CORRESP 1 filename1.htm

Feder, Kaszovitz, Isaacson, Weber, Skala, Bass & Rhine, LLP
International Plaza
750 Lexington Avenue
New York, NY 10022-1200
Tel. (212) 888-8200
Fax. (212) 888-7776



February 13, 2008



U.S. Securities & Exchange Commission
Division of Corporate Finance
M.S. 6010
Washington, DC 20549
 
Attn: Russell Mancuso, Branch Chief
 
 
RE:
Forticell BioScience, Inc. (formerly known as Ortec International, Inc.)
   
Amendment No. 6 to Form SB-2
   
Filed February 12, 2008
   
File No. 333-146142

Gentlepersons:

1.  
Please provide us your analysis that supports your conclusions in your response to prior comment 4 as it applies to each selling shareholder in the table beginning on page 38. We note, for example, that given the number of your shares registered on Form S-2 file no. 333-124773 for sale by SDS Capital, the analysis required by prior comment 4 would seem to indicate that no additional shares would be included for that selling shareholder in the current registration statement; however, your response to prior comment 4 and the disclosure in your prospectus appears to indicate that you are registering additional shares for sale by SDS Capital.

Response:

We have recalculated the number of shares that we can register for each of the six Selling Stockholders referred to in our February 12, 2008 letter. In our analysis we have used as the maximum number of registrable shares any Selling Stockholder (or group) could register in this registration statement and in prior registration statements is 10% of Forticell’s common shares outstanding held by non-affiliates (1,131,210 shares).

No reduction has to be made in the number of shares registered for any other Selling Stockholder because of shares registered for such Selling Stockholder in previous registration statement.

U.S. Securities & Exchange Commission
February 13, 2008
Page 2
 
 
 

 
Jason Adelman

Total permitted (one half of 1,131,210 shares because he and
Michael Liss constitute a group)
  
 
565,605
Less - registered in previous registration statements
for Jason Adelman
for CGA Resource LLC (an affiliate of Mr. Adelman)
 
343,085
74,208
  
 
417,293
417,293
Additional shares that may be registered
  
148,312
Plus shares previously registered and continued to be registered as a result of this registration statement being an amendment to prior registration statements - common shares
  
 
 
269,353
 
Total to be listed in this prospectus
  
 
417,665


Matthew Balk

Total permitted to be registered
 
  
1,131,210
Less - registered in previous registration statements
  
62,566
 
Additional shares that may be registered
  
 
1,068,644
 
Plus shares previously registered and continued to be registered as a result of this registration statement being an amendment to prior registration statements - shares underlying Series B-1, EPA, F and FPA warrants
  
 
 
 
 
45,772
 
Total to be listed in this prospectus
  
 
1,114,416
 
U.S. Securities & Exchange Commission
February 13, 2008
Page 3
 
 
 
Michael Liss

Total permitted to be registered (one half of 1,131,210 because he
and Jason Adelman are a group)
 
  
 
565,605
Less - registered in previous registration statements
  
31,055
 
Additional shares that may be registered
  
 
534,550
 
Plus shares previously registered and continued to be registered as a result of this registration statement being an amendment to prior registration statements - shares underlying Series C and F warrants
  
 
 
 
 
5,707
 
Total to be listed in this prospectus
  
 
540,257


SDS Capital Group SPC, Ltd.

Total permitted to be registered
  
1,131,210
Less - registered in previous registration statements
  
1,022,742
 
Additional shares that may be registered
  
 
108,468
 
Plus shares previously registered and continued to be registered as a result of this registration statement being an amendment to prior registration statements - shares underlying Series E and F warrants
  
 
 
 
 
342,507
 
Total to be listed in this prospectus
  
 
450,975

U.S. Securities & Exchange Commission
February 13, 2008
Page 4
 

 
SXJE LLC

Total permitted to be registered
  
1,131,210
Less - registered in previous registration statements
  
75,439
 
Additional shares that may be registered
  
 
1,055,771
 
Plus shares previously registered and continued to be registered as a result of this registration statement being an amendment to prior registration statements - shares underlying Series F warrants
  
 
 
 
 
10,934
 
Total to be listed in this prospectus
  
 
1,066,705


The four Visium funds (as one group)

Total permitted to be registered
  
1,131,210
Less - registered in previous registration statements
  
1,120,002
 
Additional shares that may be registered
  
 
11,208
 
Plus shares previously registered and continued to be registered as a result of this registration statement being an amendment to prior registration statements - common shares
  
 
 
 
560,002
 
Total to be listed in this prospectus
  
 
571,210


Amendment no. 7 to Forticell’s registration statement makes the changes in the number of registered shares as set forth above.

U.S. Securities & Exchange Commission
February 13, 2008
Page 5
 

 
2.  
Please revise your document to reflect the revisions mentioned in your February 12, 2008 fax to us.

Response:

Amendment no. 7 to the registration statement reflects the changes mentioned in our February 12, 2008 fax to you.

Yours very truly,


/s/ Gabriel Kaszovitz 
Gabriel Kaszovitz
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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