Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2017 | Jun. 05, 2017 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q1 | |
Entity Registrant Name | Digital Donations Technologies, Inc. | |
Entity Central Index Key | 1,644,825 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 88,607,736 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 | [1] |
CURRENT ASSETS | |||
Cash and cash equivalents | $ 40,162 | $ 23,620 | |
Accounts receivable - Trade | 11,043 | 11,336 | |
Total Current Assets | 51,205 | 34,956 | |
FIXED ASSETS | |||
Equipment | 13,228 | 13,228 | |
Accumulated depreciation | (3,480) | (2,378) | |
Fixed Assets, net | 9,748 | 10,850 | |
TOTAL ASSETS | 60,953 | 45,806 | |
CURRENT LIABILITIES | |||
Accounts payable | 10,539 | 15,147 | |
Accrued liabilities | 61,556 | 75,432 | |
Note payable | 30,000 | 30,000 | |
Total Current Liabilities | 102,095 | 120,579 | |
Commitments and Contingencies | |||
STOCKHOLDERS’ DEFICIT | |||
Preferred Stock, $0.001 par value; 100,000,000 shares authorized at March 31, 2017 and December 31, 2016; 0 shares issued and outstanding as of March 31, 2017 and December 31, 2016. | 0 | 0 | |
Common stock - $0.0001 par value; 300,000,000 shares authorized at March 31, 2017 and December 31, 2016; 88,257,734 and 86,614,766 shares issued, issuable and outstanding at March 31, 2017 and December 31, 2016, respectively. | 8,826 | 8,662 | |
Additional paid-in capital | 1,033,004 | 898,668 | |
Accumulated deficit | (1,082,972) | (982,103) | |
Total Stockholders’ Deficit | (41,142) | (74,773) | |
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | $ 60,953 | $ 45,806 | |
[1] | Derived from audited information |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2017 | Dec. 31, 2016 |
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 100,000,000 | 100,000,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 300,000,000 | 300,000,000 |
Common Stock, Shares, Issued | 88,257,734 | 86,614,766 |
Common Stock, Shares Subscribed but Unissued | 88,257,734 | 86,614,766 |
Common Stock, Shares, Outstanding | 88,257,734 | 86,614,766 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
REVENUES | ||
Payment processing income | $ 30,719 | $ 32,360 |
Service fee income | 1,193 | 0 |
Total Gross Revenues | 31,912 | 32,360 |
Residuals and commissions | 7,803 | 5,538 |
Net Revenues | 24,109 | 26,822 |
OPERATING EXPENSES | ||
Payroll expenses | 41,671 | 39,806 |
Stock based compensation | 0 | 4,430 |
Sales and marketing | 35,456 | 15,578 |
Professional fees | 20,080 | 9,413 |
Software development fees | 0 | 7,495 |
IT and software | 8,597 | 13,134 |
Depreciation expense | 1,102 | 60 |
Corporate and office | 16,272 | 9,065 |
Total Operating Expenses | 123,178 | 98,981 |
OPERATING LOSS | (99,069) | (72,159) |
OTHER INCOME AND EXPENSES | ||
Interest expense | (1,800) | 0 |
Total Other Income and Expense | (1,800) | 0 |
LOSS BEFORE INCOME TAXES | (100,869) | (72,159) |
Provision for income taxes | 0 | 0 |
NET LOSS | $ (100,869) | $ (72,159) |
Basic and Diluted | ||
Loss per share | $ 0 | $ 0 |
Weighted average shares outstanding | 86,900,472 | 74,889,498 |
Pro Forma [Member] | ||
OPERATING EXPENSES | ||
OPERATING LOSS | $ (72,159) | |
OTHER INCOME AND EXPENSES | ||
Provision for income taxes | 24,500 | |
NET LOSS | $ (47,659) | |
Basic and Diluted | ||
Loss per share | $ 0 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows - USD ($) | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | ||
OPERATING ACTIVITIES | |||
Net loss | $ (100,869) | $ (72,159) | |
Adjustments to Reconcile Net Loss to Net Cash Provided by Operating Activities: | |||
Depreciation | 1,102 | 60 | |
Stock based compensation | 0 | 4,430 | |
Changes in operating assets and liabilities: | |||
Accounts receivable | 293 | (9,040) | |
Accounts payable and accrued expenses | (18,484) | 6,411 | |
Net Cash Used in Operating Activities | (117,958) | (70,298) | |
INVESTING ACTIVITIES | |||
Purchases of equipment | 0 | (2,168) | |
(Advances to)/Repayments from Related Parties, net | 0 | (5,900) | |
Net Cash Used in Investing Activities | 0 | (8,068) | |
FINANCING ACTIVITIES | |||
Common stock issued for cash | 134,500 | 75,000 | |
Net Cash Provided by Financing Activities | 134,500 | 75,000 | |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 16,542 | (3,366) | |
CASH AND CASH EQUIVALENTS, beginning of period | 23,620 | [1] | 48,080 |
CASH AND CASH EQUIVALENTS, end of period | 40,162 | 44,714 | |
Cash paid for interest | 500 | 0 | |
Cash paid for income taxes | $ 0 | $ 0 | |
[1] | Derived from audited information |
NATURE OF OPERATIONS AND SUMMAR
