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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, 2013

or

[   ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______ to ______

Commission File Number: 000-27195

DLD GROUP, INC.
(Exact name of registrant as specified in its charter)

NEVADA 98-0117139
(State or other jurisdiction of (I.R.S. Employee Identification No.)
incorporation or organization)  

25 Fordham Drive
Buffalo, New York 14216
(Address of principal executive offices) (Zip Code)

(716) 868-6789
(Registrants telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes [X] No [   ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company filer. See definition of “accelerated filer” and “large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer [   ] Accelerated filer [   ]
Non-accelerated filer [   ] Smaller reporting company [X]
(Do not check if a smaller reporting company)  

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes [X] No [   ]

The registrant had 100,138,016 shares of common stock, par value $0.001, outstanding as of November 5, 2013.


DLD GROUP, INC.

QUARTERLY REPORT ON FORM 10-Q
September 30, 2013

TABLE OF CONTENTS

  PART I— FINANCIAL INFORMATION  
Item 1. Financial Statements 4
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 5
Item 3. Quantitative and Qualitative Disclosures About Market Risk 6
Item 4. Controls and Procedures 6
     
  PART II— OTHER INFORMATION  
Item 1. Legal Proceedings 7
Item 1A. Risk Factors 7
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 7
Item 3. Defaults Upon Senior Securities 7
Item 4. Mine Safety Disclosures 7
Item 5. Other Information 7
Item 6. Exhibits 7
     
  SIGNATURES  


CAUTIONARY STATEMENT ON FORWARD-LOOKING INFORMATION

This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements discuss matters that are not historical facts. Because they discuss future events or conditions, forward-looking statements may include words such as “anticipate,” “believe,” “estimate,” “intend,” “could,” “should,” “would,” “may,” “seek,” “plan,” “might,” “will,” “expect,” “anticipate,” “predict,” “project,” “forecast,” “potential,” “continue” negatives thereof or similar expressions. Forward-looking statements speak only as of the date they are made, are based on various underlying assumptions and current expectations about the future and are not guarantees. Such statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, level of activity, performance or achievement to be materially different from the results of operations or plans expressed or implied by such forward-looking statements.

We cannot predict all of the risks and uncertainties. Accordingly, such information should not be regarded as representations that the results or conditions described in such statements or that our objectives and plans will be achieved and we do not assume any responsibility for the accuracy or completeness of any of these forward-looking statements. These forward-looking statements are found at various places throughout this Quarterly Report on Form 10-Q and include information concerning possible or assumed future results of our operations, including statements about potential acquisition or merger targets; business strategies; future cash flows; financing plans; plans and objectives of management; any other statements regarding future acquisitions, future cash needs, future operations, business plans and future financial results, and any other statements that are not historical facts.

These forward-looking statements represent our intentions, plans, expectations, assumptions and beliefs about future events and are subject to risks, uncertainties and other factors. Many of those factors are outside of our control and could cause actual results to differ materially from the results expressed or implied by those forward-looking statements. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements might not occur or might occur to a different extent or at a different time than we have described. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of the Quarterly Report on Form 10-Q. All subsequent written and oral forward-looking statements concerning other matters addressed in this Quarterly Report on Form 10-Q and attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this Quarterly Report on Form 10-Q.

Except to the extent required by law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, a change in events, conditions, circumstances or assumptions underlying such statements, or otherwise.

3


PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

 

 

DLD GROUP, INC.
(Formerly known as EWRX Internet Systems, Inc.)
(A Development Stage Company)

CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2013

 

 

4


DLD GROUP, INC.
(Formerly known as EWRX Internet Systems, Inc.)
(A Development Stage Company)

CONTENTS

CONDENSED BALANCE SHEETS AS OF SEPTEMBER 30, 2013 (UNAUDITED) AND AS OF DECEMBER 31, 2012 F-1
   
CONDENSED STATEMENTS OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2013 AND 2012 AND FOR THE PERIOD FROM JANUARY 1, 2002 (RE-ENTERING THE DEVELOPMENT STAGE) TO SEPTEMBER 30, 2013 (UNAUDITED) F-2
   
CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIENCY FOR THE PERIOD JANUARY 1, 2002 (RE-ENTERING THE DEVELOPMENT STAGE) TO SEPTEMBER 30, 2013 (UNAUDITED) F-3
   
CONDENSED STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2013 AND 2012 AND FOR THE PERIOD FROM JANUARY 1, 2002 (RE-ENTERING THE DEVELOPMENT STAGE) TO SEPTEMBER 30, 2013 (UNAUDITED) F-4
   
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED) F-5 - F-12


DLD GROUP, INC.
(Formerly known as EWRX Internet Systems, Inc.)
(A Development Stage Company)

Condensed Balance Sheets

    September 30     December 31  
    2013     2012  
    (Unaudited)        
  $   $  
ASSETS    
             
Current Assets            
Cash $  569   $  -  
Total Current Assets   569     -  
Furniture and equipment   2,780     3,458  
Total Assets $  3,349   $  3,458  
             
             
LIABILITIES AND STOCKHOLDERS' DEFICIENCY   
             
Current Liabilities            
Accounts payable and accrued liabilities $  8,291   $  6,667  
Total Liabilities   8,291     6,667  
             
Commitments and Contingencies   -     -  
Stockholders' Deficiency            
Preferred stock, $0.01 par value per share, 500,000 shares
authorized, none and none issued
and outstanding respectively
  -     -  
Common stock, $0.001 par value; 200,000,000 shares
authorized, 100,138,016 and 100,000,000 shares issued
and outstanding, as of September 30, 2013 and December 31, 2012
  100,138     100,000  
Additional paid - in capital   8,168,551     8,070,629  
Accumulated deficit   (8,496,144 )   (8,496,144 )
Earnings accumulated during the development stage   222,513     322,306  
Total Stockholders' Deficiency   (4,942 )   (3,209 )
Total Liabilities and Stockholders' Deficiency $  3,349   $  3,458  

(See accompanying notes to condensed unaudited financial statements)

F-1


DLD GROUP, INC.
(Formerly known as EWRX Internet Systems, Inc.)
(A Development Stage Company)

Condensed Statements of Operations
"Unaudited"

                          For the Period from  
                          January 1, 2002  
                          (Re-entering the  
                          Development  
    For the Three Months     For the Nine Months     Stage)  
    Ended September 30     Ended September 30     to September 30  
    2013     2012     2013     2012     2013  
Operating Expenses                              
                               
Depreciation $  226   $ 262   $  678   $  262   $  1,202  
In kind contribution - services   18,000     18,000     54,000     54,000     486,000  
Management fees   -     -     -     -     15,000  
Office and General   3,077     180     8,408     4,006     72,717  
Professional fees   5,369     5,249     29,433     17,940     310,884  
Salary and Wages   -     -     -     -     28,000  
Telephone   1,021     1,381     3,117     1,381     8,344  
Travel and entertainment   893     4,446     4,157     4,446     16,421  
Total Operating Expenses   28,586     29,518     99,793     82,035     938,568  
Net Loss from operations   (28,586 )   (29,518 )   (99,793 )   (82,035 )   (938,568 )
                               
Other (Expenses) Income                              
Foreign exchange (loss) gain   -     -     -     (52 )   (8,036 )
Interest expense   -       -     -     (1,375 )   (180,757 )
Forgiveness of debt   -     -     -     1,662     1,349,874  
                               
Total Other Income (Expenses)   -     -     -     235     1,161,081  
                               
Net (loss) income $   (28,586 ) $   (29,518 ) $  (99,793 ) $  (81,800 ) $  222,513  
Net income (loss) per Share - Basic and Diluted $  -   $  -   $  -   $  -      
                               
Weighted Average Number of Common
Stock
during the period - Basic and Diluted
  100,138,016     100,000,000     100,046,005     100,000,000      

(See accompanying notes to condensed unaudited financial statements)

