DMH INTERNATIONAL, INC.
February 22, 2011
Susann Reilly
Securities and Exchange Commission
Division of Corporation Finance
100 F Street N.E.
Washington DC 20549
Re:
DMH International, Inc.
Registration Statement on Form S-1
File No. 333-169887
Submitted on October 12, 2010
Dear Ms. Reilly:
DMH International, Inc. (the “Company”), a Nevada corporation, has received and reviewed your letter of February 10, 2011, pertaining to the Company’s Registration Statement on Form S-1 (the “Filing”) as filed with the Securities & Exchange Commission (the “Commission”) on October 12, 2010.
Specific to your comments, our responses below are in addition to those filed via the Edgar system:
FORM S-1
The following numbered responses correspond to those numbered comments as set forth in the comment letter dated February 10, 2011.
Form S-1/A filed on January 21, 2011
Financial Statements
1.
Please consider Rule 8-08 of Regulation S-X in determining whether you should provide updated financial statements.
RESPONSE:We have revised the Filing accordingly.
Statements of Cash Flows, pages F-4 and F-14
2.
We reissue prior comment two of our letter dated January 19, 2011. We understand that the nature of the “cash received from acquisition” was in fact proceeds from the issuance of a note payable to Big Bear Holdings. Please confirm our understanding, and if true,reclassify this cash inflow to be a financing activity rather than an investing activity in your statements of cash flows.
RESPONSE:We have revised the Filing accordingly.
In connection with the Company’s responding to the comments set forth in the February 10, 2011 letter, the Company acknowledges that:
1.
The Company is responsible for the adequacy and accuracy of the disclosure in the Filing;
·
Staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the Filing; and,
·
The Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
A copy of this letter and any related documents have also been filed via the EDGAR system. Thank you for your courtesies.
Very truly yours,
/s/Jon-Marc Garcia
Jon-Marc Garcia
