-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OtrYus/DXGVPy7gozVAorpDnXTDNqcrDhmAsIZP25j16nCo3x5rh33ooxOwuQeFI Qil0FTYwOhtKMGNiVOmBTw== 0001225279-10-000162.txt : 20101206 0001225279-10-000162.hdr.sgml : 20101206 20101021111610 ACCESSION NUMBER: 0001225279-10-000162 CONFORMED SUBMISSION TYPE: CORRESP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20101021 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VERILINK CORP CENTRAL INDEX KEY: 0000774937 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE & TELEGRAPH APPARATUS [3661] IRS NUMBER: 942857548 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 501 SOUTH JOHNSTONE AVE. STREET 2: SUITE 501 CITY: BARTLESVILLE STATE: OK ZIP: 74003 BUSINESS PHONE: 918-336-1773 MAIL ADDRESS: STREET 1: 501 SOUTH JOHNSTONE AVE. STREET 2: SUITE 501 CITY: BARTLESVILLE STATE: OK ZIP: 74003 CORRESP 1 filename1.htm  i

VERILINK CORPORATION

501 S. JOHNSTONE AVE

SUITE 501

BARTLESVILLE, OK 74003


October 6, 2010



Larry Spirgel, Assistant Director

United States Security and Exchange Commission

Division of Corporation Finance

Mail Stop 3030

Washington, D.C. 20549


Re:

Verilink Corporation

Form 10-K for the fiscal year ended June 25, 2010

Filed September 23, 2010

File 0-28562


Dear Assistant Director Spirgel:


Following please find our response to your comments detailed in your correspondence dated September 27, 2010.


Form 10-K for the fiscal year ended June 25, 2010


General


1.

We note that the Form 10-K is filed under Exhibit 32, Exhibit 31 is filed under Form 10-K and Exhibit 32 is filed under Exhibit 31.  Please correct this.


RESPONSE:

The Company has re-filed the 10-K/A along with the respective exhibits under the proper EDGAR headings.       


Report of the Independent Registered Public Accounting Firm, page 10


2.

Please ask your auditors to revise of [the] first paragraph to include the period from February 13, 2009 (inception) through June 25, 2010.  We note the auditors’ opinion in the third paragraph.


RESPONSE:

The auditors have revised the opinion letter to include the period from February 13, 2009 (inception) through June 25, 2010.


Exhibit 31 - Certification


3.

Please revise the certification to include the introduction language of paragraph 4 and the language of paragraph 4(b) of Item 601(b)(31) of Regulation S-K. .




RESPONSE:

Exhibit 31 has been revised to include the introduction language of paragraph 4 and the language of paragraph 4(b) of Item 601(b)(31) of Regulation S-K.


Finally, as requested, the Company acknowledges that:


●

The Company is responsible for the adequacy and accuracy of the disclosure in the filings;


●

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.


If you should have any further questions or comments, or need further information, please do not hesitate to contact the undersigned.


Very truly yours,



/s/ James Ditanna

______________________________

James Ditanna





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