Published on May 27, 2009
Visualant,
Incorporated
500 Union
Street, Suite 406
Seattle,
Washington 98101
May 26,
2009
Mr. Eric
Atallah
Reviewing
Accountant
U.S.
Securities and Exchange Commission
Division
of Corporate Finance
450 Fifth
Street, NW
Washington,
D.C. 20549
|
Re:
|
Visualant,
Incorporated
Form
10-KSB for Fiscal Year Ended September 30, 2008
Filed
on January 13, 2009
File
No. 000-30262
|
Dear Mr.
Atallah,
Please
find our response to your comments dated May 6, 2009 on the Form 10-KSB for the
Fiscal Year Ended September 30, 2008 filed by Visualant, Inc. (the
“Company”). In connection with our response, the Company acknowledges
that: (i) the Company is responsible for the adequacy and accuracy of the
disclosures in the filing; (ii) 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 (iii) 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.
Please
find below the comments enumerated in your letter and the Company’s response to
each.
Form 10-KSB for the Fiscal
Year Ended September 30, 2008
Item 8A. Controls
and Procedures, page 11
Comment (1) - We note your
response to our prior comments 1 and 2 that your management still has concluded
that disclosure controls and procedures were effective as of the end of the
fiscal year. In our prior comment 1, we asked you to consider whether
management’s failure to provide its report on internal control over financial
reporting impacts its conclusion regarding the effectiveness of your disclosure
controls and procedures as of the end of the fiscal year. Please tell
us the factors you considered and highlight for us those factors that supported
your conclusion. In particular, please explain how you considered the
definition of disclosure controls and procedures provided in Rule 13a-15(e),
which indicates that effective controls and procedures would ensure that
information required to be disclosed by the issuer is recorded, processed,
summarized and reported within the time preriods specified in the Commission’s
rules and forms. In addition, as discussed in Compliance and
Disclosure Interpretation 115.02, which you can find at http://www.sec.gov/divisions/corpfin/guidance/regs-kinterp.htm,
failure to file management’s report on Internal Control over Financial Reporting
rendered your annjual report materially deficient and also rendered the company
not timely or current in its Exchange Act Reporting. In light of
these facts, please explain how you could conclude that disclosure controls and
procedures were effective. Alternatively, please amend the 10-KSB to
disclose mangement’s revised conclusion on the effectiveness of your disclosure
controls and procedures, i.e., that disclosure, controls and procedures were not
effective as of the end of the year.
Response (1) - The amended
10-KSB which will be filed reflects that the disclosure controls and procedures
were not effective as of the end of the year.
Comment (2) - We note your
response to prior comment 1. Please amend your Form 10-KSB to include
the disclosure included within your response related to management’s assessment
of internal control over financial reporting as of September 30,
2008.
Response (2) - The amended
10-KSB which will be filed includes the language in our response to prior
comment 1 of our response letter dated April 30, 2009.
The
Company’s Form 10-Q for the quarter ended March 31, 2009 addressed the
Commission’s comments and provided the requested additional disclosures to more
accurately describe the Company’s business and its progress during the reporting
period. Should you have any comments or questions, please call me at
(480) 659-6554.
Best
regards,
/s/ Bradley E.
Sparks
Bradley
E. Sparks
CEO,
President and Director
Visualant,
Inc.
(206)
903-1351