F-2


DLD GROUP, INC.
(Formerly known as EWRX INTERNET SYSTEMS INC.)
(A Development Stage Company)

Condensed Statement of Changes in Stockholders' Deficiency
for the period (January 1, 2002) Re-entering the Development
Stage Through to September 30, 2013
"Unaudited"

                                  Earnings              
                                  Accumulated     Accumulated        
                      Additional           During the     Other     Total  
    Number of     Capital     Preferred     Paid-in     Accumulated     Development      Comprehensive     Stockholders'  
    Shares     Stock     Stock     Capital     Deficit     Stage     Loss     Deficiency  
                                                 
Balance, December 31, 2001   20,704,140   $  20,704 $     -   $  6,967,848   $  (8,496,144 ) $  -   $  -   $  (1,507,592 )
Stock issued on settlement of debt   1,276,227     1,276     -     197,872     -     -     -     199,148  
Stock issued on Flashback purchase   3,700,000     3,700     -     -     -     -     -     - 3,700  
Stock issued on                                             -  
 private placement   445,900     446     -     44,144     -     -     -     44,590  
Finance fee   -     -     -     (9,590 )   -     -     -     (9,590 )
Net loss   -     -     -     -     -     (71,799 )   -     (71,799 )
Balance, December 31, 2002   26,126,267     26,126     -     7,200,274     (8,496,144 )   (71,799 )   -     (1,341,543 )
Stock issued on settlement of debt   40,000,000     40,000     -     -     -     -     -     - 40,000  
Net loss   -     -     -     -     -     (19,342 )   -     (19,342 )
Balance, December 31, 2003   66,126,267     66,126     -     7,200,274     (8,496,144 )   (91,141 )   -     (1,320,885 )
Stock issued on                                             -  
 settlement of debt   33,873,733     33,874     -     (12,558 )   -     -     -     21,316  
Net income   -     -     -     -     -     1,030,812     -     1,030,812  
Balance, December 31, 2004   100,000,000     100,000     -     7,187,716     (8,496,144 )   939,671     -     (268,757 )
Net loss   -     -     -     -     -     (19,163 )   -     (19,163 )
Balance, December 31, 2005   100,000,000     100,000     -     7,187,716     (8,496,144 )   920,508     -     (287,920 )
Net income   -     -     -     -     -     62,506     -     62,506  
Balance, December 31, 2006   100,000,000     100,000     -     7,187,716     (8,496,144 )   983,014     -     (225,414 )
In kind contribution - interest   -     -     -     19,184     -     -     -     19,184  
In kind contribution - services   -     -     -     72,000     -     -     -     72,000  
Net loss   -     -     -     -     -     (112,224 )   -     (112,224 )
Balance, December 31, 2007   100,000,000     100,000     -     7,278,900     (8,496,144 )   870,790     -     (246,454 )
In kind contribution - interest   -     -     -     24,117     -     -     -     24,117  
In kind contribution - services   -     -     -     72,000     -     -     -     72,000  
Net loss   -     -     -     -     -     (131,538 )   -     (131,538 )
Balance, December 31, 2008   100,000,000     100,000     -     7,375,017     (8,496,144 )   739,252     -     (281,875 )
Net loss   -     -     -     -     -     (126,511 )   -     (126,511 )
Foreign currency translation adjustment   -     -     -     -     -     -     (893 )   (893 )
Total comprehensive loss                                             (127,404 )
In kind contribution - interest   -     -     -     29,244     -     -     -     29,244  
In kind contribution - services   -     -     -     72,000     -     -     -     72,000  
Balance, December 31, 2009   100,000,000     100,000     -     7,476,261     (8,496,144 )   612,741     (893 )   (308,035 )
Net loss                                 (119,861 )         (119,861 )
In kind contribution - interest   -     -     -     33,725     -     -     -     33,725  
In kind contribution - services   -     -     -     72,000     -     -     -     72,000  
Balance, December 31, 2010   100,000,000   $  100,000     -   $  7,581,986   $  (8,496,144 ) $  492,880   $  (893 ) $   (322,171 )
Net loss                                 (42,360 )         (42,360 )
In kind contribution - interest   -     -     -     37,215     -     -     -     37,215  
In kind contribution - services   -     -     -     72,000     -     -     -     72,000  
Forgiveness of debt officer   -     -     -     228,029     -     -     -     228,029  
Balance, December 31, 2011   100,000,000   $  100,000     -   $  7,919,230   $  (8,496,144 ) $  450,520   $  (893 ) $   (27,287 )
Net loss                                 (128,214 )         (128,214 )
In kind contribution - interest   -     -     -     906     -     -     -     906  
In kind contribution - services   -     -     -     72,000     -     -     -     72,000  
Forgiveness of debt officer   -     -     -     8,828     -     -     -     8,828  
Contributed capital by former officer   -     -     -     37,042     -     -     -     37,042  
Comprehensive income   -     -     -           -     -     893     893  
Contributed capital by director   -     -     -     32,623     -     -     -     32,623  
Balance, December 31, 2012   100,000,000   $  100,000     -   $  8,070,629   $  (8,496,144 ) $  322,306   $  -   $  (3,209 )
Net loss   -     -     -     -     -     (40,292 )   -     (40,292 )
In kind contribution - services   -     -     -     18,000     -     -     -     18,000  
Contributed capital by officer   -     -     -     1,000     -     -     -     1,000  
Contributed capital by director   -     -     -     17,671     -     -     -     17,671  
Balance, March 31, 2013   100,000,000   $  100,000     -   $  8,107,300   $  (8,496,144 ) $  282,014   $  -   $  (6,830 )
Net loss   -     -     -     -     -     (30,915 )   -     (30,915 )
In kind contribution - services   -     -     -     18,000     -     -     -     18,000  
Contributed capital by director   -     -     -     17,328     -     -     -     17,328  
Balance, June 30, 2013   100,000,000   $  100,000         $  8,142,628   $  (8,496,144 ) $  251,099   $  -   $  (2,417 )
Stock issued for DTC Discrepancy   138,016     138     -     (138 )   -     -     -     -  
Net loss   -     -     -     -     -     (28,586 )   -     (28,586 )
In kind contribution - services   -     -     -     18,000     -     -     -     18,000  
Contributed capital by director   -     -     -     8,061     -     -     -     8,061  
                                                 
