PARSONS/BURNETT/BJORDAHL/HUMELLP
_________________________________
ATTORNEYS
James B. Parsons
jparsons@pblaw.biz
VIA FACSIMILE (703-813-6981)
January 28, 2011
Mark P. Shuman
Legal Branch Chief
Division of Corporation Finance
U.S. Securities and Exchange Commission
100 F Street NE
Washington, D.C. 20549
Re: DigitalTown, Inc.
Registration Statement on Form S-1
Filed December 23, 2010
File No. 333-171402
Dear Mr. Shuman:
This letter is in response to your comment letter dated January 19, 2011, with regard to the amendments to the Form S-1 filing of DigitalTown, Inc., a Minnesota corporation (“DigitalTown” or the "Company") filed on December 23, 2010.
Form S-1
General
1.
In response to your comment number 1, the Company has 28,032,213 shares issued and outstanding. Of those shares, 18,812,987 are held by officers, directors, or affiliates. 9,219,226 are held by non-affiliates. Therefore, the Company is registering less than 1/3 of the public float. The following table shows the shares held by officers, directors and affiliates.
DigitalTown, Inc | |||
Affiliate Shareholders | |||
January 21, 2011 | |||
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Pomije | Richard | Officer/Director | 18,189,818 |
Gramstad | Paul | Officer | 20,680 |
Suite 1850 Skyline Tower, 10900 NE 4th Street, Bellevue, WA 98004ŸT (425) 451-8036 ŸF (425) 451-8568Ÿwww.pblaw.biz
_________________________________________________________________
A Limited Liability Partnership with offices in Bellevue and Spokane
Ms. Pamela Lang
Division of Corporation Finance
Securities and Exchange Commission
January 28, 2011
Page2 of 3
Mills | Jeff | Director | 571,374 |
McNally | Pierce | Director | 22,594 |
Turner | Mark | Director | 4,517 |
Fisher | Don | Director | 4,004 |
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Total affiliate shares | 18,812,987 | ||
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Total shares outstanding | 28,032,213 | ||
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Total non-affiliate shares | 9,219,226 |
2.
Financial statements and related discussions have been updated.
Risk Factors, page 3
3.
A risk factor has been added regarding the potential dilutive effects of this offering.
Selling Stockholder, page 9
4.
Additional information has been included as required by Item 507 or Regulation S-K.
Plan of Distribution, page 10
5.
References to Rule 144 have been removed from this section.
Drawdown Equity Financing Agreement, page 9
6.
Additional details have been added regarding the Agreement.
Plan of Distribution, page 10
7.
Auctus has been identified as an underwriter at appropriate places throughout the Prospectus.
Part II. Information Not Required in Prospectus
Recent Sales of Unregistered Securities, page II-1
8.
A Form D has been filed.
9.
The Security Ownership table has been updated to a recent date.
Ms. Pamela Lang
Division of Corporation Finance
Securities and Exchange Commission
January 28, 2011
Page3 of 3
Signature, page II-5
10.
The signature page has been updated.
Please contact this office with any further comments or questions. We are filing the redlined version and this letter on EDGAR correspondence. I would appreciate if you would send any further responses directly to me electronically or via facsimile, so I may assist Digitaltown in a prompt response. If the SEC has no further comments, we expect to file a request for acceleration of the effective date.
Thank you in advance for your courtesies.
Very truly yours,
PARSONS/BURNETT/BJORDAHL/HUME, LLP
/s/ James B. Parsons
James B. Parsons
JBP:aqs