SEC Division of Corporation Finance no-action letter: GrandSouth Bancorporation

COLUMBIA CHARLESTON FLORENCE GREENVILLE
. HaynS,yorth SInkler Boyd, PA. ATTORNEYS AND COUNSELORS AT LAW 1201 MAIN STREET, 22ND FLOOR (29201-3226) POST OFFICE BOX 11889 (29211-1889) COLUMBIA, SOUTH CAROLINA TELEPHONE 803.779.3080 FACSIMILE 803.765.1243 WEBSITE www.hsblawfirm.com SUZANNE HULST CLAWSON DIRECT DIAL NUMBER (803) 540-7819 EMAIL sclawson@hsblawfirm.com Securities Exchange Act of 1934, Section 12(h); Rule 12h-3 Securities Exchange Act of 1934, Section 13(a) Securities Exchange Act of 1934, Section 15(d) Via email: cfletlers@sec.gov Division of Corporation Finance Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Re: GrandSouth BanCOlporation- COl1unission File No. 000-31937 Ladies and Gentlemen:
On behalf of our client, GrandSouth Bancorporation (the "Company"), we hereby request that the staff of the Division of Corporation Finance confirm that it concurs in the Company's view that the effectiveness of its registration statement on F01ll1 S-8 during the year ending December 31, 2009 would not preclude the Company from using Rule 12h-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), to suspend its duty to file with the Commission periodic and current reports required by Sections l3(a) and 15(d) of the Exchange Act and the rules and regulations promulgated thereunder, with respect to the fiscal year in which year the F01111 S-8 was required to be updated pursuant to Section 10(a)(3) of the Securities Act of 1933, as amended (the "1933 Act") (i.e., the fiscal year ending December 31, 2009). Alte111atively, we hereby request that the Commission use its discretionary authority under Section 12(h) of the Exchange Act to exempt the Company from the requirement to file an Annual Report on Fonll 10-K for the year ended December 31,2009. Subject to the Staffs concurrence with the request set forth in this letter, the Company intends to complete the filing of a Form 15 to discontinue its reporting obligations under
Section 13(a) and 15(d) of the Exchange Act prior to the filing deadline for its Annual Report on
F01111 10-K for the year ended December 31,2009.
Factual Background
The Company is the bank holding company for GrandSouth Bank, a community bank headquartered in Greenville, South Carolina (the "Bank"), and engages in no business except through the Bank. The Company registered its common stock pursuant to Section 12(g) of the Exchange Act by filing a F01111 8-A with the Commission on November 13,2000. As of the date of Columbia: 1295680 v.5