JULIE M. KAUFER
310.728.3313/fax:
310.728.2313
jkaufer@akingump.com
December 23, 2004
VIA EDGAR AND OVERNIGHT DELIVERY
Jay S. Mumford, Esq.
Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549-0306
Re: Universal Detection Technology
Amendment No.2 to Registration Statement on Form SB-2 filed on
November 5, 2004
File No. 333-117859
Dear Mr. Mumford:
On behalf of Universal Detection Technology, a California corporation, we
hereby respond to the comment letter of the Securities and Exchange Commission
dated November 16, 2004. In our letter, we refer to Universal Detection
Technology as the "COMPANY," to Amendment No. 3 to the Registration Statement as
the "REGISTRATION STATEMENT," to the Securities and Exchange Commission as the
"COMMISSION," to the Staff of the Commission as the "STAFF," and to the
Securities Act of 1933, as amended, as the "ACT." Paragraph numbering used for
each response set forth below corresponds to the paragraph numbering used in the
Staff's letter. The references to page numbers of the Registration Statement are
references to the pages of the marked version of the Registration Statement, a
copy of which we have enclosed.
SUMMARY
1. WE NOTE YOUR ADDITIONAL DISCLOSURE ABOUT YOUR JPL ARRANGEMENT. EXPLAIN WHAT
TASKS JPL NEEDS TO COMPLETE IN ORDER TO HAVE A COMMERCIALLY VIABLE PRODUCT.
JPL's research and development efforts are complete with respect to the
development of a functional and viable product. The continuing development
efforts in which JPL is engaged are designed to enhance our product. We expect
that JPL, or another reputable party that we select, will regularly engage in
research and development efforts to continue to refine and make advancements to
the Anthrax Smoke Detector on an ongoing basis. Ongoing research and development
is a characteristic of our business, similar to most any product design and
manufacturing business. We expect that our continued research and development
efforts will result in a next generation of Anthrax Smoke Detector that may be
more sensitive and accurate
Jay S. Mumford, Esq.
December 23, 2004
Page 2
than our existing model. However, our existing product currently is fully
functional to serve its intended purpose and the efforts by JPL are solely to
improve our product.
The Company has revised its disclosure to make the foregoing clear. Please
refer to page 1 of the Registration Statement.
2. WE NOTE YOU HAVE ENTERED INTO A CONTRACT TO SELL YOUR PRODUCT. PLEASE
DISCLOSE ADDITIONAL DETAILS ABOUT THE NATURE OF THE AGREEMENT. PLEASE
DISCLOSE WHEN YOU EXPECT TO DELIVER THE PRODUCT, IN LIGHT OF THE FACT THAT
JPL WILL NOT HAVE COMPLETED ITS RESEARCH UNTIL FIRST QUARTER 2005.
The Company has complied with the Staff's comment and disclosed all of the
material terms of the purchase order with Secure Wrap as well as the expected
shipment date. Please refer to page 1 of the Registration Statement.
Please refer to our response to Comment No. 1 with respect to the status
of JPL's research.
PLAN OF OPERATION - PAGE 12
3. WE NOTE YOUR DISCLOSURE ABOUT MARKETING YOUR PRODUCT WHILE YOU ENGAGE IN
FIELD TESTING AND IT APPEARS YOU MAY BE SELLING YOUR PRODUCTS PRIOR TO
COMPLETION OF TESTING. PLEASE DISCUSS ANY POTENTIAL LIABILITY OR OTHER
RISKS ASSOCIATED WITH SUCH A STRATEGY.
As noted in response to Comment No. 1, the necessary research and
development efforts, which involve extensive laboratory testing, are complete
with respect to the development of a functional and viable product, and that we
continue to engage in ongoing research and development efforts to enhance our
product. Similarly, we believe that the field testing in which we plan to engage
will help us observe the performance of our product in an environment outside of
the laboratory, which may provide results that will enable us to refine our
product further. However, as we noted earlier, we believe our product is fully
functional for its stated purpose, and we hope that the field testing will
assist us in designing enhancements to our product.
As discussed in the Registration Statement, our product is designed to
detect an increase in spore count, whether anthrax or benign. Upon detection of
a significant increase in spore count, our device is triggered and the sample
collected is tested. Consequently, a false positive occurs if our device is
triggered, indicating an increase in spore count, when in fact there was no such
increase. We believe the device currently is fully functional, and the field
testing is designed to help us fine tune the device. Consequently, the Company
does not believe that there
Jay S. Mumford, Esq.
December 23, 2004
Page 3
is any material increased risks of false positives, or malfunctions of the
product, associated with commencing sales prior to the completion of field
testing of the product.
The Company has revised its disclosure to make the foregoing clear. Please
refer to pages 12 and 13 of the Registration Statement.
