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 June 30, 2009
|_| 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 (I.R.S. Employer Identification No.)
of incorporation or organization)
58 1/2 North Lexington Ave.
Asheville, NC 28801
----------------------------- --------------------
(Address of principal executive offices, including Zip Code)
(828) 225-8124
------------------------------------------------
(Issuer's telephone number, including area code)
Cyprium Resources, Inc.
302 Washington St., Suite 513
San Diego, CA 92103
--------------------------------------
(Former name or former address if changed since last report)
Check whether the issuer (1) 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 is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a small reporting company. See
the definitions of "large accelerated filer," "accelerated filer,"
"non-accelerated filer," and "smaller reporting company" in Rule 12b-2 of the
Exchange Act.
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller 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 [x] No [ ]
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 26,370,000 shares of common stock as
of August 10, 2009.
DIGITAL DEVELOPMENT PARTNERS, INC.
(A Development Stage Company)
Balance Sheet
June 30, December 31,
2009 2008
-------- ------------
(Unaudited)
ASSETS
Current Assets
Cash $ 7,897 $ 3,409
----------- -----------
$ 7,897 $ 3,409
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts Payable $ - $ 225
----------- -----------
Stockholders' Equity
Common Stock, $0.001 par value; authorized
75,000,000 shares; issued and outstanding
10,875,000 shares as at June 30, 2008,
(restated);
10,875,000 shares as at June 30, 2009 10,875 10,875
Additional Paid-In Capital 76,625 51,625
Deficit accumulated during the development
stage (79,603) (59,316)
----------- -----------
Total Stockholders' Equity $ 7,897 $ 3,184
----------- -----------
$ 7,897 $ 3,409
=========== ===========
The accompanying notes are an integra l part of these financial statements.
1
DIGITAL DEVELOPMENT PARTNERS, INC.
(A Development Stage Company)
Statement of Operations
(Unaudited)
For the For the For the Period
Three Months Ended Six Months Ended of Inception
June 30 June 30 Jan. 1, 2007
--------------------- --------------------- to June 30,
2009 2008 2009 2008 2009
-------- -------- -------- -------- --------------
Revenue $ - $ - $ - $ - $ -
Cost of Sales - - - - -
-------- -------- -------- -------- --------
Operating Income - - - - -
-------- -------- -------- -------- --------
General and Administrative
Expenses:
Mining Leases - - - - 15,650
Consulting - - 2,671 - 36,273
Professional Fees 17,103 1,250 17,603 2,675 24,078
Licenses & Permits - 75 - 75 750
Transfer Fees - 858 - 1,158 -
Mining Lease Expenses - 2,150 - 2,150 -
Other Administrative
Expenses - 27 13 74 2,852
-------- -------- -------- -------- --------
Total General and
Administrative
Expenses 17,103 4,360 20,287 6,132 79,603
-------- -------- -------- -------- --------
Net Loss $(17,103) $ (4,360) $(20,287) $ (6,132) $(79,603)
========= ========= ========= ========= =========
Loss Per Common Share:
Basic and Diluted $ (0.001) $ (0.000) $ (0.002) $ (0.001)
========= ========= ========= =========
Weighted Average Shares
Outstanding, Basic
and Diluted: 11,754,121 10,875,000 11,316,989 10,875,000
========== ========== ========== ==========
The accompanying notes are an integral part of these financial statements.
2
DIGITAL DEVELOPMENT PARTNERS, INC.
