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Published on July 6, 2017
500 Union Street, Suite 420
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Seattle, Washington 98101
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July 6,
2017
Mr.
Martin James, Senior Assistant Chief Accountant
Securities
and Exchange Commission
Division
of Corporation Finance
100 F
Street N.E.
Washington,
D.C. 20549
Re:
Visualant,
Inc.
Form 10-K for the Fiscal Year Ended September
30, 2016, Filed January 13,
2017
Amendment
No. 1 to Form 10-Q for the Quarterly Period Ended December 31,
2016,
Filed
June 5, 2017
File
No. 001-37479
Dear
Mr. James:
Visualant,
Incorporated, a Nevada corporation (the “Company”), has
received and reviewed your letter dated June 16, 2017 (the
“Comment Letter”), which responds to the
Company’s response letter dated June 2, 2017, both of which
pertain to Company’s Form 10-K for the year ended September
30, 2016 as filed with the Securities & Exchange Commission
(the “Commission”) as amended on June 5, 2017, and Form
10-Q Amendment No. 1 for the quarterly period ended December 31,
2016 as filed with the Commission on June 5, 2017, File No.
001-37479.
Specific to your
comments, please find our responses below, our responses below are in addition to those filed
via the Edgar system. The following numbered responses
correspond to those numbered comments as set forth in the comment
letter dated June 16, 2017.
Amendment No. 1 to Form 10-Q for the Quarterly Period Ended
December 31, 2016
Note 12 – Goodwill, page 17
1.
Tell us why you have not filed a Form 8-K disclosing the
information required by Item 4.02 of the form as it relates to the
restated interim financial statements for the quarter ended
December 31, 2016 to reflect the full impairment of
Transtech’s goodwill. Alternatively, please file the Form
8-K.
Response:
We have concluded that we should file
a Form 8-K disclosing the information required by Item 4.02
regarding the restated interim financial statements for the quarter
ended December 31, 2016 to reflect the full impairment of
Transtech’s goodwill. The Form 8-K was filed with the
Commission on June 26, 2017.
In
connection with the Company’s responding to the comments set
forth in the June 16, 2017 letter, the Company acknowledges
that:
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●
The Company is
responsible for the adequacy and accuracy of the disclosure in the
Filing;
●
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,
●
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.
A copy
of this letter and any related documents have also been filed via
the EDGAR system. Thank you for your courtesies.
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Very
truly yours,
/s/ Jeff T. Wilson
Jeff T.
Wilson
Chief
Financial Officer
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