SPY, Inc.
2070 Las Palmas Drive
Carlsbad, California 92011
November 5, 2013
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E., Mail Stop 4561
Washington, D.C. 20549
Attention:
Kevin L. Vaughn, Accounting Branch Chief
RE:
SPY, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2012
Filed March 20, 2013
File No. 000-51071
Dear Mr. Vaughn,
We thank you for your comment letter dated October 29, 2013 addressed to SPY, Inc. (the “Company”). The following is in response to the Staff’s comment regarding the Company’s Annual Report on Form 10-K for the year ended December 31, 2012, filed March 20, 2013. The Staff’s comment is included below in bold, and the Company’s response immediately follows the comment.
Exhibit 32.1
1.
We note that your certification furnished pursuant to Rule 13a-14(b) of the Exchange Act refers to the Form 10-K for the year ended December 31, 2011 rather than the year ended December 31, 2012. Please amend you filing to include a currently signed and dated certification that references the appropriate annual report. The amendment should include the entire filing with revised certification.
Response.
The Company will file a currently signed and dated certification, referencing the appropriate annual report, in an amendment to its Annual Report on Form 10-K for the year ended December 31, 2012 (the “Amendment”), concurrently with the submission of this letter.
We hereby acknowledge that the Company is responsible for the adequacy of the disclosure in the Amendment; Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking action with respect to the Amendment; and the Company may not assert
comments as a defense in any proceeding initiated by the Commission or any person under federal securities laws of the United States.
If you have any questions or would like to discuss the responses, please contact the undersigned at (760) 444-9725.
Very truly yours,
/s/ James McGinty
James McGinty
Chief Financial Officer