SEC Company Response from Dolphin Entertainment, Inc. (DLPN) (CIK 0001282224) (DLPN) — Feb 22, 2008
Dolphin Entertainment, Inc. (DLPN) (CIK 0001282224)
Date: Feb. 22, 2008 · CIK: 0001282224 · Accession: 0001269678-08-000049
AI Filing Summary & Sentiment
Reasoning
Referenced dates: January 8, 2008
Letter
VIA FAX 202-7729205 AND EDGAR United States Securities and Exchange Commission 100 F Street, N.E., Stop 7010 Washington, D.C. 20549 Miss Christine Adams Telephone Number: 202-551-3363 Form 10-QSB for Quarter Ended June 30, 2007. File N0. 0-50621
Re: Logica Holdings Inc Form 10-KSB for year ended December 31, 2006. Filed May 15, 2007
Dear Miss Adams,
Logica Holdings Inc has reviewed your comments and below has detailed each comment followed by our response along with any additional requested information.
Form 10-Q for the Nine Months Ended September 30, 2007.
Balance Sheet as of September 30, 2007.
1. We note your responses to our prior comments 1 and 2 set forth in our letter dated January 8, 2008 as well as the information you provided in the amended 8K/A filed January 24, 2008. As communicated to you in our conference call today, please provide us with roll-forward schedules for the period from June 30, 2007 through September 30, 2007 for the following accounts:
o Common Share Capital; o Additional Paid In Capital; o Retained Earnings (Loss); o Comprehensive Loss; o Property and equipment; o Intangible assets
_________________________________________________________________ 82 Avenue Road, Toronto, Ontario M5R 2H2, Canada. Telephone 416-9295798 Fax 416-9294093
<PAGE>
In your response, please provide as much information as necessary to clarify the nature of each adjustment and entry, so that we can independently obtain a full understanding of how you arrived at the ending balances.
Our responses to your comment letter dated February 14th 2008:
We would first like to point out that after carefully reviewing the balance sheet items in question, we have been able to conclude that each revised balance sheet should state the following:
Plays On the Net Post Reverse ---------------- ------------
June 30 2007 Sept 30 2007 ------------ ------------
Common Stock 140,725 252,460
Preferred Shares -- --
Additional Paid-In Capital 1,261,258 5,586,111
Retained Earning (710,050) (710,050)
Net Income (Loss) (578,595) (5,107,968)
Comprehensive Loss / Income (8,609) (77,432) ------------ ------------
Total Stockholders' Deficit 104,729 (56,879) ============ ============
_________________________________________________________________ 82 Avenue Road, Toronto, Ontario M5R 2H2, Canada. Telephone 416-9295798 Fax 416-9294093
<PAGE> <TABLE> <CAPTION>
Common Stock and additional paid in Capital: -------------------------------------------- <S> <C> <C> <C> Par value APIC 6/30/2007 Initial and historical Shareholders 36,783 $ 1,627,169 7/9/2007 Reverse Merger - POTN Plc 180,000 $ (180,000) 7/9/2007 Reverse Merger - Retained Earnings Logica $(2,311,628) 9/26/2007 Shares for services rendered 9,267 $ 292,739 9/27/2007 Debt Conversion 26,410 $ 852,095
9/30/2007 Goodwill Australia - $ 4,999,724
9/30/2007 Disposal of Australian Subsidiaries - $(1,066,357)
9/30/2007 Forgiveness - Australian Directors - $ 111,110 ------------- ----------- 252,460 $ 4,324,853 ============= =========== </TABLE>
Common Stock: -------------
The Common stock of the Company after the reverse merger was that of Logica Holdings Inc. At June 30 2007 the par value of Common Stock was $ 36,838 and at September 30 2007, the par value was $ 252,460. The difference is depicted above.
