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March 9, 2015

Larry Spirgel

Assistant Director

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549-3561

Re:          Dolphin Digital Media, Inc.

Form 10-K for Fiscal Year Ended December 31, 2013

Filed August 15, 2014

Form 10-Q for Fiscal Quarter Ended June 30, 2014

Filed August 21, 2014

Response Dated January 20, 2015

File No 000-50621

Dear Mr. Spirgel:

We hereby respond to the comments provided by the Staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in its letter to Dolphin Digital Media, Inc. (the “Company”) dated January 30, 2015, regarding the Company’s response to a letter received by the Staff regarding the Company’s Form 10-K for the fiscal year ended December 31, 2013 and the Company’s Form 10-Q for the fiscal quarter ended June 30, 2014.  For ease of reference, we have included the Staff’s comments in their entirety in italicized text preceding each of our responses.

Form 10-K for Fiscal Year Ended December 31, 2013

Item 1. Business, page 1

1.

We note your response to Comment 2.  Please update this section.  Clearly distinguish and balance historical, current and aspirational operation, and do not place and undue emphasis on cancelled agreements or defunct projects.

Response:

The Company respectfully acknowledges the Staff’s comment and has included proposed revisions of the Business section of its Form 10-K for fiscal year ended December 31, 2014 attached hereto as Annex A.

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Dolphin Digital Studios, page 2

2.

We note your response to Comment 3.  Please provide greater detail as to where your eleven projects currently stand in the video production cycle.

Response:

The Company respectfully acknowledges the Staff’s comment. In the proposed Business section, the Company discusses the process whereby scripts are purchased and developed.  As with many media producers, our strategy is to purchase, or contract to have written, numerous scripts so that we have the ability to offer the potential distributors a variety of projects from which they can choose.  In some cases, scripts may be purchased and never developed and in other cases the scripts may be held for an undefined period of time until we can find an online platform or advertisers that are interested in the project.  Not all scripts that were purchased will be produced.  With respect to the eleven scripts that were originally purchased with the $1.0 million raised during 2011 and 2012, we developed two into web series.  The other nine scripts are within the Company’s stable of potential projects to offer distributors, but will not be developed until and unless they are selected by a distributor.

Cambio Distribution Partnership, page 4

3.

We note your response to Comment 6.  We further note that Cambio is currently listed as a partner of Dolphin Digital Studios on your website.  Please advise.  We additionally note that Facebook is listed as a partner of Dolphin Digital Studios on your website.  Please provide greater detail, or advise, as to any business or distribution relationship with Facebook.

Response:

The Company respectfully acknowledges the Staff’s comment.  The Company has removed all references to the Cambio and Facebook partnerships as these references are outdated.  The Company had an agreement to distribute certain content on Cambio that it later decided not to pursue.

Kids Clubs, page 4

4.

We note your response to Comment 7. Please provide greater detail as to how your partnership with Club Connect relates to and is integrated into your video production business.

Response:

The Company respectfully acknowledges the Staff’s comment.  The Company’s partnership with Club Connect is not related to or integrated into the video production business with the exception that the Company may use some of the web series produced as content for the online kids club.

Item. 1A. Risk Factors, page 6

Certain Risk Factors Relating to our Business, page 7

5.

We note your response to Comment 8.  Please revise your risk factors so that they are narrowly tailored towards your particular business plan and highlight the current status of your business operations.

The Company respectfully acknowledges the Staff’s comment and has included proposed revisions of the risk factors relating to the Business section of its Form 10-K for fiscal year ended December 31, 2014 attached hereto as Annex B.

Item 7. Management’s Discussion and Analysis, page 12

6.

We note your response to Comment 11 as well as the information provided in Annexes A and B. Please provide greater detail as to the Company’s current video content distribution operations and related revenue generation

The Company respectfully acknowledges the Staff’s comment and has included its proposed narrative for the Management Discussion and Analysis section of its Form 10-K for fiscal year ended December 31, 2014 attached hereto as Annex C.  The Company has not included any numbers for the year ended December 31, 2014 in our response as the year end audit has not been completed.

