UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
X . QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
| For the quarterly period ended June 30, 2012 |
.TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE EXCHANGE ACT OF 1934
| For the transition period form to |
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Commission File Number000-53611 | |
THE DIGITAL DEVELOPMENT GROUP CORP.
(Exact name of registrant as specified in its charter)
Nevada | 98-0515726 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
6630 Sunset Blvd. Los Angeles, CA 90028 |
(Address of principal executive offices) |
1-800-783-3128 |
(Registrant’s telephone number) |
N/A |
(Former name, former address and former fiscal year, if changed since last report) |
Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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 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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files) X .Yes .No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company. See definition of “large accelerated filer”, “accelerated filer” and “small reporting company” Rule 12b-2 of the Exchange Act.
Large accelerated filer . | Accelerated filer . |
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Non-accelerated filer . (Do not check if a small reporting company) | Small reporting company X . |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes . No X .
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PROCEEDING FIVE YEARS
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 after the distribution of securities subsequent to the distribution of securities under a plan confirmed by a court. Yes . No .
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:
July 27, 2012: 73,500,000 common shares
EXPLANATORY NOTE
The sole purpose of this Amendment No. 1 to the Quarterly Report on Form 10-Q (the "Form 10-Q") for the quarterly period ended June 30, 2012, filed with the Securities and Exchange Commission on August 15, 2012, is to furnish Exhibit 101 to the Form 10-Q in accordance with Rule 405 of Regulation S-T. Exhibit 101 to the Form 10-Q provides the financial statements and related notes from the Form 10-Q formatted in XBRL (eXtensible Business Reporting Language).
No other changes have been made to the Form 10-Q. This Amendment No. 1 to the Form 10-Q speaks as of the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-Q.
Pursuant to Rule 406T of Regulation S-T, the interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.
PART II – OTHER INFORMATION
ITEM 6. EXHIBITS
(a) (3)Exhibits
The following exhibits are included as part of this report by reference:
2.1(a) |
| Share Exchange Agreement dated July 31, 2012 (incorporated by reference to Digital’s Current Report on Form 8-K filed on August 6, 2012) |
2.1(b) |
| Subscription Agreement by and between Digitally Distributed, LLC and Digitally Distributed Acquisition Corp. dated July 31, 2012 (incorporated by reference to Digital’s Current Report on Form 8-K filed on August 6, 2012) |
3.1 |
| Certificate of Incorporation (incorporated by reference from Digital’s Registration Statement on Form S-1 filed on March 19, 2009 Registration No. 333-158103) |
3.2 |
| Articles of Incorporation (incorporated by reference from Digital’s Registration Statement on Form S-1 filed on March 19, 2009, Registration No.333-158103) |
3.3 |
| Certificate of Correction (incorporated by reference from Digital’s Registration Statement on Form S-1 filed on March 19, 2009, Registration No. 333-158103) |
3.4 |
| Text of Amendment to Articles of Incorporation (incorporated by reference to Digital’s Current Report on Form 8-K filed on May 2, 2012) |
3.5 |
| By-laws (incorporated by reference to Digital’s Registration Statement on Form S-1 filed on March 19, 2009, Registration No. 333-158103) |
10.1 |
| Letter of Intent by and between Regency Resources, Inc. and Digitally Distributed Acquisition Corp., dated April 10, 2012 (incorporated by reference to Digital’s Current Report on Form 8-K filed on April 11, 2012) |
10.2 |
| Form of Convertible Promissory Note (incorporated by reference to Digital’s Current Report on Form 8-K filed on August 6, 2012) |
10.3 |
| Form of Indemnification Agreement (incorporated by reference to Digital’s Current Report on Form 8-K filed on August 6, 2012) |
10.4 |
| Service Level Agreement by and between the Registrant and PowerHouse Creative, LLC, dated July 1, 2012 (incorporated by reference to Digital’s Current Report on Form 8-K filed on August 6, 2012) |
10.5 |
| Master Services Agreement by and between the Registrant and Alex Frejrud, dated July 1, 2012 (incorporated by reference to Digital’s Current Report on Form 8-K filed on August 6, 2012) |
31.1 |
| Certification of Principal Executive Officer as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002* |
31.2 |
| Certification of Principal Financial Officer and Principal Accounting Officer as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002* |
32.1 |
| Certification of Principal Executive Officer and Principal Accounting Officer as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002* |
101 |
| Interactive data files pursuant to Rule 405 of Regulation S-T** |
*Filed with Form 10-Q on August 15, 2012.
**XBRL information is furnished and not filed for purposes of Sections 11 and 12 of the Securities Act of 1933 and Section 18 of the Securities Exchange Act of 1934, and is not subject to liability under those sections, is not part of any registration statement or prospectus to which it relates and is not incorporated or deemed to be incorporated by reference into any registration statement, prospectus or other document.
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.
| THE DIGITAL DEVELOPMENT GROUP CORP. |
| (Registrant) |
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Date: August 27, 2012 | /s/Martin W. Greenwald |
| Martin W. Greenwald Chief Executive Officer and Chief Financial Officer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) |