SEC Company Response from Dolphin Entertainment, Inc. (DLPN) (CIK 0001282224) (DLPN) — Dec 19, 2017
Dolphin Entertainment, Inc. (DLPN) (CIK 0001282224)
Date: Dec. 19, 2017 · CIK: 0001282224 · Accession: 0001553350-17-001417
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-219029
Referenced dates: December 18, 2017
Letter
Securities and Exchange Commission Division of Corporation Finance Dolphin Entertainment, Inc. Amendment No. 3 to Registration Statement on Form S-1 Filed December 15, 2017 File No. 333-219029
Dear Mr. Spirgel:
On behalf of Dolphin Entertainment, Inc. (the “Company”), we hereby respond to the Staff’s comment letter, dated December 18, 2017, regarding the Company’s Registration Statement on Form S-1 referenced above. Please note that for the Staff’s convenience, we have recited the Staff’s comment and provided the Company’s response to the comment immediately thereafter.
Note 14 – Variable Interest Entities, page F-71
1.
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, 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.
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
GREENBERG TRAURIG GERMANY, LLP
*
OPERATES AS A
SEPARATE UK REGISTERED LEGAL ENTITY
+
OPERATES AS
GREENBERG TRAURIG, S.C.
* *
STRATEGIC ALLIANCE
∞
OPERATES AS
GREENBERG TRAURIG LLP
FOREIGN LEGAL CONSULTANT OFFICE
^
A BRANCH OF
GREENBERG TRAURIG, P.A.,
FLORIDA, USA
¤
OPERATES AS
GT TOKYO HORITSU JIMUSHO
~
OPERATES AS
GREENBERG TRAURIG GRZESIAK SP.K.
Larry Spirgel
December 19, 2017
Page 2
If you have any questions regarding the above, please contact the undersigned at (954) 768-8255.
Very truly yours,
/S/ GREENBERG TRAURIG, P.A.
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CORRESP 1 filename1.htm Response Letter December 19, 2017 Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Attn: Larry Spirgel, Assistant Director RE: Dolphin Entertainment, Inc. Amendment No. 3 to Registration Statement on Form S-1 Filed December 15, 2017 File No. 333-219029 Dear Mr. Spirgel: On behalf of Dolphin Entertainment, Inc. (the “Company”), we hereby respond to the Staff’s comment letter, dated December 18, 2017, regarding the Company’s Registration Statement on Form S-1 referenced above. Please note that for the Staff’s convenience, we have recited the Staff’s comment and provided the Company’s response to the comment immediately thereafter. Note 14 – Variable Interest Entities, page F-71 1. 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, 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. 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 GREENBERG TRAURIG GERMANY, LLP * OPERATES AS A SEPARATE UK REGISTERED LEGAL ENTITY + OPERATES AS GREENBERG TRAURIG, S.C. * * STRATEGIC ALLIANCE ∞ OPERATES AS GREENBERG TRAURIG LLP FOREIGN LEGAL CONSULTANT OFFICE ^ A BRANCH OF GREENBERG TRAURIG, P.A., FLORIDA, USA ¤ OPERATES AS GT TOKYO HORITSU JIMUSHO ~ OPERATES AS GREENBERG TRAURIG GRZESIAK SP.K. Larry Spirgel December 19, 2017 Page 2 If you have any questions regarding the above, please contact the undersigned at (954) 768-8255. Very truly yours, /S/ GREENBERG TRAURIG, P.A. /s/ Kara L. MacCullough Kara L. MacCullough cc: Willliam O’Dowd, IV Mirta Negrini Dolphin Entertainment, Inc.