SecProbe.io

CORRESP
 1
 filename1.htm

 scnd_corresp.htm Scientific Industries, Inc. 80 Orville Drive, Suite 102 Bohemia, NY 11716 July 18, 2025 Securities and Exchange Commission 100 F Street, NE Washington DC 20549 Re: Scientific Industries, Inc. (the “Company”) Registration Statement on Form S-1 Filed July 18, 2025, as amended File No. 333-288450 Ladies and Gentlemen: Pursuant to Rules 460 and 461 under the Securities Act of 1933, as amended, Scientific Industries, Inc. (the “ Company ”) hereby respectfully requests that the Securities and Exchange Commission accelerate the effective date of the above-referenced Registration Statement (the “ Registration Statement ”) to July 21, 2025 at 5:00 p.m. (Eastern) or as soon thereafter as is practicable. The Company also requests the Commission confirm the effective date and time of the Registration Statement in writing. Very truly yours, SCIENTIFIC INDUSTRIES, INC. /s/ Helena Santos Helena Santos, Chief Executive Officer Cc: John F.F. Watkins, Esq. Reitler Kailas & Rosenblatt LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 July 7, 2025

Helena Santos
Chief Executive Officer
Scientific Industries, Inc.
80 Orville Drive, Suite 102
Bohemia, New York 11716

 Re: Scientific Industries, Inc.
 Registration Statement on Form S-1
 Filed July 1, 2025
 File No. 333-288450
Dear Helena Santos:

 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 Conlon Danberg at 202-551-4466 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Industrial
Applications and
 Services
cc: John F.F. Watkins, Esq.
</TEXT>
</DOCUMENT>

July 31, 2024
Helena R. Santos
Chief Executive Officer
Scientific Industries, Inc.
80 Orville Drive, Suite 102
Bohemia, New York 11716
Re:Scientific Industries, Inc.
Annual Report on Form 10-K for the fiscal year ended December 31, 2023
Filed March 29, 2024
File No. 000-06658
Dear Helena R. Santos:
            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

CORRESP
1
filename1.htm

scnd_corresp.htm

   80 Orville Drive

 Bohemia, New York 11716

 (631)567-4700 Fax (631)567-5896

 www.scientificindustries.com

 July 17, 2024

 Securities and Exchange Commission

 100 F Street, NE

 Washington DC 20549

 Attn:  Division of Corporation Finance

 Office of Industrial Applications and Services

   Re:

   Scientific Industries, Inc. (the “Company”)

   Annual Report on Form 10-K for the fiscal year ended December 31, 2023

 Filed March 29, 2024

 File No. 000-06658

 Ladies and Gentlemen:

 The Company has received and reviewed the comments set forth in your June 14, 2024 letter to the Company, and the following is our response to the comments contained in said letter:

 To facilitate your review, the comments from your letter are repeated in bold italics, and the Company’s response to the comments are set forth in standard font.

 Annual Report on Form 10-K for the fiscal year ended December 31, 2023

 Item 1C. Cybersecurity, page 13

   1.

   We note you do not include Item 1C. Cybersecurity. Please revise or advise us why you do mot provide disclosure as applicable under Item 106 of Regulation S-K.

   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.

 RESPONSE:

 The Company will amend the Annual Report on Form 10-K for the fiscal year ended December 31, 2023 to reflect the addition of Item 1C. Cybersecurity.

 The Company acknowledges 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.

 If you require further information, please do not hesitate to contact us.

   Very truly yours,

   SCIENTIFIC INDUSTRIES, INC.

   /s/ Helena Santos

   Helena Santos, Chief Executive Officer

    Cc:

   John F.F. Watkins, Esq.

   Reitler Kailas & Rosenblatt LLP

  2

CORRESP
1
filename1.htm

scnd_corresp.htm

 Scientific Industries, Inc.

 80 Orville Drive, Suite 102

 Bohemia, NY 11716

 June 25, 2024

 Securities and Exchange Commission

 100 F Street, NE

 Washington DC 20549

   Re:

   Scientific Industries, Inc. (the “Company”)

   Registration Statement on Form S-1

   Filed March 15, 2024, as amended

   File No. 333-278009

 Ladies and Gentlemen:

 Pursuant to Rules 460 and 461 under the Securities Act of 1933, as amended, Scientific Industries, Inc. (the “Company”) hereby respectfully requests that the Securities and Exchange Commission accelerate the effective date of the above-referenced Registration Statement (the “Registration Statement”) to June 26, 2024 at 4:00 p.m. (Eastern) or as soon thereafter as is practicable.

 The Company also requests the Commission confirm the effective date and time of the Registration Statement in writing.

   Very truly yours,

   SCIENTIFIC INDUSTRIES, INC.

   /s/ Helena Santos

   Helena Santos, Chief Executive Officer

   Cc: John F.F. Watkins, Esq.

 Reitler Kailas & Rosenblatt LLP

United States securities and exchange commission logo
June 14, 2024
Helena R. Santos
Chief Executive Officer
Scientific Industries, Inc.
80 Orville Drive, Suite 102
Bohemia, New York 11716
Re:Scientific Industries, Inc.
Annual Report on Form 10-K for the fiscal year ended December 31, 2023
Filed March 29, 2024
File No. 000-06658
Dear Helena R. Santos:
            We have reviewed your filing and have the following comment.
            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.
Annual Report on Form 10-K for the fiscal year ended December 31, 2023
Item 1C. Cybersecurity, page 13
1.We note you do not include Item 1C. Cybersecurity. Please revise or advise us why you
do not provide disclosure as applicable under Item 106 of Regulation S-K.
             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.

 FirstName LastNameHelena R. Santos
 Comapany NameScientific Industries, Inc.
 June 14, 2024 Page 2
 FirstName LastName
Helena R. Santos
Scientific Industries, Inc.
June 14, 2024
Page 2
            Please contact Jeanne Baker at 202-551-3691 or Terence O'Brien at 202-551-3355 if you
have questions regarding comments on the financial statements and related matters. Please
contact Conlon Danberg at 202-551-4466 or Lauren Nguyen at 202-551-3642 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       John Watkins, Esq.

CORRESP
1
filename1.htm

scnd_corresp.htmApril 8, 2024

 VIA EDGAR

 Mr. Robert Augustin

 Division of Corporation Finance

 Office of Industrial Applications and Services

  United States Securities and Exchange Commission

 100 F Street N.E.

 Washington, D.C. 20549

 Re: Scientific Industries, Inc. Registration Statement on Form S-1 Filed March 15, 2024 File No. 333-278009

 Dear Mr. Augustin,

 On behalf of Scientific Industries, Inc., a Delaware corporation (the “Company”), we hereby respond to the Staff’s comment letter, dated March 29, 2024 and the additional comments you provided in our telephone conversation on April 1,2024, regarding the Company’s Registration Statement on Form S-1 filed on March 15, 2024. Please note that for the Staff’s convenience, we have recited the Staff’s comment in boldface type and provided the Company’s response to the comment immediately thereafter.

 Cover Page

   1.