Balance, September 30, 2013   100,138,016   $  100,138         $  8,168,551   $  (8,496,144 ) $  222,513   $  -   $  (4,942 )

(See accompanying notes to condensed unaudited financial statements)

F-3


DLD GROUP, INC.
(Formerly known as EWRX Internet Systems, Inc.)
(A Development Stage Company)

Condensed Statements of Cash Flows
"Unaudited"

                Period from  
                January 1, 2002  
                (Re-entering the  
                Development  
    For the Nine Months     Stage) to  
    Ended September 30     September 30  
    2013     2012     2013  
                   
Cash Flows from Operating Activities                  
       Net (loss) income $  (99,793 ) $  (81,800 ) $  222,513  
       Adjustments to reconcile net (loss) income                  
               to net cash used in operations                  
               Depreciation   678     262     1,202  
               Non-cash item - expenses recovered   -     -     (1,142,152 )
               Forgiveness of debt   -     -     (98,956 )
                   In kind contribution services   54,000     54,000     486,000  

                   Imputed interest on loans

  -     906     144,391  
       Changes in operating assets and liabilities                  
                   Increase/(Decrease) in accounts payable and accrued liabilities   1,624     (18,031 )   17,608  
Net Cash Used in Operating Activities   (43,491 )   (44,663 )   (369,394 )
                   
