July
7,
2005
SENT
VIA
EDGAR
Mr.
John
Cash
Accounting
Branch Chief
United
States Securities and Exchange Commission
Division
of Corporation of Finance
Washington,
D.C. 20549
Re:
The Female Health Company Form 10-KSB for the year ended September 30,
2004
File No. 1-13602
Dear
Mr.
Cash:
The
following is the response of the Female Health Company (the “Company”) to the
comment in the letter of the staff of the Securities and Exchange Commission
dated June 23, 2005 relating to the Company’s Form 10-KSB for the year ended
September 30, 2004. For reference purposes, the text of the staff’s comment
letter has been reproduced below together with the Company's response to the
comment.
Form
10-KSB for the Year Ended September 30, 2004
Note
1. Nature of Business and Significant Accounting Policies - Earnings
per
Share
Comment
No. 1
We
note
your response to our prior comment three and your revised disclosure in the
Form
10-Q for the period ended March 31, 2005. However, in situations in which the
computation of diluted EPS would have an anti-dilutive effect on earnings per
share, the diluted weighted average common shares outstanding on the face of
the
income statement should be the same number as the basic weighted average shares
outstanding. Further, the number of incremental shares issuable upon conversion
of your convertible preferred stock or convertible debt and the exercise of
stock options and warrants that were not included in the diluted earnings per
share because their effect would be anti-dilutive should be disclosed in a
footnote to the financial statements. Reference paragraphs 38 and 40c of SFAS
128. Please revise as appropriate.
Response
to Comment No. 1
As
a
result of the Company’s computation of diluted EPS having an anti-dilutive
effect on earnings per share, the diluted weighted average common shares
outstanding on the face of the income statement has the same number as the
basic
weighted average common shares outstanding in the Company's Form 10-KSB for
the
year ended September 30, 2004.
Mr.
John
Cash
Accounting
Branch Chief
July
7,
2005
Page
2
We
note
that our revised disclosure in the Form 10-QSB for the period ended March 31,
2005 was not consistent with your previous comment three. We
will
prepare future filings in a manner that is consistent with your comment.
Therefore, beginning with the Company’s Form 10-QSB for the quarterly period
ended June 30, 2005, the Company will disclose the number of incremental shares
issuable upon conversion of the Company’s convertible preferred stock,
convertible debt and the exercise of stock options and warrants that are not
included in diluted earnings per share because their effect would be
anti-dilutive, in a footnote to the financial statements in accordance with
paragraphs 38 and 40c of SFAS 128.
Please
contact me at (916) 773-1573 if you have any further questions on any responses
to your comments.
Best
regards,
The
Female Health Company
/s/
Robert R. Zic
Robert
R.
Zic
Principal
Accounting Officer