Graymark Healthcare, Inc.
210 Park Avenue, Ste. 1350
Oklahoma City, Oklahoma 73102
June 10, 2011
By EDGAR
Jeffrey Riedler
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
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Re: |
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Graymark Healthcare, Inc.
Registration Statement on Form S-1
File No. 333-164232 |
Dear Mr. Riedler:
Pursuant to Rule 461 under the Securities Act of 1933, the undersigned registrant (the
Registrant) hereby respectfully requests that the above-referenced Registration Statement on Form
S-1 be declared effective at 4:00 p.m. (Washington, D.C. time) on Tuesday June 14, 2011, or as soon
as practicable thereafter. An oral request for acceleration of effectiveness may be made in the
future. The Registrant is aware of its obligations under the Securities Act of 1933, as amended,
and the Securities Exchange Act of 1934, as amended.
In connection with the Registrants request for acceleration of effectiveness of the
above-referenced Registration Statement on Form S-1, the Registrant acknowledges that:
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should the Securities and Exchange Commission (the SEC) or the staff, acting
pursuant to delegated authority, declare the filing effective, it does not foreclose
the SEC from taking any action with respect to the filing; |
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the action of the SEC or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the Registrant from its full
responsibility for the adequacy and accuracy of the disclosure in the filing; and |
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the Registrant may not assert the declaration of effectiveness as a defense in any
proceeding initiated by the SEC or any person under the federal securities laws of the
United States. |
If you have any questions regarding this request, please contact Robert Puopolo of our outside
counsel, Greenberg Traurig, LLP at (617) 310-6033.
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Sincerely,
Graymark Healthcare, Inc.
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By: |
/s/ Stanton Nelson
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Name: |
Stanton Nelson |
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Title: |
Chief Executive Officer |
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cc: Michael Rosenthall, Securities and Exchange Commission