   Please indicate on the cover page that 4,535,000 shares of Common Stock subject to the S-1 are issuable upon conversion of warrants as disclosed in the filing fee exhibit and the Description of the Private Placement section.

 Response: We will revise the cover page to indicate that of the 8,035,000 shares of Common Stock being registered for resale by the Selling Stockholders 4,535,000 are shares issuable upon exercise of the Warrants.

 Selling Stockholders, page 14

 1. Given the nature of your offering, including the size of the transaction relative to the number of outstanding shares held by non-affiliates, and that some of the selling stockholders may be affiliates of the registrant, it appears that the transaction may be an indirect primary offering on behalf of the registrant. Please provide us with a detailed legal analysis of your basis for determining that it is appropriate to characterize the transaction as a secondary offering under Securities Act Rule 415(a)(1)(i). For guidance, please see Securities Act Rules Compliance and Disclosure Interpretations Question 612.09.

 Response: We have considered the factors set forth in Securities Act Rule Compliance and Disclosure Interpretations (“C&DI”) 612.09, regarding whether a purported secondary offering is really a primary offering in which selling securityholders are acting as underwriters selling on behalf of an issuer. Based on the factors set forth in C&DI 612.09, the Company respectfully submits that the selling securityholders are not acting as underwriters or otherwise as a conduit for the Company and that the resale of the 8,035,000 shares (the “Shares”) of the Company’s common stock, par value $0.05 per share (“Common Stock”), to be registered by the Registration Statement is not an indirect primary offering being conducted by or on behalf of the Company.

  1

 Background.

 On December 13, 2023, the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) with certain investors (“investors” or the “Selling Stockholders”), pursuant to which the Company agreed to sell in a private placement Units for a purchase price of $2.00 per Unit (the “Offering”).  Each Unit comprised (i) one share of the Company’s Common Stock and (ii) a warrant (each, a “Warrant”) to purchase shares of the Company’s Common Stock at an exercise price of $2.50 per share.  The number of shares issuable upon exercise of a Warrant issued to an investor was equal to either 100% or 160% of the number of Units purchased, depending on the aggregate number of Units purchased by such investor.  The Company received approximately $7,000,000 in gross proceeds from the Offering.  Pursuant to the terms of the Securities Purchase Agreement, the Company also entered into a Registration Rights Agreement with the investors and agreed to use its reasonable efforts to prepare and file with the Securities and Exchange Commission a registration statement providing for registration and resale, on a continuous or delayed basis pursuant to Rule 415, of all of the shares of Common Stock included in the Units (including the shares of Common Stock issuable upon exercise of the Warrants).

 Analysis.

 In an effort to assist registrants in determining whether an offering by Selling Stockholders may be characterized as a secondary offering that is eligible to be made on a shelf basis under Rule 415(a)(1)(i), the Staff issued Interpretation 612.09 in its Securities Act Compliance and Disclosure Interpretations (“C&DI 612.09”). C&DI 612.09 provides as follows:

 612.09. It is important to identify whether a purported secondary offering is really a primary offering, i.e., the Selling Stockholders are actually underwriters selling on behalf of an issuer. Underwriter status may involve additional disclosure, including an acknowledgment of the seller’s prospectus delivery requirements. In an offering involving Rule 415 or Form S-3, if the offering is deemed to be on behalf of the issuer, the Rule and Form in some cases will be unavailable (e.g., because of the Form S-3 “public float” test for a primary offering, or because Rule 415(a)(1)(i) is available for secondary offerings, but primary offerings must meet the requirements of one of the other subsections of Rule 415). The question of whether an offering styled a secondary one is really on behalf of the issuer is a difficult factual one, not merely a question of who receives the proceeds. Consideration should be given to how long the Selling Stockholders have held the shares, the circumstances under which they received them, their relationship to the issuer, the amount of shares involved, whether the sellers are in the business of underwriting securities, and finally, whether under all the circumstances it appears that the seller is acting as a conduit for the issuer.

  2

 Each of the above factors mentioned in the last sentence of C&DI 612.09 is considered below.

 Factor 1: How long the Selling Stockholders Have Held the Shares.

 The Registration Statement relates to the sale by the Selling Stockholders of shares of Common Stock (including shares of Common Stock issuable upon exercise of Warrants), issued in the Offering that commenced on December 13, 2023 and was completed on January 17, 2024.   Accordingly, as of the date of this letter, some of the shares of Common Stock that are the subject of the Registration Statement have been held by the Selling Stockholders for almost four months and other shares have been held for almost three months, depending on the date of the closing at which the relevant Selling Stockholder purchased Units in the Offering.  The Selling Stockholders, therefore, have been at full economic and market risk on their investment for several months.

 At the time of the purchase of the Units, the Selling Stockholders appreciated that the market for the Company’s Common Stock was not sufficiently liquid to accommodate sales of a significant portion of the shares of Common Stock included in the Units. Trading volume in the Company’s Common Stock is very limited given that the shares are not listed on a national securities exchange, but only are quoted on the OTCQB, an unorganized, inter-dealer, over-the-counter market, which provides significantly less liquidity than a national securities exchange. Based on the size of the Selling Stockholders’ respective investments, it is unlikely that any of them would consider selling their shares of Common Stock unless there was sufficient liquidity at a trading price substantially above their respective investment amounts, which has not been the case.  We further note that the exercise price of the Warrants is greater than both the purchase price of the Units and the current (as of the date of this letter) trading price for the Common Stock.

 Factor 2: The Circumstances Under Which the Selling Stockholders Received Their Shares.

 As discussed in the Registration Statement, the Selling Stockholders acquired their respective shares of Common Stock in a bona fide private placement transaction pursuant to an exemption from registration under Section 4(2) or Regulation D of the Securities Act. In connection with the issuance of the Units, the Company entered into a registration rights agreement that provided the Company would be obligated to register the resale of the shares of Common Stock included in the Units (including those issuable upon exercise of the Warrants). Such a registration rights agreement is customary in private placements of this nature (i.e., PIPE transactions).

 Section 2(c)(ii) of the Securities Act defines “underwriter” as any person who has purchased from an issuer with a view to, or offers or sells for an issuer in connection with, the distribution of any security or participates or has a direct or indirect participation in any such undertaking, or participates or has a participation in the direct or indirect underwriting of any such undertaking. In the Securities Purchase Agreement, each investor made customary investment and private placement representations to the Company, including that (i) the Units to be acquired by such investor under the Securities Purchase Agreement were acquired for such purchaser’s own account and not with a view to the resale or distribution of any part thereof, (ii) such purchaser was aware that the offer and sale of the Units to it had not been, and, except as contemplated by the Registration Rights Agreement, would not be, registered under the Securities Act or any state securities Laws, were being offered and sold in reliance upon exemptions from the registration requirements of the Securities Act and that the Units purchased under the Securities Purchaser Agreement may not be transferred or resold except as permitted under the Securities Act and applicable state securities laws pursuant to registration or exemption from registration requirements thereunder.