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization, Consolidation and Presentation of Financial Statements Disclosure and Significant Accounting Policies [Text Block] | Note 1 - NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES NATURE OF OPERATIONS Digital Donations Technologies, Inc. (formerly Fishing Ridge Acquisition Corporation) ("DDTI") was incorporated on May 21, 2015 Delaware The Company intends to develop and distribute creative and innovative fund raising technology and provide payment processing solutions connecting charities and foundations with the consumer and corporate America. The Company anticipates developing fund raising solutions that will expand and enhance the way charities and foundations reach donors. The Company perceives that through the process of integrating a donation request as part of a financial transaction, retailers, e-tailers, ATM owners and service providers will have the ability to create new, or enhance existing, cause marketing programs. On October 17, 2016, DDTI entered into a merger with Digital Donations, Inc. (the “Company” and post-merger, the “Company” represents the combined entity), which has resulted in the combination of the Company with DDTI through the issuance of 79,084,807 100 The condensed consolidated balance sheet as of March 31, 2017 and the condensed consolidated statements of operations and cash flows for the three month periods ended March 31, 2017 and 2016 have been prepared by the Company without audit. The condensed consolidated balance sheet as of December 31, 2016 has been derived from the audited financial statements as of that date, but does not include all required year-end disclosures. In the opinion of management, such statements include all adjustments considered necessary to present fairly the Company’s financial position as of March 31, 2017 and December 31, 2016, and its results of operations and cash flows for all periods presented. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in the Company’s latest Annual Report on Form 10-K for the year ended December 31, 2016. The accompanying unaudited condensed consolidated financial statements are prepared in accordance with U.S. generally accepted accounting principles (U.S. GAAP) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all information and footnotes required by U.S. GAAP for complete financial statements. Operating results for the three months ended March 31, 2017 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2017. The Company has incurred operating losses since inception as it has sought to develop alternative payments and fundraising solutions to its target market. As of March 31, 2017, the Company had an accumulated deficit of $ 1,082,972 40,162 100,869 551,299 117,958 360,332 (41,142) (74,773) 50,000 The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Although these estimates are based upon management’s best knowledge of current events and actions that the Company may undertake in the future, actual results could differ from those estimates. Cash and cash equivalents include cash on hand and on deposit at banking institutions as well as all highly liquid short-term investments with original maturities of 90 days or less. From its inception through the date of the merger, Digital Donations, Inc. was taxed as an S Corporation under the Internal Revenue Code of the United States. As such, its income or losses were passed through to its shareholders and therefore the benefits of losses or the liability for any taxes due from income was the responsibility of the Company’s shareholders and not the Company. Upon completion of the merger, the status of the Company automatically changed to that of a C Corporation and thus from that day forward, the Company is responsible for all tax liabilities incurred or benefits obtained. Under ASC 740, "Income Taxes," deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Valuation allowances are established when it is more likely than not that some or all of the deferred tax assets will not be realized. As of March 31, 2017 and December 31, 2016, 100% of the net deferred tax assets recorded were fully allowed for due to the uncertainty of the realization of net operating loss or carry forward prior to expiration. Basic loss per common share excludes dilution and is computed by dividing net loss by the weighted average number of common shares outstanding during the period. Diluted loss per common share reflect the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the loss of the entity. As of March 31, 2017 and 2016, respectively, there were no outstanding dilutive securities. |
NOTES PAYABLE
NOTES PAYABLE | 3 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Short-term Debt [Text Block] | Note 2. NOTES PAYABLE In August, 2016, the Company entered into a note agreement with an investor and received gross proceeds of $25,000. The note bears interest at the rate of 24% per annum, matures 180 days after issuance and is unsecured. In October, 2016, the Company entered into a second note agreement with the same investor and received gross proceeds of $5,000. The note bears interest at the rate of 24% per annum, matures 180 days after issuance and is unsecured. In February 2017, the Company and the holder entered into a verbal agreement such that maturity was extended until such time as the Company files an S-1 registration statement that is declared effective. |