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As requested in your comment letter, we hereby acknowledge that (a) we are responsible for the adequacy and accuracy of the disclosure in the filing; (b) your comments or our changes to our disclosure in response to your comments do not foreclose the Commission from taking any action with respect to the filing; and (c) we may not assert your comments as a defense in any proceedings initiated by the Commission or any person under the federal securities laws of the United States.

We appreciate the Staff’s assistance with regard to these comments and in helping us enhance the disclosure in our public reports.  Please direct any comments or requests for further information to Mirta Negrini, our Chief Financial and Operating Officer or me at 305-774-0407.

Best regards,

/s/ William O’Dowd IV

William O’Dowd IV

Chief Executive Officer

Dolphin Digital Media, Inc.

Cc:

Kara L. MacCullough

Greenberg Traurig, P.A.

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ANNEX A

Proposed Revisions to Business Section

Overview

Dolphin Digital Media, Inc. (“Dolphin”) is dedicated to the production of high-quality digital content. Dolphin Digital Studios, a division of the Company, is a producer of original, high quality digital programming for online consumption and is committed to delivering premium, best-in-class entertainment and securing premiere distribution partners to maximize audience reach and commercial advertising potential. Dolphin has also partnered with U.S. Youth Soccer and United Way Worldwide to develop online kids clubs for several organizations.

Premium online video is the largest growth sector for online advertising, with market leaders such as Yahoo!, Hulu, Netflix, YouTube and AOL making major initiatives around original programming.

We target three distinct demographics for our “web series” activities:

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Tweens (roughly 9-14 years old);

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Teens and Young Adults (roughly 14-24 years old); and

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General Market (roughly 14-49 years old).

We expect to serve each of these demographics with different content, and we may have different distribution partners for each of these demographics.

Dolphin Digital Studios

Dolphin Digital Studios is our digital entertainment division which creates original content to premiere online and has been our primary focus during the year ended December 31, 2014.  Substantially all of our operating income and expenses during the twelve months ended December 31, 2014 were related to Dolphin Digital Studios.

Production

Our in house development team is continuously reviewing scripts for projects that are within our target demographic as detailed above and within our normal budget range of $3.0 to $5.0 million (including the purchase of the script, production and marketing).  Occasionally, we will also hire writers to develop a script for an idea that we have internally.   From the selection provided by the Development team, management reviews the scripts and evaluates them based on expected appeal to advertisers, talent we think we can attract, available budget for the production and available financing.  We normally purchase a variety of scripts which we hold for future use.  Not all scripts purchased will be produced.  Some scripts revert back to the writer if they are not produced during a contractually agreed upon timeframe.

 Once we have a stable of scripts, we present a variety of projects, based on these scripts, to online platforms such as Hulu, AOL, and Yahoo.  The online platform will typically evaluate the project based on their evaluation of potential demand, including the genre or demographic to which they are looking to appeal.  Once a project is selected by the online platform we enter into a distribution agreement with the online platform that outlines, among other things, the revenue sharing percentages (normally between 30 and 45%) and the length of time that the show will air on that platform.

Based on agreements with the online platforms and advertisers, the decision is made to “greenlight” or approve a project for production.  The pre-production phase entailing the hiring of a director, talent, various crew, securing locations to film, etc. begins at this point.   We may become signatories to certain guilds such as Screen Actors Guild, Directors Guild of America and Writers Guild of America.  This stage may take several months and is critical to the success of a project.  The decision of where to produce the project is oftentimes based on incentive tax programs implemented by many states and foreign countries to attract film production in their jurisdiction as a means of economic development.  These incentives normally take the form of sales tax refunds, transferable tax credits, refundable tax credits or cash rebates that are calculated based on a percentage spent in the jurisdiction offering the incentive.  We further attempt to minimize our financial exposure by structuring agreements with talent that provide for them to participate in the financial success of the motion picture in exchange for reducing guaranteed amounts to be paid, regardless of the film’s success.

The length of time needed to film a web series varies by project but is typically between three and six weeks.  Once the filming is completed, the project will enter the post production stage that entails film editing, sound editing, development of special effects as needed, etc.   Depending on the complexity of the work to be done, post production may take from two to six months to complete.

