Mail Stop 0306
April 5, 2005
Via U.S. Mail
Ms. Helena R. Santos
Chief Executive Officer and
Chief Financial Officer
Scientific Industries, Inc.
70 Orville Drive
Bohemia, New York 11716
Re: Scientific Industries
Form 10-KSB for the fiscal year ended June 30, 2004
Forms 10-QSB for the quarters ended December 31, 2004
File No. 000-06658
Dear Ms. Santos:
We have reviewed your response dated March 10, 2005 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 documents 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 comments or on any other
aspect
of our review. Feel free to call us at the telephone numbers
listed
at the end of this letter.
Response Letter Dated March 10, 2005
1. Please file your response letter dated March 10, 2005 and any
attachments on EDGAR as correspondence.
Amendment 1 to Form 10-KSB for the fiscal year ended June 30, 2004
Item 8a. Controls and Procedures
2. We note your disclosure that "the Chief Executive Officer and
Chief Financial Officer, has concluded that the Company`s
disclosure
controls and procedures are effective to ensure that information
required to be disclosed by the Company is its Exchange Act
reports
is recorded, processed, summarized and reported within the
applicable
time periods specified by the SEC`s rules and forms." Revise
future
filings to clarify, if true, that your officers concluded that
your
disclosure controls and procedures are also effective to ensure
that
information required to be disclosed in the reports that you file
or
submit under the Exchange Act is accumulated and communicated to
your
management, including your chief executive officer and chief
financial officer, to allow timely decisions regarding required
disclosure. For reference see Exchange Act Rule 13a-15(e).
Form 10-QSB for the quarter ended December 31, 2004
General
3. Please revise your filing to include your principal executive
and
principal financial officer`s conclusions on the effectiveness of
your disclosure controls and procedures as defined by Rule 13a-
15(e)
of the Exchange Act, as required by 307 of Regulation S-B as
amended
effective August 13, 2003.
4. Please revise your filing to include your conclusions
concerning
changes in your internal control over financial reporting to
indicate
whether there was any change in your internal control over
financial
reporting that occurred during your most recent fiscal quarter
that
has materially affected or is reasonably likely to materially
affect
your internal control over financial reporting, as required by
Item
308(c) of Regulation S-B as amended effective August 13, 2003.
Exhibit 31. 1 Certification of Chief Executive Officer and Chief
Financial Officer pursuant to Section 302 of the Sarbanes-Oxley
Act
of 2002
5. We note that the certification filed as Exhibits 31.1was 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 an amendment to your
Form
10-QSB that includes the entire filing together with the
certifications of each of your current CEO and CFO in the form
currently set forth in Item 601(b)(31) of Regulation S-B.
* * * *
As appropriate, please amend your December 31, 2004 Form 10Q
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.
You may contact Tara Harkins, Staff Accountant, at (202)
824-
5496 or me at (202) 942-2813 if you have questions. In this
regard,
do not hesitate to contact Martin James, the Senior Assistant
Chief
Accountant, at (202) 942-1984.
Sincerely,
Daniel L. Gordon
Branch Chief
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Ms. Helena R. Santos
Scientific Industries, Inc.
April 5, 2005
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