Additional Paid In Capital: ---------------------------
The company's additional paid in Capital is the accumulative addition of the June 30 2007 Plays On The net APIC (1,261,258) and the June 30 2007 Logica Holdings APIC (1,627,169). The consolidated Additional Paid In Capital at September 30, 2007 was 5,586,111 and the 2,697,683 difference is depicted above.
_________________________________________________________________ 82 Avenue Road, Toronto, Ontario M5R 2H2, Canada. Telephone 416-9295798 Fax 416-9294093
<PAGE>
Retained Earnings and Net Loss:
Upon reviewing the comments regarding the roll-forward of the retained earnings (and net loss) from June 30, 2007 and September 30, 2007, we have concluded that there were various amendments to be made to the three and nine month ended September 30th 2007 income statement.
The revised 9 months ended September 30th 2007 income statement should have been as follows:
Revenues $ 168,170
Cost of Sales $ 114,156
--------------------- Gross Profit $ 54,014 =====================
Expenditures: General and Administrative $ 809,181 Legal and Professional Fees $ 143,515 Depreciation $ 16,666 -------------------- Total Expense $ 969,362 ====================
Loss from Operations $ (915,348) ====================
Other Income / Expense Interest Income $ 26 Interest Expense $ 28,935
Provision for Income Tax $ -- Impairment of Intangible assets $ 537,303 -------------------- Total Other Expenses $ 566,212 ====================
Net (Loss) for continuing operation $ (1,481,559) ====================
Discontinued Operations Gain from discontinued operations $ 31,666 Gain on sale of Subsidiaries $ 1,341,649 Impairment of Goodwill $ (4,999,724) -------------------- Net Loss from discontinued Operations $ (3,626,409) ====================
Comprehensive Loss $ (5,107,968) ====================
_________________________________________________________________ 82 Avenue Road, Toronto, Ontario M5R 2H2, Canada. Telephone 416-9295798 Fax 416-9294093
<PAGE>
The areas that have been revised are as follows:
o On consolidation we failed included the general and administrative expenses and legal & professional fees of Logica Holdings Inc. o We had over depreciated certain assets by $ 7,258. The total depreciation form the 9 months should have been $ 16,666. o We had erroneously misallocated the interest expense $ 28,935 in General and Administrative. o We failed to include the impairment of the intangible asset $140,450 and "work in Process" $ 396,853. This amounted to $ 537,302 as per the 2006 audit report. o We misstated the $ 31,666 as a "Loss from Discontinued Operations" when in effect there was a "Gain from discontinued Operations" of $ 31,666. o Finally, we failed to include the Net Loss from Discontinued operations which amounted to $ 3,626,409.
In order to allow you to better comprehend the roll-forward of the retained earnings from June 30, 2007 to September 30, 2007. Please note the revised 3 month ended September 30th 2007 Income Statement:
Revenues 168,170
Cost of Sales 114,156 ------------------
Gross Profit 54,014 ==================
Expenditures:
General and Administrative 274,835
Legal and Professional Fees 128,461
Depreciation 6,741 ------------------
Total Expense 410,036 ==================
Loss from Operations (356,022) ==================
Other Income / Expense
Interest Income 26
Interest Expense 9,666
Provision for Income Tax --
Impairment of Intangible Assets 537,302 ------------------
Total Other Expenses 546,942 ==================
_________________________________________________________________ 82 Avenue Road, Toronto, Ontario M5R 2H2, Canada. Telephone 416-9295798 Fax 416-9294093
<PAGE>
Net (Loss) for continuing operation (902,964) ==================
Discontinued Operations
Gain from discontinued operations 31,666
Gain on sale of Subsidiaries 1,341,649
Impairment of Goodwill (4,999,724) ------------------
Net Loss from discontinued Operations (3,626,409) ==================
Comprehensive Loss (4,529,373) ==================
The areas that have been revised are as follows:
o On consolidation we failed included the general and administrative expenses and legal & professional fees of Logica Holdings Inc. o We had over depreciated certain assets by $ 4,046. The total depreciation form the 3 months should have been $ 6,741. o We had erroneously misallocated the interest expense $ 9,666 in General and Administrative. o We failed to include the impairment of the intangible asset $140,450 and "work in Process" $ 396,853. This amounted to $ 537,302 as per the 2006 audit report. o We misstated the $ 31,666 as a "Loss from Discontinued Operations" when in effect there was a "Gain from discontinued Operations" of $ 31,666. o Finally, we failed to include the Net Loss from Discontinued operations which amounted to $ 3,626,409.