  3

 Moreover, each Selling Stockholder represented that it was an Accredited Investor, could bear the economic risk of its investment and had such knowledge and experience in financial and business matters that it was capable of evaluating the merits and risks of an investment in the securities.

 The Company is neither aware of any evidence that would indicate that these representations were false nor aware of any evidence that the Selling Stockholders have any plan to act in concert to effect a distribution of their shares of Common Stock. The Selling Stockholders purchased the securities in an arm’s length transaction in circumstances that do not indicate that they would be our underwriters.

 Furthermore, the Company is not aware of any evidence that a distribution would occur if the Registration Statement is declared effective. Under the Commission’s rules, a “distribution” requires special selling efforts. Rule 100(b) of Regulation M defines a “distribution” as “an offering of securities, whether or not subject to registration under the Securities Act, that is distinguished from ordinary trading transactions by the magnitude of the offering and the presence of special selling efforts and selling methods.” There is nothing to suggest that any special selling efforts or selling methods by or on behalf of any Selling Stockholder has or would take place if the Registration Statement is declared effective. The Company also is not aware of any facts to suggest that any Selling Stockholder has taken any actions to condition or prime the market for the potential resale of the shares registered on its behalf.

 Factor 3: The Selling Stockholders’ Relationship to the Company.

 The Selling Stockholders are the fifty-seven investors who participated in the Offering.  All of the Selling Stockholders are private individuals or private investment entities.  Five of the Selling Stockholders made their first investment in the Company in the Offering.  The remaining approximately 90% of the Selling Stockholders have been long-time investors in the Company.  In addition, none of the Selling Stockholders was an affiliate of the Company prior to the Offering, other than directors and executive officers of the Company who purchased approximately six per cent of the shares of Common Stock (including shares issuable upon exercise of the Warrants) in the Offering.  As a result of their participation in the Offering, only the holdings of five of the Selling Stockholders now exceed ten per cent (10%) of the Company’s outstanding shares of Common Stock and such Selling Stockholders are now deemed to be affiliates of the Company.

 The registration rights granted to the Selling Stockholders under the Registration Rights Agreement entered into in connection with the private placement are customary and are not indicative of any desire of the Selling Stockholders to sell or distribute the shares of Common Stock on behalf of the Company, or at all.  The Selling Stockholders negotiated for such customary registration rights for a variety of business reasons, and the registration rights were not granted by the Company for the purpose of conducting an indirect primary offering. Absent the contractual obligation contained in the Securities Purchase Agreement and the Registration Rights Agreement, the Company would not be filing the Registration Statement.

  4

 None of the Selling Stockholders is acting on the Company’s behalf with respect to the shares being registered for resale under the Registration Statement, and the Company has no contractual, legal or other relationship with the Selling Stockholders that would control the timing, nature or amount of resales of such shares following the effectiveness of the Registration Statement or whether such shares are ever resold at all under the Registration Statement.

 Finally, the Company will not receive any of the proceeds from any resale of shares by the Selling Stockholders under the Registration Statement.

 Factor 4: The Amount of Shares Involved.

 The Company is seeking to register 8,035,000 shares of Common Stock for resale (including 4,350,000 shares issuable upon exercise of the Warrants), which represents approximately 53.4% of the Company’s outstanding shares of Common Stock (after giving effect to the Offering and assuming exercise of the Warrants). While the number of shares being registered are a factor considered by the Staff in determining whether an offering should be deemed to be a primary or secondary offering, we submit that undue weight should not be placed on this single factor. The Staff’s own interpretations support this position. Pursuant to C&DI 612.09, the number of shares being offered is only one of several factors to be considered in evaluating whether, under all the circumstances, a purported secondary offering is instead an indirect primary offering. In addition, Compliance and Disclosure Interpretation 612.12 describes a scenario in which a controlling holder of more than 70% of the outstanding stock is able to effect a valid secondary offering. The interpretation states, in relevant part:

 “A controlling person of an issuer owns a 73% block. That person will sell the block in a registered “at-the-market” equity offering. Rule 415(a)(4) applies only to offerings by or on behalf of the registrant. A secondary offering by a control person that is not deemed to be by or on behalf of the registrant is not restricted by Rule 415(a)(4).”

 We also submit that emphasis solely on the number of shares being registered in relation to the shares outstanding or the public float can severely limit a smaller public company’s financing alternatives, which are generally few. The Staff has acknowledged this by accepting as valid many secondary offerings where a significant number of shares are being registered but the facts do not otherwise demonstrate that the Selling Stockholders are acting as conduits for the issuer to effect a primary offering.  It is also interesting to note that the last reported closing price for a share of the Company Common Stock on November 3, 2023 on th

United States securities and exchange commission logo
March 29, 2024
Helena Santos
President and Chief Executive Officer
Scientific Industries, Inc.
80 Orville Drive
Suite 102
Bohemia, New York 11716
Re:Scientific Industries, Inc.
Registration Statement on Form S-1
Filed March 15, 2024
File No. 333-278009
Dear Helena Santos:
            We have conducted a limited review of your 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.
Registration Statement on Form S-1 filed March 15, 2024
Selling Stockholders, page 14
1.Given the nature of your offering, including the size of the transaction relative to the
number of outstanding shares held by non-affiliates, and that some of the selling
stockholders may be affiliates of the registrant, it appears that the transaction may be
an indirect primary offering on behalf of the registrant. Please provide us with a detailed
legal analysis of your basis for determining that it is appropriate to characterize the
transaction as a secondary offering under Securities Act Rule 415(a)(1)(i). For guidance,
please see Securities Act Rules Compliance and Disclosure Interpretations
Question 612.09.

 FirstName LastNameHelena Santos
 Comapany NameScientific Industries, Inc.
 March 29, 2024 Page 2
 FirstName LastName
Helena Santos
Scientific Industries, Inc.
March 29, 2024
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.
            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.
            Please contact Robert Augustin at 202-551-8483 or Katherine Bagley at 202-551-2545
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       John F.F. Watkins

CORRESP
1
filename1.htm

siaccelerationrequestform

Scientific Industries, Inc.

80 Orville Drive, Suite 102

Bohemia, NY 11716

June 9,
2022

Securities
and Exchange Commission

100 F
Street, NE

Washington
DC 20549

Re:

Scientific
Industries, Inc. (the “Company”)

Registration
Statement on Form S-1

Filed
June 9, 2022, as amended

File
No. 333-265281

Ladies
and Gentlemen:

Pursuant to Rules 460 and 461 under the Securities
Act of 1933, as amended, Scientific Industries, Inc. (the
“Company”) hereby respectfully requests that the
Securities and Exchange Commission accelerate the effective date of
the above-referenced Registration Statement (the
“Registration
Statement”) to June 10,
2022 at 4:00 p.m. (Eastern) or as soon thereafter as is
practicable.

The
Company also requests the Commission confirm the effective date and
time of the Registration Statement in writing.

Very
truly yours,

SCIENTIFIC
INDUSTRIES, INC.

       /s/
Helena Santos

Helena
Santos, Chief Executive Officer

Cc:
John F.F. Watkins, Esq.