(A Development Stage Company)
Statement of Cash Flows
(Unaudited)
For the For the For the Period
Three Months Ended Six Months Ended of Inception
June 30 June 30 Jan. 1, 2007
--------------------- --------------------- to June 30,
2009 2008 2009 2008 2009
-------- -------- -------- -------- --------------
Cash flows from operating activities:
Net loss $ (17,103) $ (4,360) $ (20,287) $ (6,132) $ (79,603)
Adjustments to reconcile net
loss to net cash used by
operating activities:
Change in operating assets and
liabilities:
Accounts payable and accrued
liabilities - 125 (225) 125 -
---------- ---------- ---------- ---------- ----------
Net cash (used by) operating
activities (17,103) (4,235) (20,512) (6,007) (79,603)
---------- ---------- ---------- ---------- ----------
Cash flows from investing
activities - - - - -
---------- ---------- ---------- ---------- ----------
Net cash (used by) investing
activities - - - - -
---------- ---------- ---------- ---------- ----------
Cash flows from financing activities:
Common stock issued for cash - - - - 57,500
Contributed Capital - - - - 5,000
Sale of warrant 25,000 - 25,000 - 25,000
---------- ---------- ---------- ---------- ----------
Net cash provided by financing
activities 25,000 - 25,000 - 87,500
---------- ---------- ---------- ---------- ----------
Net increase (decrease) in cash 7,897 (4,235) 4,488 (6,007) 7,897
Cash, beginning of the period - 19,765 3,409 21,537 -
---------- ---------- ---------- ---------- ----------
Cash, end of the period $ 7,897 $ 15,530 $ 7,897 $ 15,530 $ 7,897
========== ========== ========== ========== ==========
Supplemental cash flow disclosure:
Interest Paid $ - $ - $ - $ - $ -
========== ========== ========== ========== ==========
Taxes paid $ - $ - $ - $ - $ -
========== ========== ========== ========== ==========
The accompanying notes are an integral part of these financial statements.
3
DIGITAL DEVELOPMENT PARTNERS, INC.
(A Development Stage Company)
Statement of Shareholders' Equity
(Unaudited)
Deficit
Common Stock Accumulated Total
---------------------- Additional during the Shareholders'
Number of Paid-In Development Equity
Shares Amount Capital Stage (Deficit)
--------- ------- ---------- ----------- -------------
Inception, January 1, 2006 - $ - $ - $ - $ -
Common stock issued for cash,
Jan. 10, 2007 @ $0.01 per share 1,500,000 1,500 13,500 15,000
Common stock issued for cash,
May, 2007 @ $0.02 per share 1,325,000 1,325 25,175 26,500
Common stock issued for cash,
June, 2007 @ $0.02 per share 800,000 800 15,200 16,000
Net loss for the year ended
December 31, 2007 (36,063) (36,063)
---------- ---------- ---------- ---------- ----------
Balances, December 31, 2007 3,625,000 $ 3,625 $ 53,875 $ (36,063) $ 21,437
Capital contributed Nov. 26, 2008 5,000 5,000
Net loss for the year ended
December 31, 2008 (23,253) (23,253)
---------- ---------- ---------- ---------- ----------
Balances, December 31, 2008 3,625,000 $ 3,625 $ 58,875 $ (59,316) $ 3,184
3-for-1 stock split May 19, 2009 7,250,000 7,250 (7,250) -
Sale of warrant @ $25,000 25,000 25,000
Net loss for the six months
ended June 30, 2009 (20,287) (20,287)
---------- ---------- ---------- ---------- ----------
Balances, June 30, 2009 10,875,000 $ 10,875 $ 76,625 $ (79,603) $ 7,897
========== ========== ========== ========== ==========
The accompanying notes are an integral part of these financial statements.
4
Digital Development Partners, Inc.
(A Developmental Stage Company)
Notes to Financial Statements
June 30, 2009
1. Basis of Presentation and Nature of Operations
These interim financial statements as of and for the three and six months
ended June 30, 2009 reflect all adjustments which, in the opinion of
management, are necessary to fairly state the Company's financial position
and the results of its operations for the periods presented.
