DOLPHIN DIGITAL MEDIA INC (Form: 10-K/A, Received: 05/26/2015 06:04:30)

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2014

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number: 000-50621

DOLPHIN DIGITAL MEDIA, INC.

(Exact name of registrant as specified in its charter)

Florida		86-0787790
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

2151 LeJeune Road, Suite 150-Mezzanine, Coral Gables, FL		33134
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number (305) 774-0407

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Name of each exchange on which registered
Common Stock, $0.015 par value per share		None

Securities registered pursuant to Section 12(g) of the Act:

Indicate by a check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. o Yes þ No

Indicate by a check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. o Yes þ No

Indicate by a check mark if the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. þ Yes o No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). þ Yes o No

Indicate by a check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

Indicate by a check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o

Accelerated filer o

Non-accelerated filer o

Smaller reporting company þ

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act.) o Yes þ No

The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, as of the last business day of the registrant’s most recently completed second fiscal quarter: $2,866,232

Indicate the number of shares outstanding of the registrant’s common stock as of May 22, 2015 : 81,892,352.

DOCUMENTS INCORPORATED BY REFERENCE

EXPLANATORY NOTE

Dolphin Digital Media, Inc.(“Dolphin” or the “Company”) is filing Amendment No. 1 to its Annual Report on Form 10-K for the year ended December 31, 2014, which was originally filed with the Securities and Exchange Commission (“SEC”) on April 15, 2015 (the “Original Filing”) solely to include Exhibits 10.2, 10.3, 10.4, 10.6 and 21.1 required by Part IV Item 15 that were inadvertently omitted from the Original Filing.

No changes have been made in this Amendment to modify or update the other disclosures presented in the Form 10-K. This Amendment does not reflect events occurring after the filing of the original Form 10-K or modify or update those disclosures that may be affected by subsequent events. This Amendment should be read in conjunction with the Form 10-K and the Company’s other filings with the SEC.

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a) Documents filed as part of this report:

(3) Exhibits

Exhibit No.	Description	Incorporated by Reference

2.1	Preferred Stock Purchase Agreement between Logica Holdings Inc., T Squared Partners LLC and T Squared Investments LLC., dated October 4, 2007.	Incorporated herein by reference to Exhibit 2.1 in the Company’s Current Report on Form 8-K, filed on October 15, 2007.
3.1	Articles of Incorporation of Dolphin Digital Media, Inc. dated December 3, 2014.	Incorporated herein by reference to Exhibit 3.1 in the Company’s Current Report on Form 8-K, filed on December 9, 2014.
3.2	Bylaws of Dolphin Digital Media, Inc. dated December 3, 2014.	Incorporated herein by reference to Exhibit 3.2 in the Company’s Current Report on Form 8-K, filed on December 9, 2014.
4.1	Registration Rights Agreement dated October 4, 2007, between Logica Holdings and T Squared Partners LLC, and T Squared Investments LLC.	Incorporated herein by reference to Exhibit 4.5 in the Company’s Current Report on Form 8-K, filed on October 15, 2007.
4.2	Letter Agreement with T Squared Investments LLC, dated July 29, 2009.	Incorporated herein by reference to Exhibit 4.6 in the Company’s Annual Report on Form 10-K for the year ended December 31, 2009, (the “2009 Form 10-K”).
4.3	Subscription Agreement with T Squared Investments LLC, dated July 29, 2009.	Incorporated herein by reference to Exhibit 4.7 in the Company’s 2009 Form 10-K.
4.4	Common Stock Purchase Warrant “D” with T Squared Investments, LLC, dated July 29, 2009.	Incorporated herein by reference to Exhibit 4.8 in the in the Company’s 2009 Form 10-K.
10.1	Amendment to Preferred Stock Purchase Agreement, dated December 30, 2010.	Incorporated herein by reference to Exhibit 10.1 in the Company’s Current Report on Form 8-K, filed on January 5, 2011.
10.2	Revolving Promissory Note in favor of William O’Dowd, dated December 31, 2011.	Filed herewith.
10.3	Service Agreement between the Company and Dolphin Films, Inc. dated April 1, 2013.	Filed herewith.
10.4	Employment Agreement between the Company and William O’Dowd dated December 31, 2014.	Filed herewith.
10.5	Form of Loan and Security Agreement.	Incorporated herein by reference to Exhibit 10.1 in the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2014.
10.6	Form of Equity Purchase Agreement.	Filed herewith.
14.1	Amended and Restated Code of Ethics for Senior Financial Officers.	Incorporated herein by reference to Exhibit 14.1 in the Company’s Current Report on Form 8-K, filed on October 30, 2014.
21.1	List of Subsidiaries of the Company.	Filed herewith.
31.1	Certification of Chief Executive Officer of the Company pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.	Filed herewith.
31.2	Certification of Chief Financial Officer of the Company pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	Filed herewith.
32.1	Certification of Chief Executive Officer of the Company pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.	Incorporated herein by reference to Exhibit 32.1 in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014.
32.2	Certification of Chief Financial Officer of the Company pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.	Incorporated herein by reference to Exhibit 32.2 in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014.
101.INS	XBRL Instance Document.	Incorporated herein by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2014.
101.SCH	XBRL Taxonomy Extension Schema Document.	Incorporated herein by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2014.
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document.	Incorporated herein by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2014.
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document.	Incorporated herein by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2014.
101.LAB	XBRL Taxonomy Extension Label Linkbase Document.	Incorporated herein by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2014.
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document.	Incorporated herein by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2014.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	DOLPHIN DIGITAL MEDIA, INC.

