Room 4561
August 16, 2005
Mr. Willem M. Smit
Chief Executive Officer
Playlogic Entertainment, Inc., f/k/a Donar Enterprises, Inc.
c/o Harvard Business Services, Inc.
25 Greystone Manor
Lewes, Delaware 19958
Re: Playlogic Entertainment, Inc.
Registration Statement on Form SB-2 filed July 20, 2005
File No. 333-126721
Form 10-KSB for the year ended December 31, 2004
Form 10-QSB for the quarter ended March 31, 2005
File No. 0-49649
Dear Mr. Smit:
We have limited our review of your filings to those issues
we
have addressed in our comments. Where indicated, we think you
should
revise your document in response to these comments. If you
disagree,
we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary. Please be as detailed
as
necessary in your explanation. In some of our comments, we may
ask
you to provide us with information so we may better understand
your
disclosure. After reviewing this information, we may raise
additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.
Registration Statement on Form SB-2
General
1. Please advise us whether your amended registration statement
will
also present the financial information for Donar Enterprises, the
entity prior to your reverse merger on June 30, 2005 and, if not,
please provide us with the basis for not presenting such
information.
Selling Stockholders
2. Please revise this section to provide the material terms of all
transactions between Donar and/or Playlogic and the selling
stockholders within the last three years and to indicate whether
any
selling securityholder has had any other material relationship
with
the company within the same period. See Item 507 of Regulation S-
B.
In this regard, you should provide disclosure with respect to the
transactions in which your selling stockholders acquired the
securities that are being registered for resale here, including
information regarding the nature, date and value of the issuance
transactions.
3. Please disclose the natural persons who exercise the voting
and/or
dispositive powers with respect to the securities to be offered
for
resale by your selling stockholders that are non-reporting
entities.
We note that certain selling stockholders, such as Halter
Financial
Group, do not have such required disclosure. Please see
Interpretation I.60 of our July 1997 Manual of Publicly Available
Telephone Interpretations and Interpretation 4S of the Regulation
S-K
portion of the March 1999 Supplement to our July 1997 Manual of
Publicly Available Telephone Interpretations. Please also refrain
from using initials for the first names of your selling
stockholders
that are individuals.
4. We note that for those entities in which you have disclosed the
natural persons who exercise the voting and/or dispositive powers,
you state that such natural persons "may be deemed" to exercise
voting and investment control. Please advise us of the
circumstances
in which such natural persons may not be deemed to exercise voting
and investment control or, otherwise, revise your disclosure to
clearly state their exercise of such control.
5. Please disclose whether any selling securityholder is an
affiliate
of a registered broker-dealer. If a selling securityholder is an
affiliate of a registered broker-dealer, please expand the
prospectus
disclosure to indicate whether such selling securityholder
acquired
the securities to be resold in the ordinary course of business.
Also
indicate whether at the time of the acquisition such selling
securityholder had any agreements, understandings or arrangements
with any other persons, either directly or indirectly, to dispose
of
the securities.
Item 16. Exhibits
6. Please file your legality opinion as soon as possible.
Signatures
7. Form SB-2 requires a majority of your board of directors to
execute your registration statement. Their signatures appear to
be
missing from your filing. Please ensure that your registration
statement is filed with the necessary signatures. Please see the
Instructions to Signatures on Form SB-2 for additional guidance.
Form 10-KSB for the year ended December 31, 2004
Item 8A. Controls and Procedures
8. Your disclosure suggests that your disclosure controls and
procedures are effective, but only to the extent of "timely
alerting
[your chief executive officer and chief financial officer] to
material information relating to [you] required to be included in
[y]our Exchange Act reports." This text does not address whether
your disclosure controls and procedures, as defined in Rule 13a-
15(e)
under the Exchange Act, is effective. Please tell us whether your
disclosure controls and procedures are effective. Please also
confirm to us that you will consider this comment in preparing
future
periodic reports.
9. We note your disclosure that "[t]here have been no significant
changes in [y]our internal controls or in other factors that could
significantly affect internal controls subsequent to the date
[you]
carried out the evaluation." Please note that Item 308 of
Regulation
S-B requires the disclosure of "any" change in your internal
controls
that occurred "during [your] last fiscal quarter" that has
"materially affected, or is reasonably likely to materially
affect,"
your internal controls. In light of the foregoing, please advise
us
with respect to changes in your internal controls for the quarters
ended December 31, 2004 and March 31, 2005. Please also confirm
to
us that you will consider this comment in preparing future
periodic
reports.
Form 10-QSB for the quarter ended March 31, 2005
10. We note that you evaluated the effectiveness of your
disclosure
controls and procedures as of a date within 90 days prior to the
filing of your report. The evaluation of your disclosure controls
and procedures pursuant to Rule 13a-15(b) under the Exchange Act
and
Item 307 of Regulation S-B is to be made as of the end of the
period
covered by the report. Please tell us whether the applicable
executives concluded that your disclosure controls and procedures
were effective as of the end of the period covered by the report.
Additionally, please confirm to us that you will consider this
comment in preparing future periodic reports.
* * * *
As appropriate, please amend your registration statement in
response to these comments. You may wish to provide us with
marked
copies of the amendment to expedite our review. Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review. Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities Act
and
that they have provided all information investors require for an
informed investment decision. Since the company and its
management
are in possession of all facts relating to a company`s disclosure,
they are responsible for the accuracy and adequacy of the
disclosures
they have made.
Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:
* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
* the company may not assert the staff comments and the
declaration
of effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.
We will consider a written request for acceleration of the
effective date of your registration statement as a confirmation of
the fact that those requesting acceleration are aware of their
respective responsibilities under the Securities Act and the
Exchange
Act as they relate to the proposed public offering of the
securities
specified in the above registration statement. We will act on the
request and, pursuant to delegated authority, grant acceleration
of
the effective date.
We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement. Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration. Please provide this
request at least two business days in advance of the requested
effective date.
You may contact Daniel Lee at (202) 551-3477 with any
questions. If you need further assistance, you may contact me at
(202) 551-3730.
Sincerely,
Barbara C. Jacobs
Assistant Director
cc: Via Facsimile
Paul B. Downs, Esq.
Alex Gordon, Esq.
Heller Ehrman LLP
7 Times Square
New York, New York 10036
Telephone: (212) 832-8300
Facsimile: (212) 763-7600