SecProbe.io

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<FILENAME>test2.txt
<DESCRIPTION>LETTER DATED JANUARY 28, 2005- SOX FS REVIEW COMMENTS
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January 28, 2005

William B. Klinsky
President
Valor Investment Fund, Inc.
2290 First National Building
Detroit, Michigan 48226

Re:	Valor Investment Fund, Inc.  (the "Company")
	Form N-30B-2, File Number 811-02850

Dear Mr. Klinsky:

	We have the following comments on the Form N-30B-2 filed on
behalf of the Company on September 30, 2004.  The filing contains
the
Company`s financial statements as of July 31, 2004.

I.	Company Filing History

1.	The Company filed financial statements on Form N-30B-2 for
the
July 31, 2003, January 31, 2004 and July 31, 2004 periods.  The
Company should have used Forms N-CSR and N-CSRS for these annual
and
semiannual reporting periods under Rule 30e-1 under the Investment
Company Act of 1940.

II.	Report of Independent Registered Public Accounting Firm

1. 	The audit opinion issued by Deloitte & Touche LLP does not
state
specifically that securities have been confirmed or physically
examined to substantiate their existence.   See the Securities and
Exchange Commission`s Codification of Financial Reporting
Policies,
section 404.03a.

2.	The audit opinion does not opine on the financial highlights
information presented in the "Per Share Data" schedule.  See the
AICPA Audit and Accounting Guide, Audits of Investment Companies
(the
"Audit Guide") AAG-INV 11.06.

III.	Statement of Assets and Liabilities

1.	Disclose the following components of net assets on the face
of
the statement, in accordance with Article 6-04.17 and .18 of
Regulation S-X:

a. accumulated undistributed investment income - net,
b. accumulated undistributed net realized gains (losses) on
investment transactions,
c. net unrealized appreciation (depreciation), and
d. other elements of capital.

IV.	Schedule of Investments in Securities

1.	The subtotals for each category of investments, subdivided by
business grouping or instrument type, should be shown together
with
their percentage value compared to net assets.  See footnote 3 to
Article 12-12 of Regulation S-X.

V.	Statement of Operations

1.	"Gain on disposition" should not be presented as a component
of
"Total investment income".  See Article 6-07 of Regulation S-X.

VI.	Statements of Changes in Net Assets

1. State separately realized gain (loss) on investments-net.  See
Article 6-09.1(b) of Regulation S-X.

2. Disclose parenthetically the balance of undistributed net
investment income included in net assets at the end of the period.
See Article 6-09.7 of Regulation S-X.

VII. 	Notes to Financial Statements

1.	Disclose the tax-basis components of distributable earnings
as
of the most recent tax year-end: undistributed ordinary income,
undistributed long-term capital gains, capital loss carryforwards,
and unrealized appreciation/(depreciation).  Additionally,
explanations should be provided for the differences between the
total
of these amounts and distributable earnings.  See the Audit Guide,
AAG-INV 7.28(d).

2.	Disclose the tax basis components of dividends paid.  See the
Audit Guide, AAG-INV 7.55(c).

3.	Add disclosure to the "Investment Securities" footnote
addressing the valuation of securities for which market values
cannot
be obtained from nationally recognized valuation services or
market
value estimates from registered brokers/dealers.  See the Audit
Guide, AAG-INV 7.86.

4.	Supplementally explain why the sum of the tax cost of
investments of $13,378,328 plus the net unrealized appreciation on
a
tax basis of $305,047 does not equal the market value of
securities
of $13,647,896.

VIII.	Financial Highlights

1.	Revise the title of this schedule to "Financial Highlights".
See Item 4.1 of Form N-2.

2.	The information presented in the "Per Share Data" schedule
reconciling the beginning net asset value per share to the ending
net
asset value per share is not consistent with the presentation
requirements of Item 4 of Form N-2.

3.	The following information is missing from the "Per Share Data
Schedule": See Form N-2, Items 4(1)(g, i, j and k):

a.	Total Investment Return
b.	Ratio of Expenses to Average Net Assets
c.	Ratio of Net Income to Average Net Assets
d.	Portfolio Turnover Rate

IX.	Other

1.	Include in the annual report to shareholders the disclosure
required by Instruction 4(e) to Item 23 of Form N-2.  Instruction
4(e) requires disclosure in the annual report of the management
information described in paragraph 1 of Item 18 of Form N-2
including
the name, address, age, position held with the Company, term of
office and length of time served, principal occupation, number of
portfolios overseen and other directorships held for each officer
and
director of the Company.

