SecProbe.io

Mail Stop 3720

March 24, 2016

William O’Dowd IV
Chief Executive Of ficer
Dolphin Digital Media, Inc.
2151 LeJeune Road, Suite 150
Coral Gables, FL 33134

Re: Dolphin Digital Media, Inc.
 Preliminary Information Statement on Schedule 14C
Filed March 18, 2016
File No. 000 -50621

Dear Mr. O’Dowd :

We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to these comments  within ten busine ss days by amending your filing or by
advising us as soon as possible when you will respond.  If you  do not believe our comments
apply to your facts and circumstances , please tell us why in your response.

After reviewing your response and any amendment you may file in response to these
comments, we may have additional comments.

General

1. You state on page 2 that written consent was provided by Mr. William  O’Dowd who
holds approximately 56.1 million shares of common stock representing 52.5% of the total
number of votes entitled to be cast on the reverse stock split.  Please reconcile this
statement with the figures presented in the beneficial ownership tabl e.  You state that as
of March 18, 2016, you had approximately 118.3 million shares of common stock
outstanding; however the disclosure in the beneficial ownership table on page 6 suggests
that there were at least 140 million shares outstanding.  It is als o unclear how the number
of shares of common stock and preferred stock owned by your shareholders effectively
translates into voting power.  Please advise or revise.  In addition to clarifying the
contradictions cited above, please enhance your beneficial ownership table presentation

William O’Dowd IV
Dolphin Digital Media, Inc.
March 24, 2016
Page 2

 by (1) separating stock ownership by class, (2) separating voting power by class, and (3)
clarifying the ownership and voting totals for each beneficial owner.

Approval By Our Shareholders of…the Reverse Stock Split, page 3

2. You disclose that the number of authorized shares of common stock will remain at 400
million following the reverse stock split.  Please discuss and provide quantified
disclosure regarding how the number of common shares available for issuance will
therefor e increase as a result of the reverse stock split.  In this regard, disclose in a table
the current number of issued shares, the current number of authorized but unissued shares
that are reserved for specific purposes (disclosing the purposes) and the curr ent number
of authorized but unreserved shares. In another table, disclose the number of authorized
but unissued shares, reserved shares and authorized but unreserved shares that will exist
after the reverse stock split.  Also discuss what effect the rever se stock split will have on
derivative securities, such as the conversion ratios of your preferred stock and exercise
prices of outstanding warrants.  Disclose whether you have any plans or arrangements for
the increase in available authorized shares.

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 the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   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 responding to our comments, please provide a written 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 respec t 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.

William O’Dowd IV
Dolphin Digital Media, Inc.
March 24, 2016
Page 3

 You may contact William Mastrianna, Attorney -Adviser,  at (202) 551 -3778, Kathleen
Krebs, Special Counsel, at (202) 551 -3350,  or me at (202) 551 -3810  with any other questions.

Sincerely,

 /s/ Kathleen Krebs, for

 Larry Spirgel
Assistant Director
 AD Office 11 – Telecommunications