February 14, 2011
Kevin L Vaughn Accounting Branch Chief U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 |
| Re: | Umami Sustainable Seafood Inc. Item 4.01 Form 8-K Filed February 3, 2011 File No. 0-52401 |
Dear Mr. Vaughn:
Umami Sustainable Seafood Inc. (the “Company”), is hereby responding to comments issued in a letter addressed to Mr. Daniel G. Zang and dated February 4, 2011 (the “Staff’s Letter”) regarding the Company’s Current Report on Form 8-K (the “Form 8-K”) .
The numbered paragraph set forth below corresponds to the numbered paragraphs in the Staff’s Letter.
Form 8-K dated January 11, 2011
Item 4.01. Registrant's Certifying Accountant
| 1. | Please amend your Form 8-K to include the required Exhibit 16 letter from your former auditor stating whether they agree with your Item 304 disclosures, or to the extent to which they do not agree. |
The Company filed an amended Form 8-K on February 14, 2011 including the Exhibit 16 letter from its former auditors.
The Company hereby acknowledges that:
| · | 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 SEC 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 SEC or any person under the federal securities laws of the United States. |
Should you have any questions concerning any of the foregoing please contact me by telephone at (720) 346-3235.
Sincerely,
/s/ Daniel G. Zang
Daniel G. Zang