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, 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)
(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 [ ] No [x]
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 26,586,000 shares of common stock as
of November 10, 2009.
DIGITAL DEVELOPMENT PARTNERS, INC.
(A Development Stage Company)
Consolidated Balance Sheet
September 30, December 31,
2009 2008
------------- -------------
(Unaudited)
ASSETS
Current Assets
Cash $ 133,941 $ 3,409
------------- -------------
Other Assets
Goodwill 5,000 -
------------- -------------
$ 138,941 $ 3,409
============= =============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts Payable $ - $ 225
Subscriptions Received 162,000 -
------------- -------------
162,000 225
------------- -------------
Stockholders' Equity
Common Stock, $0.001 par value; authorized
225,000,000 shares; issued and outstanding
10,875,000 shares as at September 30, 2008,
26,370,000 shares as at September 30, 2009 26,370 10,875
Additional Paid-In Capital 66,230 51,625
Deficit accumulated during the development
stage (115,659) (59,316)
------------- -------------
Total Stockholders' Equity $ (23,059) $ 3,184
------------- -------------
$ 138,941 $ 3,409
============= =============
The accompanying notes are an integral part of these financial statements.
1
DIGITAL DEVELOPMENT PARTNERS, INC.
(A Development Stage Company)
Consolidated Statement of Operations
(Unaudited)
For the For the For the Period
Three Months Ended Nine Months Ended of Inception
September 30 September 30 Jan. 1, 2007
--------------------- --------------------- to Sep. 30,
2009 2008 2009 2008 2009
------ ------ ------ ------ --------------
Revenue $ - $ - $ - $ - $ -
Cost of Sales - - - - -
---------- ---------- ---------- ---------- ----------
Operating Income - - - - -
---------- ---------- ---------- ---------- ----------
General and Administrative
Expenses:
Mining Leases - 4,500 - 6,650 15,650
Consulting 9,538 10,653 12,209 10,653 45,811
Professional Fees 18,415 625 36,018 3,300 42,493
Licenses & Permits - - - 75 750
Project Related Costs 3,004 - 3,004 - 3,004
Transfer Fees 1,754 - 1,754 - 1,754
Other Administrative
Expenses 3,345 (248) 3,358 984 6,197
---------- ---------- ---------- ---------- ----------
Total General and
Administrative Expenses 36,056 15,530 56,343 21,662 115,659
---------- ---------- ---------- ---------- ----------
Net Loss $ (36,056) $ (15,530) $ (56,343) $ (21,662) $(115,659)
========== ========== ========== ========== ==========
Loss Per Common Share:
Basic and Diluted $ (0.002) $ (0.001) $ (0.004) $ (0.002)
========== ========== ========== ==========
Weighted Average Shares
Outstanding, Basic and
Diluted: 20,643,587 10,875,000 14,166,978 10,875,000
========== ========== ========== ==========
The accompanying notes are an integral part of these financial statements.
2
DIGITAL DEVELOPMENT PARTNERS, INC.
(A Development Stage Company)
Consolidated Statement of Cash Flows
(Unaudited)
For the For the For the Period
Three Months Ended Nine Months Ended of Inception
September 30 September 30 Jan. 1, 2007
--------------------- --------------------- to Sep. 30,
2009 2008 2009 2008 2009
------ ------ ------ ------ --------------
Cash flows from operating activities:
Net loss $ (36,056) $ (15,530) $ (56,343) $ (21,662) $ (115,659)
Adjustments to reconcile net loss to
net cash used by operating activities:
Non cash issue of stock for investment 5,000 - 5,000 - 5,000
Change in operating assets and
liabilities:
Accounts payable, accrued liabilities - - (225) 125 -
----------- ----------- ----------- ----------- -----------
Net cash (used by) operating activities (31,056) (15,530) (51,568) (21,537) (110,659)
----------- ----------- ----------- ----------- -----------
Cash flows from investing activities - - - - -
Investment in Subsidiary (5,000) - (5,000) - (5,000)
----------- ----------- ----------- ----------- -----------
Net cash (used by) investing activities (5,000) - (5,000) - -
----------- ----------- ----------- ----------- -----------
Cash flows from financing activities:
Common stock issued for cash - - - 57,500
Contributed Capital 100 - 100 - 5,100
Subscriptions Received 162,000 - 162,000 - 162,000
Warrants issued for cash - 25,000 - 25,000
----------- ----------- ----------- ----------- -----------
Net cash provided by financing activities 162,100 - 187,100 - 249,600
----------- ----------- ----------- ----------- -----------
Net increase (decrease) in cash 126,044 (15,530) 130,532 (21,537) 138,941
Cash, beginning of the period 7,897 15,530 3,409 21,537 -
----------- ----------- ----------- ----------- -----------
Cash, end of the period $ 133,941 $ - $ 133,941 $ - $ 138,941
=========== =========== =========== =========== ===========
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)
Consolidated Statement of Stockholders' 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 4,500,000 4,500 10,500 15,000
Common stock issued for cash,
May, 2007 @ $0.02 per share 3,975,000 3,975 22,525 26,500
Common stock issued for cash,
June, 2007 @ $0.02 per share 2,400,000 2,400 13,600 16,000
Net loss for the year ended
December 31, 2007 (36,063) (36,063)
----------- ----------- ----------- ----------- -----------
Balances, December 31, 2007 10,875,000 $ 10,875 $ 46,625 $ (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 10,875,000 $ 10,875 $ 51,625 $ (59,316) $ 3,184
Capital contributed August 1, 2009 100 100
Stock Issued for purchase of
subsidiary Aug 3, 2009 @
$0.0033/share 15,495,000 15,495 (10,495) 5,000
Sale of warrant @ $25,000 Aug.3, 2009 25,000 25,000
Net loss for the nine months ended
September 30, 2009 (56,343) (56,343)
----------- ----------- ----------- ----------- -----------
Balances, September 30, 2009 26,370,000 $ 26,370 $ 66,230 $ (115,659) $ (23,059)
=========== =========== =========== =========== ===========
The accompanying notes are an integral part of these financial statements.