      Reitler
Kailas & Rosenblatt LLP

United States securities and exchange commission logo
June 2, 2022
Helena Santos
President and Chief Executive Officer
Scientific Industries, Inc.
80 Orville Drive, Suite 102
Bohemia, New York 11716
Re:Scientific Industries, Inc.
Registration Statement on Form S-1
Filed May 27, 2022
File No. 333-265281
Dear Ms. Santos:
            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 Tyler Howes at 202-551-3370 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       John F. Watkins, Esq.

CORRESP
1
filename1.htm

acceleration_request

Scientific Industries, Inc.

80 Orville Drive, Suite 102

Bohemia, NY 11716

August
10, 2021

Securities
and Exchange Commission

100 F
Street, NE

Washington
DC 20549

Re:

Scientific
Industries, Inc. (the “Company”)

Registration
Statement on Form S-1

Filed
August 10, 2021, as amended

File
No. 333-258468

Ladies
and Gentlemen:

Pursuant to Rules 460 and 461 under the Securities
Act of 1933, as amended, Scientific Industries, Inc. (the
“Company”) hereby respectfully requests that the
Securities and Exchange Commission accelerate the effective date of
the above-referenced Registration Statement (the
“Registration
Statement”) to August 11,
2021 at 4:00 p.m. (Eastern) or as soon thereafter as is
practicable.

The
Company also requests the Commission confirm the effective date and
time of the Registration Statement in writing.

Very
truly yours,

SCIENTIFIC
INDUSTRIES, INC.

       /s/
Helena Santos

Helena
Santos, Chief Executive Officer

Cc:
John F.F. Watkins, Esq.

      Reitler
Kailas & Rosenblatt LLP

278824

United States securities and exchange commission logo
August 9, 2021
Helena Santos
President and Chief Executive Officer
Scientific Industries, Inc.
80 Orville Drive, Suite 102
Bohemia, NY 11716
Re:Scientific Industries, Inc.
Registration Statement on Form S-1
Filed August 4, 2021
File No. 333-258468
Dear Ms. Santos:
            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 Lauren Hamill at 303-844-1008 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       John F.F. Watkins, Esq.

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

Mail Stop 3030

July 7, 2010

Via U.S. Mail

Ms. Helena R. Santos Chief Executive Officer Scientific Industries, Inc.
70 Orville Drive
Bohemia, NY   11716
 Re: Scientific Industries, Inc.
  Form 10-K for fiscal year ended June 30, 2009
Filed September 24, 2009
File No. 0-06658
Dear Ms. Santos:   We have completed our review of your Form 10-K and related filings and have no
further comments at this time.            S i n c e r e l y ,                   Kevin L. Vaughn        A c c o u n t i n g  B r a n c h  C h i e f

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

Mail Stop 3030

June 24, 2010

Via Facsimile and U.S. Mail

Ms. Helena R. Santos Chief Executive Officer Scientific Industries, Inc. 70 Orville Drive Bohemia, NY   11716
 Re: Scientific Industries, Inc.
  Form 10-K for fiscal year ended June 30, 2009
Filed September 24, 2009
Forms 10-Q/A for the quarterly periods ended September 30, 2009, December 31, 2009 and March 31, 2010 File No. 0-06658
Dear Ms. Santos:

We have reviewed your response letter dated June 1, 2010 and have the following
additional comment.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.
 Please respond to this letter within ten business days by revising future filings where
indicated and by providing the requested information, or by advising us when you will provide the requested response.  If you do not believe our comment applies to your facts and circumstances or do not believe a revision is appropriate, please tell us why in your response.
 After reviewing any amendment to your filings and the information you provide in
response to these comments, we may have additional comments.

Ms. Helena R. Santos
Scientific Industries, Inc. June 24, 2010 Page 2

Forms 10-Q/A for the quarterly periods ended September 30, 2009, December 31, 2009 and
March 31, 2010

Exhibit 31.1

1. Please refer to prior comment 1.  We note revisions made to include the language
“internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f)
and 15d-15(f))” into the introduction of paragraph 4 of your certifications as well as add paragraph 4(b) to your certifications.  However, we note other language in paragraph 4 that is not in the exact form prescribed.  For example, in paragraph 4(a) the language “internal disclosure and procedures” and “controls and procedures” must be replaced with “disclosure controls and procedures” in both instances.  Further, in paragraph 4(d) the word “materially” is missing from the phrase “likely to affect” and the language “(the registrant’s fourth fiscal quarter in the case of an annual report)” must be added.   Please
revise future filings to include certifications that conform to the exact wording required by Item 601(b)(31) of Regulation S-K.

 You may contact David Burton, Staff Account ant, at (202) 551-3626 or me at (202) 551-
3616 if you have questions regarding these comments.  In this regard, do not hesitate to contact Kevin L. Vaughn, Accounting Branch Chief, at (202) 551-3643.

        S i n c e r e l y ,                   Lynn Dicker              Reviewing Accountant

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

                       (Company Letterhead)

July 1, 2010

VIA FEDEX AND FAX (703) 813-6985
________________________________

Ms. Lynn Dicker
Reviewing Accountant
Securities and Exchange Commission
100 F Street, N.E., Mail Stop 3030
Washington, DC 20549

Re:  	Scientific Industries, Inc.
	Form 10-K for the fiscal year ended June 30, 2009
	Filed September 24, 2009
      Forms 10-Q/A for the quarterly periods ended
      September 30, 2009, December 31, 2009 and March 31, 2010
	File No. 000-06658

Dear Ms. Dicker:

Scientific Industries, Inc. (the "Company") has received and reviewed
the comments set forth in your June 24, 2010 letter to the Company,
and as per your suggestion, we will revise future filings to include
certifications that conform to the exact wording required by Item
601(b)(31) of Regulation S-K.

If you require further information, please do not hesitate to contact us.

Sincerely,

/s/Helena R. Santos
_________________________________
Helena R. Santos
Principal Executive and Financial Officer

</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

                           (Company Letterhead)

June 1, 2010

VIA FEDEX AND FAX (703) 813-6985
________________________________

Ms. Lynn Dicker
Reviewing Accountant
Securities and Exchange Commission
100 F Street, N.E., Mail Stop 3030
Washington, DC 20549

Re:  	Scientific Industries, Inc.
	Form 10-K for the fiscal year ended June 30, 2009
	Filed September 24, 2009
      Forms 10-Q for the quarterly periods ended September 30, 2009,
      December 31, 2009 and March 31, 2010
	File No. 000-06658

Dear Ms. Dicker:

Scientific Industries, Inc. (the "Company") has received and reviewed
the comments set forth in your May 24, 2010 letter to the Company, and
the following is our response to the comments contained in your letter.

To facilitate your review, the comments from your letter are repeated in
bold italics, and the Company's responses to each comment are set forth in
standard font.

Forms 10-Q for the quarterly periods ended September 30, 2009, December
31, 2009 and March 31, 2010.

