SEC Comment Letter for Trillion Energy International Inc. (TRLEF) (CIK 0001648636) (TRLEF) — Sep 30, 2015
Trillion Energy International Inc. (TRLEF) (CIK 0001648636)
Date: Sept. 30, 2015 · CIK: 0001648636 · Accession: 0000000000-15-047956
AI Filing Summary & Sentiment
File numbers found in text: 333-205771
Letter
Mail Stop 4628 September 30, 2015 Scott C. Larsen President Park Place Energy, Inc. 2200 Ross Avenue , Suite 4500E Dallas , TX 7 5201
Re: Park Place Energy Inc. Amendment No. 1 to Registration Statement on Form S -4 Filed September 18 , 2015 File No. 333-205771
Dear Mr. Larsen :
We have reviewed your amended registration statement and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.
Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comments apply to your facts and circumstances or do not believe an ame ndment is appropriate, please tell us why in your response.
After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments. Unless we note otherwise, our refer ences to prior comments are to comments in our August 11, 2015 letter .
Exhibit 8.1
1. We note your response to our prior comment 3 and reissue in part. Please file a revised opinion of counsel in which counsel expressly opines upon each of the material federal tax consequences you list on page 45 of your registration statement . For example, we note that counsel has not provided its opinion as to whether each holder that exchanges PPEC common st ock for your common stock will recognize gain or loss upon receipt of your common stock. Additionally, it is unclear whether the bulleted items on page 45 are counsel’s legal conclusions. We note the
Scott C. Larsen Park Place Energy Inc. September 30, 2015 Page 2
assumption on page 45 that the reincorporation constit utes a “reorganization.” Please also clarify the disclosure on page 45 of the registration statement .
Please c ontact Parhaum J. Hamidi, Attorney -Adviser , at (202) 551 -3421 or, in his absence, Loan Lauren P. Nguyen , Legal Branch Chief , at (202) 551 -3642 with any questions.
Sincerely,
/s/ Loan Lauren P. Nguyen for
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Mail Stop 4628 September 30, 2015 Scott C. Larsen President Park Place Energy, Inc. 2200 Ross Avenue , Suite 4500E Dallas , TX 7 5201 Re: Park Place Energy Inc. Amendment No. 1 to Registration Statement on Form S -4 Filed September 18 , 2015 File No. 333-205771 Dear Mr. Larsen : We have reviewed your amended registration statement and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comments apply to your facts and circumstances or do not believe an ame ndment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments. Unless we note otherwise, our refer ences to prior comments are to comments in our August 11, 2015 letter . Exhibit 8.1 1. We note your response to our prior comment 3 and reissue in part. Please file a revised opinion of counsel in which counsel expressly opines upon each of the material federal tax consequences you list on page 45 of your registration statement . For example, we note that counsel has not provided its opinion as to whether each holder that exchanges PPEC common st ock for your common stock will recognize gain or loss upon receipt of your common stock. Additionally, it is unclear whether the bulleted items on page 45 are counsel’s legal conclusions. We note the Scott C. Larsen Park Place Energy Inc. September 30, 2015 Page 2 assumption on page 45 that the reincorporation constit utes a “reorganization.” Please also clarify the disclosure on page 45 of the registration statement . Please c ontact Parhaum J. Hamidi, Attorney -Adviser , at (202) 551 -3421 or, in his absence, Loan Lauren P. Nguyen , Legal Branch Chief , at (202) 551 -3642 with any questions. Sincerely, /s/ Loan Lauren P. Nguyen for H. Roger Schwall Assistant Director Office of Natural Resources