4
Digital Development Partners, Inc.
(A Developmental Stage Company)
Notes to Consolidated Financial Statements
September 30, 2009
(Unaudited)
1. Basis of Presentation and Nature of Operations
The accompanying interim unaudited consolidated financial statements have
been prepared by Digital Development Partners Inc. "the Company", without
audit. Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted
accounting principles in the United States of America have been condensed or
omitted pursuant to the rules and regulations of the Securities and Exchange
Commission. The consolidated financial statements include our accounts and
those of our subsidiary, 4gDeals Inc. All inter-company balances have been
eliminated in consolidation.
These interim unaudited consolidated financial statements as of and for the
nine months ended September 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 unaudited consolidated 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 nine-month
period ended September 30, 2009 are not necessarily indicative of results for
the entire year ending December 31, 2009.
Organization
------------
The Company was incorporated as Cyprium Resources, Inc. under the laws of the
State of Nevada December 22, 2006. The Company was originally formed for
mineral exploration in the United States. On May 19, 2009 the name of the
Company was changed to Digital Development Partners, Inc.
Current Business
----------------
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 lease was terminated by mutual agreement in
November 2008.
On August 3, 2009 the Company acquired all of the outstanding stock of
4gDeals Inc., a private Nevada corporation, through the issue of 15,495,000
shares of the Company's common stock. 4gDeals Inc. is a development stage
company soliciting merchants for contracts for the use of its web based
system for issuing coupons to customers on-line.
5
Digital Development Partners, Inc.
(A Developmental Stage Company)
Notes to Consolidated Financial Statements
September 30, 2009
(Unaudited)
Change in Officers and Directors
--------------------------------
The following assumed the offices of President, Chief Financial Officer,
Secretary and Director in turn, on the dates indicated:
Stephen H. Cleven September 9, 2008
Robert Shea September 24, 2008
Jeffrey A. Collins January 15, 2009
Isaac Roberts August 3, 2009
On January 15, 2009 Jeffrey A. Collins purchased 4,500,000 shares of the
Company's common stock (after conversion to 3-for-1 split shares), from
Consultants' Risk Managers, Inc., a corporation controlled by Mr. Shea. The
shares represented approximately 42% of the outstanding shares of common
stock. Mr. Collins then became the sole officer and director of the
Company. On August 3, 2009 Mr. Collins sold his shares to Isaac Roberts for
a nominal price, and Isaac Roberts assumed the offices held by Mr. Collins.
In August 2009 Mr. Collins also purchased, for $25,000, a warrant which
allows Mr. Collins to acquire 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.
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 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
September 30, 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
6
Digital Development Partners, Inc.
(A Developmental Stage Company)
Notes to Consolidated Financial Statements
September 30, 2009
(Unaudited)
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.
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 $115,659. The
7
Digital Development Partners, Inc.
(A Developmental Stage Company)
Notes to Consolidated Financial Statements
September 30, 2009
(Unaudited)
Company's working capital has been generated through the sales of common
stock and warrants. 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 September 30, 2009 the Company has a potentially dilutive security in
the outstanding warrant for the purchase of 2,000,000 shares of common stock.
Since the Company is in a loss position the warrant is anti-dilutive and not
considered in the calculation.