Date: May 22, 2015	By:	/s/ William O’Dowd IV
		William O’Dowd IV
		Chief Executive Officer

CHIEF EXECUTIVE OFFICER

CERTIFICATION PURSUANT TO SECTION 302

I, William O’Dowd IV, Chief Executive Officer of Dolphin Digital Media, Inc. (the “Registrant”), certify that:

1.		I have reviewed this Amendment No. 1 to Form 10-K of the Registrant; and

2.		Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Report.


Date: May 22, 2015	By:	/s/ William O’Dowd IV
		William O’Dowd IV
		Chief Executive Officer

CHIEF FINANCIAL OFFICER

CERTIFICATION PURSUANT TO SECTION 302

I, Mirta A Negrini, Chief Financial Officer of Dolphin Digital Media, Inc. (the “Registrant”), certify that:

1.		I have reviewed this Amendment No. 1 to Form 10-K of the Registrant; and

2.		Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Report.


Date: May 22, 2015	By:	/s/ Mirta A Negrini
		Mirta A Negrini
		Chief Financial Officer

List of subsidiaries of Dolphin Digital Media, Inc. (“Dolphin”).

NAME OF ENTITY	STATE OF INCORPORATION	EMPLOYER IDENTIFICATION NUMBER	PERCENTAGE OWNED BY DOLPHIN

HIDING DIGITAL PRODUCTIONS LLC	FLORIDA	N/A	100%
RED BOOK DIGITAL PRODUCTIONS LLC	FLORIDA	N/A	100%
CYBERGEDDON PRODUCTIONS LLC	FLORIDA	45-4716072	100%
HANK PRODUCTIONS LLC	FLORIDA	N/A	100%
BOTR PRODUCTIONS LLC	FLORIDA	46-2375665	100%
MILLENIUM KISS PRODUCTIONS LLC	FLORIDA	46-2599979	100%
DOLPHIN SB PRODUCTIONS LLC	FLORIDA	47-2546805	100%
DOLPHIN KIDS CLUBS LLC	FLORIDA	46-2527415	75%
CLUB CONNECT LLC	FLORIDA	46-3543314	100% owned by Dolphin Kids Clubs LLC