10-Q 1 tm1919578d1_10q.htm FORM 10-Q

 

  

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

x Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act Of 1934

 

For the Quarterly Period Ended September 30, 2019

 

¨ Transition Report Under Section 13 or 15(d) of the Securities Exchange Act Of 1934

 

For the transition period from __________ to __________

 

Commission File Number: 000-52828

 

DIGITAL DEVELOPMENT PARTNERS, INC.

(Exact name of registrant as specified in its charter)

 

NEVADA   98-0521119

(State or other jurisdiction of

incorporation or organization) 

  (I.R.S. Employer Identification No.)
     
  17800 Castleton St., Suite 300, City of Industry, CA 91748  
  (Address of principal executive offices, including Zip Code)  
     
  (626) 581-3335  
  (Issuer’s telephone number, including area code)  
     
     
  (Former name or former address if changed since last report)  
                 

Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading symbol(s) Name of each exchange on which registered
N/A N/A N/A

 

Check whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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. Yes x No ¨

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No ¨

 

Indicate by 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,” “non-accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer   ¨  Accelerated filer   ¨ 
Non-accelerated filer   x  Smaller reporting company  x 
Emerging growth company ¨ 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

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

 

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 85,970,665 shares of common stock as of November 19, 2019.

 

 

 

 

 

 

Item 1.Financial Statements

 

Balance Sheets as of September 30, 2019, and December 31, 2018 (unaudited)   2 
Statements of Operations (unaudited) for the Three and Nine Months Ended September 30, 2019 and 2018   3 
Statement of Changes in Shareholders’ Equity (unaudited) for the Nine Months Ended September 30, 2019 and 2018   4 
Statements of Cash Flows (unaudited) for the Nine Months Ended September 30, 2019 and 2018   5 
Notes to Unaudited Financial Statements   6 

 

 

 

 

 

DIGITAL DEVELOPMENT PARTNERS, INC.

Balance Sheets

(unaudited)

 

   September 30,   December 31, 
   2019   2018 
ASSETS          
Current Assets          
Cash  $1,534   $4,733 
Total Assets   1,534    4,733 
LIABILITIES AND STOCKHOLDERS’ (DEFICIT)          
Current Liabilities          
Accounts payable and accrued liabilities  $253,755   $231,553 
Related party loan payables   855,857    792,008 
Total Liabilities   1,109,612    1,023,561 
Stockholders’ Deficit          
Common stock, $0.001 par value; 225,000,000 shares authorized, 85,970,665 shares issued and outstanding at September 30, 2019, and December 31, 2018, respectively   85,971    85,971 
Additional paid-in capital   7,488,946    7,488,946 
Accumulated deficit   (8,682,995)   (8,593,745)
Total Stockholders’ Deficit   (1,108,078)   (1,018,828)
Total Liabilities and Stockholders’ Deficit  $1,534   $4,733 

 

The accompanying notes are an integral part of these unaudited financial statements.

 

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DIGITAL DEVELOPMENT PARTNERS, INC.

Statements of Operations

(unaudited)

 

   For the Three Months
Ended September 30,
   For the Nine Months
Ended September 30,
 
   2019   2018   2019   2018 
Operating Expenses                    
General and administrative  $20,244   $13,622   $58,432   $51,797 
Total operating expenses   20,244    13,622    58,432    51,797 
Loss from operations   (20,244)   (13,622)   (58,432)   (51,797)
Other Expense                    
Interest Expense   (10,612)   (9,526)   (30,818)   (27,812)
Total Other Expense   (10,612)   (9,526)   (30,818)   (27,812)
Net Loss  $(30,856)  $(23,148)  $(89,250)  $(79,609)
                     
Net Loss Per Common Share:                    
Basic and Diluted  $(0.00)  $(0.00)  $(0.00)  $(0.00)
                     
Weighted Average Common Shares Outstanding:                    
Basic and Diluted   85,970,665    85,970,665    85,970,665    85,970,665 

 

The accompanying notes are an integral part of these unaudited financial statements.

 

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DIGITAL DEVELOPMENT PARTNERS, INC.