The net loss at June 30th 2007 was $ 578,595 and the accumulative net loss at September 30th 2007 was $ 5,107,968 hence the net loss for the 3 months ended September 30th 2007 was $ 4,529,373.
_________________________________________________________________ 82 Avenue Road, Toronto, Ontario M5R 2H2, Canada. Telephone 416-9295798 Fax 416-9294093
<PAGE>
Responses to Property & Equipment & responses to intangible assets:
The asset value stated on the 8K/A filed January 24th 2008 was as follows:
Intangible Assets $ 141,622 PP&E $ 682,516 ------------------- $ 824,138 ===================
The $141,622 was erroneously classified as an intangible asset instead of an "Other Current Asset".
The Property and Plant was also misstated for various reasons:
1) We erroneously used an incorrect Exchange Rate. The total value of the assets should have been stated as $ 656,485 instead of $ 682,516. The difference between the two figures was an approximate 4% exchange rate difference.
2) We still were including the $ 537,302 of Intangible assets and "Work In Process" that was duly impaired at September 30th 2007.
The revised asset value at September 30th 2007 was $ 112,860. This figure was the product of the following calculation:
Tangible Assets $ 82,936 Intangible Assets $ 170,374 Work In Process $ 396,852 Impairment - Intangibles $ (140,450) Impairment - Work In Process $ (396,852) ------------------- $ 112,860 ===================
Yours sincerely,
Enzo Taddei CFO - Logica Holdings Inc.
_________________________________________________________________ 82 Avenue Road, Toronto, Ontario M5R 2H2, Canada. Telephone 416-9295798 Fax 416-9294093
Show Raw Text
<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
VIA FAX 202-7729205
AND EDGAR
United States Securities and Exchange Commission
100 F Street, N.E., Stop 7010
Washington, D.C. 20549
Miss Christine Adams
Telephone Number: 202-551-3363
Re: Logica Holdings Inc
Form 10-KSB for year ended December 31, 2006.
Filed May 15, 2007
Form 10-QSB for Quarter Ended June 30, 2007.
File N0. 0-50621
Dear Miss Adams,
Logica Holdings Inc has reviewed your comments and below has detailed each
comment followed by our response along with any additional requested
information.
Form 10-Q for the Nine Months Ended September 30, 2007.
Balance Sheet as of September 30, 2007.
1. We note your responses to our prior comments 1 and 2 set forth in our
letter dated January 8, 2008 as well as the information you provided
in the amended 8K/A filed January 24, 2008. As communicated to you in
our conference call today, please provide us with roll-forward
schedules for the period from June 30, 2007 through September 30, 2007
for the following accounts:
o Common Share Capital;
o Additional Paid In Capital;
o Retained Earnings (Loss);
o Comprehensive Loss;
o Property and equipment;
o Intangible assets
_________________________________________________________________
82 Avenue Road, Toronto, Ontario M5R 2H2, Canada.
Telephone 416-9295798 Fax 416-9294093
<PAGE>
In your response, please provide as much information as necessary to clarify the
nature of each adjustment and entry, so that we can independently obtain a full
understanding of how you arrived at the ending balances.