STOCKHOLDER_S DEFICIT
STOCKHOLDER’S DEFICIT | 3 Months Ended |
Mar. 31, 2017 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | Note 3. STOCKHOLDER’S DEFICIT COMMON STOCK During the first three months of 2017 the Company raised $134,500 in cash proceeds through private placement subscriptions to 1,642,968 shares of the Company’s common stock by two different individuals. Of the total, 1,602,968 shares were sold for $0.07143 a share and 40,000 shares were sold for $0.50 a share During the three months ended March 31, 2016, the Company raised $75,000 in cash proceeds through private placement subscriptions at $0.07143 per share and agreed to issue 1,049,979 shares of the Company’s common stock to one individual. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | Note 4. RELATED PARTY TRANSACTIONS In the three months ended March 31, 2016, the entity was further advanced funds from a related party, but the related party was able to repay all of the 2016 advances plus an additional $9,245 which the Company has shown as a reduction of its general and administrative expense, as at December 31, 2016, the Company had fully reserved all previous advances by the related party. Prior to the incorporation of the Company, the founders created and purchased the logo, trade name and trade mark that the Company now uses from the related entity noted above. However, because of serious financial issues suffered by the related entity, the only other product developed outside of the creation and purchase of the logo, trade name and trade mark, was the development of a Point of Sale technology and product that ultimately was discontinued in 2014 since the standard that it was based on became obsolete, and this technology and product will not be used by the Company nor will it be acquired by the Company. In 2017 the Company expects to enter into a transaction with the related entity to acquire the logo, trade name and trade mark and expects to issue its equity in consideration for those items due to the current liquidity situation of the Company. Because the intangible items will be purchased from a related entity, the Company will record the intangible assets purchased at the historical cost incurred by the related entity to acquire those intangibles as the purchase price. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | Note 5. SUBSEQUENT EVENTS From April 1 through June 5, 2017, the Company sold to one shareholder an aggregate of 699,986 50,000 699,986 |
NATURE OF OPERATIONS AND SUMM11
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Business Combinations Policy [Policy Text Block] | RECAPITALIZATION On October 17, 2016, DDTI entered into a merger with Digital Donations, Inc. (the “Company” and post-merger, the “Company” represents the combined entity), which has resulted in the combination of the Company with DDTI through the issuance of 79,084,807 100 |
Basis of Accounting, Policy [Policy Text Block] | BASIS OF PRESENTATION AND CONSOLIDATION The condensed consolidated balance sheet as of March 31, 2017 and the condensed consolidated statements of operations and cash flows for the three month periods ended March 31, 2017 and 2016 have been prepared by the Company without audit. The condensed consolidated balance sheet as of December 31, 2016 has been derived from the audited financial statements as of that date, but does not include all required year-end disclosures. In the opinion of management, such statements include all adjustments considered necessary to present fairly the Company’s financial position as of March 31, 2017 and December 31, 2016, and its results of operations and cash flows for all periods presented. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in the Company’s latest Annual Report on Form 10-K for the year ended December 31, 2016. The accompanying unaudited condensed consolidated financial statements are prepared in accordance with U.S. generally accepted accounting principles (U.S. GAAP) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all information and footnotes required by U.S. GAAP for complete financial statements. Operating results for the three months ended March 31, 2017 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2017. |
Going Concern [Policy Text Block] | GOING CONCERN The Company has incurred operating losses since inception as it has sought to develop alternative payments and fundraising solutions to its target market. As of March 31, 2017, the Company had an accumulated deficit of $ 1,082,972 40,162 100,869 551,299 117,958 360,332 (41,142) (74,773) 50,000 |
Use of Estimates, Policy [Policy Text Block] | USE OF ESTIMATES The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Although these estimates are based upon management’s best knowledge of current events and actions that the Company may undertake in the future, actual results could differ from those estimates. |