Statements of Changes in Stockholders’ Deficit

For the Nine Months Ended September 30, 2019 and 2018

(unaudited)

 

   Shares   Amount   Additional
Paid-In Capital
   Accumulated
Deficit
   Total
Stockholders’
Equity
 
Balance, December 31, 2017   85,970,665   $85,971   $7,488,946   $(8,472,635)  $(897,718)
Net Loss   ---    ---    ---    (22,768)   (22,768)
Balance, March 31, 2018   85,970,665    85,971    7,488,946    (8,495,403)   (920,486)
Net Loss   ---    ---    ---    (33,693)   (33,693)
Balance, June 30, 2018   85,970,665    85,971    7,488,946    (8,529,096)   (954,179)
Net Loss   ---    ---    ---    (23,148)   (23,148)
Balance, September 30, 2018   85,970,665    85,971    7,488,946    (8,552,244)   (977,327)
Balance, December 31, 2018   85,970,665    85,971    7,488,946    (8,593,745)   (1,018,828)
Net Loss   ---    ---    ---    (29,416)   (29,416)
Balance, March 31, 2019   85,970,665    85,971    7,488,946    (8,623,161)   (1,048,244)
Net Loss   ---    ---    ---    (28,978)   (28,978)
Balance, June 30, 2019   85,970,665    85,971    7,488,946    (8,652,139)   (1,077,222)
Net Loss   ---    ---    ---    (30,856)   (30,856)
Balance, September 30, 2019   85,970,665   $85,971    7,488,946   $(8,682,995)  $(1,108,078)

 

The accompanying notes are an integral part of these unaudited financial statements.

 

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DIGITAL DEVELOPMENT PARTNERS, INC.

Statements of Cash Flows

(unaudited)

 

  

Nine Months Ended

September 30,

 
   2019   2018 
Cash flows from operating activities:          
Net Loss  $(89,250)  $(79,609)
Adjustments to reconcile net loss to net cash used in operating activities:          
Change in operating assets and liabilities:          
Accounts payable and accrued liabilities   34,879    39,259 
Net cash used in operating activities   (54,371)   (40,350)
Cash flows from financing activities:          
Proceeds from related party notes   135,500    43,510 
Repayments on related party loans   (84,328)   --- 
Net cash provided by financing activities   51,172    43,510 
Net increase (decrease) in cash   (3,199)   3,160 
Cash, beginning of period   4,733    1,573 
Cash, end of period  $1,534   $4,733 
           
Supplemental cash flow disclosure          
Interest paid  $---   $--- 
Taxes paid  $---   $--- 
           
Non-cash investing and financing transactions          
Expenses paid directly by related party on behalf of the Company  $12,677   $14,147 

 

The accompanying notes are an integral part of these unaudited financial statements.

 

5

 

 

 

DIGITAL DEVELOPMENT PARTNERS, INC.

Notes to Unaudited Financial Statements

September 30, 2019

(unaudited)

 

1. Basis of Presentation and Nature of Operations

 

The accompanying unaudited interim financial statements have been prepared in accordance with accounting principles generally accepted in the U.S. (“GAAP”) for interim financial information and with the instructions to Form 10-Q. Accordingly, they do not include all of the information required by GAAP for complete annual financial statement presentation.

 

These unaudited interim financial statements, as of September 30, 2019 and for the three and nine months ended September 30, 2019 and 2018, reflect all adjustments consisting of normal recurring adjustments, which, in the opinion of management, are necessary to fairly present the Company’s financial position and the results of its operations for the periods presented, in accordance with the accounting principles generally accepted in the United States of America. Operating results for the three and nine months ended September 30, 2019, are not necessarily indicative of the results to be expected for other interim periods or for the full year ending December 31, 2019. These unaudited interim financial statements should be read in conjunction with the financial statements and accompanying notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018, as filed with the Securities Exchange Commission.

 

2. Going Concern

 

The Company’s unaudited interim financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The Company also has a working capital deficit as of September 30, 2019. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

 

The Company’s capital requirements will depend on many factors, including the success of the Company’s researching for new markets. The Company plans to continue financing its operations with cash received from financing activities, more specifically from related party loans.

 

While the Company strongly believes that its capital resources will be sufficient in the near term, there is no assurance that the Company’s future activities will generate sufficient revenues to sustain its operations without additional capital or if additional capital is needed, that such funds, if available, will be obtainable on terms satisfactory to the Company. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities, that might be necessary in the event that the Company cannot continue as a going concern.

 

3. Related Party Transactions

 

Office Space

 

EFT Holdings, Inc., an affiliate of the Company, provides office space to the Company on a rent-free basis.

 

Loans Payable - Related Parties

 

The following table sets forth outstanding loans payable to related parties as of the September 30, 2019, and December 31, 2018, respectively.

 

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   September 30, 2019   December 31, 2018 
EFT Holdings, Inc.  $689,607   $751,258 
EF2T, Inc.   83,250    40,750 
Astonia LLC   83,000    --- 
   $855,857   $792,008 

 

Advances of $10,000 were received from EFT Holdings, Inc. (“EFT Holdings”) and $12,677 were expenses paid by EFT Holdings on behalf of the Company, during the nine months ended September 30, 2019. During the nine months ended September 30, 2019, the Company repaid $84,328 loans due to EFT Holdings. The amounts due EFT Holdings bear interest at 5% per year, are secured by all future sales of the Company and have a maturity of one year. As of September 30, 2019, the Company owed EFT Holdings $243,445 in accrued and unpaid interest. All of EFT Holdings’ advances at September 30, 2019, were past due and payable upon demand.

