-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
Originator-Key-Asymmetric:
 MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen
 TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB
MIC-Info: RSA-MD5,RSA,
 IFiCe8RpdfQP58fx7AffIOpHvZbR039Ap1XS2GCs606bI0Nvz2Gb52Ji/D2J5xEA
 cUBxA4AQn9y18FyIVJwPtw==

<SEC-DOCUMENT>0001269678-08-000309.txt : 20081009
<SEC-HEADER>0001269678-08-000309.hdr.sgml : 20081009
<ACCEPTANCE-DATETIME>20081009110636
ACCESSION NUMBER:		0001269678-08-000309
CONFORMED SUBMISSION TYPE:	S-1/A
PUBLIC DOCUMENT COUNT:		2
FILED AS OF DATE:		20081009
DATE AS OF CHANGE:		20081009

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			DOLPHIN DIGITAL MEDIA INC
		CENTRAL INDEX KEY:			0001282224
		STANDARD INDUSTRIAL CLASSIFICATION:	SERVICES-PERSONAL SERVICES [7200]
		IRS NUMBER:				860787790

	FILING VALUES:
		FORM TYPE:		S-1/A
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-149143
		FILM NUMBER:		081115444

	BUSINESS ADDRESS:	
		STREET 1:		82 AVENUE ROAD
		STREET 2:		QUEENSLAND 4000
		CITY:			TORONTO
		STATE:			A6
		ZIP:			M5R 2H2
		BUSINESS PHONE:		416-929-5798

	MAIL ADDRESS:	
		STREET 1:		82 AVENUE ROAD
		STREET 2:		QUEENSLAND 4000
		CITY:			TORONTO
		STATE:			A6
		ZIP:			M5R 2H2

	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
</SEC-HEADER>
<DOCUMENT>
<TYPE>S-1/A
<SEQUENCE>1
<FILENAME>dolphin1008s1amend3.txt
<TEXT>


As filed with the Securities and Exchange Commission October 9, 2008

                                                     Registration No. 333-149143

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

                          PRE EFFECTIVE AMENDMENT NO. 3
                                       TO
                                    FORM S-1
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                           DOLPHIN DIGITAL MEDIA, INC.
             (Exact name of registrant as specified in its charter)

         NEVADA                       7200                     86-0787790
(State or jurisdiction    (Primary Standard Industrial      (I.R.S. Employer
   of incorporation        Classification Code Number)     Identification No.)
   or organization)

                                 82 AVENUE ROAD
                        TORONTO, ONTARIO, CANADA M5R 2H2
                                 (416) 929-5798
              (Address, including zip code, and telephone number,
       including area code, of registrant's principal executive offices)

                               WILLIAM O'DOWD, IV
                             CHIEF EXECUTIVE OFFICER
                                 82 AVENUE ROAD
                        TORONTO, ONTARIO, CANADA M5R 2H2
                                 (416) 929-5798
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                    Copy to:
                             Joel D. Mayersohn, Esq.
                                Roetzel & Andress
                                  p.o. box 9748
                         Fort Lauderdale, Florida 33310
                                 (954) 462-4150

Approximate date of proposed sale to the public: From time to time after the
effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act, check
the following box. |X|

If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. |_|

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |_|

If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |_|

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 |_|   Accelerated Filer |_|   Non-accelerated Filer |_|
Smaller Reporting Company |X|

<PAGE>




                         CALCULATION OF REGISTRATION FEE
________________________________________________________________________________

                                      PROPOSED
                        AMOUNT TO      MAXIMUM         PROPOSED       AMOUNT OF
   TITLE OF EACH           BE      OFFERING PRICE       MAXIMUM     REGISTRATION
CLASS OF SECURITIES    REGISTERED     PER SHARE        AGGREGATE        FEE
  TO BE REGISTERED        (1)           (2)         OFFERING PRICE      (3)
- ---------------------  ----------  --------------   --------------  ------------
Common Stock, par
 value $.015 per
 share,upon exercise
 of Warrants           2,143,314      $ 1.20          $ 2,571,977     $ 101.08
________________________________________________________________________________

(1)  The number of shares of Common Stock registered hereunder represents a good
     faith estimate by us of the number of shares of Common Stock issuable upon
     exercise of the Warrants.
(2)  Estimated solely for the purpose of computing the amount of the
     registration fee, based on the average of the bid and asked prices for our
     Common Stock on the over-the-counter market on February 4, 2008, pursuant
     to Rule 457(c) of the Securities Act.