The following is a reconciliation of the numerator and denominator of the
basic and diluted earnings per share computations for the nine months ended
September 30,
2009 2008
---- ----
Numerator:
---------
Basic and diluted net loss per share:
Net Loss $ (56,343) $ (21,662)
Denominator
-----------
Basic and diluted weighted average
number of shares outstanding 14,166,978 10,875,000
Basic and Diluted Net Loss Per Share $ (0.004) $ (0.002)
-------------------------------------
3. Capital Stock/Related Party Transaction
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
8
Digital Development Partners, Inc.
(A Developmental Stage Company)
Notes to Consolidated Financial Statements
September 30, 2009
(Unaudited)
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
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 a developing a software-based system which will allow restaurants,
merchants and service providers to send text messages to customer advising
the customer of discounts or other promotional offers.
4gDeals, which is now a wholly owned subsidiary of the Company, is in the
development stage and has not generated any revenue.
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.
9
Digital Development Partners, Inc.
(A Developmental Stage Company)
Notes to Consolidated Financial Statements
September 30, 2009
(Unaudited)
6. Subsequent Event
Between September 30 and November 4, 2009, the Company sold 216,000 Units to
private investors at a price of $0.75 per Unit. Each Unit consisted of one
share of the Company's common stock, one Series A Warrant and one Series B
Warrant. Each Series A Warrant entitles the holder to purchase one share of
the Company's common stock at a price of $1.00 per share. Each Series B
Warrant entitles the holder to purchase one share of the Company's common
stock at a price of $1.25 per share. The Series A and B Warrants expire on
September 30, 2014.
10
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
11
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.
The Company, through its subsidiary 4gDeals, is developing a software-based
system which will allow restaurants, merchants and service providers to send
electronic coupons ("e-coupons") to mobile communication devices and personal
computers of customers advising the customer of discounts or other promotional
offers. The e-coupon 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.
For example:
o a restaurant, sensing a slower than normal Thursday, could use the
Company's system to quickly send an e-coupon which could be redeemed
that evening only for discounted dinners;
o a hardware store, could, when learning of a forecasted snow storm,
send out e-coupon for discounts on snow shovels and ice scrapers; or
o a movie theater, after seeing a star in a newly released motion
picture being interviewed on a morning news program, could send
e-coupons offering discounts on an evening showing.
The estimated cost of completing the development and bringing the
Company's system on-line is approximately $765,000. During that time period, the
Company estimates that it will require approximately $240,000 for marketing and
administrative costs.
The Company estimates that approximately 1,000 merchants and 30,000
customers will be needed before the Company will be profitable.
Depending on the availability of capital, the Company expects that the
first version of its system will be completed by March 1, 2010.
Between September 30 and November 4, 2009 the Company sold 216,000 Units
to private investors at a price of $0.75 per Unit. Each Unit consisted of one
share of the Company's common stock, one Series A Warrant and one Series B
Warrant. Each Series A Warrant entitles the holder to purchase one share of the
Company's common stock at a price of $1.00 per share. Each Series B Warrant
entitles the holder to purchase one share of the Company's common stock at a
price of $1.25 per share. The Series A and B Warrants expire on September 30,
2014.
The Company is in the development stage and has not generated any revenue.
The Company needs additional capital to complete the development of its system
and to fund its operating losses. The Company will attempt to raise capital
through the private sale of its common stock or other securities.
12
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 September 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 September 30,
2009, that materially affected, or are reasonably likely to materially affect,
its internal control over financial reporting.
PART II
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
On August 3, 2009, Jeffrey Collins, sold 4,500,000 shares of the Company's
common stock to Isaac Roberts for nominal consideration.
On August 3, 2009, in connection with the Company's acquisition of 4gDeals,
the Company issued:
o 11,795,925 shares of its common stock to Isaac Roberts for 81,500
shares of the common stock of 4gDeals;
o 3,499,125 shares of its common stock to Ravikumar Nandagopalan for
17,500 shares of the common stock of 4gDeals;
o 199,950 shares of its common stock to Christopher Killen for 1,000
shares of the common stock of 4gDeals.
The Company relied upon the exemption provided by Section 4(2) of the
Securities Act of 1933 with respect to the sales above. The persons who acquired
the shares were sophisticated investors and were provided full information
regarding the Company. There was no general solicitation in connection with the
offer or sale of the shares. The persons who acquired the shares acquired them
for their own accounts. The certificates representing shares of common stock and
will bear a restricted legend providing that they cannot be sold except pursuant
13
to an effective registration statement or an exemption from registration.
Item 5. Other Information
As explained in Part I, Item 2 of this report, on August 3, 2009 the
Company acquired 4gDeals in exchange for 15,495,000 shares of its common stock.
As a result of the acquisition of 4gDeals, the Company is no longer a shell
corporation.
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.
14
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 10, 2009 By: /s/ Isaac Roberts
-------------------------------------
Isaac Roberts, President and Principal
Executive, Financial and Accounting
Officer