Our responses to your comment letter dated February 14th 2008:
We would first like to point out that after carefully reviewing the balance
sheet items in question, we have been able to conclude that each revised balance
sheet should state the following:
Plays On the Net Post Reverse
---------------- ------------
June 30 2007 Sept 30 2007
------------ ------------
Common Stock 140,725 252,460
Preferred Shares -- --
Additional Paid-In Capital 1,261,258 5,586,111
Retained Earning (710,050) (710,050)
Net Income (Loss) (578,595) (5,107,968)
Comprehensive Loss / Income (8,609) (77,432)
------------ ------------
Total Stockholders' Deficit 104,729 (56,879)
============ ============
_________________________________________________________________
82 Avenue Road, Toronto, Ontario M5R 2H2, Canada.
Telephone 416-9295798 Fax 416-9294093
<PAGE>
<TABLE>
<CAPTION>
Common Stock and additional paid in Capital:
--------------------------------------------
<S> <C> <C> <C>
Par value APIC
6/30/2007 Initial and historical Shareholders 36,783 $ 1,627,169
7/9/2007 Reverse Merger - POTN Plc 180,000 $ (180,000)
7/9/2007 Reverse Merger - Retained Earnings Logica $(2,311,628)
9/26/2007 Shares for services rendered 9,267 $ 292,739
9/27/2007 Debt Conversion 26,410 $ 852,095
9/30/2007 Goodwill Australia - $ 4,999,724
9/30/2007 Disposal of Australian Subsidiaries - $(1,066,357)
9/30/2007 Forgiveness - Australian Directors - $ 111,110
------------- -----------
252,460 $ 4,324,853
============= ===========
</TABLE>
Common Stock:
-------------
The Common stock of the Company after the reverse merger was that of Logica
Holdings Inc. At June 30 2007 the par value of Common Stock was $ 36,838 and at
September 30 2007, the par value was $ 252,460. The difference is depicted
above.
Additional Paid In Capital:
---------------------------
The company's additional paid in Capital is the accumulative addition of the
June 30 2007 Plays On The net APIC (1,261,258) and the June 30 2007 Logica
Holdings APIC (1,627,169). The consolidated Additional Paid In Capital at
September 30, 2007 was 5,586,111 and the 2,697,683 difference is depicted above.
_________________________________________________________________
82 Avenue Road, Toronto, Ontario M5R 2H2, Canada.
Telephone 416-9295798 Fax 416-9294093
<PAGE>
Retained Earnings and Net Loss:
Upon reviewing the comments regarding the roll-forward of the retained earnings
(and net loss) from June 30, 2007 and September 30, 2007, we have concluded that
there were various amendments to be made to the three and nine month ended
September 30th 2007 income statement.
The revised 9 months ended September 30th 2007 income statement should have been
as follows:
Revenues $ 168,170
Cost of Sales $ 114,156
---------------------
Gross Profit $ 54,014
=====================
Expenditures:
General and Administrative $ 809,181
Legal and Professional Fees $ 143,515
Depreciation $ 16,666
--------------------
Total Expense $ 969,362
====================
Loss from Operations $ (915,348)
====================
Other Income / Expense
Interest Income $ 26
Interest Expense $ 28,935
Provision for Income Tax $ --
Impairment of Intangible assets $ 537,303
--------------------
Total Other Expenses $ 566,212
====================
Net (Loss) for continuing operation $ (1,481,559)
====================
Discontinued Operations
Gain from discontinued operations $ 31,666
Gain on sale of Subsidiaries $ 1,341,649
Impairment of Goodwill $ (4,999,724)
--------------------
Net Loss from discontinued Operations $ (3,626,409)
====================
Comprehensive Loss $ (5,107,968)
====================
_________________________________________________________________
82 Avenue Road, Toronto, Ontario M5R 2H2, Canada.
Telephone 416-9295798 Fax 416-9294093
<PAGE>
The areas that have been revised are as follows:
o On consolidation we failed included the general and administrative
expenses and legal & professional fees of Logica Holdings Inc.
o We had over depreciated certain assets by $ 7,258. The total
depreciation form the 9 months should have been $ 16,666.
o We had erroneously misallocated the interest expense $ 28,935 in
General and Administrative.
o We failed to include the impairment of the intangible asset $140,450
and "work in Process" $ 396,853. This amounted to $ 537,302 as per the
2006 audit report.
o We misstated the $ 31,666 as a "Loss from Discontinued Operations"
when in effect there was a "Gain from discontinued Operations" of $
31,666.
o Finally, we failed to include the Net Loss from Discontinued
operations which amounted to $ 3,626,409.