Cash Flows From Investing Activities                  
       Acquisition of capital assets   -     (3,982 )   (3,982 )
Net cash used in Investing Activities   -     (3,982 )   (3,982 )
Cash Flows from Financing Activities                  
       Settlement of debt by director   -     -     19,113  
       Proceeds from issuance of common stock   -     -     38,700  
       Loans from related parties   -     -     68,718  
       Repayment of loans from directors   -     -     (1,623 )
       Repayment of loans from related parties   -     -     (60,092 )
       Contributed capital   44,060     47,924     308,927  
Net Cash Provided by Financing Activities   44,060     47,924     373,743  
Effect of exchange rate changes on cash and                  
       cash equivalents   -     290     202  
Net increase (decrease) in cash   569     (431 )   569  
Cash, beginning of period/year   -     431     -  
Cash, end of period/year $  569   $  -   $  569  
                   

Supplemental Information:

                 

           Cash paid for interest

$  -   $  -   $  36,476  

           Cash paid for taxes

$  -   $  -   $  -  

(See accompanying notes to condensed unaudited financial statements)

F-4


DLD GROUP, INC.
(Formerly known as EWRX Internet Systems, Inc.)
(A Development Stage Company)

Notes to Condensed Financial Statements
September 30, 2013
"Unaudited"

1.

Summary of Significant Accounting Policies and Organization

     
(A)

Basis of Presentation and Organization

     

EWRX Internet Systems, Inc. (the Company) was incorporated on June 25, 1997 in the State of Nevada. The Company re-entered the development stage on January 1, 2002. The company intends to be in the business of development and marketing of computer software.

     

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in The United States of America and the rules and regulations of the Securities and Exchange Commission for interim financial information. Accordingly, they do not include all of the information necessary for a comprehensive presentation of financial position and results of operations. The interim results for the period ended September 30, 2013 are not necessarily indicative of results for the full year. It is management's opinion, however that all material adjustments (consisting of normal recurring adjustments) have been made which are necessary for a fair financial statements presentation.

     

Activities since re-entering the development stage have been comprised mainly of administrative matters.

     
(B)

Furniture and Equipment

     

Furniture and equipment assets are stated at cost. Depreciation is provided on the declining balance method as follow:


Furniture 20%
Computer 30%

  (C)

Cash and Cash Equivalents

     
 

For purposes of the cash flow statements, the Company considers all highly liquid investments with original maturities of three months or less at the time of purchase to be cash equivalents.

F-5


DLD GROUP, INC.
(Formerly known as EWRX Internet Systems, Inc.)
(A Development Stage Company)

Notes to Condensed Financial Statements
September 30, 2013
"Unaudited"

1.

Summary of Significant Accounting Policies and Organization (continued)

     
(D)

Use of Estimates

     

In preparing financial statements in conformity with generally accepted accounting principles, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenue and expenses during the reported period. Significant estimates include the valuation of deferred taxes and the valuation of in kind contribution of services and interest. Actual results could differ from those estimates.

     
(E)

Revenue Recognition

     

Revenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed or determinable and collectability is assured. The company had no revenue for the periods ended September 30, 2013 and 2012.

     
(F)

Fair Value of Financial Instruments

     

The carrying amounts of the Company's financial instruments including accounts payable and accrued liabilities approximate their fair value due to the relatively short period to maturity for these instruments.

     
(G)

Income/(Loss) Per Share

     

Basic and diluted net loss per common share is computed based upon the weighted average common shares outstanding as defined by FASB Accounting Standards Codification Topic 260, Earnings per Share. As of September 30, 2013 and 2012, respectively, there were no common share equivalents outstanding.

     
(H)

Income Taxes

     

The Company accounts for income taxes under the FASB Accounting Standards Codification Topic 740, Income taxes. Under Topic 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to 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. Under FASB Accounting Standards Codification Topic 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Internal Revenue Code Section 382 ("Section 382") imposes limitations on the availability of a company's net operating losses after certain ownership changes occur. The Section 382 limitation is based upon certain conclusions pertaining to the dates of ownership changes and the value of the Company on the dates of the ownership changes. It was determined that an ownership change occurred in July 2012. The amount of the Company's net operating losses incurred prior to the ownership change is limited based on the value of the Company on the date of the

F-6


DLD GROUP, INC.
(Formerly known as EWRX Internet Systems, Inc.)
(A Development Stage Company)

Notes to Condensed Financial Statements
September 30, 2013
"Unaudited"

1.