Cash and Cash Equivalents, Policy [Policy Text Block] | CASH AND CASH EQUIVALENTS Cash and cash equivalents include cash on hand and on deposit at banking institutions as well as all highly liquid short-term investments with original maturities of 90 days or less. |
Income Tax, Policy [Policy Text Block] | INCOME TAXES From its inception through the date of the merger, Digital Donations, Inc. was taxed as an S Corporation under the Internal Revenue Code of the United States. As such, its income or losses were passed through to its shareholders and therefore the benefits of losses or the liability for any taxes due from income was the responsibility of the Company’s shareholders and not the Company. Upon completion of the merger, the status of the Company automatically changed to that of a C Corporation and thus from that day forward, the Company is responsible for all tax liabilities incurred or benefits obtained. Under ASC 740, "Income Taxes," deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Valuation allowances are established when it is more likely than not that some or all of the deferred tax assets will not be realized. As of March 31, 2017 and December 31, 2016, 100% of the net deferred tax assets recorded were fully allowed for due to the uncertainty of the realization of net operating loss or carry forward prior to expiration. |
Earnings Per Share, Policy [Policy Text Block] | LOSS PER COMMON SHARE Basic loss per common share excludes dilution and is computed by dividing net loss by the weighted average number of common shares outstanding during the period. Diluted loss per common share reflect the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the loss of the entity. As of March 31, 2017 and 2016, respectively, there were no outstanding dilutive securities. |
NATURE OF OPERATIONS AND SUMM12
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Textual) - USD ($) | 1 Months Ended | 2 Months Ended | 3 Months Ended | 12 Months Ended | |||
Oct. 17, 2016 | Jun. 05, 2017 | Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | ||
Entity Incorporation, Date of Incorporation | May 21, 2015 | ||||||
Entity Incorporation, State Country Name | Delaware | ||||||
Retained Earnings (Accumulated Deficit) | $ (1,082,972) | $ (982,103) | [1] | ||||
Cash and Cash Equivalents, at Carrying Value | 40,162 | $ 44,714 | 23,620 | [1] | $ 48,080 | ||
Net Income (Loss) Attributable to Parent | (100,869) | (72,159) | 551,299 | ||||
Net Cash Provided by (Used in) Operating Activities, Continuing Operations | (117,958) | (70,298) | 360,332 | ||||
Stockholders' Equity Attributable to Parent | (41,142) | $ (74,773) | [1] | ||||
Common Stock [Member] | Private Placement [Member] | |||||||
Stock Issued During Period, Value, New Issues | $ 134,500 | $ 75,000 | |||||
Common Stock [Member] | Private Placement [Member] | Subsequent Event [Member] | |||||||
Stock Issued During Period, Value, New Issues | $ 50,000 | ||||||
Digital Donations Inc [Member] | |||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 79,084,807 | ||||||
Issued And Outstanding Shares of Common Stock,Percentage | 100.00% | ||||||
[1] | Derived from audited information |
NOTES PAYABLE (Details Textual)
NOTES PAYABLE (Details Textual) - Notes Payable, Other Payables [Member] - USD ($) | 1 Months Ended | |
Oct. 31, 2016 | Aug. 31, 2016 | |
Proceeds from Notes Payable | $ 5,000 | $ 25,000 |
Debt Instrument, Interest Rate, Stated Percentage | 24.00% | 24.00% |
Debt Instrument, Term | 180 days | 180 days |
STOCKHOLDER_S DEFICIT (Details
STOCKHOLDER’S DEFICIT (Details Textual) - Private Placement [Member] - Common Stock [Member] - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Stock Issued During Period, Value, New Issues | $ 134,500 | $ 75,000 |
Stock Issued During Period, Shares, New Issues | 1,642,968 | 1,049,979 |
Shares Issued, Price Per Share | $ 0.07143 | |
Individual One [Member] | ||
Stock Issued During Period, Shares, New Issues | 1,602,968 | |
Shares Issued, Price Per Share | $ 0.07143 | |
Individual Two [Member] | ||
Stock Issued During Period, Shares, New Issues | 40,000 | |
Shares Issued, Price Per Share | $ 0.50 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Textual) | 3 Months Ended |
Mar. 31, 2016USD ($) | |
Related Party Transaction [Line Items] | |
Repayment of Notes Receivable from Related Parties | $ 9,245 |
SUBSEQUENT EVENTS (Details Text
SUBSEQUENT EVENTS (Details Textual) - USD ($) | 2 Months Ended | 3 Months Ended | |
Jun. 05, 2017 | Mar. 31, 2017 | Mar. 31, 2016 | |
Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Common Stock, Capital Shares Reserved for Future Issuance | 699,986 | ||
Common Stock [Member] | Private Placement [Member] | |||
Subsequent Event [Line Items] | |||
Stock Issued During Period, Shares, New Issues | 1,642,968 | 1,049,979 | |
Stock Issued During Period, Value, New Issues | $ 134,500 | $ 75,000 | |
Common Stock [Member] | Private Placement [Member] | Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Stock Issued During Period, Shares, New Issues | 699,986 | ||
Stock Issued During Period, Value, New Issues | $ 50,000 |