These interim financial statements should be read in conjunction with the
Company's financial statements and notes thereto included in the Company's
December 31, 2008 report. The Company assumes that the users of the interim
financial information herein have read, or have access to, the audited
financial statements for the preceding period, and that the adequacy of
additional disclosure needed for a fair presentation may be determined in
that context. The results of operations for the three and six month periods
ended June 30, 2009 are not necessarily indicative of results for the entire
year ending December 31, 2009.
Organization
------------
The Company was incorporated in Nevada on December 22, 2006 as the Company
Resources, Inc. The Company was originally formed for mineral exploration in
the United States. On May 19, 2009 the corporate name was changed to Digital
Development Partners, Inc.
Current Business of the Corporation
-----------------------------------
On January 15, 2007 the Company entered into a 20 year lease agreement with
the owner of 10 mining claims situated in Utah, known as the King claims. The
lease was maintained current through September 30, 2008, however mining
activities were limited. The Company has since terminated the lease.
Change in Control
-----------------
On January 15, 2009 Jeffrey A. Collins, who also became the Company's sole
officer and director on January 15, 2009, purchased 1,500,000 shares of the
Company's common stock from Consultants' Risk Managers, Inc., a corporation
controlled by the Company's former President.
2. Summary of Significant Accounting Policies
Use of Estimates
----------------
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make certain estimates and assumptions that affect the
reported amounts of assets and liabilities at the date of the financial
statements, and reported amounts of revenue and expenses during the
5
Digital Development Partners, Inc.
(A Developmental Stage Company)
Notes to Financial Statements
June 30, 2009
reporting period. Actual results could differ materially from those
estimates. Significant estimates made by management are, among others,
realizability of long-lived assets and deferred taxes.
Cash and equivalents
--------------------
Cash and equivalents include investments with initial maturities of three
months or less.
Fair Value of Financial Instruments
-----------------------------------
The Financial Accounting Standards Board issued Statement of Financial
Accounting Standards ("SFAS") No. 107, "Disclosures About Fair Value of
Financial Instruments." SFAS No. 107 requires disclosure of fair value
information about financial instruments when it is practicable to estimate
that value. The carrying amounts of the Company's financial instruments as
of January 31, 2009 approximate their respective fair values because of the
short-term nature of these instruments. Such instruments consist of cash,
accounts payable and accrued expenses. The fair value of related party
payables is not determinable.
Income Taxes
------------
The Company utilizes SFAS No. 109, "Accounting for Income Taxes," which
requires the recognition of deferred tax assets and liabilities for the
expected future tax consequences of events that have been included in the
financial statements or tax returns. Under this method, deferred tax assets
and liabilities are determined based on the difference between the tax basis
of assets and liabilities and their financial reporting amounts based on
enacted tax laws and statutory tax rates applicable to the periods in which
the differences are expected to affect taxable income. Valuation allowances
are established, when necessary, to reduce deferred tax assets to the amount
expected to be realized. The Company generated a deferred tax credit through
net operating loss carryforward. However, a valuation allowance of 100% has
been established, as the realization of the deferred tax credits is not
reasonably certain, based on going concern considerations outlined as
follows.
Going Concern
-------------
The Company's financial statements are prepared using accounting principles
generally accepted 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 to allow it to continue as a going concern. The ability of the
Company to continue as a going concern is dependent on the Company obtaining
adequate capital to fund operating losses until it becomes profitable. If
the Company is unable to obtain adequate capital, it could be forced to
cease development of operations.
6
Digital Development Partners, Inc.
(A Developmental Stage Company)
Notes to Financial Statements
June 30, 2009
The ability of the Company to continue as a going concern is dependent upon
its ability to successfully accomplish its plans to engage a working
interest partner, in order to eventually secure other sources of financing
and attain profitable operations. The accompanying financial statements do
not include any adjustments relating to the recoverability and
classification of recorded asset amounts or the amount and classifications
or liabilities or other adjustments that might be necessary should the
Company be unable to continue as a going concern.