Exhibit 31.1

1.	We note that you have omitted the language "internal control over
financial reporting (as defined in Exchange Act Rules 13a-15(f) and
15d-15(f)" from the introduction of paragraph 4 of your certifications
and have also have omitted paragraph 4(b) from your certifications.
The required certifications must be in the exact form prescribed.  Please
amend your September 30, 2009, December 31, 2009 and March 31, 2010 Forms
10-Q to include certifications that conform to the exact wording required
by Item 601(b)(31) of Regulation S-K.

RESPONSE:

We will amend the Forms 10-Q for the quarterly periods ended September
30, 2009, December 31, 2009 and March 31, 2010 to reflect the change in
the language of the certification in Exhibit 31.1

The Company hereby acknowledges 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.

If you require further information, please do not hesitate to contact us.

Sincerely,

/s/Helena R. Santos
_________________________________
Helena R. Santos
Principal Executive and Financial Officer

</TEXT>
</DOCUMENT>

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

Mail Stop 3030

May 24, 2010

Via Facsimile and U.S. Mail

Ms. Helena R. Santos Chief Executive Officer Scientific Industries, Inc. 70 Orville Drive Bohemia, NY   11716
 Re: Scientific Industries, Inc.
  Form 10-K for fiscal year ended June 30, 2009
Filed September 24, 2009
Forms 10-Q for the quarterly periods ended September 30, 2009, December 31, 2009 and March 31, 2010 File No. 0-06658
Dear Ms. Santos:

We have reviewed your filing and have the following comment.  We have limited our
review to only your financial statements and related disclosures and will make no further review of your documents.  Where indicated, we think you should revise your documents in response to this comment.  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.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.
Please understand that the purpose of our review 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.

Ms. Helena R. Santos
Scientific Industries, Inc. May 24, 2010 Page 2
 Forms 10-Q for the quarterly periods ended September 30, 2009, December 31, 2009 and March
31, 2010
 Exhibit 31.1

 1. We note that you have omitted the language “internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f)  and 15d-15(f)” from the introduction of
paragraph 4 of your certifications and have also have omitted paragraph 4(b) from your certifications.  The required certifications must be in the exact form prescribed.  Please amend your September 30, 2009, December 31, 2009 and March 31, 2010 Forms 10-Q to include certifications that conform to the exact wording required by Item 601(b)(31) of
Regulation S-K.

*    *    *    *
  As appropriate, please respond to these comments within 30 calendar days or tell us
when you will provide us with a response.  Please furnish a cover letter with your response that keys your responses to our comments and provides any requested information.  Detailed cover letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendment and responses 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 information required under the Securities and Exchange Act of 1934 and that they have provided all information investors require for an informed investment decision.  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 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 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.

Ms. Helena R. Santos
Scientific Industries, Inc. May 24, 2010 Page 3

You may contact David Burton, Staff Account ant, at (202) 551-3626 or me at (202) 551-
3616 if you have questions regarding these comments.  In this regard, do not hesitate to contact
Kevin L. Vaughn, Accounting Branch Chief, at (202) 551-3643.

        S i n c e r e l y ,                   Lynn Dicker              Reviewing Accountant

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

       DIVISION OF
CORPORATION FINANCE

    Mail Stop 6010
March 6, 2008

  Ms. Helena R. Santos Chief Executive Officer and Chief Financial Officer Scientific Industries, Inc. 70 Orville Drive Bohemia, New York 11716
  RE:  Scientific Industries, Inc
   Form 10-KSB for the fiscal year ended June 30, 2007    File No. 0-06658

Dear Ms. Santos:   We have completed our review of your Form 10-KSB and related filings and have no further comments at this time.
Sincerely,

Kevin L. Vaughn Branch Chief

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

{SCIENTIFIC INDUSTRIES INC. letterhead}

February 1, 2008

VIA FEDEX AND FAX (202) 772-9218
--------------------------------

Mr. Kevin L. Vaughn
Branch Chief
Securities and Exchange Commission
Division of Corporation Finance-Mail Stop 6010
Washington, DC 20549

Re:  	Scientific Industries, Inc.
	Form 10-KSB for the fiscal year ended June 30, 2007
	File No. 000-06658

Dear Mr. Vaughn:

Scientific Industries, Inc. (the "Company") has received and reviewed
the comments set forth in your January 29, 2008 letter to the Company,
and the following is our response to the comments contained in
your letter.

To facilitate your review, the comments from your January 29, 2008
letter are repeated in bold italics, and the Company's responses to
each comment are set forth in standard font.

Form 10-KSB for the fiscal year ended June 30, 2007
---------------------------------------------------

Item 6.  Management's Discussion and Analysis of Financial Condition
--------------------------------------------------------------------

1.	We note your disclosure "while the revenues related to the work
in progress were reported by the Company subsequent to the acquisition,
a significant portion of the gross profit was attributed prior to
acquisition."  Please clarify for us how you accounted for the deferred
revenue at the date of acquisition, including how you considered the
guidance in EITF 01-3.

RESPONSE:

1.	Please note that the acquiree did not have any deferred revenue at
the date of acquisition, therefore EITF 01-3 does not apply.  At the date
of acquisition, management made a determination as to the fair value of
the acquiree's assets, including Work in Process ("WIP").  WIP was valued
at estimated selling prices of finish goods less the sum of (a) cost to
complete, (b) cost of disposal, and (c) a reasonable profit allowance for
the completing and selling effort of the acquiring entity (none of which
were performed by the acquiring company), based on profit for similar
finished goods (SFAS 141, paragraph 37, c(2)).  WIP was comprised of
pre-sold custom products and all selling efforts were performed by the
acquired company prior to acquisition.  Accordingly, acquired WIP was
valued at an amount that would result in a profit to the Company,
post-acquisition, that did not include earnings attributable to the
production and sales efforts prior to acquisition.

Note 2.  Acquisition, page F-11
-------------------------------

2.	We note your reference to an independent valuation firm in regards
to valuing the tangible and intangible assets acquired in the Altamira
acquisition.  While in future filings management may elect to take full
responsibility for the valuation, if you choose to continue to refer to
the expert in any capacity, please revise future filings, beginning with
your next Form 10-QSB, to name the independent valuation firm.  In addition,
please note that if you intend to incorporate your Form 10-KSB by reference
into any registration statement, you will be required to include the consent
of the independent valuation firm as an exhibit to the registration statement.

RESPONSE:

2.	We requested the services of a valuation firm to render an opinion on
the fair value of the assets acquired to help us meet the financial reporting
requirements under SFAS No. 141, however since we elect to take full
responsibility for the valuation, we will not refer to the expert in future
filings.

3.	We note that the consideration for this acquisition consisted of cash
payments of $442,000 and stock payments of $386,200.  We also note that you
are required to make contingent payments to the former shareholders of
Altamira.  Please address the following:

*	Tell us and revise future filings to disclose your maximum liability
under the contingent payment provision and tell us what amount was accrued
related to this provision on the acquisition date.

*	Reconcile your net purchase price allocation of $989,000 to the
consideration you paid and accrued at the acquisition date.

RESPONSE:

3.

