March 2, 2007
Mr. Russell Mancuso
Branch Chief
United States Securities and Exchange Commission
Division of Corporation Finance
Mail Stop 6010
Washington, D.C. 20549
Re: |
| Vision-Sciences, Inc. |
|
| Revised Preliminary Proxy Materials |
|
| Filed February 20, 2007 |
|
| File No. 0-20970 |
Dear Mr. Mancuso:
This letter supplements and amends the information we sent to you in the letters dated February 20, 2007 (the “Original Letter”) and February 26, 2007, which was in response to your letters dated February 9, 2007 and February 27, 2007, respectively, to Ron Hadani, Chief Executive Officer of Vision-Sciences, Inc. (“we,” “our” or the “Company”). We appreciate and share in the Staff’s objective to enhance the overall disclosure of our filings.
For your convenience, your comments are set forth below, followed by our responses.
Special Factors Regarding the Transaction, page 16
1. Update to disclose the revenue derived from the products being sold through December 31, 2006. Reconcile the disclosure with ENT revenue in your Form 10-K and your Form 10-Q for relevant periods.
Vision-Sciences, Inc.
40 Ramland Road South
Orangeburg, NY 10962
(845) 365-0600 phone
(845) 365-0620 fax
Company Response
We have amended the Proxy Statement to incorporate the information requested. We will provide a marked copy of the revised Proxy Statement to you supplementally.
2. In addition to providing revenue amounts for the products being sold, disclose how these products contributed to your profitability over the periods and what impact the sale will have on future.
Company Response
We have amended the Proxy Statement to incorporate the information requested. We will provide a marked copy of the revised Proxy Statement to you supplementally.
In connection with our responses to your comments outlined above, the Company acknowledges the following:
· the Company is responsible for the adequacy and accuracy of the disclosure in 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 filings; 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.
We welcome the opportunity to discuss any aspect of this letter with you further.
Sincerely,
/s/ Yoav M. Cohen
Yoav M. Cohen
Vice President
Chief Financial Officer