DEVEREUX MURPHYLLC
ATTORNEYS AT LAW
190 CARONDELET PLAZA
SUITE 1100
ST. LOUIS, MISSOURI 63105
THOMAS A. A. COOK Of Counsel | TEL: (314) 721-1516 FAX: (314) 721-4434 TCook@devereuxmurphy.com |
June 30, 2006
Via EDGAR
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Attn: | Peggy A. Fisher, Assistant Director | |
Division of Corporate Finance |
| Re: | DDS Technologies USA, Inc. |
Pre-Effective Amendment No. 1 to Registration Statement on Form SB-2
File No. 333-131909
Dear Ms. Fisher:
We are writing this letter on behalf of DDS Technologies USA, Inc., a Nevada corporation (“DDS” or the “Company”), in response to the comment letter of the staff of the Division of Corporation Finance of the Securities and Exchange Commission dated March 1, 2006 regarding the above-captioned Registration Statement. Transmitted via EDGAR for filing herewith under the Securities Act of 1933, as amended, is Pre-Effective Amendment No. 1 to the Registration Statement, with certain exhibits. As discussed with Mr. Donald C. Hunt, Pre-Effective Amendment No. 1 has not been marked to show the changes, which are extensive and beyond the scope of the staff’s only comment.
Pre-Effective Amendment No. 1 includes changes made to the Registration Statement in response to the staff’s comment letter, specifically to include updated financial information. The updated financial information includes annual financial information as of December 31, 2005 (which was the subject of the staff’s comment letter), and quarterly financial information as of March 31, 2006. Further, Pre-Effective Amendment No. 1 includes additional shares to be registered for which an additional fee has been paid (the original fee has also been re-calculated). Last, pursuant to Rule 429 under the Securities Act, the prospectus contained in Pre-Effective Amendment No. 1 is a combined prospectus and, thus, also constitutes Post-Effective Amendment No. 1 to DDS’ Registration Statement on Form SB-2 (file no. 333-124852) and Post-Effective Amendment No. 1 to DDS’ Registration Statement on Form SB-2 (file no. 333-129112).
After this Registration Statement (file no. 333-131909) is declared effective, DDS intends to file a Post-Effective Amendment No. 2 to Registration Statement on Form SB-2 (file no. 333-124852) to amend Part II thereof by updating Item 26 (Recent Sales of Unregistered Securities), Item 27 (Exhibits) and Item 28 (Undertakings). After that Post-Effective Amendment No. 2 is declared effective, DDS intends to file Post-Effective Amendment No. 2 to DDS’ Registration Statement on Form SB-2 (file no. 333-129112) to amend Part II thereof in the same manner.
We appreciate your prompt review of the Registration Statement and look forward to hearing from you with respect to this Pre-Effective Amendment No. 1. If you require any additional information, please let us know at your earliest convenience.
Very truly yours, |
/s/ Thomas A. A. Cook |
Thomas A. A. Cook |
| cc: | Spencer L. Sterling, DDS Chairman, President and CEO |
Joseph N. Fasciglione, DDS CFO
