0001553350-21-000263.txt : 20210401 0001553350-21-000263.hdr.sgml : 20210401 20210401160527 ACCESSION NUMBER: 0001553350-21-000263 CONFORMED SUBMISSION TYPE: NT 10-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20201231 FILED AS OF DATE: 20210401 DATE AS OF CHANGE: 20210401 EFFECTIVENESS DATE: 20210401 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Dolphin Entertainment, Inc. CENTRAL INDEX KEY: 0001282224 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PERSONAL SERVICES [7200] IRS NUMBER: 860787790 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: NT 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-38331 FILM NUMBER: 21797989 BUSINESS ADDRESS: STREET 1: 150 ALHAMBRA CIRCLE STREET 2: SUITE 1200 CITY: CORAL GABLES STATE: FL ZIP: 33134 BUSINESS PHONE: 305-774-0407 MAIL ADDRESS: STREET 1: 150 ALHAMBRA CIRCLE STREET 2: SUITE 1200 CITY: CORAL GABLES STATE: FL ZIP: 33134 FORMER COMPANY: FORMER CONFORMED NAME: DOLPHIN DIGITAL MEDIA INC DATE OF NAME CHANGE: 20080818 FORMER COMPANY: FORMER CONFORMED NAME: LOGICA HOLDINGS INC DATE OF NAME CHANGE: 20070716 FORMER COMPANY: FORMER CONFORMED NAME: MAXIMUM AWARDS INC DATE OF NAME CHANGE: 20040301 NT 10-K 1 dlpn_12b25.htm NOTIFICATION OF LATE FILING Notification of Late Filing

 



 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

 

 

 

 

 

 

 

FORM 12b-25

SEC FILE NUMBER

001-38331 

 

NOTIFICATION OF LATE FILING

CUSIP NUMBER

25686H209


(Check one):

ü

 Form 10-K

 

 Form 20-F

 

 Form 11-K

 

 Form 10-Q

 

 Form 10-D

 

 Form N-CEN

 

 Form N-CSR


 

For Period Ended:

  December 31, 2020

 

 

 

 

 

 Transition Report on Form 10-K

 

 

 

 

 

 Transition Report on Form 20-F

 

 

 

 

 

 Transition Report on Form 11-K

 

 

 

 

 

 Transition Report on Form 10-Q

 

 

 

 

For the Transition Period Ended:

  

 

 

 


Read Instructions (on back page) Before Preparing Form. Please Print or Type.

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

 

 

PART I — REGISTRANT INFORMATION


DOLPHIN ENTERTAINMENT, INC.

Full Name of Registrant.

 

 

Former Name if Applicable

 

150 Alhambra Circle, Suite 1200

Address of Principal Executive Office (Street and Number)  

 

Coral Gables, Florida 33134

City, State and Zip Code:


PART II — RULES 12b-25(b) AND (c)

 

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)


 

 

 

 

(a)

The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;

 

 

 

 

 

 

 

 

(b)

The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D,or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and

 

ü

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(c)

The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.




 



PART III — NARRATIVE

 

State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period. (Attach extra Sheets if Needed)

 

The Company has determined that it is unable to file its Annual Report on Form 10-K within the prescribed time without unreasonable effort or expense because additional time is required by Registrant’s management to prepare the calculations to properly record certain revenue transactions and complete its consolidated financial statements and assessment of internal control over financial reporting. The Company expects to continue to report material weaknesses in its internal control over financial reporting as of December 31, 2020.  The Company believes that it will file the Annual Report on or before the fifteenth calendar day following the prescribed due date.


PART IV — OTHER INFORMATION


(1)

Name and telephone number of person to contact in regard to this notification

 

 

Mirta A Negrini

 

(305)

 

774-0407

 

(Name)

 

(Area Code)

 

(Telephone Number)

 

(2)

Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).

Yes 

ü

No 

 

 

 

 

 

(3)

Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?

Yes 

ü

No 

 

 

 

 

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

 

 

 

During the year ended December 31, 2020, Dolphin Entertainment, Inc. (the “Company”) deconsolidated Max Steel Productions, LLC, a variable interest entity, (“Max Steel VIE”). Max Steel VIE was initially formed for the purpose of recording the production costs of the motion picture Max Steel. Prior to the commencement of the production, the Company entered into a Production Service Agreement to finance the production of the film. The Production Service Agreement was for a total amount of $10,419,009 with the lender taking a producer fee of $892,619. Pursuant to the financing agreements, the lender acquired 100% of the membership interests of Max Steel VIE with the Company controlling the production of the motion picture and having the rights to sell the motion picture. On February 20, 2020, the lender of the Production Service Agreement confirmed that Max Steel VIE did not owe any debt under the Production Service Agreement. The Company recorded a gain on extinguishment of debt in the amount of $3,311,198. In addition, the Company assessed its status as primary beneficiary of the VIE and determined that it was no longer the primary beneficiary. As such, the Company deconsolidated Max Steel VIE and recorded a loss on deconsolidation in the amount of $1,484,591 on its consolidated statement of operations for the year ended December 31, 2020. This transaction is the primary reason for a significant change in net loss of approximately $0.4 million from a loss of $2.3 million for the year ended December 31, 2019 to a loss of approximately $1.9 million for the year ended December 31, 2020.

 





 



 

DOLHIN ENTERTAINMENT, INC.

(Name of Registrant as Specified in Charter)

 

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date:

April 1, 2021

 

By:

/s/ Mirta A Negrini

 

 

 

 

Mirta A Negrini

Chief Financial Officer