SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (date of earliest event reported): February 18, 2010
DIGITAL DEVELOPMENT PARTNERS, INC.
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(Exact name of Registrant as specified in its charter)
Nevada 000-52828 98-0521119
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(State or other jurisdiction (Commission File No.) (IRS Employer
of incorporation) Identification No.)
17800 Castleton St., Suite 300
City of Industry, CA 91748
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(Address of principal executive offices, including Zip Code)
Registrant's telephone number, including area code: (626) 581-0388
58 1/2 North Lexington Avenue
Asheville, NC 28801
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(Former name or former address if changed since last report)
Item 1.01. Entry into a Material Definitive Agreement.
On August 3, 2009, the Company acquired all the outstanding shares of
4gDeals, Inc. for 15,495,000 shares of the Company's common stock. In connection
with the acquisition, Isaac Roberts was appointed the Company's President and a
director and Ravikumar Nandagopalan was appointed the Company's Secretary,
Treasurer and a director.
On December 18, 2009 James McMahon was appointed the Company's Chief
Operating Officer and a director.
On December 18, 2009 4gDeal's articles of incorporation were amended to
change the name of 4gDeals to YuDeal, Inc.
YuDeal is developing a software based network which will allow
restaurants, merchants and service providers to send text messages to customers
advising the customer of discounts or other promotional offers. Through YuDeal's
network, the customer will be able to accept or counter the restaurant, merchant
or service provider's offer until the restaurant, merchant or service provider
agree on a new discount or promotional offer. The text message containing the
agreed upon discount or promotional offer will contain a code that will allow
the customer to obtain the discount or promotional offer. Establishments using
this network will be able to notify customers rapidly of discounts and
promotional offers and will avoid the time and cost of publishing the discount
or promotional offer in newspapers, or other traditional forms of media
including the internet.
In February 2010 the Company determined that its existing capital
structure would impair its ability to raise the capital required to further the
development of YuDeal's network. Accordingly, the Company adopted a
reorganization plan which:
o involved the distribution of its shares in YuDeal to the Company's
shareholders; and
o the acquisition of new line of technology which has the prospect of
being the core of a commercially viable business.
Consistent with its reorganization plan, on February 18, 2010 the
Company's directors approved an agreement between the Company and EFT Biotech
Holdings, Inc. ("EFT"), whereby EFT agreed to assign its worldwide distribution
and servicing rights to a product known as the "EFT-Phone" in exchange for
79,265,000 shares of the Company's common stock.
Aside from its "EFT-Phone", EFT distributes 25 nutritional products, 18
personal care products, an environmentally friendly automotive product, an
environmentally friendly house cleaner and a portable drinking container which
contains a filter to remove impurities.
EFT markets its products through a direct sales organization. Once a
customer of EFT's makes a minimum purchase of $300 (plus $30 for shipping and
handling fees), the customer becomes an "Affiliate". As of February 15, 2010,
EFT had approximately 980,000 Affiliates, a majority of which are located in
China and Hong Kong.
2
EFT's common stock trades on the OTC Pink Sheets under the ticker symbol
"EFTB."
The EFT-Phone consists of a cell phone which uses the Microsoft Operating
System. The phone will be manufactured by Noble Oriental Technology Co., Ltd.
The EFT-Phone has an application that will allow EFT's affiliate base to access
all of their back office sites including their Funds Management Account where
the affiliate will be able to deposit, withdraw and transfer money to another
EFT account or to another EFT Affiliate at no cost for the transfer. The
EFT-Phone will have educational applications and PowerPoint presentation
capability for recruiting and training new Affiliates anywhere in the world.
The worldwide distribution and servicing rights to the EFT-Phone include
the right to sell the EFT-Phone to EFT's affiliates and others. Servicing
includes the collection of service fees for all EFT-Phones worldwide, including
monthly fees, usage fees, as well as call forwarding, call waiting, text
messaging and video fees. The Company also acquired the rights to distribute all
EFT-Phone accessories.
In connection with the agreement between the Company and EFT:
o Isaac Roberts resigned as the Company's President and a director;
o Ravikumar Nandagopalan resigned as the Company's Secretary, Treasurer
and a director;
o James McMahon resigned as the Company's Chief Operating Officer and a
director; and
o Jack Jie Qin was appointed as the Company's sole director.
Mr. Qin (age 49) has been EFT BioTech Holding, Inc. President, Chief
Executive Officer and the Chairman of its Board of Directors since November
2007. Since 2002, Mr. Qin has been the President of EFT Inc. From July 1998 to
December 2002, Mr. Qin was the President of eFastTeam International, Inc.
located in Los Angeles, California. Between June 1992 and December 1997 Mr. Qin
was the President of LA Import & Export Company, also located in Los Angeles,
California. In May 1991, Mr. Qin earned an MBA degree from Emporia State
University. In May 1982, Mr. Qin graduated from Jiangxi Engineering Institute in
Nanchang, China with a major in Mechanical Engineering.
The compensation the Company plans to pay Mr. Qin and the time he plans to
devote to the Company's business has not yet been determined.
As part of its reorganization plan, the Company:
o assigned its option to purchase TopFloor Studios LLC to YuDeal in
exchange for 2,480,066 shares of YuDeal's common stock, and
o the following persons exchanged all of their shares of the Company's
common stock for shares of YuDeal's common stock:
3
Shares of Shares of YuDeal's
Company's common stock received
common stock in exchange for shares
exchanged for of the Company's
Name shares of YuDeal common stock
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Isaac Roberts 16,295,925 1,629,593
Ravikumar Nandagopalan 3,499,125 349,913
Christopher Killen 199,950 19,995
Ty Hallock 100,000 10,000
Following the transactions described above, the Company owned 670,565
shares of YuDeal. These 670,565 shares will be distributed to the Company's
shareholders, with the exception of EFT which will not participate in the
distribution, on the basis of one share of YuDeal for every ten outstanding
shares of the Company's common stock owned. YuDeal plans to sell shares of its
capital stock to fund its operations. Accordingly, the 670,565 shares of YuDeal
which will be distributed to the Company's shareholders are expected to
represent less than 10% of YuDeal's outstanding shares.
Item 2.01. Completion of Acquisition or Disposition of Assets.
See Item 1.01.
Item 3.02. Unregistered Sales of Equity Securities.
See Item 1.01.
The Company relied upon the exemption provided by Section 4(2) of the
Securities Act of 1933 with respect to the issuance of the securities described
in Item 1.01. EFT was a sophisticated investor and was provided full information
regarding the Company. There was no general solicitation in connection with the
issuance of the Company's common stock to EFT. EFT acquired the Company's shares
for its own account. The certificate representing shares of common stock to be
issued to EFT will bear a restricted legend providing that the shares cannot be
sold except pursuant to an effective registration statement or an exemption from
registration.
Item 5.01. Changes in Control of Registrant.
See Item 1.01.
Item 5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
See Item 1.01.
4
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 hereunto duly authorized.
Date: February 23, 2010
DIGITAL DEVELOPMENT PARTNERS, INC.
By: /s/ Jack Jie Qin
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Jack Jie Qin, President