January 9, 2018
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, DC 20549
Attn:
Joshua Shainess, Attorney-Adviser
Re: Dolphin Entertainment, Inc. Filed November 17, 2017 File No. 000-50621 Dear Mr. Shainess: On behalf of Dolphin Entertainment, Inc. (the “Company”), we hereby respond to the Staff’s comment letter, dated December 19, 2017, regarding the Company’s Form 10-K and Form 10-Q, referenced above. Please note that for the Staff’s convenience, we have recited the Staff’s comments and provided the Company’s responses to the comments immediately thereafter. Form 10-Q for the Quarterly Period Ended September 30, 2017 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations Overview, page 20 1. We note your claim that "[p]rior to its acquisition, 42West was the largest independently- owned public relations firm in the entertainment industry." Tell us your support for such assertion. The Company will amend the above sentence in future Exchange Act filings with the Commission as follows: “Prior to its acquisition, 42West grew to become one of the largest independently-owned public-relations firms in the entertainment industry.” | ALBANY AMSTERDAM ATLANTA AUSTIN BERLIN¬ BOCA RATON BOSTON CHICAGO DALLAS DELAWARE DENVER FORT LAUDERDALE HOUSTON LAS VEGAS LONDON* LOS ANGELES MEXICO CITY+ MIAMI MILAN** NEW JERSEY NEW YORK NORTHERN VIRGINIA ORANGE COUNTY ORLANDO PHILADELPHIA PHOENIX ROME** SACRAMENTO SAN FRANCISCO SEOUL∞ SHANGHAI SILICON VALLEY TALLAHASSEE TAMPA TEL AVIV^ TOKYO¤ WARSAW~ WASHINGTON, D.C. WESTCHESTER COUNTY WEST PALM BEACH ¬ operates as * operates as A + Operates as * * Strategic Alliance ∞ operates as ^ a branch of ¤ OPERATES AS ~ operates as |
GREENBERG TRAURIG, P.A. n ATTORNEYS AT LAW n WWW.GTLAW.COM
401 East Las Olas Boulevard, Fort Lauderdale, Florida 33301n Tel: 954.765.0500n Fax 954.765.1477
Joshua Shainess
January 9, 2018
Page 2
Note 14 – Variable Interest Entities, page F-34
2.
It appears based on your disclosure that most of your operations stem from the consolidation of your VIE, Max Steel Productions LLC. As such, please expand your disclosure to include the disclosures required by ASC 810-10-50-2AA(b) and (c). Also, in accordance with ASC 810-10-50-2AA (d), disclose how your involvement with your VIEs affects your cash flows.
Based on our conversation with the Staff on December 19, 2017, the Company agrees to provide the requested disclosure in future Exchange Act filings it makes with the Commission.
If you have any questions regarding the above, please contact the undersigned at (954) 768-8232.
| Very truly yours, |
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| GREENBERG TRAURIG, P.A. |
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| /s/ Laurie L. Green |
| Laurie L. Green |
cc:
William O’Dowd
Mirta Negrini
Dolphin Entertainment, Inc.
GREENBERG TRAURIG, P.A. n ATTORNEYS AT LAW n WWW.GTLAW.COM