SEC Company Response from Dolphin Entertainment, Inc. (DLPN) (CIK 0001282224) (DLPN) — Jan 9, 2018
Dolphin Entertainment, Inc. (DLPN) (CIK 0001282224)
Date: Jan. 9, 2018 · CIK: 0001282224 · Accession: 0001553350-18-000022
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 000-50621
Referenced dates: December 19, 2017
Letter
Securities and Exchange Commission Division of Corporation Finance Filed April 17, 2017 Form 10-Q for Quarterly Period Ended September 30, 2017 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
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.
GREENBERG TRAURIG, P.A. n ATTORNEYS AT LAW n WWW.GTLAW.COM
401 East Las Olas Boulevard, Fort Lauderdale, Florida 33301 n Tel: 954.765.0500 n 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,
GREENBERG TRAURIG, P.A.
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CORRESP 1 filename1.htm Response Letter 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. Form 10-K for Fiscal Year Ended December 31, 2016 Filed April 17, 2017 Form 10-Q for Quarterly Period Ended September 30, 2017 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 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. GREENBERG TRAURIG, P.A. n ATTORNEYS AT LAW n WWW.GTLAW.COM 401 East Las Olas Boulevard, Fort Lauderdale, Florida 33301 n Tel: 954.765.0500 n 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, GREENBERG TRAURIG, P.A. /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