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Distribution

Digital productions for advertiser supported video on demand (“AVOD”) platforms premiere on digital platforms such as Hulu, Yahoo and AOL.  These contracts usually extend for a limited period, typically six months.  Once the contact expires, we distribute our productions in ancillary markets such as through home entertainment, subscription video-on-demand (“SVOD”) (e.g. Netflix), pay television, broadcast television, foreign and other markets.

During the first quarter of 2015, we will enter production of “South Beach- Fever,” a 90-minute soap opera set amidst dueling record companies on Miami Beach.  We have secured advertising commitments that we expect will net approximately $2.2 million against this series that is anticipated for release during the third quarter of 2015. From these amounts, we will be required to pay the direct production costs.  Other projects are currently being evaluated and we plan to greenlight at least one additional project to be produced during 2015.

During 2013 and 2014, we concentrated our efforts in identifying certain projects that we intend to produce for online distribution and acquired the rights to several scripts.  In the last three years, we produced and distributed “Cybergeddon” in partnership with Anthony Zuiker, creator of CSI, “Hiding”, and were hired to provide production services for “Aim High” produced by a related party in conjunction with Warner Brothers.   These productions earned various awards including two Streamy Awards.

Financing

We have financed our acquisition to the rights of certain digital projects and productions through a variety of financing structures including Equity Finance Agreements and Loan and Security Agreements.

Kids Clubs

Through our “kids clubs” (online membership based websites), meant to serve as a destination for entertainment and information for various organizations, we seek to partner with established “brands” in the children’s space, and to expand each brand’s existing online audience through the promotion of original content supplied and/or sourced by Dolphin Digital Studios.  Premium entertainment offerings, such as original web series, we expect will serve to both increase audience through positive word of mouth and to increase engagement, or length of time on site.  Furthermore, we expect that the kids clubs will serve as the platform for sponsorship and other marketing opportunities, such as contests and sweepstakes and as strong marketing vehicles for the respective brands, as they keep the brands “top of mind” for the youngest generation, and in a space (the online world) where they increasingly go.

We believe that kids clubs will provide us the opportunity to capitalize on the combination of the following two consumer trends:

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a greater number of children under the age of 18 have access to the internet (and most “own” their own devices – e.g. laptop computers, tablets and  smartphones)

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 those children who have access to the internet spend an increasing amount of time “online.”

Simply put, the internet has become the next generation’s “go to” destination for both entertainment and information.

Brands that are “offline” (those without a marketing presence over the internet) need to engage with their participants “online” (or marketed over the internet) or risk losing them altogether.  To build successful engagement with children and teenagers in the “real world” and offer them nothing (let alone an equivalent engagement opportunity) in the digital world is a tremendous lost opportunity.  For example, Little Leagues may exist for the enjoyment of children, but their websites are overwhelmingly only used by parents.  Similarly, non-profits may exist to provide enrichment and cultural opportunities for children, but their websites are seldom visited by the children they cater to.

In 2013, we entered into an agreement with United Way Worldwide, a worldwide philanthropic organization, to create an online kids club which promotes the organization’s philanthropic philosophy and encourages literacy in elementary school age children.  According to various studies, high school drop-out rates have a direct, proportional correlation to 3rd grade reading proficiency. If a child is already behind in their reading proficiency after 3rd grade, they are over 4x more likely to drop out of high school (a rate which increases to 10x for minority children). In the U.S., nearly 60% of fourth graders are not reading at their grade level. Our online kids club offers reading activities, articles and games. It also promotes parent engagement by emailing parents and continuously messaging the importance of reading and parent involvement to achieve reading proficiency.  We have also partnered with Scholastic Books to provide a Reading Oasis to schools that are sponsored by a donor.  Donors may sponsor a school for $10,000 which entitles each child in the school to receive an annual online kids club membership and a Reading Oasis for the school.  A Reading Oasis is a location in a school that is transformed into a reading room.  The Reading Oasis provides the school with hundreds of books (K-3), listening library, colorful bean bag chairs, a reading themed carpet, book cases, and a stereo listening center with four headphones. Pursuant to the terms o