4. YOU STATE ON PAGE 14 THAT YOU RECENTLY AMENDED THE TERMS OF MOST OF YOUR
OUTSTANDING DEBT, YET YOU HAVE NOT FILED ANY NEW AMENDED AGREEMENTS. PLEASE
FILE SUCH AMENDMENTS AND UPDATE ANY DISCLOSURE REGARDING THE LOANS AND
CURRENT DEFAULTS.
The Company notes the Staff's comment. The disclosure in Amendment No. 2 to
the Registration Statement, filed on November 5, 2004 reflects the terms of each
note, as amended, in the Liquidity and Capital Resources Section. There have
been no revisions to any of the terms of these notes, other than as have been
disclosed.
The Company has filed the amendments as Exhibits 10.19, 10.20 and 10.21 to
the Registration Statement.
5. WE NOTE YOUR REVISED DISCLOSURE IN RESPONSE TO OUR PRIOR COMMENT 6. WE DO
NOT SEE WHERE YOU DISCUSSED THE LIKELIHOOD THAT YOUR PRODUCT WILL PRODUCE
FALSE POSITIVES FOR ANTHRAX WHENEVER CONCENTRATIONS OF OTHER TYPES OF
BACTERIAL SPORES, INCLUDING BENIGN ONES, ARE DETECTED IN THE AIR. PLEASE
PROVIDE SUCH DISCLOSURE.
The Company has complied with the Staff's comment. Please refer to page
21 and page 23 of the Registration Statement.
BUSINESS - PAGE 13
6. WE NOTE YOUR ADDITIONAL DISCLOSURE ON PAGE 13. PLEASE BALANCE THE
STATEMENTS YOU MAKE IN THIS PARAGRAPH, INCLUDING HAVING BEEN IN BUSINESS
OVER 20 YEARS AND RECOGNIZING REVENUE IN 2000 AND 2001, WITH DETAILS ABOUT
CONSISTENTLY HAVING SIGNIFICANT LOSSES. WE MAY HAVE FURTHER COMMENT AFTER
WE SEE THE REVISED LANGUAGE.
The Company has complied with the Staff's comment. Please refer to page 19
of the Registration Statement.
Jay S. Mumford, Esq.
December 23, 2004
Page 4
7. WE NOTE YOUR REVISED DISCLOSURE IN RESPONSE TO OUR PRIOR COMMENT 11. WE DO
NOT SEE DISCLOSURE ABOUT POTENTIAL PROBLEMS WITH THE TECHNOLOGY, INCLUDING
FALSE POSITIVES AND NON-DETECTION. PLEASE PROVIDE SUCH DISCLOSURE.
The Company has complied with the Staff's comment. Please refer to page
21 and page 23 of the Registration Statement.
8. PLEASE CLEARLY STATE THAT AN ADDITIONAL ANTHRAX TEST WOULD BE REQUIRED TO
DETECT ANTHRAX AFTER YOUR PRODUCT DETECTED AN INCREASE IN SPORES IN THE
AREA.
The Company has complied with the Staff's comment. Please refer to page
21 and page 23 of the Registration Statement.
FINANCIAL STATEMENTS
GENERAL
9. PLEASE UPDATE THE FINANCIAL STATEMENTS AS REQUIRED BY ITEM 310 TO
REGULATION S-B.
The Company has complied with the Staff's comment. Please refer to pages
F-1 through F-43 of the Registration Statement.
NOTE 1, GOING CONCERN AND MANAGEMENT'S PLANS
10. PLEASE REMOVE THE LABEL "UNAUDITED." THIS FOOTNOTE IS REQUIRED BY GAAP AND
THE INFORMATION THEREIN SHOULD BE AUDITED TO THE EXTENT RELEVANT TO THE
PERIOD COVERED BY THE AUDIT REPORT. ACCORDINGLY, IT IS NOT APPROPRIATE TO
LABEL THE ENTIRE FOOTNOTE "UNAUDITED."
The Company has complied with the Staff's comment. Please refer to page
F-11 of the Registration Statement.
EXHIBITS
11. PLEASE FILE AS AN EXHIBIT THE AGREEMENT WITH SECURE WRAP.
As disclosed in the Registration Statement, the purchase order from Secure
Wrap is contingent on its acceptance of the first product shipped, which we
expect to ship in the first quarter of 2005. The Company does not believe that
the purchase order constitutes a material agreement at this date in light of the
contingency in the agreement (relating to an obligation to
Jay S. Mumford, Esq.
December 23, 2004
Page 5
purchase any devices) which is controlled entirely by Secure Wrap. We
respectfully request that the filing of the purchase order occur when and if the
product is accepted by Secure Wrap.
The Company has complied with the Staff's comment. Please refer to Exhibit
10.20 of the Registration Statement.
If you have questions or require any additional information or documents,
please do not hesitate to contact me at (310) 728-3313.
Very truly yours,
/s/ Julie M. Kaufer
-------------------------
Julie M. Kaufer
Enclosure