SEC – ‘UPLOAD’ from 11/9/05 re: Brilliant Digital Entertainment Inc – ‘LETTER’

On:  Wednesday, 11/9/05, at 2:40pm ET   ·   Private-to-Public:  Filing ¶  –  Release Delayed to:  7/12/06   ·   Accession #:  0-5-56949

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Delayed-Release Comment or Other Letter from the SEC
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: LETTER      Comment or Other Letter from the SEC                   4±    16K 


Room 4561                                                                       

October 26, 2005                                                

Mr. Kevin Bermeister                                                            
President, Chief Executive Officer                                              
and Acting Chief Financial Officer                                      
Brilliant Digital Entertainment, Inc.                                           
14011 Ventura Boulevard, Suite 501                                              
Sherman Oaks, California 91423                                                  

Re:     Brilliant Digital Entertainment, Inc.                                   
Preliminary Proxy Statement on Schedule 14A filed October 25,   
2005                                                                            
File No. 1-14480                                                

Dear Mr. Bermeister:                                                            

This is to advise you that we have limited our review of the        
above filing to the matters addressed in the comments below.  No                
further review of the filing has been or will be made.  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 supplemental                    
information so we may better understand your disclosure.  After                 
reviewing this information, we may or may not 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.                                                         

Item 1: Reverse Split Amendment, page 3                                         

1. Please advise us whether and how you have complied with the                  
requirements of Section 242(b) of the General Corporation Law of                
Delaware with respect to your proposal and prospective amendment                
to                                                                              
your charter.  In amending your charter, Section 242(b) requires                
the                                                                             
board of directors to "adopt a resolution setting forth the                     
amendment                                                                       
proposed, declaring its advisability."  Your disclosure does not                
indicate whether the board of directors adopted the amendment for               
which you are seeking stockholder approval.  Please revise your                 
disclosure as appropriate.                                                      
2. Please tell us what consideration you gave to the application                
of                                                                              
Rule 13e-3 under the Exchange Act and address whether the reverse               
stock split has "a reasonable likelihood or a purpose of                        
producing"                                                                      
the effects described in Rule 13e-3(a)(3)(ii).  Please disclose                 
whether this is a first step in a going private transaction.                    
Please                                                                          
also provide additional disclosure with respect to the effects of               
the                                                                             
reverse stock split on the number of your record holders.  Please               
see                                                                             
Interpretation M.30 of our July 1997 Manual of Publicly Available               
Telephone Interpretations for additional guidance.                              

3. You state that you "have no current agreements to enter into                 
any                                                                             
stock offerings or strategic transactions."  Revise to also                     
disclose                                                                        
whether you presently have any plans, proposals or arrangements to              
issue any of the newly available authorized shares of common stock              
for any purpose, including future acquisitions and/or financings,               
other than your disclosed plan to reserve shares for the notes and              
warrants issued in your September 26, 2005 transaction.  If so,                 
please disclose by including materially complete descriptions of                
the                                                                             
future acquisitions and/or financing transactions.  If not, please              
state that you have no such plans, proposals, or arrangements,                  
written or otherwise, at this time to issue any of the additional               
authorized shares of common stock.                                              

4. Please refer to Release No. 34-15230 and discuss the possible                
anti-takeover effects of the increase in authorized shares.                     
Please                                                                          
also discuss other anti-takeover mechanisms that may be present in              
your governing documents or otherwise and whether there are any                 
plans                                                                           
or proposals to adopt other provisions or enter into other                      
arrangements that may have material anti-takeover consequences.                 
Inform holders that management might use the additional shares to               
resist or frustrate a third-party transaction providing an above-               
market premium that is favored by a majority of the independent                 
stockholders.                                                                   

5. Your reverse stock split proposal falls within Item 12 of                    
Schedule                                                                        
14A.  Please provide us your analysis as to why you have not                    
included                                                                        
financial statements pursuant to Items 12(f) and 13(a) of Schedule              
14A.  We note that information "not material for the exercise of                
prudent judgment in regard to the matter to be acted upon may be                
omitted."  Please address whether financial statements would be                 
material to your stockholders in determining their vote for the                 
reverse stock split proposal.                                                   

*              *              *              *                                  

As appropriate, please amend your filing and respond to             
these                                                                           
comments within 10 business days or tell us when you will provide               
us                                                                              
with a response.  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 amendments and                    
responses to our comments.                                                      

We urge all persons who are responsible for the accuracy and        
adequacy of the disclosure in the filings to be certain that the                
filings includes all information required under the Exchange 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.                                                                 

In connection with responding to our comments, please               
provide,                                                                        
in writing, a statement from the company acknowledging that:                    

* 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.                                   

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.                           

You may contact Daniel Lee at (202) 551-3477, or Anne               
Nguyen,                                                                         
Special Counsel, at (202) 551-3611, with any questions.  If you                 
need                                                                            
further assistance, you may contact me at (202) 551-3730.                       

Sincerely,                                                      

Barbara C. Jacobs                                               
Assistant Director                                              

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘UPLOAD’ Filing		Date		Other Filings
Release Delayed to:		7/12/06		CORRESP,  UPLOAD
Filed on:		11/9/05		UPLOAD
		10/26/05		UPLOAD
		10/25/05		8-K,  UPLOAD
		9/26/05		8-K,  UPLOAD
				List all Filings

1 Previous Filing that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

10/24/05  Brilliant Digital Entertainm… Inc PRE 14A    12/12/05    1:48K                                    Hill Carol Lee/FA