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Correspondence

November 19, 2009

United States Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, DC 20549

Attention: Larry Spirgel, Assistant Director

    Re:

    Dolphin Digital Media, Inc. (the “Company) Form 10-K

    Form 10-K for the Fiscal Year Ended December 31, 2008

    Form 10-Q for the Quarters Ended March 31, 2009 and June 30, 2009

    File No. 000-50621

Dear Mr. Spirgel:

The purpose of this letter is to provide the Company’s responses to the October 29, 2009
Comment Letter (the “Comment Letter”) to Mr. William O’Dowd IV, Chief Financial Officer of the
Company. This letter indicates how the Company proposes to respond to your comments and provide
certain information requested by you in the Comment Letter. For your convenience, we have restated
the comments from the Comment Letter below followed by the Company’s responses.

    Note 5 — Intangible Assets, page F-15

    COMMENT 1.

    We note that “on June 23, 2008 [you] purchased 100% of
Dolphin Digital Media, Inc. [by issuing] 24,063,735
[or 51% of your] outstanding common stock” to William
O’Dowd IV. You believed that the acquisition
constituted a “change of control” and, per the
guidance of SAB 48, you recorded the assets of Dolphin
Digital Media, Inc. at its historical cost. Per the
roll-forward of intangible assets at F-15, the
historical cost was $525,403.

    SAB 48 states “that if nonmonetary assets are received by a . . . closely
held company from promoters or shareholders in exchange for stock, such
assets should normally be recorded at the historical cost basis of the
promoters, or shareholders.” When referencing “promoters or shareholders,”
SAB 48 is referring to promoters or shareholders of the existing company.
Mr. O’Dowd was not a promoter or shareholder of Logica Holdings, Inc. (the
acquirer of Dolphin Digital Media, Inc.) until the company issued him 24
million shares as the purchase price for the Dolphin Entertainment license.

Larry Spirgel, Assistant Director

November 19, 2009

Page 2

    We believe that this transaction did not fall within the scope of SAB 48.
Therefore, we believe that the transaction should have been accounted for at
fair value. In this regard, we note that Logica Holdings’ stock was trading
at $1.00 per share at June 23, 2008. Please revise or advise.

         Response:

    Dolphin Digital Media was a newly created entity on June 23, 2009.

Consisting of $1,000 in cash. The intangible assets of $525,403 at December
31, 2009 were acquired after the date of the transaction.

    Note 6 — Notes Payable, page F-15

    COMMENT 2.

    We note that during 2008 you received proceeds of $1.9
million from notes payable that were later converted
into 3.9 million shares of common stock. We also note
that the debt was convertible at a price of $0.50 per
share and was payable on demand.

    It appears that you have not properly applied EITF 98-5. Your stock price
closed above $0.50 for all but one day (June 11) of 2008. Therefore, given
that your notes were payable on demand and convertible into common stock at
$0.50 per share, the debt was “in-the-money” at issuance. We believe that
you should have recognized a beneficial conversion feature at each issuance.
Please revise or advise.

         Response:

    The Company incorrectly footnoted the transactions. All funds that were
received should have been recorded as a sale of common stock. Please note
the last sentence of footnote 6. “The loan notes did not accrue any interest
because the Company converted the loans the same day that the funds were
received” We will correct the disclosure pertaining to the sale of common
stock.

The Company hereby acknowledges that:

    •

    the Company is responsible for the adequacy and adequacy of the disclosure in
the filings;

Larry Spirgel, Assistant Director

November 19, 2009

Page 3

    •

    Staff comments or changes to disclosure in response to Staff comments do not
foreclose the Commission from taking any action with respect to the filings; 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.

We would appreciate the cooperation of Staff in working with us to address any future comments
the Staff may have on the Company’s filings. We welcome the opportunity to speak with Staff
members directly in an effort to expedite any review.

    Sincerely,

Dolphin Digital Media, Inc.

    By:

/s/
William O’Dowd IV

    William O’Dowd IV

    Chief Financial Officer