August 31, 2005 Paul Downs
paul.downs@hellerehrman.com
Main (212) 832-8300
Via Edgarlink and Federal Express Fax (212) 763-7600
Securities and Exchange Commission
Division of Corporation Finance
Mail Stop - 4561
100 F Street, N.E.
Washington, DC 20549
Attention: Ms. Barbara Jacobs and Mr. Daniel Lee
Re: Playlogic Entertainment, Inc.
Registration Statement on Form S-B2 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. 333-126721
Dear Ladies and Gentlemen:
By letter dated August 16, 2005 (the "Comment Letter") from the Staff
of the Commission (the "Staff"), the Staff provided certain comments with
respect to the Form S-B2 Registration Statement, Form 10-KSB and Form 10-QSB
referred to above of Playlogic Entertainment, Inc. (the "Company"). On behalf of
the Company, we are responding to the Comment Letter in the following numbered
paragraphs which correspond to the paragraph numbers in the Comment Letter. The
comments contained in the Comment Letter are reproduced in bold and italics
below, and the response to each comment follows. We are hereby filing Amendment
No. 1 to such Form S-B2 Registration Statement and the Form 10-KSB and Form
10-QSB. One clean copy and one marked copy of Amendment No. 1 to the Form SB-2
indicating changes to the initial filing of the Form SB-2 are enclosed for the
Staff's reference. Please note that page references in the text below are to the
clean copy of Amendment No. 1.
Registration Statement on Form SB-2
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General
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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.
Securities and Exchange Commission
August 31, 2005
Page 2
Amendment No. 1 to the Form SB-2 presents the consolidated financial information
for Donar Enterprises, now known as Playlogic Entertainment, Inc., and its
subsidiaries.
Selling Stockholders
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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.
Pages 47 and 48 of the Form SB-2 have been revised in response to this comment.
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.
Page 48 of the Form SB-2 has been revised in response to this comment.
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.
Pages 46 and 48 of the Form SB-2 have been revised to remove the phrase "may be
deemed" to clearly state that those natural persons exercise voting and
investment control over the shares.
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.
Page 47 of the Form SB-2 has been revised to disclose that no selling
securityholder is an affiliate of a registered broker-dealer.
Securities and Exchange Commission
August 31, 2005
Page 3
Item 16. Exhibits
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6. Please file your legality opinion as soon as possible.
We have included the legality opinion as an exhibit to Amendment No. 1 to the
Form SB-2.
Signatures
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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.
All of the members of the Board of Directors have executed Amendment No. 1 to
the Form SB-2.
Form 10-KSB for the year ended December 31, 2004
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Item 8A Controls and Procedures
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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.
The Company confirms that its disclosure controls and procedures are effective,
and the Company confirms that it 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.
The Company confirms that during the quarters ended December 31, 2004 and March
31, 2005, there were no changes to its internal controls and procedures that
have materially affected or are reasonably likely to materially affect its
internal controls and procedures. The Company confirms that it will consider
this comment in preparing future periodic reports.
Securities and Exchange Commission
August 31, 2005
Page 4
Form 10-QSB for the quarter ended March 31, 2005
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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 periods covered
by the report. Additionally, please confirm to us that you will (.)consider
this comment in preparing future periodic reports.
The Company's executives concluded that the Company's disclosure controls and
procedures were effective as of the end of the period ending March 31, 2005. The
Company confirms that it will consider this comment in preparing future periodic
reports.
Sincerely,
/s/ Paul Downs
Paul Downs
Heller Ehrman LLP