SEC Company Response from Dolphin Entertainment, Inc. (DLPN) (CIK 0001282224) (DLPN) — Mar 17, 2008
Dolphin Entertainment, Inc. (DLPN) (CIK 0001282224)
Date: March 17, 2008 · CIK: 0001282224 · Accession: 0001269678-08-000075
AI Filing Summary & Sentiment
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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 8-K/A dated July 13, 2007, filed January 24, 2008.
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Report of Independent Registered Public Accounting Firm, page F-9
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1. Please revise to include an audit opinion that identifies and is
signed by the issuing firm.
Please find attached a copy of the signed audit opinion.
Note 3. Equipment, page F-20
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2. We refer to your asset "Work in Process" of $396,853 as of December
31, 2006, which appears to consist of expenditures for the development
of computer software project. Please tell us in more detail about the
nature of these costs and specifically how you met the criteria set
out under SOP 98-1 for capitalization.
________________________________________________________________________________
82 Avenue Road, Toronto, Ontario M5R 2H2, Canada.
Telephone 416-9295798 Fax 416-9294093
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These development costs relate to the internal development of the
Company's website, PlaysOnTheNet.Com. This software is considered internal use
software. The Company has no plans to market the software externally.
The "Work in Process" asset of $396,853 comprises direct labour costs
incurred in developing and acquiring custom code for the web applications,
development of data bases and HTML pages, installation and development of the
applications on the servers, the initial creation of hypertext links to other
sites, and the creation of initial graphics.
All overhead costs, training, administration, updates, data conversion
costs, costs to input content into the website and other costs have been
expensed.
Note 4. Intangible Asset, page F20.
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3. We refer to your intangible asset, "Publishers' Contracts" of $140,450
as of December 31, 2006. Please tell us in detail the nature of this
asset, and your basis for capitalization in accordance with GAAP.
Please site the accounting literature that you relied upon in this
conclusion.
This asset comprises fees and commissions paid to a third party in
order to secure publishers contracts with the BBC, Random House Publishers,
Little Brown and others. These contracts allow us to include the publishers'
content on our website, and to act as internet distributors for these
publishers.
We believe that the costs related to publishers contracts meets the
indefinite life criteria outlined in Statement of Financial Accounting Standards
No 142, "Goodwill and Other Intangible Assets" (SFAS 142) , because the Company
expects both the contract and the cash flows generated by the contract to
continue indefinitely due to the likelihood of continued renewal at little or no
cost.
The Company does not amortize the asset, but evaluates the remaining
useful life of the asset each reporting period to determine whether events and
circumstances continue to support an indefinite useful life.
Yours sincerely,
/s/ Enzo Taddei
Enzo Taddei
CFO - Logica Holdings Inc.
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholder of
Plays On The Net Plc
We have audited the accompanying consolidated balance sheet of Plays On
The Net Plc (A Development Stage Company) and its subsidiaries as of December
31, 2006, and the related consolidated statements of operations and
comprehensive loss, stockholder's deficit and cash flows for the period from May
23, 2006 (date of inception) to December 31, 2006. These financial statements
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these consolidated financial statements based on our
audit.
We conducted our audit in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. The company is not
required to have, nor were we engaged to perform, an audit of its internal
control over financial reporting. Our audit included consideration of internal
control over financial reporting as a basis for designing audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company's internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of the Company
and its subsidiaries as of December 31, 2006, and the results of operations and
their cash flows for the period from May 23, 2006 (date of inception) to
December 31, 2006, in conformity with accounting principles generally accepted
in the United States of America.
The accompanying consolidated financial statements have been prepared
assuming that the Company will continue as a going concern. As discussed in note
1 to the consolidated financial statements, the Company is in development stage,
has incurred a loss from operations, and has a negative working capital and an
accumulated deficit during the development stage. These matters raise
substantial doubt about its ability to continue as a going concern. Management's
plans regarding these matters are described in note 1. The consolidated
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.
/s/ SF Partnership
Toronto, Canada CHARTERED ACCOUNTANTS
March 31, 2007
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SF Partnership, LLP
Chartered Accountants
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders
Logica Holdings, Inc.
We hereby consent to the incorporation by reference to the Registration
Statement on Form 8-K/A of Plays On The Net PLC, of our report dated March 31,
2007 relating to the consolidated financial statements of Logica Holdings, Inc.
and subsidiaries of December 31, 2006, and for the period from May 23, 2006
(Date of Inception) through to December 31, 2006, and to the reference to us
under the heading "Experts" in the Registration Statement on Form 8-K/A.
February 8, 2008
/s/ SF Partnership, LLP
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CHARTERED ACCOUNTANTS
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