LARRY A. CERUTTI
Direct Dial: (714) 641-3450
E-mail: lcerutti@rutan.com
December 19, 2008
VIA FACSIMILE AND U.S. MAIL
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Stephen Krikorian
Accounting Branch Chief
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549-4561
Re: I/OMagic Corporation
Form 8-K filed on November 21, 2008
Form 8-K/A filed on December 5, 2008
Form 8-K/A filed on December 10, 2008
File No. 000-27267
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Dear Mr. Krikorian:
This letter responds to the comments of your letter dated December 12,
2008 relating to I/OMagic Corporation (the "Company"), a copy of which letter is
enclosed for your convenience. The Company's responses in this letter correspond
to the numbers you placed adjacent to your comments in your letter of December
12, 2008.
Form 8-K filed on November 21, 2008
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1. Enclosed herewith are the Company's Tandy representations in a
separate letter signed by the Company.
2. After consultation with its independent registered public accounting
firm, the Company estimates that the re-audit of the Company's financial
statements for the years ended December 31, 2006 and 2007 will be completed by
the third week of February 2009. The Company believes that it will therefore be
able to re-file its financial statements for those periods as well as for the
periods ended March 31, 2007, June 30, 2007, September 30, 2007 and March 31,
2008 by the end of February 2009 or the first week of March 2009.
Form 8-K/A filed on December 10, 2008
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3. The Company's former independent registered public accounting firm
has advised the Company that it will address, on or about Monday, December 22,
2008, the deficiency in its previous letter filed with the Company's Form 8-K
filed on December 10, 2008. The Company will thereafter amend its Form 8-K
filing to include the corrected letter from its former independent registered
public accounting firm.
Stephen Krikorian
December 19, 2008
Page 2
4. The Company's officers have not, at this time, reconsidered the
effectiveness of the Company's disclosure controls and procedures or internal
control over financial reporting for the periods impacted by the amendments the
Company intends to file. However, in connection with the filing of such
amendments, the Company's officers intend to reevaluate the effectiveness of the
Company's disclosure controls and procedures and internal control over financial
reporting, as applicable, for the periods covered by such amendments and
disclose their conclusions in the amended reports as to the effectiveness of the
Company's disclosure controls and procedures and internal control over financial
reporting, as applicable.
We trust that the foregoing is responsive to your comments in your
letter of comments dated December 12, 2008. If you have any questions, please
call me at (714) 641-3450 or my partner John T. Bradley, Esq. at (714) 662-4659.
Sincerely yours,
RUTAN & TUCKER, LLP
/s/ Larry A. Cerutti
Larry A. Cerutti
Enclosures
cc: Mr. Jason Niethamer (w/ encl.)
Mr. Tony Shahbaz (w encl.)
John T. Bradley, Esq. (w/o encl.)
I/OMAGIC CORPORATION
4 MARCONI
IRVINE, CALIFORNIA 92618
December 16, 2008
VIA FACSIMILE AND
EDGAR CORRESPONDENCE
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549-4561
Re: I/OMagic Corporation
Ladies and Gentlemen:
Reference is hereby made to your letters dated December 2, 2008 and
December 12, 2008 relating to I/OMagic Corporation (the "Company"). The Company
hereby acknowledges that:
o the Company is responsible for the adequacy and accuracy of
the disclosure in its filings;
o staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose
the Securities and Exchange Commission from taking any action
with respect to the filing; and
o the Company may not assert staff comments as a defense in any
proceeding initiated by the Securities and Exchange Commission
or any person under the federal securities laws of the United
States.
Very truly yours,
I/OMAGIC CORPORATION
By: /s/ TONY SHAHBAZ
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Tony Shahbaz, Chief Executive Officer