SEC Company Response from Dolphin Entertainment, Inc. (DLPN) (CIK 0001282224) (DLPN) — Jan 24, 2008
Dolphin Entertainment, Inc. (DLPN) (CIK 0001282224)
Date: Jan. 24, 2008 · CIK: 0001282224 · Accession: 0001269678-08-000023
AI Filing Summary & Sentiment
Reasoning
Referenced dates: January 8, 2008
Letter
The United States Securities and Exchange Commission 100 F Street, N.E. Mail Stop 3720 Washington, DC 20549 Attention: Christine Adams Form 10-QSB for the Quarter Ended September 30, 2007 File No. 0-50621
Re: Logica Holdings, Inc. Form 10-KSB for the Year Ended December 31, 2006 Filed May 15, 2007
Dear Ms. Adams:
In response to the letter from the Securities and Exchange Commission Staff dated January 8, 2008, we have the following comments:
Form 8-K dated July 13, 2007 ----------------------------
1. We refer to the acquisition of Plays on the Net Plc, Anne's World limited and Curtain Rising for 12 million common shares. Please revise the Form 8-K to include audited historical financial statements of the acquired companies for the years ended December 31, 2006 and 2005 and for the interim period ended June 30, 2007, in accordance with Item 310(c) of Regulation S-B. In this regard, we note that you concluded that Plays on the Net Plc was the accounting acquirer mainly because the 12 million shares issued represented 85% of the Company's common stock; however, we also note that Anne's World Limited and Curtain Rising were also acquired in the same transaction. Since it appears to us that Plays on the Net Plc, Anne's World Limited and Curtain Rising are 100% owned by the same shareholder, we will not object to the fact that you include combined financial statements for the three entities under common control in the amended Form 8-K.
<PAGE>
The United States Securities and Exchange Commission January 24, 2008 Page 2
We have filed an 8-K/A dated January 24, 2008 to include the requested audited and interim period financial statements.
2. In addition, we note that you included "pro forma consolidated financial statements" at December 31, 2006 and 2005 and for the interim periods ended March 31, 2007 and 2006. In this regard, please revise to provide pro forma financial information as of June 30, 2007 and for the periods ended December 31, 2006 and June 30, 2007, in accordance with Rule 310(d) of Regulation S-B. The pro forma financial information should be in columnar form starting with the audited financial statements of the acquirer; in another column, the financial statements of the acquiree (the company); pro forma adjustments including the allocation of the purchase price with any other adjustment related to the acquisition; and then another column showing pro forma results. Also you need to retroactively restate the historical stockholders' equity of the acquirer prior to the merger for the equivalent number of shares received in the merger after giving effect to any difference in par value of the issuer's and acquirer's stock with an offset to paid-in capital. Further, retained earnings (deficiency) of the acquirer are carried forward after the acquisition and the operations prior to the merger are those of the acquirer. In the absence of nominal issuances, earnings per share for periods prior to the merger are restated to reflect the number of equivalent shares received by the acquiring company.
Please comply with the above comments by filing an amended 8-K as soon as possible or let us know when you will file the 8-K/A.
We have revised the 8-K/A to include the requested pro forma financial information and made the necessary changes requested in such comment.
If you have questions with respect to this letter, do not hesitate to contact the undersigned.
Very truly yours,
Joel D. Mayersohn
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CHICAGO, ILLINOIS
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BOCA RATON, FLORIDA
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MIAMI, FLORIDA
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TAMPA, FLORIDA
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LAW OFFICES WEST PALM BEACH, FLORIDA
ARNSTEIN & LEHR LLP ------
HOFFMAN ESTATES, ILLINOIS
200 EAST LAS OLAS BOULEVARD SUITE 1700 ------
FT. LAUDERDALE, FLORIDA 33301-2240 MILWAUKEE, WISCONSIN
(954) 713-7600 ------
Joel D. Mayersohn FAX (954) 713-7700
(954) 713-7614 www.arnstein.com MEMBER OF INTERNATIONAL
jdmayersohn@arnstein.com FOUNDED 1893 LAWYERS NETWORK
January 24, 2008
The United States Securities and
Exchange Commission
100 F Street, N.E.
Mail Stop 3720
Washington, DC 20549
Attention: Christine Adams
Re: Logica Holdings, Inc.
Form 10-KSB for the Year Ended December 31, 2006
Filed May 15, 2007
Form 10-QSB for the Quarter Ended September 30, 2007
File No. 0-50621
Dear Ms. Adams:
In response to the letter from the Securities and Exchange Commission
Staff dated January 8, 2008, we have the following comments:
Form 8-K dated July 13, 2007
----------------------------
1. We refer to the acquisition of Plays on the Net Plc, Anne's World
limited and Curtain Rising for 12 million common shares. Please revise
the Form 8-K to include audited historical financial statements of the
acquired companies for the years ended December 31, 2006 and 2005 and
for the interim period ended June 30, 2007, in accordance with Item
310(c) of Regulation S-B. In this regard, we note that you concluded
that Plays on the Net Plc was the accounting acquirer mainly because
the 12 million shares issued represented 85% of the Company's common
stock; however, we also note that Anne's World Limited and Curtain
Rising were also acquired in the same transaction. Since it appears to
us that Plays on the Net Plc, Anne's World Limited and Curtain Rising
are 100% owned by the same shareholder, we will not object to the fact
that you include combined financial statements for the three entities
under common control in the amended Form 8-K.
<PAGE>
The United States Securities and
Exchange Commission
January 24, 2008
Page 2
We have filed an 8-K/A dated January 24, 2008 to include the requested
audited and interim period financial statements.
2. In addition, we note that you included "pro forma consolidated
financial statements" at December 31, 2006 and 2005 and for the interim
periods ended March 31, 2007 and 2006. In this regard, please revise to
provide pro forma financial information as of June 30, 2007 and for the
periods ended December 31, 2006 and June 30, 2007, in accordance with
Rule 310(d) of Regulation S-B. The pro forma financial information
should be in columnar form starting with the audited financial
statements of the acquirer; in another column, the financial statements
of the acquiree (the company); pro forma adjustments including the
allocation of the purchase price with any other adjustment related to
the acquisition; and then another column showing pro forma results.
Also you need to retroactively restate the historical stockholders'
equity of the acquirer prior to the merger for the equivalent number of
shares received in the merger after giving effect to any difference in
par value of the issuer's and acquirer's stock with an offset to
paid-in capital. Further, retained earnings (deficiency) of the
acquirer are carried forward after the acquisition and the operations
prior to the merger are those of the acquirer. In the absence of
nominal issuances, earnings per share for periods prior to the merger
are restated to reflect the number of equivalent shares received by the
acquiring company.
Please comply with the above comments by filing an amended 8-K as soon
as possible or let us know when you will file the 8-K/A.
We have revised the 8-K/A to include the requested pro forma financial
information and made the necessary changes requested in such comment.
If you have questions with respect to this letter, do not hesitate to
contact the undersigned.
Very truly yours,
Joel D. Mayersohn
JDM/dcb
cc: Enzo Taddei
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