addition,
amortization expense would be $1,000 higher in each of the first three quarters
of 2003.

  </R>
  Liquidity and Capital Resources

          At
December 31, 2004 the Company had a working capital surplus of $86,000 as
compared to a working capital deficit of $359,000 at December 31, 2003. Cash
and cash equivalents at December 31, 2003 were $511,000 as compared to $89,000
at December 31, 2003.  Net cash provided
by operating activities was $497,000 as compared with $992,000 for the same
period a year earlier. Depreciation and amortization was $566,000 as compared
to $779,000 in 2003.  Accounts
receivable increased $32,000 during the year as compared to an decrease of $142,000
in 2003. Accounts payable decreased by $159,000 during 2004 as compared to
$21,000 in 2003. The Company paid its outstanding obligation of $100,000 with
Elekta during 2004

5

          Net
cash used in investing activities for the year ended 2004 was $1,071,000 as
compared to $1,014,000 in the year ago period. The Company has made progress
payments for $1,282,000 towards its new Gamma Knife and also resolved the
$211,000 in escrow to pay its debt obligations.

          Net
cash used in financing activites for the year ended December 31, 2004 was
$996,000 as compared to $23,000 in 2003. The Company paid $1,014,000 towards
its capital leases in 2004 as compared to $688,000 in 2003. The Company
borrowed $2,010,000 for progress capital and cobalt reload purposes during
2004. The Company also retired 205,000 shares in 2004.

                    <R>The
following is a summary of the Company’s contractual obligations at December 31,
2004: </R>

<R>

  Payments due by period

  Contractual Obligations

  Total

  Less than
  1
year

  1-3
years

  3-5

  years

  More than
5 years

  Capital
  (Finance) Lease Obligations

  1,919,000

  467,000

  1,452,000

  Operating
  Lease Obligations

  153,000

  39,600

  79,200

  16,200

  18,000

  Asset
  retirement obligation

  200,000

  100,000

  100,000

  Total

  2,272,000

  506,400

  1,531,800

  116,200

  118,000

</R>
Critical accounting policies:

Estimates and
assumptions:

          The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period.  Actual results could
differ from those estimates.

Asset
retirement obligations:

6

In June 2001,
the Financial Accounting Standards Board (“FASB”), issued Statement No. 143,
“Accounting for Asset Retirement Obligations,” (“FAS 143”) effective for the
fiscal years beginning after June 15, 2002. Accordingly, the Company recorded
liabilities for legal obligations associated with the retirement of tangible
long-lived assets based the estimated fair value of such liabilities. The
estimated costs of these obligations is capitalized as costs of the assets
subject to the retirement obligations and amortized over the lives of the
assets.

  ITEM 7A.

  QUANTITATIVE
  AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

          None

  ITEM 8.

  FINANCIAL
  S

CORRESP
1
filename1.htm

US Neurosurgical, Inc
2400 Research Blvd.

                                                                           Suite 325

                                                                           Rockville, MD 20850

January 3, 2006

Jim B. Rosenberg

Division of Corporation Finance

Securities and Exchange Commission

Washington, D.C. 20549

            Re:

            U.S. Neurosurgical, Inc.

            Form 10-K for the Fiscal Year Ended December 31, 2004

            Filed April 13, 2005

            Form 10-QSB for the Period Ended September 30, 2005

            Filed November 14, 2005

            File No. 000-26575

Dear Mr. Rosenberg,

We are in receipt of your letter dated December 23, 2005. We request additional  time to respond to your questions. Some of the questions must be answered by our former auditors and they need more time. We request an extension to file our response by no later than February 3, 2006.

Sincerely,

Alan Gold

Director, President and Chief Executive Officer

CORRESP
1
filename1.htm

       US
          Neurosurgical, Inc

      Suite 325

        2400
          Research Blvd.

        Rockville,
          MD 20850

  September
    19, 2005

Securities and Exchange Commission

Washington, DC

Dear Sir or Madam:

In connection with our amended 8-K dated 12/23/04, we acknowledge that:

            •

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

            •

            staff comments or changes to disclosure in response to staff comments in the filings reviewed by the staff 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.

Sincerely,

Alan Gold

Chairman and Chief Executive Officed

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>upload.txt
<DESCRIPTION>CMT LTR - ITEM 401 8K - 122204 - KRW
<TEXT>

Mail Stop 03-09
							December 22, 2004

Mr. Alan Gold
President and Chief Executive Officer
U.S. Neurosurgical, Inc.
2400 Research Blvd. Suite 325
Rockville, Maryland 20850

RE:	U.S. Neurosurgical, Inc.
	Form 8-K filed December 16, 2004
            File No. 000-26575

Dear Mr. Gold:

We have reviewed your filing and have the following comments.
Where
indicated, we think you should revise your document in response to
these comments.  If you disagree, we will consider your
explanation
as to why our comment is inapplicable or a revision is
unnecessary.
Please be as detailed as necessary in your explanation.  We
welcome
any questions you may have about our comments.  Feel free to
contact
us at the telephone numbers listed at the end of this letter.
1. Please revise the disclosure in the filing to state if there
were
any disagreements during the two most recent fiscal years and the
subsequent interim period through the date of dismissal.  See Item
304(a)(1)(iv) of Regulation S-K and revise accordingly.
2. In providing the disclosures required by Item 304(a)(1)(v) of
Regulation S-K, please specifically address the two most recent
fiscal years and the subsequent interim period through the date of
dismissal of the former accountant.  Regarding the two most recent
fiscal years, it is not appropriate to state "in connection with
the
audit".  Please revise accordingly.
3. The second paragraph stipulates that you filed a copy of the
Eisner letter, dated November 24, 2004 as Exhibit 16.1.  The
Exhibit
was not filed.  Please amend the report to include a letter from
Eisner LLP.
4. In providing the disclosure required by Item 304(a)(2), please
revise disclosures to indicate that the Company has not consulted
with Goodman & Co. during the two most recent fiscal year and the
interim period through date of engagement or advise appropriately.

We urge all persons who are responsible for the accuracy and
adequacy
of the disclosure in the filings reviewed by the staff to be
certain
that they have provided all information investors require.  Since
the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

In 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 filings;
* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff 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 advised that the Division of Enforcement
has
access to all information you provide to the staff of the Division
of
Corporation Finance in our review of your filing or in response to
our comments on your filing.

The amendment requested should be filed via EDGAR within 5
business
days of the date of this letter and should be reviewed by the
former
accountants.  The letter required by Exhibit 16 should cover the
revised disclosures.  Please note that if you require longer than
5
business days to respond, you should contact the staff immediately
to
request additional time.  Direct any questions regarding the above
to
me at (202) 942-7332

							Sincerely,

							Kevin Woody
						            Staff Accountant

??

??

??

??

Mr. Alan Gold
U.S. Neurosurgical, Inc.
Page 2

</TEXT>
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