NT 10-Q 1 dpdm_nt10q.htm NT 10-Q dpdm_nt10q.htm
 
 
 
 
 
 
 
 OMB APPROVAL
 
 
 
OMB Number: 3235-0058
 
  
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 Expires: August 31, 2015
 Estimated average burden
 
 
 
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FORM 12b-25
 SEC FILE NUMBER
 
 000-50621
 
 
 
 
 
 
 
 CUSIP NUMBER
 
 NOTIFICATION OF LATE FILING
 25688M 10 7
 
 
 
 
(Check one):
☐
 Form 10-K
☐
 Form 20-F
☐
 Form 11-K
☑
 Form 10-Q
☐
 Form 10-D
☐
 Form N-SAR
☐
 Form N-CSR
                                   
     
                            
     
                             
     
                             
     
                             
     
                             
     
                             
     
                             
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
For Period Ended:   March 31, 2017
 
 
 
 
 
 
 
 
 
 
 ☐
 Transition Report on Form 10-K
 
 
 
 
 
 
 ☐
 Transition Report on Form 20-F
 
 
 
 
 
 
 ☐
 Transition Report on Form 11-K
 
 
 
 
 
 
 ☐
 Transition Report on Form 10-Q
 
 
 
 
 
 
 ☐
 Transition Report on Form N-SAR
 
 
 
 
 
 
 
 
For the Transition Period Ended:
 
                    
 
 
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 Digital Media, Inc.
 
Full Name of Registrant
 
 
 
Former Name if Applicable
 
2151 S LeJeune Road, Suite 150
 
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-SAR 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
 
 
 
 
 (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-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.
 
(Attach extra Sheets if Needed)
 
The Form 10-Q could not be filed within the prescribed time because additional time is required by Registrant’s management and auditors to prepare certain financial information to be included in such report.
 
 
 
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 
☑
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 
☑
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 three months ended March 31, 2017, the Company earned revenues from the release of its motion picture, Max Steel and will amortize capitalized production costs using the individual film forecast method based on these revenues.  The Company has not received from its domestic distributor the domestic revenues earned by Max Steel for the three months ended March 31, 2017 and as such does not currently have the information available to complete the financial statements.  By comparison, the Company did not earn any revenues or incur any expenses from motion pictures for the three months ended March 31, 2016.  

During 2016, the Company entered into a debt exchange agreement (the “Exchange Agreement”) with an investor that was the holder of three separate promissory notes with an aggregate principal amount of $6,470,000.  In addition to the Exchange Agreement, the Company entered into a purchase agreement with the same Investor to acquire 25% of the membership interest of Dolphin Kids Clubs to own 100% of the membership interest.  Pursuant to the Exchange Agreement and the Purchase Agreement, the Company issued Warrant J that entitles the warrant holder to purchase up to 2,170,000 shares of our Common Stock at a price of $0.015 per share through December 29, 2020, its expiration date.  At the same time, the Company entered into a Termination Agreement with the same investor to terminate an Equity Finance Agreement in exchange for Warrant K that entitles the holder to purchase up to 170,000 shares of our Common Stock at a price of $0.015 per share through December 29, 2020.  On March 31, 2017, the warrant holder of Warrants J and K (the “Warrants”) exercised the full amount of both warrants and received an aggregate amount of 2,340,000 shares of Common Stock.  On the date of the exercise of the Warrants, the Company received $35,100 of proceeds from the exercise of the Warrants. 

During 2016, the Warrants were fair valued and a warrant liability in the amount of $14,011,254 was recorded on the Company’s consolidated balance sheets.  On March 31, 2017, approximately $14 million was recorded on the consolidated statements of operations as a gain from the change in fair value of the warrant liability.  In addition, the Company has other existing warrants and recorded a gain in the change of the fair value of the warrant liability of the other existing warrants in the amount of approximately $2.6 million on the consolidated statement of operations for the three months ended March 31, 2017. 

During the three months ended March 31, 2016, the Company recorded a loss on extinguishment of debt in the amount of $1,191,358. The Company will not record any gain or loss on extinguishment of debt for the three months ended March 31, 2017.  Interest expense for the three months ended March 31, 2017 will be reduced by approximately $1 million as compared to the three months ended March 31, 2016 due to the extinguishment by the Company of certain debt instruments during 2016.
 
 
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DOLPHIN DIGITAL MEDIA, 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:         May 16, 2017
 
 
By:
/s/ Mirta A Negrini
 
 
 
 
Name: Mirta A Negrini
 
 
 
 
Title: Chief Financial Officer

 
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