[BACTERIN
LETTERHEAD]
October
4, 2010
VIA FEDERAL EXPRESS AND
EDGAR
Securities
and Exchange Commission
Division
of Corporation Finance
100 F
Street, N.E.
Washington,
D.C. 20549-3030
| Attention: | Lisa Sellars | |
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Re:
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Bacterin
International Holdings, Inc.
Item
4.01 Form 8-K
Filed
September 24, 2010
File
No. 333-158426
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Dear
Ladies and Gentlemen:
This
letter responds to comments on the above-referenced filing by Bacterin
International Holdings, Inc., a Delaware corporation (the “Company”), provided
by the staff (the “Staff”) of the Securities and Exchange Commission (the
“Commission”) by letter dated September 28, 2010. The Company's
responses to the Staff's comments are indicated below, directly following a
restatement of each comment in bold, italicized type.
Item 4.01 Form 8-K Filed
September 24, 2010
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1.
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SEC
Comment: Please revise paragraph
(a)(ii) to disclose whether Uniack’s reports on the financial statements
for either of the years ended December 31, 2008 and 2009 contained an
adverse opinion or a disclaimer of opinion or were qualified or modified
as to uncertainty, audit scope, or accounting principles and describe the
nature of each such adverse opinion, disclaimer of opinion, modification,
or qualification. Refer to paragraph (a)(1)(ii) of Item 304 of
Regulation S-K. In this regard, we note that Uniack’s report on
your financial statements for the year ended December 31, 2008 contained
an explanatory paragraph regarding your ability to continue as a going
concern.
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Company
Response: In response
to the Staff’s comment, the Company has revised paragraph (a)(ii) in
Amendment No. 1 to the Current Report on Form 8-K filed with the
Commission on the date hereof to provide the following
disclosure:
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Uniack’s
report on the Company’s financial statements for the fiscal year ended December
31, 2008 contained a modified opinion on the uncertainty of the Company to
continue as a going concern because of the Company’s reliance on loans and
advances from related parties to meet its liquidity needs, but did not contain
an adverse opinion or a disclaimer of opinion and was not qualified or modified
as to audit scope or accounting principles. Uniack’s report on the
Company’s financial statements for the fiscal year ended December 31, 2009 did
not contain an adverse opinion or a disclaimer of opinion and was not qualified
or modified as to uncertainty, audit scope or accounting
principles.
Securities
and Exchange Commission
Division
of Corporation Finance
Page
2
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2.
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SEC
Comment: Please file
an updated letter from Uniack as an exhibit to the amendment filed in
response to our comments in accordance with Items 304(a)(3) and 601(b)(16)
of Regulation S-K.
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Company
Response: In response to the Staff’s comment, the Company has
filed an updated letter from Uniack as Exhibit 16.1(a) to Amendment No. 1 to the
Current Report on Form 8-K filed with the Commission on the date hereof in
response to the additional disclosure provided in response to Comment No. 1
above.
***
The
Company understands that the purpose of the Staff’s review is to assist the
Company in its compliance with applicable disclosure requirements and to enhance
the overall disclosure in its filings with the Commission. The
Company hereby acknowledges that:
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·
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the
Company is responsible for the adequacy and accuracy of the disclosure in
the filing;
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·
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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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·
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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.
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The
Company further acknowledges that the Staff may have additional comments after
reviewing the Company’s response to the Staff’s comment.
If you
have any questions regarding this response, please do not hesitate to contact me
directly at (406) 388-0480.
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Sincerely,
/s/
John P. Gandolfo
John
P. Gandolfo
Chief
Financial Officer
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