*	Under the Stock Purchase Agreement ("SPA") between the Company and
the sellers, there is no payment cap, therefore there was no maximum
liability under the contingent payment provision.   In addition, the
contingent consideration was not determinable at the date of acquisition,
hence it was not included in determining the cost of the acquired entity on
that date in accordance with SFAS 141, paragraph 26.  The obligation for
contingent consideration at June 30, 2007 which was accrued (but not paid)
based on actual sales for the first contingency period from date of
acquisition to June 30, 2007 amounted to $67,000.  Future filings will
disclose the fact that there is no maximum liability and that future
contingent consideration was not determinable on date of acquisition.

*	Net purchase price of $989,000 as of June 30, 2007 is reconciled
as follows:

Cash                                -     $442,000
Stock					      -     $386,000
Contingent Consideration Accrued    -     $ 67,000
Direct Costs of Acquisition         -     $ 94,000
                                          ________
                                          $989,000
                                          ========
Note 11.  Income Taxes, page F-20
---------------------------------

4.	We note from your footnote disclosures that you recorded deferred
tax liabilities of $51,400 and $27,600 as of June 30, 2007 and 2006,
respectively.  Please reconcile these amounts to the deferred tax
liabilities represented on the face of your balance sheet of $7,600
and $3,200, respectively.  Please advise or revise.

RESPONSE:

4.	The long-term deferred taxes have been netted in accordance with
paragraph no. 42 of SFAS 109, as follows:

                                       2007        2006
                                    -------     -------

      Long Term Def. Tax Liability  $51,400     $27,600
      Long Term Def. Tax Asset     ($43,800)   ($24,400)
                                   ________    ________
                                    $ 7,600     $ 3,200
                                   ========    ========

The Company hereby acknowledges 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.

If you require further information, please do not hesitate to contact us.

Sincerely,

/s/ Helena R. Santos
____________________
Helena R. Santos
Principal Executive and Financial Officer
</TEXT>
</DOCUMENT>

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

       DIVISION OF
CORPORATION FINANCE

   Mail Stop 6010
January 29, 2008

 Ms. Helena R. Santos Chief Executive Officer and Chief Financial Officer Scientific Industries, Inc. 70 Orville Drive
Bohemia, New York 11716
   RE:  Scientific Industries, Inc    Form 10-KSB for the fiscal year ended June 30, 2007    File No. 0-06658  Dear Ms. Santos:
We have reviewed your filings  and have the following comments.  We have
limited our review to only your financial stat ements and related disclosures and do not
intend to expand our review to  other portions of your documents. Where indicated, we
think you should revise your future documents 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.  In some
of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing th is 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.

Ms. Helena R. Santos
Scientific Industries, Inc.
January 29, 2008 Page 2  Form 10-KSB for the fiscal year ended June 30, 2007

 Item 6.  Management’s Discussion a nd Analysis of Financial Condition

 1. We note your disclosure “while the revenue s related to the work in progress were
reported by the Company subsequent to the acquisition, a sign ificant portion of
the gross profit was attributed to prior to  acquisition.”  Please clarify for us how
you accounted for the deferred revenue at the date of acquisition, including how you considered the guidance in EITF 01-3.
 Note 2 – Acquisition, page F-11

  2. We note your reference to an independent valuation firm in regards to valuing the
tangible and intangible assets acquired in the Altamira acquisition.  While in
future filings management may elect to take  full responsibility for the valuation, if
you choose to continue to refer to the expe rt in any capacity, please revise future
filings, beginning with your next Form  10-QSB, to name the independent
valuation firm.  In addition, please note that if you intend to incorporate your
Form 10-KSB by reference into any registra tion statement, you will be required to
include the consent of the independent valuation firm as an exhibit to the
registration statement.
 3. We note that the consideration for this acquisition consisted of cash payments of
$442,000 and stock payments of $386,200.  We also note that you are required to
make contingent payments to the former shareholders of Altamira.   Please address the following:

• Tell us and revise future filings to disclose your maximum liability under the
contingent payment provision and tell us  what amount was accrued related to
this provision on the acquisition date.
• Reconcile your net purchase price allocation of $989,000 to the consideration
you paid and accrued at the acquisition date.

Note 11- Income Taxes, page F-20

4. We note form your footnote disclosures that you recorded deferred tax liabilities
of $51,400 and $27,600 as of June 30, 2007 and 2006, respectively.  Please reconcile these amounts to the deferred ta x liabilities represented on the face of
your balance sheet of $7,600 and $3,200, respec tively.  Please advise or revise.

As appropriate, please respond to these co mments within 10 business days or tell
us when you will provide us with a response.  Pl ease furnish a cover letter that keys your
responses to our comments and provides any requested information.  Detailed cover

Ms. Helena R. Santos
Scientific Industries, Inc. January 29, 2008 Page 3  letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your responses 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 decision.  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
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 comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities 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 Eric Atallah, Staff Accountant at (202) 551-3663 or me at (202)
551-3643 regarding comments on the financial stat ements and related matters.  In this
regard, do not hesitate to contact, Martin James, Senior Assistant Chief Accountant at (202) 551-3671 with any other questions.
        S i n c e r e l y ,
         Kevin L. Vaughn
Branch Chief

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Mail Stop 03-06

April 25, 2005

Via U.S. Mail

Ms. Helena R. Santos
Chief Executive Officer and
   Chief Financial Officer
Scientific Industries, Inc.
70 Orville Drive
Bohemia, New York  11716

	Re:	Scientific Industries
		Form 10-KSB for the fiscal year ended June 30, 2004
Forms 10-QSB for the quarters ended December 31, 2004
      File No.  000-06658

Dear Ms. Santos:

	We have completed our review of your Form 10-K and related
filings and do not, at this time, have any further comments.

      Sincerely,

      Daniel L. Gordon
							Branch Chief

??

??

??

??

</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
SCIENTIFIC INDUSTRIES, INC.

April 20, 2005

Mr. Daniel L. Gordon
Branch Chief
Securities and Exchange Commission
Washington, DC 20549

Re:  	Scientific Industries
	Form 10-KSB for the fiscal year ended June 30, 2004
	Form 10-QSB for the quarter ended December 31, 2004
	File No. 000-06658

Dear Mr. Gordon:

The following is our response to the comments contained in your letter
dated April 5, 2005.

Response Letter Dated March 10, 2005

1.  I had filed the response letter as a cover to each of the
amended filings, however, I also filed it again as a "correspondence"
type of filing.

Form 10-KSB for the fiscal year ended June 30, 2004

Item 8A.  Controls and Procedures

2.  We will revise our filing of the Form 10-KSB for the year ended
June 30, 2004 to include the additional language in "bold" below
regarding the Company's disclosure controls and procedures as follows:

Item 8A.  Controls and Procedures.

	As of the end of the period covered by this report, based on
an evaluation of the Company's disclosure controls and procedures
(as defined in Rules 13a-15(e) and 15d-15(e) under the Securities
Exchange Act of 1934), the Chief Executive and Chief Financial
Officer of the Company has concluded that the Company's disclosure
controls and procedures are effective to ensure that information
required to be disclosed by the Company in its Exchange Act reports
is recorded, processed, summarized and reported within the applicable
time periods specified by the SEC's rules and forms.  The Company also
concluded that information required to be disclosed in such reports is
accumulated and communicated to the Company's management, including its
principal executive and principal financial officer, as appropriate to
allow timely decisions regarding required disclosure.

