MedPro Safety Products, Inc.
145 Rose Street
Lexington, KY 40507
859-225-5375
December 13, 2011
Jeffrey Jaramillo
Accounting Branch Chief
United States Securities and Exchange Commission
Washington, D.C. 20549
Attention: Dennis Hult
Staff Accountant
RE: MedPro Safety Products, Inc. ("MedPro")
Form 10-K for the Fiscal Year Ended December 31, 2010
Filed March 29, 2011
Form 10-Q for the Fiscal Quarter Ended September 30, 2011
Filed November 7, 2011
File No. 000-52077
Response to Comment Letter Dated November 30, 2011
Regarding required Forms 10-Q/A for the Fiscal Quarters Ended:
March 31, 2011
June 30, 2011
September 30, 2011
Dear Mr. Jaramillo:
We have reviewed the comment letter from the Commission's accounting staff dated November 30, 2011, as described above, and have prepared and filed Forms 10-Q/A to amend MedPro's Quarterly Reports on Form 10-Q for the fiscal quarters ending March 31, June 30 and September 30, 2011, respectively.
On behalf of MedPro, we hereby submit the following responses to the comments in the letter. Where appropriate, we refer to specific sections and pages of Amendment No. 1 to the 10-Q/A (the “Amendment”) where changes have been made in response to the comments.
Form 10Q for the Fiscal Quarter Ended September 30, 2011
Exhibit 32
Comment:
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| 1. | The certifications required by Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350) must be signed by an issuer's principal executive and principal financial officers. The certifications furnished here and in your prior Form 10-Q filings however, are signed by the corporation. Accordingly, please amend your Form 10-Q to include the required certifications signed by the principal executive and principal financial officers. Refer to Exchange Act Rule 13a-14b. This comment also refers to your Forms 10-Q for the periods ended March 31, 2011 and June 30, 2011. |
Response:
We have filed Amendments to the three Forms10-Q/A with revised Exhibits 32.1 and 32.2 to
eliminate the reference to “MedPro Safety Products, Inc.” above the signature lines so that the
furnished certifications are made by the issuer's principal executive and principal financial
officers, individually.
In addition, the Company has furnished revised Exhibits 31.2 with the Amendment to its March
31, 2011 and June 30, 2011 Form 10-Q to correct the Chief Financial Officer's title in the heading
of the Exhibit and the body of the certifications.
The Company acknowledges:
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| • | the Company is responsible for the adequacy and accuracy of the disclosure in the |
filing;
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| • | 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
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| • | 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.
Please call me (telephone 859-977-4701) if you have any questions.
Sincerely,
MedPro Safety Products, Inc.
By: /s/ Marc T. Ray
Marc T. Ray
Vice President of Finance and Chief Financial Officer