(3)  Previously paid with initial filing of S-1 Registration Statement on
     February 11, 2008.
                              _____________________


         THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.






                                       ii
<PAGE>

                                EXPLANATORY NOTE


The undersigned registrant hereby files this Pre-Effective Amendment No. 3 to
Form S-1 to include the following exhibit under "Item 16. Exhibits" and in the
Exhibit Index:


Exhibit No.                       Description

5.1                               Legal Opinion of Michael J. Morrison










                                       ii
<PAGE>


                                   SIGNATURES

         In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
the requirements for filing on Form S-1 and has authorized this registration
statement to be signed on its behalf by the undersigned on October 9, 2008.

                                                  DOLPHIN DIGITAL MEDIA, INC.

                                                  By:  /s/ William O'Dowd, IV
                                                       -------------------------
                                                       William O'Dowd, IV
                                                       Chief Executive Officer,
                                                       Chairman, and Director

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this Amendment No. 2 to Registration Statement has been signed by the following
persons in the capacities and the dates indicated.

/s/ William O'Dowd, IV
- -----------------------------
William O'Dowd, IV                 Chief Executive Officer,     October 9, 2008
                                   Chairman, and Director
                                (Principal Executive Officer)
                                   and Principal Financial
                                          Officer)

/s/ Giuseppe Pino Baldassarre
- -----------------------------
Giuseppe Pino Baldassarre       President, Managing Director,   October 9, 2008
                                        and Director


/s/ Michael Espensen
- -----------------------------
Michael Espensen                         Director               October 9, 2008


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5.1
<SEQUENCE>2
<FILENAME>dolphin1008s1amend3ex51.txt
<DESCRIPTION>LEGAL OPINION
<TEXT>

                                                                     Exhibit 5.1
                                                                     -----------

MICHAEL J. MORRISON
ATTORNEY AND COUNSELOR AT LAW
______________________________________________   1450 RIDGEVIEW DRIVE, SUITE 220
                                                        RENO, NEVADA 99519
                                                          (775) 827-6300
                                                        FAX (775) 827-6311
                                                 E-MAIL: morrisonlaw@pyramid.net
                                                  WEBSITE: www.VentureLawUSA.com


                                October 1, 2008


Dolphin Digital Media, Inc.
82 Avenue Road
Toronto, Ontario, Canada M5R 2H2


       Re:  Registration Statement on Form S-1 (the "Registration Statement")
            -----------------------------------------------------------------


Ladies and Gentlemen:

We have acted as counsel to Dolphin Digital Media, Inc., a Nevada corporation
(the "Company"), in connection with the preparation of the Registration
Statement filed by the Company with the Securities and Exchange Commission (the
"Commission") pursuant to the Securities Act of 1933, as amended (the "Act"),
relating to the resale to the public by certain selling shareholders of
2,143,314 shares of the Company's common stock, $0.015 par value, issuable upon
the exercise of certain warrants (the :"Shares").

In connection with rendering the opinion set forth below, we have reviewed;(a)
the Registration Statement and exhibits thereto; (b) the Company's Articles of
Incorporation, as amended; (c) the Company's Bylaws; (d) certain records of the
proceedings of the Board of Directors of the Company relating to the proposed
issuance of the Shares; and (e) such statutes, records and other documents and
matters as we have deemed necessary.

In our examination, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, and conformity with
the originals of all documents submitted to us as copies thereof. In addition,
we have made such other examinations of law and fact as we have deemed relevant
in order to form a basis for the opinion hereinafter expressed.

Based upon that review and subject to the qualifications and limitations stated
herein, we are of the opinion that each of Shares of common stock to be issued
pursuant to the warrants, when exercised in accordance with the terms of such
warrants, will be validly issued, fully paid and non-assessable under all
reported judicial decisions interpreting those laws.


<PAGE>


We hereby consent to the use of this opinion in the Registration Statement filed
with the Commission in connection with the registration of the Shares and to the
reference to our firm under the headings "Legal Maters" in the Registration
Statement and the prospectus included therein. In giving such consent, we do not
hereby admit that we are in the category of persons whose consent is required
under the Securities Act or the rules and regulations of the Commission.




Sincerely,


/s/ Michael J. Morrison, Esq.
- -----------------------------
Michael J. Morrison, Esq.
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
