Securities Exchange Act of 1934
Rule 12h-3

March 31, 2014

Response of the Office of Chief Counsel
Division of Corporation Finance

Based on the facts presented, the Division will not object if VSB stops filing periodic and current reports under the Exchange Act, including its annual report on   Form 10-K for the year ended December 31, 2013.  In reaching this position, we note that VSB has filed post-effective amendments removing from registration unsold securities under its effective registration statements on Forms S-8, and those post-effective amendments are effective.  We assume that, consistent with the representations made in your letter, VSB will file a certification on Form 15 making appropriate claims under Exchange Act Rule 12h-3 on or before the due date of its Form 10-K for the year ended December 31, 2013.

This position is based on the representations made to the Division in your letter.  Any different facts or conditions might require the Division to reach a different conclusion.  Further, this response expresses the Division’s position on enforcement action only and does not express any legal conclusion on the question presented.

Incoming Letter:

The Incoming Letter is in Acrobat format.

http://www.sec.gov/divisions/corpfin/cf-noaction/2014/vsb-bancorp-033114-12h3.htm