 

Advances of $42,500 were received from EF2T, Inc. (“EF2T”) during the nine months ended September 30, 2019. The amounts due EF2T bear interest at 5% per year, are secured by all future sales of the Company, and have a maturity of one year. As of September 30, 2019, the Company owed EF2T $3,484 in accrued and unpaid interest.

 

Advances of $83,000 were received from Astonia, LLC (“Astonia”) during the nine months ended September 30, 2019. Astonia is considered a “related party”, due to the fact that the Company’s President, Jack Jie Qin, is the manager of Astonia. The amounts due Astonia bear interest at 5% per year, are secured by all future sales of the Company, and have a maturity of one year. As of September 30, 2019, the Company owed Astonia $803 in accrued and unpaid interest.

 

4. Subsequent Events

 

In October 2019, the Company obtained a loan from EFT2 in the amount of $12,000. This amount due EFT2 bears interest at 5% per year, is secured by all future sales of the Company, and has a maturity of one year.

 

In October 2019, the Company obtained a loan from Astonia in the amount of $10,000. This amount due Astonia bears interest at 5% per year, is secured by all future sales of the Company, and has a maturity of one year.

 

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operation

 

On February 18, 2010 the Company’s directors approved an agreement between the Company and EFT Holdings, Inc., (“EFT”), whereby EFT agreed to assign its worldwide distribution and servicing rights to a product known as the “EFT-Phone” in exchange for 79,265,000 shares of the Company’s common stock.

 

The EFT-Phone is a cell phone which has an application that allows EFT’s affiliate base to access all of their back office sites including their Funds Management Account where the affiliate is able to deposit, withdraw and transfer money to another EFT account or to another EFT affiliate at no cost for the transfer.

 

Results of Operations

 

The Company did not receive any orders for the EFT phone during the year ended December 31, 2018, or the nine months ended September 30, 2019. The Company has been advised by EFT that due to a significant drop in demand for the EFT phone, EFT will not be placing any new orders from the Company. The Company is investigating other sources of revenue to mitigate its lack of revenue.

 

Other than the foregoing, the Company does not know of any trends, events or uncertainties that will have, or are reasonably expected to have, a material impact on sales, revenues, expenses or results of operations.

 

Liquidity and Capital Resources

 

The Company does not have any firm commitments from any person to provide the Company with any additional capital. While the Company strongly believes that its capital resources will be sufficient in the near term, there is no assurance that the Company’s activities will generate sufficient revenues to sustain its operations without additional capital or if additional capital is needed, that such funds, if available, will be obtainable on terms satisfactory to the Company.

 

Item 4. Controls and Procedures.

 

(a) The Company maintains a system of controls and procedures designed to ensure that information required to be disclosed in reports filed or submitted under the Securities Exchange Act of 1934, as amended (“1934 Act”), is recorded, processed, summarized and reported, within time periods specified in the SEC’s rules and forms and to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act, is accumulated and communicated to the Company’s management, including its Principal Executive and Financial Officer, as appropriate to allow timely decisions regarding required disclosure. As of September 30, 2019, the Company’s Principal Executive and Financial Officer evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures. Based on that evaluation, the Principal Executive and Financial Officer concluded that the Company’s disclosure controls and procedures were not effective.

 

(b) There were no changes in the Company’s internal control over financial reporting during the quarter ended September 30, 2019, that materially affected, or are reasonably likely to materially affect, its internal control over financial reporting.

 

PART II

 

Item 6. Exhibits.

 

 

  Exhibits    
       
  31.1   Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
  31.2   Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
  32   Certification pursuant to Section 906 of the Sarbanes-Oxley Act.
  101.INS   XBRL Instance Document
  101.SCH   XBRL Taxonomy Extension Schema
  101.CAL   XBRL Taxonomy Extension Calculation Linkbase
  101.DEF   XBRL Taxonomy Extension Definition Linkbase
  101.LAB   XBRL Taxonomy Extension Label Linkbase
  101.PRE   XBRL Taxonomy Extension Presentation Linkbase

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

  DIGITAL DEVELOPMENT PARTNERS, INC.
     
     
November 19, 2019 By: /s/ Jack Jie Qin
    Jack Jie Qin
    President
    [Principal Executive Officer]
     
     
  By: /s/ William E. Sluss
    William E. Sluss
    Chief Financial Officer
    [Principal Financial and Accounting Officer]

 

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