2.	Disclose the following information required by Instruction 6
to
Item 24 of Form N-2:

a. one or more tables, charts or graphs depicting the portfolio
holdings of the
Registrant by reasonably identifiable categories (e.g., type of
security, industry sector, geographic region, credit quality or
maturity) showing the percentage of net asset value or total
investments attributable to each.

b.	a statement that : (i) the Registrant files its complete
schedule of portfolio
holdings with the Commission for the first and third quarters of
each
fiscal year on Form N-Q; (ii) the Registrant`s Forms N-Q are
available on the Commission`s website at http://www.sec.gov; (iii)
the Registrant`s Forms N-Q may be reviewed and copied at the
Commission`s Public Reference Room in Washington DC, and that
information on the operation of the Public Reference Room may be
obtained by calling 1-800-SEC-0330; and (iv) if the Registrant
makes
the information on Form N-Q available to shareholders on its
website
or upon request, a description of how the information may be
obtained
from the Registrant.

c.	a statement that a description of the policies and procedures
that the Registrant uses to determine how to vote proxies relating
to
portfolio securities is available (1) without charge, upon
request,
by calling a specified toll-free (or collect) telephone number;
(2)
on the Registrant`s website, if applicable; and (3) on the
Commission`s website at http//www.sec.gov

d.	a statement that information regarding how the Registrant
voted
proxies relating to portfolio securities during the most recent
12-
month period ended June 30 is available (1) without charge, upon
request, by calling a specified toll-free (or collect) telephone
number or on or through the Registrant`s website at a specified
Internet address; or both; and (2) on the Commission`s website at
http//www.sec.gov.

*	*	*	*	*

      Based on the errors and omissions noted in this letter, we
do
not believe the Company`s financial statements comply with
generally
accepted accounting principles ("GAAP") and SEC rules and
regulations.  Accordingly, please comply with the following:

a. Deloitte & Touche LLP audited the Company`s financial
statements
as of July 31, 2004.  Please have Deloitte & Touche LLP respond in
writing as to why it believes the Company`s financial statements
comply with GAAP and why the audit opinion is not invalid.

b. Please correct the July 31, 2004 financial statements,
addressing
all errors and omissions noted in this letter.  If the errors and
omissions noted in this letter apply to other financial
statements,
please also correct those financial statements.

c. Please file the July 30, 2003 annual report, January 31, 2004
semiannual report and July 30, 2004 annual report on Form N-CSR or
Form N-CSRS, including all information, signatures and
certifications
required by Form N-CSR.

d. Please respond to each of the points raised in this letter,
addressing how each of the errors and omissions has been addressed
and how these errors and omissions will be avoided in the future.

e. Supplementally disclose to the staff how the Company has met
the
requirements of paragraph b of Rule 8b-16 under the Investment
Company Act of 1940 and disclose the names of the Company`s
certifying officers, legal counsel and recordkeeper.

*	*	*	*	*

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require.
Since the Company and its management are in possession of all
facts
relating to a Company`s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.

      In connection with responding to our comments, please
provide,
in writing, a statement from the Company acknowledging that
a. The Company is responsible for the adequacy and accuracy of the
disclosure in the filings;

b. staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and

c. the Company may not assert staff comments as a defense in any
proceedings initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Investment Management in our review of your filing or
in
response to our comments on your filing.

*	*	*	*	*

      Your response letter should be filed as EDGAR
correspondence.
When responding, please address all comments in this letter.  We
may
have additional comments on material that is provided in response
to
our comments.  Any questions you have regarding this letter may be
directed to me at (202) 942-0615 or at delanoc@sec.gov.

Sincerely,

Christina L. Delano
Accountant

cc: 	Brian Bullard
 	Chief Accountant
	Division of Investment Management
	U.S. Securities and Exchange Commission

	Frank Donaty
	Assistant Director
	Division of Investment Management
	U.S. Securities and Exchange Commission

	Louis Becka
	Assistant Director
	Office of Compliance Inspections and Examinations
	U.S. Securities and Exchange Commission

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