-----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, DHTmOZhmzK/MkqaOOfQyJ6VmDdMcbvPgx+R5jAHSn2LrZvvzCQD1hzPe9Hql4z1s 1JdSDsvhCrg2Hm6nM6dC7g== 0000915127-09-000024.txt : 20090710 0000915127-09-000024.hdr.sgml : 20090710 20090514132517 ACCESSION NUMBER: 0000915127-09-000024 CONFORMED SUBMISSION TYPE: CORRESP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090514 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PHC INC /MA/ CENTRAL INDEX KEY: 0000915127 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HOME HEALTH CARE SERVICES [8082] IRS NUMBER: 042601571 STATE OF INCORPORATION: MA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 200 LAKE ST STE 102 CITY: PEABODY STATE: MA ZIP: 01960 BUSINESS PHONE: 9785362777 MAIL ADDRESS: STREET 1: 200 LAKE ST STREET 2: STE 102 CITY: PEABODY STATE: MA ZIP: 01960 CORRESP 1 filename1.htm corres0515-09.htm
PHC, INC.
200 Lake Street, Suite 102
Peabody, MA  01960




May 14, 2009







U.S. Securities and Exchange Commission
Division of Corporation Finance
Mail Stop 3561
100 F Street, N.E.
Washington, D.C.  20549
Attention:      Tia Jenkins
Senior Assistant Chief Accountant


RE:         PHC, Inc.
Form 10-Q/A for Fiscal Quarter Ended December 31, 2008
Filed April 30, 2009
File No. 1-33323

Dear Ms Jenkins:

We have reviewed your comment letter dated May 7, 2009 and acknowledge that:

●
The company is responsible for the adequacy and accuracy of the disclosure in the filings;
●
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.

[Since we included these acknowledgements in the prior response letter, I don’t believe these acknowledgements are required to be provided again.  However, I don’t believe it hurts to include it, and to be safe, it might not be a bad idea to include it so as to avoid a possible comment.]

 
The following response has been keyed to your comment letter to facilitate your review.

Form 10-Q/A for Fiscal Quarter Ended December 31, 2008

Exhibit 32.1

     Comment 1 
You filed an amendment to your December 31, 2008 Form 10-Q MD&A. However it appears that you did not include updated Section 906 Certifications on Exhibit 32.1.  Please amend your December 31, 2008 Form 10-Q/A to furnish such updated certifications.

 
 
 
     Response  
According to Rule 12b-15 under the Securities Exchange Act of 1934 (the “Exchange Act”), new 906 certifications are required in an amendment to a report on Form 10-Q only if Rule 13a-14(b) under the Exchange Act requires that the amendment contain the 906 certifications.  According to Rule 13a-14(b) under the Exchange Act, 906 certifications are only required to accompany periodic reports that contain financial statements filed by an issuer pursuant to section 13(a) of the Exchange Act.  Since our amendment to the quarterly report on Form 10-Q/A amended only Item 2 – “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and no financial statements were included in the amended quarterly report, we do not believe that Section 906 certifications were required.

 
Please contact me at (978) 536-2777 with any questions regarding our response or any additional comments you may have.

Sincerely,

/s/  Paula C. Wurts
       Chief Financial Officer
       PHC, Inc.


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