United States securities and exchange commission logo
June 8, 2020
Fabian G. Deneault
Chairman and President
Digital Development Partners, Inc.
17800 Castleton Street, Suite 300
City of Industry, CA 91748
Re: Digital Development
Partners, Inc.
Offering Statement
on Form 1-A
Filed May 13, 2020
File No. 24-11215
Dear Mr. Deneault:
We have reviewed your offering statement and have the following
comments. In some of
our comments we may ask you to provide us information so that we may
better understand your
disclosure.
Please respond to this letter by amending your offering statement
and providing the
requested information. If you do not believe that our comments apply to
your facts and
circumstances or do not believe that an amendment is appropriate, please
tell us why in your
response. After reviewing any amendment to your offering statement and
the information that
you provide in response to these comments, we may have additional
comments.
Offering Statement on Form 1-A filed May 13, 2020
General
1. Please include a table
of capitalization as required by Part II of Form 1-A. As part of this
table, please include
the historical capitalization as of December 31, 2019 as well as an
adjusted column which
reflects the sale of the minimum and maximum amount of
securities in this
offering and the use of the net proceeds. The adjusted column should
also include the
$50,000 loans incurred in April 2020.
2. We note that Section 6
of the subscription agreement filed as Exhibit 4.1 stipulates that
the state and federal
courts in Dallas, Texas have exclusive jurisdiction for any legal
proceedings relating to
the offering circular, including the subscription agreement. Revise
to make clear whether
the provision applies to actions arising under the Securities Act or
the Exchange Act. We
note that Section 27 of the Exchange Act creates exclusive federal
jurisdiction over all
suits brought to enforce any duty or liability created by the Exchange
Fabian G. Deneault
Digital Development Partners, Inc.
June 8, 2020
Page 2
Act or its rules and regulation, and Section 22 of the Securities Act
creates concurrent
jurisdiction for federal and state courts over all suits brought to
enforce any duty or
provision created by the Securities Act and its rules and regulations. If
the provision
applies to Securities Act claims, provide disclosure in the offering
circular to state that
there is uncertainty on whether a court would enforce the provision and
that investors
cannot waive compliance with the federal securities laws and their rules
and regulations.
Additionally, provide appropriate risk factor disclosure. If the
provision does not apply to
actions arising under the Securities Act or the Exchange Act, ensure that
the provision in
the subscription agreement states this clearly.
3. We note that Section 6 of the subscription agreement filed as Exhibit 4.1
includes
a waiver of trial by jury provision. Revise to make clear whether the
provision applies to
claims under the federal securities laws. If the provision applies to
claims under the
federal securities laws, provide disclosure of the provision in the
offering circular, and
indicate that investors cannot waive compliance with the federal
securities laws and their
rules and regulations. Additionally, provide appropriate risk factor
disclosure.
Financial Statements, page 30
4. Please update your financial statements, including your pro forma
statements, in
accordance with paragraph (b) of Part F/S of Form 1-A.
We will consider qualifying your offering statement at your request. If
a participant in
your offering is required to clear its compensation arrangements with FINRA,
please have
FINRA advise us that it has no objections to the compensation arrangements
before qualification.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments,
action, or absence of
action by the staff. We also remind you that, following qualification of your
Form 1-A, Rule 257
of Regulation A requires you to file periodic and current reports, including a
Form 1-K which
will be due within 120 calendar days after the end of the fiscal year covered
by the report.
You may contact Melissa Gilmore, Staff Accountant, at (202) 551-3777 or
Claire
Erlanger, Staff Accountant, at (202) 551-3301 if you have questions regarding
comments on the
financial statements and related matters. Please contact Edward M. Kelly,
Senior Counsel, at
(202) 551-3728 or Jay E. Ingram, Legal Branch Chief, at (202) 551-3397 with any
other
questions.
Sincerely,
FirstName LastNameFabian G. Deneault
Comapany NameDigital Development Partners, Inc. Division of
Corporation Finance
June 8, 2020 Page 2 Office of
Manufacturing
FirstName LastName Newlan
cc: Eric J.