Development-Stage Company
-------------------------
The Company is considered a development-stage company, with limited
operating revenues during the periods presented, as defined by Statement of
Financial Accounting Standards ("SFAS") No. 7. SFAS. No. 7 requires
companies to report their operations, shareholders deficit and cash flows
since inception through the date that revenues are generated from
management's intended operations, among other things. Management has defined
inception as January 1, 2007. Since inception, the Company has incurred an
operating loss of $79,603. The Company's working capital has been generated
through the sales of common stock and a loan from an officer. Management has
provided financial data since January 1, 2007, "Inception" in the financial
statements, as a means to provide readers of the Company's financial
information to make informed investment decisions.
Basic and Diluted Net Loss Per Share
------------------------------------
Net loss per share is calculated in accordance with SFAS 128, Earnings Per
Share for the period presented. Basic net loss per share is based upon the
weighted average number of common shares outstanding. Diluted net loss per
share is based on the assumption that all dilative convertible shares and
stock options were converted or exercised. Dilution is computed by applying
the treasury stock method. Under this method, options and warrants are
assumed exercised at the beginning of the period (or at the time of
issuance, if later), and as if funds obtained thereby were used to purchase
common stock at the average market price during the period.
As of June 30, 2009 the Company had a potentially dilutive security in a
warrant which allows the holder to purchase of 2,000,000 shares of the
Company's common stock at a price of $1.00 per share.
The following is a reconciliation of the numerator and denominator of the
basic and diluted earnings per share computations for the six months ended
June 30,
2009 2008
---- ----
Numerator:
---------
Basic and diluted net loss per share:
Net Loss $ (20,287) $ (6,132)
7
Digital Development Partners, Inc.
(A Developmental Stage Company)
Notes to Financial Statements
June 30, 2009
Denominator
-----------
Basic and diluted weighted average
number of shares outstanding 11,316,989 10,875,000
Basic and Diluted Net Loss Per Share $ (0.002) $ (0.000)
------------------------------------
3. Capital Stock
Forward Stock Split/Change in Authorized Shares
-----------------------------------------------
On May 19, 2009 the Company's sole director:
o in accordance with Section 78.207 of the Nevada Revised Statutes,
approved a resolution approving a 3-for-1 forward stock split and
increasing the Company's authorized capitalization to 225,000,000
shares of common stock; and
o in accordance with Section 92A.180 of the Nevada revised statutes,
approved a resolution changing the Company's name to Digital
Development Partners, Inc.
Prior to May 19, 2009 the Company had an authorized capitalization of
75,000,000 shares of common stock and had 3,625,000 outstanding shares of
common stock. Following the forward split, the Company had 10,875,000
outstanding shares of common stock.
The forward stock split and the name change became effective on the OTC
Bulleting Board on June 29, 2009.
Sale of a Warrant/Related Party Transaction.
-------------------------------------------
On August 2, 2009 the Company, in consideration for the payment of $25,000,
issued a warrant to the Company's sole officer and director. The warrant
entitles the holder to purchase up to 2,000,000 shares of common stock of the
Company at a price of $1.00 per share at any time prior to May 31, 2014.
5. Stock Split
Financial statements for prior periods have been adjusted to reflect the
3-for-1 stock split which became effective on June 29, 2009.
6. Subsequent Events
On August 3, 2009 the Company acquired all of the outstanding shares of
4gDeals, Inc. for 15,495,000 shares of the Company's common stock.
8
Digital Development Partners, Inc.
(A Developmental Stage Company)
Notes to Financial Statements
June 30, 2009
In connection with the acquisition:
o Jeffrey Collins resigned as the Company's sole officer and director;
o Isaac Roberts was appointed the Company's President and as a director;
o Ravikumar Nandagopalan was appointed the Company's Secretary and
Treasurer and as a director;
o Jeffrey Collins sold 4,500,000 shares of the Company's common stock to
Isaac Roberts for a nominal price; and
o the Company issued Mr. Collins a warrant which allows Mr. Collins to
acquire up to 2,000,000 shares of the Company's common stock at a
price of $1.00 per share at any time prior to June 1, 2014.