In order to allow you to better comprehend the roll-forward of the retained
earnings from June 30, 2007 to September 30, 2007. Please note the revised 3
month ended September 30th 2007 Income Statement:
Revenues
168,170
Cost of Sales 114,156
------------------
Gross Profit 54,014
==================
Expenditures:
General and Administrative 274,835
Legal and Professional Fees 128,461
Depreciation 6,741
------------------
Total Expense 410,036
==================
Loss from Operations (356,022)
==================
Other Income / Expense
Interest Income 26
Interest Expense 9,666
Provision for Income Tax --
Impairment of Intangible Assets 537,302
------------------
Total Other Expenses 546,942
==================
_________________________________________________________________
82 Avenue Road, Toronto, Ontario M5R 2H2, Canada.
Telephone 416-9295798 Fax 416-9294093
<PAGE>
Net (Loss) for continuing operation (902,964)
==================
Discontinued Operations
Gain from discontinued operations 31,666
Gain on sale of Subsidiaries 1,341,649
Impairment of Goodwill (4,999,724)
------------------
Net Loss from discontinued Operations (3,626,409)
==================
Comprehensive Loss (4,529,373)
==================
The areas that have been revised are as follows:
o On consolidation we failed included the general and administrative
expenses and legal & professional fees of Logica Holdings Inc.
o We had over depreciated certain assets by $ 4,046. The total
depreciation form the 3 months should have been $ 6,741.
o We had erroneously misallocated the interest expense $ 9,666 in
General and Administrative.
o We failed to include the impairment of the intangible asset $140,450
and "work in Process" $ 396,853. This amounted to $ 537,302 as per the
2006 audit report.
o We misstated the $ 31,666 as a "Loss from Discontinued Operations"
when in effect there was a "Gain from discontinued Operations" of $
31,666.
o Finally, we failed to include the Net Loss from Discontinued
operations which amounted to $ 3,626,409.
The net loss at June 30th 2007 was $ 578,595 and the accumulative net loss at
September 30th 2007 was $ 5,107,968 hence the net loss for the 3 months ended
September 30th 2007 was $ 4,529,373.
_________________________________________________________________
82 Avenue Road, Toronto, Ontario M5R 2H2, Canada.
Telephone 416-9295798 Fax 416-9294093
<PAGE>
Responses to Property & Equipment & responses to intangible assets:
The asset value stated on the 8K/A filed January 24th 2008 was as follows:
Intangible Assets $ 141,622
PP&E $ 682,516
-------------------
$ 824,138
===================
The $141,622 was erroneously classified as an intangible asset instead of an
"Other Current Asset".
The Property and Plant was also misstated for various reasons:
1) We erroneously used an incorrect Exchange Rate. The total value of the
assets should have been stated as $ 656,485 instead of $ 682,516. The
difference between the two figures was an approximate 4% exchange rate
difference.
2) We still were including the $ 537,302 of Intangible assets and "Work
In Process" that was duly impaired at September 30th 2007.
The revised asset value at September 30th 2007 was $ 112,860. This figure was
the product of the following calculation:
Tangible Assets $ 82,936
Intangible Assets $ 170,374
Work In Process $ 396,852
Impairment - Intangibles $ (140,450)
Impairment - Work In Process $ (396,852)
-------------------
$ 112,860
===================
Yours sincerely,
Enzo Taddei
CFO - Logica Holdings Inc.
_________________________________________________________________
82 Avenue Road, Toronto, Ontario M5R 2H2, Canada.
Telephone 416-9295798 Fax 416-9294093
</TEXT>
</DOCUMENT>