There was no change in the Company's internal controls over financial
reporting that occurred during the most recent fiscal quarter that
materially affected or is reasonably likely to materially affect
the Company's internal controls over financial reporting.

Form 10-QSB for the quarter ended December 31, 2004

General

3.  and 4.  We will revise our filing of the Form 10-QSB for the quarter
ended December 31, 2004 to include the principal executive and principal
financial officer's conclusions on the effectiveness of the Company's
disclosure controls and procedures as follows:

Item 3.  Controls and Procedures.

	As of the end of the period covered by this report, based on an
evaluation of the Company's disclosure controls and procedures
(as defined in Rules 13a-15(e) and 15d-15(e) under the Securities
Exchange Act of 1934), the Chief Executive and Chief Financial Officer
of the Company has concluded that the Company's disclosure controls
and procedures are effective to ensure that information required to
be disclosed by the Company in its Exchange Act reports is recorded,
processed, summarized and reported within the applicable time periods
specified by the SEC's rules and forms.

There was no change in the Company's internal controls over financial
reporting that occurred during the most recent fiscal quarter that
materially affected or is reasonably likely to materially affect the
Company's internal controls over financial reporting.

Exhibit 31.1 Certification of Chief Executive Officer and Chief
Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002

4.  Please note that there is only one officer who is both the CEO
and CFO, therefore only one certification is filed.  As a result,
the introductory language of paragraph 4 is modified.  The certification
statement will be modified as per exhibit A attached.

I will be filing this response letter and the revised filings via EDGAR.

Sincerely,

/s/Helena R. Santos
___________________

Helena R. Santos
Principal Executive and Financial Officer

Exhibit A

Exhibit 31.1

CERTIFICATION

I, Helena R. Santos, certify that:

(1) I have reviewed this report on Form 10-QSB of Scientific
Industries, Inc.;
(2) Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this report;
(3) Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the small business issuer as of, and for, the periods presented in this
report;
(4) I am responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)
for the small business issuer and have:

a) designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under my supervision,
to ensure that material information relating to the small business issuer,
including its consolidated subsidiaries, is made known to me by others
within those entities, particularly during the period in which this
report is being prepared;
b) Paragraph reserved pursuant to SEC Release No. 33-8238;
c) Evaluated the effectiveness of the small business issuer's disclosure
controls and procedures and presented in this report my conclusions about
the effectiveness of the disclosure controls and procedures, as of the
end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the small business issuer's
internal control over financial reporting that occurred during the small
business issuer's most recent fiscal quarter that has not materially
affected, or is reasonably likely to affect, the small business issuer's
internal control over financial reporting; and
(5) I have disclosed, based on my most recent evaluation of internal
control over financial reporting, to the small business issuer's auditors
and the audit committee of the small business issuer's board of directors
(or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the small business issuer's ability to record,
process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the small business issuer's
internal control over financial reporting.

April 18, 2005

/s/ Helena R. Santos
________________
Helena R. Santos
Chief Executive Officer and Chief Financial Officer
</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Mail Stop 0306

April 5, 2005

Via U.S. Mail

Ms. Helena R. Santos
Chief Executive Officer and
   Chief Financial Officer
Scientific Industries, Inc.
70 Orville Drive
Bohemia, New York  11716

	Re:	Scientific Industries
		Form 10-KSB for the fiscal year ended June 30, 2004
Forms 10-QSB for the quarters ended December 31, 2004
      File No.  000-06658

Dear Ms. Santos:

      We have reviewed your response dated March 10, 2005 and have
the following comments.  We have limited our review to only your
financial statements and related disclosures and will make no
further
review of your documents.  Where indicated, we think you should
revise your documents 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.  In some of our comments, we may
ask
you to provide us with supplemental information so we may better
understand your disclosure.  After reviewing this information, we
may
or may not raise additional comments.

	Please understand that the purpose of our review 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.

Response Letter Dated March 10, 2005

1. Please file your response letter dated March 10, 2005 and any
attachments on EDGAR as correspondence.

Amendment 1 to Form 10-KSB for the fiscal year ended June 30, 2004

Item 8a.  Controls and Procedures

2. We note your disclosure that "the Chief Executive Officer and
Chief Financial Officer, has concluded that the Company`s
disclosure
controls and procedures are effective to ensure that information
required to be disclosed by the Company is its Exchange Act
reports
is recorded, processed, summarized and reported within the
applicable
time periods specified by the SEC`s rules and forms."  Revise
future
filings to clarify, if true, that your officers concluded that
your
disclosure controls and procedures are also effective to ensure
that
information required to be disclosed in the reports that you file
or
submit under the Exchange Act is accumulated and communicated to
your
management, including your chief executive officer and chief
financial officer, to allow timely decisions regarding required
disclosure.  For reference see Exchange Act Rule 13a-15(e).

Form 10-QSB for the quarter ended December 31, 2004

General

3. Please revise your filing to include your principal executive
and
principal financial officer`s conclusions on the effectiveness of
your disclosure controls and procedures as defined by Rule 13a-
15(e)
of the Exchange Act, as required by 307 of Regulation S-B as
amended
effective August 13, 2003.

4. Please revise your filing to include your conclusions
concerning
changes in your internal control over financial reporting to
indicate
whether there was any change in your internal control over
financial
reporting that occurred during your most recent fiscal quarter
that
has materially affected or is reasonably likely to materially
affect
your internal control over financial reporting, as required by
Item
308(c) of Regulation S-B as amended effective August 13, 2003.

Exhibit 31. 1  Certification of Chief Executive Officer and Chief
Financial Officer pursuant to Section 302 of the Sarbanes-Oxley
Act
of 2002

5. We note that the certification filed as Exhibits 31.1was not in
the proper form. The required certifications must be in the exact
form prescribed; the wording of the required certifications may
not
be changed in any respect, except for the modifications
temporarily
permitted to be made to the fourth paragraph of the certification
required to be filed as Exhibit 31.1 pursuant to Part III.E of
Release No. 8238. Accordingly, please file an amendment to your
Form
10-QSB that includes the entire filing together with the
certifications of each of your current CEO and CFO in the form
currently set forth in Item 601(b)(31) of Regulation S-B.

*    *    *    *

      As appropriate, please amend your December 31, 2004 Form 10Q
and respond to these comments within 10 business days or tell us
when
you will provide us with a response.  You may wish to provide us
with
marked copies of the amendment to expedite our review. Please
furnish
a cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please file
your cover letter on EDGAR.  Please understand that we may have
additional comments after reviewing your amendment and responses
to
our comments.

      You may contact Tara Harkins, Staff Accountant, at (202)
824-
5496 or me at (202) 942-2813 if you have questions.  In this
regard,
do not hesitate to contact Martin James, the Senior Assistant
Chief
Accountant, at (202) 942-1984.

