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SEC Company Response from Superstar Platforms Inc. (SPST) (CIK 0001192323) (SPST) — Jul 1, 2008

Superstar Platforms Inc. (SPST) (CIK 0001192323)
Date: July 1, 2008 · CIK: 0001192323 · Accession: 0000910680-08-000488

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File numbers found in text: 333-136512

Date
June 30, 2008
Author
/s/ Michael J. Shef
Form
CORRESP
Company
Superstar Platforms Inc. (SPST) (CIK 0001192323)

Letter

United States Securities and Exchange Commission Division of Corporation Finance Post-Effective Amendment No. 4 on Form S-1 Filed June 12, 2008 File No. 333-136512 Supplemental Response received May 30, 2008

Dear Ms. Levy:

Reference is made to the comment letter of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”), with respect to Post-Effective Amendment No. 4 on Form S-1 to the Registration Statement (the “Registration Statement”) of Dinewise, Inc. (the “Company”) filed with the Commission on June 12, 2008 and to the Company’s Supplemental Response received by the Staff on May 30, 2008, and our telephone conversation on Friday afternoon.

The Company proposes to file with the Commission a Current Report on Form 8-K, substantially in the form attached hereto as Exhibit A, stating that the proposed transaction with Delightful Deliveries has been terminated effective June 27, 2008.

The Company also proposes to insert a new section to be called “Recent Developments” at the end of the Business section of the Prospectus contained in the Registration Statement to read as follows: “Effective June 27, 2008 the definitive Asset Purchase Agreement entered into on February 29, 2008 between the Company and Delightful Deliveries referred to in Note 15 of the Notes to Consolidated Financial Statements as at and for the fiscal year ended December 31, 2007 included in this Prospectus has been terminated. There are no active discussions underway between the Company and Delightful Deliveries and if discussions should commence in the future, no assurance can be given that an agreement will be reached between them or the terms of any such agreement. No termination penalties were incurred by the Company”.

ATLANTA • HONG KONG • LONDON • NEW YORK • NEWARK • NORFOLK • RALEIGH RICHMOND • SHANGHAI • TYSONS CORNER • VIRGINIA BEACH • WASHINGTON, D.C.

TROUTMAN SANDERS LLP

A T T O R N E Y S A T L A W

A LIMITED LIABILITY PARTNERSHIP

Donna Levy, Esq.

June 30, 2008

Page 2

The Company proposes that rather than file a formal amendment to the Registration Statement, it will include such language in the Rule 424(b) copy filed with the Commission.

Please confirm that the Company’s proposal is satisfactory, in which event the Company will file its Form 8-K as well as a request for acceleration.

Very truly yours,
/s/ Michael J. Shef

Show Raw Text
CORRESP
1
filename1.htm

                        TROUTMAN SANDERS LLP

        ATTORNEYS AT LAW

        THE CHRYSLER BUILDING

        405 LEXINGTON AVENUE

        NEW YORK, NEW YORK 10174

        www.troutmansanders.com

        TELEPHONE: 212-704-6000

        FACSIMILE: 212-704-6288

                        Michael J. Shef

                        Direct Dial:

                        212-704-6140

                        michael.shef@troutmansanders.com

                        Direct Fax:

                        212-704-5974

        June 30, 2008

        Donna Levy, Esq.

        United States Securities and Exchange Commission

        Division of Corporation Finance

        100 F Street, NE

        Mail Stop 7010

        Washington, DC 20549-7010

                RE:

                Dinewise, Inc.

                Post-Effective Amendment No. 4 on Form S-1

                Filed June 12, 2008

                File No. 333-136512

                Supplemental Response received May 30, 2008

        Dear Ms. Levy:

                  Reference is made to the comment letter of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”), with respect to Post-Effective Amendment No. 4 on Form S-1 to the Registration Statement (the “Registration
        Statement”) of Dinewise, Inc. (the “Company”) filed with the Commission on June 12, 2008 and to the Company’s Supplemental Response received by the Staff on May 30, 2008, and our telephone conversation on Friday afternoon.

                  The Company proposes to file with the Commission a Current Report on Form 8-K, substantially in the form attached hereto as Exhibit A, stating that the proposed transaction with Delightful Deliveries has been terminated effective June 27, 2008.

                  The Company also proposes to insert a new section to be called “Recent Developments” at the end of the Business section of the Prospectus contained in the Registration Statement to read as follows: “Effective June 27, 2008 the definitive Asset Purchase Agreement entered into on
        February 29, 2008 between the Company and Delightful Deliveries referred to in Note 15 of the Notes to Consolidated Financial Statements as at and for the fiscal year ended December 31, 2007 included in this Prospectus has been terminated. There are no active discussions underway between the Company and Delightful Deliveries and if discussions should commence in the future, no assurance can be given that an agreement will be reached between them or the terms of any such agreement. No
        termination penalties were incurred by the Company”.

        ATLANTA • HONG KONG •
        LONDON • NEW YORK • NEWARK • NORFOLK •
        RALEIGH RICHMOND • SHANGHAI • TYSONS CORNER •
        VIRGINIA BEACH • WASHINGTON, D.C.

          TROUTMAN SANDERS LLP

           A T T O R N E Y S   A T    L A W

        A LIMITED LIABILITY PARTNERSHIP

        Donna Levy, Esq.

        June 30, 2008

        Page 2

                  The Company proposes that rather than file a formal amendment to the Registration Statement, it will include such language in the Rule 424(b) copy filed with the Commission.

                  Please confirm that the Company’s proposal is satisfactory, in which event the Company will file its Form 8-K as well as a request for acceleration.

                                      Very truly yours,

                                      /s/ Michael J. Shef

                                      Michael J. Shef

        /db

        EXHIBIT A

        Item 1.02     Termination of a Material Definitive Agreement.

        Effective June 27, 2008, the definitive Asset Purchase Agreement, entered into on February 29, 2008, between Dinewise Inc. (the “Company”), and Delightful Deliveries (“DD”), a New York corporation
        engaged in the marketing and selling of gourmet gift baskets, gourmet food and other products through its catalogue and on-line website marketing has been terminated by the Company.  There are no active discussions underway between the Company and DD and if discussions should commence in the future, no assurance can be given that an agreement will be reached between them or the terms of any such agreement. No termination penalties were incurred by the Company.