PISMO COAST VILLAGE, INC.
165 SOUTH DOLLIVER STREET
PISMO BEACH CALIFORNIA 93449
By EDGAR and facsimile
June 1, 2009
Kevin Woody
Accounting Branch Chief
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, N.E.
Mail Stop 7010
Washington, D.C. 20549
RE: Pismo Coast Village, Inc.
Form 10-KSB for the Fiscal Year Ended September 30, 2008
Filed December 22, 2008; File No. 0-8463
Dear Mr. Woody:
Pismo Coast Village, Inc. ("PCV") filed its annual report on Form
10-KSB for its fiscal year ended September 30, 2008, with the
Commission on December 22, 2008. You have reviewed and commented
on that Form 10-KSB in a letter sent to PCV on March 30, 2009.
This letter is in response to your follow-up comments in a letter
dated May 11, 2009.
The following narrative addresses your comments (which we have
repeated in CAPITAL LETTERS).
Form 10-KSB for the Year Ended September 30, 2008
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General
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1. WE HAVE REVIEWED YOUR RESPONSE TO OUR PRIOR COMMENT 3. PLEASE
CLARIFY WHETHER YOU INTEND TO INCLUDE DISCLOSURE IN YOUR
FUTURE FILINGS AS TO THE REASON WHY YOU DO NOT HAVE AN AUDIT
COMMITTEE FINANCIAL EXPERT AS REQUIRED BY ITEM
407(d)(5)(i)(c) OF REGULATION S-K.
Until such time PCV has a financial expert serving upon the
audit committee, the Company will disclose this item in
future filings as required by Item 407(d)(5)(i)(c) of
REGULATION S-K.
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Securities and Exchange Commission
June 1, 2009
Page 2
Item 13. Exhibits
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2. WE NOTE YOUR RESPONSES TO OUR PRIOR COMMENTS 1 AND 8. PLEASE
TELL US WITH SPECIFICITY WHEN YOU INTEND TO FILE THESE
AGREEMENTS AS EXHIBITS. FURTHER, PLEASE TELL US WHY YOU HAVE
NOT FILED THE EMPLOYMENT AGREEMENT WITH MR. JAMISON OR
PROVIDE US WITH A DETAILED LEGAL ANALYSIS AS TO WHY YOU
BELIEVE YOU ARE NOT REQUIRED TO FILE THIS AGREEMENT.
We will file the reports including the changes in the board,
material contracts, and the employment agreement with Mr.
Jamison by June 15, 2009. The agreement with Mr. Jamison not
being filed was an oversight following his promotion from a
non-reportable position.
3. WE HAVE REVIEWED YOUR RESPONSE TO OUR PRIOR COMMENT 9. PLEASE
NOTE THAT PURSUANT TO ITEM 406(c)(1) THE CODE OF ETHICS MUST
BE FILED AS AN EXHIBIT TO YOUR ANNUAL REPORT, AND THAT YOUR
ITEM 406 OBLIGATION CANNOT BE SATISFIED THROUGH FILING THE
CODE OF ETHICS AS AN EXHIBIT TO ANOTHER PERIODIC OR CURRENT
REPORT. PLEASE CLARIFY FOR US HOW YOU INTEND TO SPECIFICALLY
ADDRESS YOUR OBLIGATIONS UNDER ITEM 406 OF REGULATION S-K.
Upon review of our code of ethics, following your review and
comment, we have discovered that our board of directors only
adopted the introduction on November 8, 2003. Therefore, a
complete revised draft of the code that applies to our
principal officers, board of directors, and employees will
be presented to our executive committee for review and
approval on June 20, 2009. Subsequent to ratification by the
full board of directors on July 18, 2009, the code will be
posted on the Company website and available on request at our
corporate office. The code will also be filed as an exhibit
to our 2009 annual report.
4. WE NOTE YOUR RESPONSE TO PRIOR COMMENT 10, YET YOUR RESPONSE
DOES NOT ADDRESS THE OMISSION OF A SIGNATURE FROM YOUR
CONTROLLER OR PRINCIPAL ACCOUNTING OFFICER FROM THIS FORM
10-K. AS PREVIOUSLY REQUESTED, PLEASE TELL US HOW YOU INTEND
TO SATISFY THIS REQUIREMENT.
An amendment to the 10-K will be filed that includes the
entire periodic report and a new, corrected certification
with our CFO Jack Williams signing as the principal
accounting officer.
5. WE NOTE IN RESPONSE TO PRIOR COMMENT 10 THAT YOU IDENTIFY
MR. JAY JAMISON AS YOUR PRINCIPAL EXECUTIVE OFFICER. WE
FURTHER NOTE THAT THE CERTIFICATIONS REQUIRED BY SECTION 302
AND 906 OF THE SARBANES-OXLEY ACT AND INCLUDED AS EXHIBITS 31
AND 32 TO YOUR ANNUAL REPORT HAVE BEEN SIGNED BY MR. JERALD
PETTIBONE. THESE CERTIFICATIONS SHOULD BE SIGNED BY YOUR
PRINCIPAL EXECUTIVE OFFICER. PLEASE TELL US WHY YOU BELIEVE
IT IS APPROPRIATE FOR THESE CERTIFICATIONS TO BE SIGNED BY
MR. PETTIBONE AND NOT MR. JAMISON. ALTERNATIVELY, PLEASE FILE
AN AMENDMENT TO THE 10-K THAT INCLUDES THE ENTIRE PERIODIC
REPORT AND A NEW, CORRECTED CERTIFICATION.
An amendment to the 10-K will be filed that includes the
entire periodic report and a new, corrected certification
with Mr. Jamison signing as principal executive officer.
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Securities and Exchange Commission
June 1, 2009
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REQUESTED REPRESENTATIONS
As requested in your letter, PCV hereby acknowledges as follows:
1. PCV is responsible for the adequacy and accuracy of the
disclosure in the filings;
2. 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
3. PCV 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.
We trust that the foregoing information completely responds to
your comments. Please contact us if you have questions or
require additional information.
Very truly yours,
JAY JAMISON
Jay Jamison
Chief Executive Officer
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