Mail Stop 0306
March 30, 2005
Via Facsimile and U.S. Mail
Marvin A Sackner, M.D.
Chief Executive Officer
Non-Invasive Monitoring Systems, Inc.
1666 Kennedy Causeway Avenue
Suite 400
North Bay Village, FL 33141
Re: Non-Invasive Monitoring Systems, Inc.
Form 10-KSB for the fiscal year ended July 31, 2004
Filed October 29, 2004
File No. 0-13176
Dear Mr. Sackner:
We have reviewed your filing 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
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. 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 comment or on any other
aspects
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 July 31, 2004
Item 14. Controls and Procedures - Page 22
1. We note your disclosure that your principal executive officer
and
principal financial officer have evaluated your disclosure
controls
and procedures as of a date within 90 days before the filing date
of
your annual report. Please amend your filing to disclose
management`s conclusion regarding the effectiveness of your
disclosure controls and procedures as of the end of the period
covered by the annual report. Refer to Item 307 of Regulation S-K
and Part III.F of Management`s Reports on Internal Control Over
Financial Reporting and Certification of Disclosure in Exchange
Act
Periodic Reports, Release No. 33-8238, available on our website at
www.sec.gov/rules/final/33-8238.htm. Please note this comment
also
applies to your Form 10-QSB as of October 31, 2004.
2. We note your statement that the chief executive officer and
company comptroller have "determined" that the company`s
disclosure
controls and procedures are "designed to ensure that material
information relating to the Company is made known to them,
particularly during the period in which this Form 10-KSB was being
prepared." It does not appear that your certifying officers have
concluded that your disclosure controls and procedures are
effective.
Please revise to address your officers` conclusions regarding the
effectiveness of your disclosure controls and procedures. In
addition, please note that the definition of disclosure controls
and
procedures is included in Rule 13a-15(e) of the Exchange Act. If
you
wish to include the definition with your conclusion, please ensure
the definition is consistent with the definition included in Rule
13a-15(e) of the Exchange Act. Please note this comment also
applies
to your Form 10-QSB as of October 31, 2004.
3. We note your disclosure that "there have been no significant
changes in the Company`s internal controls or in other factors
that
could significantly affect internal controls subsequent to the
date
of their evaluation." Revise to state clearly if there were any
changes in your internal control over financial reporting that
occurred during the most recent quarter that have materially
affected, or are reasonably likely to materially affect, your
internal control over financial reporting. Please note this
comment
also applies to your Form 10-QSB as of October 31, 2004.
Exhibit 31 - Certificates of the Chief Executive Officer and Chief
Accounting Officer
4. We note that the certifications filed as Exhibit 31.1 and
Exhibit
31.2 are 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
amendments to your Forms 10-KSB and 10-QSB that include the entire
filings together with the certifications of your current CEO and
acting CFO in the form currently set forth in Item 601(b)(31) of
Regulation S-B.
* * * * * * * *
As appropriate, please amend your July 31, 2004 Form 10-K
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.
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.
You may contact Kevin Vaughn, Staff Accountant, at (202)
824-
5387 or me at (202) 942-2861 if you have questions regarding these
comments. In this regard, do not hesitate to contact Daniel
Gordon,
the Branch Chief, at (202) 942-2813.
Sincerely,
Kate Tillan
Reviewing Accountant
??
??
??
??
Marvin A. Sackner, M.D.
Non-Invasive Monitoring Systems, Inc.
March 30, 2005
Page 1