							Sincerely,

							Daniel L. Gordon
							Branch Chief

??

??

??

??

Ms. Helena R. Santos
Scientific Industries, Inc.
April 5, 2005
Page 1

</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

September 28, 2004

Securities and Exchange Commission
500 North Capital Street, N.W.
Washington, D.C.  20549

SUBJECT:  FORM 10-KSB FOR THE FISCAL YEAR ENDING 6/30/04

Gentlemen:

Pursuant to Rule of 14a-3(b) of the rules and regulations
promulgated under the Securities and Exchange Act of 1934, we
submit herewith the filing of the Company's Form 10-KSB.

The financial statements contained in the Annual Report on Form
10-KSB do not reflect a change from the preceding year in any
accounting principles or practices or in the method of applying
any such principles or practices except as specified in the
financial statements.

This filing is being effected by direct transmission to the
Commission's EDGAR system.

Sincerely,

SCIENTIFIC INDUSTRIES, INC.

/s/ Helena R. Santos
____________________
Helena R. Santos
President, CEO
</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Mail Stop 0306

January 25, 2005

Via U.S. Mail

Ms. Helena R. Santos
Chief Executive Officer and
   Chief Financial Officer
Scientific Industries, Inc.
70 Orville Drive
Bohemia, New York  11716

	Re:	Scientific Industries
		Form 10-KSB for the fiscal year ended June 30, 2004
Forms 10-Q for the quarters ended September 30, 2004
      File No.  000-06658

Dear Ms. Santos:

      We have reviewed your filings and have the following
comments.
We have limited our review to only your financial statements and
related disclosures and will make no further review of your
documents.  Where indicated, we think you should revise your
documents 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.  In some of our comments, we may ask you to provide
us
with supplemental information so we may better understand your
disclosure.  After reviewing this information, we may or may not
raise additional comments.

	Please understand that the purpose of our review 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.

Form 10-KSB for the fiscal year ended June 30, 2004

Item 8A.  Controls and Procedures

1. Please revise your filing to include your principal executive
and
principal financial officer`s conclusions on the effectiveness of
your disclosure controls and procedures as defined by Rule 13a-
15(e)
of the Exchange Act, as required by Item 307 of Regulation S-B as
amended effective August 13, 2003.

2. Please revise your filing to include your conclusions
concerning
changes in your internal control over financial reporting to
indicate
whether there was any change in your internal control over
financial
reporting that occurred during the fourth quarter that has
materially
affected or is reasonably likely to materially affect your
internal
control over financial reporting, as required by Item 308(c) of
Regulation S-B as amended effective August 13, 2003.

Notes to Consolidated Financial Statements

Consolidated Statement of Shareholder`s Equity-Page F-4

3. We see your presentation of accumulated comprehensive income as
well as comprehensive income for the reporting periods presented.
Your current presentation can be confusing to investors since
comprehensive income for the reporting periods presented does not
include any changes and your accumulated comprehensive income
includes changes during the period.  Since you have chosen to
present
comprehensive income and accumulated comprehensive income in this
format, revise future filings to comply with the example exhibits
presented in Appendix B of SFAS 130.

Note 1.  Summary of Significant Accounting Policies

Revenue Recognition-Page F-6

4. We see that your sales are, in part, made through distributors
based upon Item 1.  Tell us supplementally and revise future
filings
to address the following:
a. Revise the note to describe how your policy meets each of the
criteria required to recognize revenue outlined in SAB Topic 13A.
b. Describe any significant terms of your arrangements with
distributors, including installation obligations, acceptance
criteria, unusual pricing or payment terms and return policies.
Please cite the accounting literature you relied upon.
c. Confirm to us that payment is not contingent on resale or any
other matter other than the passage of time, or disclose how these
arrangements impact the point at which you recognize the related
revenues.
d. Clarify why it is appropriate to recognize revenue upon
shipment.
Disclose whether your products are shipped FOB shipping point or
FOB
destination.
e. Clearly describe the accounting for any special arrangements
with
distributors such as price protection, rights of return and other
discounts, credits or special terms.

5. We see that your products are sold through distributors as
previously mentioned above. Tell us whether your arrangements with
these distributors or other parties ever include vendor
consideration
as described in EITF 01-09.  Describe the nature of, and your
accounting for, any consideration provided to vendors.

Inventories-Page F-6

6. Please tell us and revise future filings to disclose in more
detail how you value inventories, including your accounting method
for inventory reserves.

Note 10. Stock Options and Warrant-Pages F-16-F-17

7. Tell us and revise future filings to describe your accounting
policies related to options or warrants issued to non-employees
for
services.  Cite the specific accounting literature that you have
relied upon in your response.

Forms 10-QSB for the quarter ended September 30, 2004

General

8. Please revise your filing to include your principal executive
and
principal financial officer`s conclusions on the effectiveness of
your disclosure controls and procedures as defined by Rule 13a-
15(e)
of the Exchange Act, as required by 307 of Regulation S-B as
amended
effective August 13, 2003.

9. Please revise your filing to include your conclusions
concerning
changes in your internal control over financial reporting to
indicate
whether there was any change in your internal control over
financial
reporting that occurred during your most recent fiscal quarter
that
has materially affected or is reasonably likely to materially
affect
your internal control over financial reporting, as required by
Item
308(c) of Regulation S-B as amended effective August 13, 2003.

Exhibit 31. 1  Certification of Chief Executive Officer and Chief
Financial Officer pursuant to Section 302 of the Sarbanes-Oxley
Act
of 2002

10. We note that the certification filed as Exhibits 31.1was not
in
the proper form. The required certifications must be in the exact
form prescribed; the wording of the required certifications may
not
be changed in any respect, except for the modifications
temporarily
permitted to be made to the fourth paragraph of the certification
required to be filed as Exhibit 31.1 pursuant to Part III.E of
Release No. 8238. Accordingly, please file an amendment to your
Form
10-QSB that includes the entire filing together with the
certifications of each of your current CEO and CFO in the form
currently set forth in Item 601(b)(31) of Regulation S-B.

*    *    *    *

      As appropriate, please amend your June 30, 2004 Form 10-K
and
September 30, 2005 Form 10Q and respond to these comments within
10
business days or tell us when you will provide us with a response.
You may wish to provide us with marked copies of the amendment to
expedite our review. Please furnish a cover letter with your
amendment that keys your responses to our comments and provides
any
requested supplemental information.  Detailed cover letters
greatly
facilitate our review.  Please file your cover letter on EDGAR.
Please understand that we may have additional comments after
reviewing your amendment and responses to our comments.

      You may contact Tara Harkins, Staff Accountant, at (202)
824-
5496 or me at (202) 942-2813 if you have questions.  In this
regard,
do not hesitate to contact Martin James, the Senior Assistant
Chief
Accountant, at (202) 942-1984.

							Sincerely,

							Daniel L. Gordon
							Branch Chief

??

??

??

??

Ms. Helena R. Santos
Scientific Industries, Inc.
January 25, 2005
Page 1

</TEXT>
</DOCUMENT>