4gDeals is developing a software-based system which will allow restaurants,
merchants and service providers to send text messages to customers advising
the customer of discounts or other promotional offers. The text message will
normally contain a promotion code which, when provided to the establishment,
will enable the customer to obtain the discount or promotional offer.
Establishments using this system will be able to notify customers rapidly of
discount offers and will avoid the time and cost of publishing discount
offers in newspapers or other traditional forms of media. It is expected that
the first version of this system will be completed by November 2009.
4gDeals is in the development stage and has not generated any revenue.
9
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operation
The Company was incorporated in December 2006. During the period from its
incorporation through December 31, 2008 the Company did not generate any revenue
and incurred $6,650 in exploration expenses and $16,603 in operating and general
administration expenses.
Since its inception, the Company has financed its operations through the
private sale of its common stock. The Company does not have any commitments or
arrangements from any person to provide the Company with any additional capital.
In January 2007 the Company leased ten mining claims from an unrelated
third party. These claims were located in Piute County, Utah. The mining lease
was for a twenty-year term and required the Company to pay a royalty to the
lessor equal to 2.5% of the net smelter returns from the sale of any minerals
extracted from the claims. Minimum royalty payments of $4,500 were also required
each year during the term of the lease. On November 1, 2008 the mining lease was
terminated by the mutual agreement of the Company and the lessor.
On May 19, 2009 the Company's sole director:
o in accordance with Section 78.207 of the Nevada Revised Statutes,
approved a resolution approving a 3-for-1 forward stock split and
increasing the Company's authorized capitalization to 225,000,000
shares of common stock; and
o in accordance with Section 92A.180 of the Nevada revised statutes,
approved a resolution changing the Company's name to Digital
Development Partners, Inc.
Prior to May 19, 2009 the Company had an authorized capitalization of
75,000,000 shares of common stock and had 3,625,000 outstanding shares of common
stock. Following the forward split, the Company had 10,875,000 outstanding
shares of common stock.
The forward stock split and the name change became effective on the OTC
Bulleting Board on June 29, 2009.
On August 3, 2009 the Company acquired all of the outstanding shares of
4gDeals, Inc. for 15,495,000 shares of the Company's common stock.
In connection with the acquisition:
o Jeffrey Collins resigned as the Company's sole officer and director;
o Isaac Roberts was appointed the Company's President and as a director;
o Ravikumar Nandagopalan was appointed the Company's Secretary and
Treasurer and as a director;
o Jeffrey Collins sold 4,500,000 shares of the Company's common stock to
Isaac Roberts for a nominal price; and
10
o the Company issued Mr. Collins a warrant which allows Mr. Collins to
acquire up to 2,000,000 shares of the Company's common stock at a
price of $1.00 per share at any time prior to June 1, 2014.
4gDeals is developing a software-based system which will allow
restaurants, merchants and service providers to send text messages to customers
advising the customer of discounts or other promotional offers. The text message
will normally contain a promotion code which, when provided to the
establishment, will enable the customer to obtain the discount or promotional
offer. Establishments using this system will be able to notify customers rapidly
of discount offers and will avoid the time and cost of publishing discount
offers in newspapers or other traditional forms of media. It is expected that
the first version of this system will be completed by November 2009.
4gDeals is in the development stage and has not generated any revenue.
See Note 2 to the financial statements included as part of this report for
a description of the Company's accounting policies and recent accounting
pronouncements.
Item 4T. 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 June 30, 2009, 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 effective.
(b) Changes in Internal Controls. There were no changes in the Company's
internal control over financial reporting during the quarter ended June 30,
2009, 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.
11
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.
August 11, 2009 By: /s/ Isaac Roberts
------------------------------
Isaac Roberts, President and Principal
Executive, Financial and Accounting
Officer
12