Summary of Significant Accounting Policies and Organization (continued)

     
(H)

Income Taxes (continued) ownership change. Management has not determined the amount of net operating losses generated prior to the ownership change available to offset taxable income subsequent to the ownership change.

     
(I)

Business Segments

     

The Company operates in one segment and therefore segment information is not presented.

     
(J)

Recent Accounting Pronouncements

     

Recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the AICPA, and the SEC, did not, or are not believed by the management to have a material impact on the Company's present or future financial statements.

     
2.

Going Concern

     

As reflected in the accompanying unaudited financial statements, the Company is in the development stage with no operations, a net loss of $99,793 for the nine months ended September 30, 2013, a stockholder's deficiency of $4,942 and a working capital deficiency of $7,722 as of September 30, 2013, and cash used in operations from re-entering the development stage of $364,394. This raises substantial doubt about its ability to continue as a going concern. The ability of the Company to continue as a going concern has been, and remains, dependent on advances from its stockholders and the Company's ability to raise additional capital. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

     
3.

Furniture and Equipment


                  September 30     December 31  
                  2013     2012  
            Accumulated     Net Cost     Net Cost  
      Cost     Depreciation     Value     Value  
    $   $   $   $  
  Furniture   1,476     347     1,129     1,328  
  Computer   2,506     855     1,651     2,130  
      3,982     1,202     2,780     3,458  

Depreciation expense for the nine months ended September 30, 2013, 2012, and for the period from January 1, 2002 (re-entering the development stage) to September 30, 2013 was $678, $262 and $1,202, respectively.

F-7


DLD GROUP, INC.
(Formerly known as EWRX Internet Systems, Inc.)
(A Development Stage Company)

Notes to Condensed Financial Statements
September 30, 2013
"Unaudited"

4.

Related Party Transactions

   

As of December 31, 2012, Navitex Technology, Inc., a company which is controlled by one of the former stockholders of the Company forgave $8,828 of loan. This amount was recorded as additional paid in capital in 2012. (See Note 5(d)). These loans have no fixed terms of repayment, are unsecured, and bear no interest. During the year ended December 31, 2012 and 2011, the Company imputed interest on these loans of $906 and $651, respectively.

   

On the above transaction, the Company imputed interest at a rate of 16.67% which is comparable to past borrowings.

   

On June 30, 2012 the former officer and director forgave $6,726 of advances. The total forgiveness of debt was recorded as additional paid in capital in 2012. (See Note 5(d))

   

On July 26, 2012, the former officer and director paid off $31,209 of liabilities. The amount paid off was recorded as additional paid in capital in 2012. (See Note 5(d))

   

During the year ended December 31, 2012, the director paid $32,623 of expenses on behalf of the Company. The amount paid was recorded as additional paid in capital in 2012. (See Note 5(d))

   

During the three months ended March 31, 2013, a related party paid $17,671 of expenses on behalf of the Company. The amount paid was recorded as additional paid in capital in 2013. (See Note 5(d))

   

During the three months ended March 31, 2013, the President contributed $1,000 of cash to the Company. The amount contributed was recorded as additional paid in capital in 2013. (See Note 5(d))

   

During the three months ended June 30, 2013, a related party paid $17,328 of expenses on behalf of the Company. The amount paid was recorded as additional paid in capital in 2013. (See Note 5(d))

   

During the three months ended September 30, 2013, a related party paid $8,061 of expenses on behalf of the Company. The amount paid was recorded as additional paid in capital in 2013. (See Note 5(d))

F-8


DLD GROUP, INC.
(Formerly known as EWRX Internet Systems, Inc.)
(A Development Stage Company)

Notes to Condensed Financial Statements
September 30, 2013
"Unaudited"

5.

Stockholders' Deficiency

     
(A)

Common Stock Issued for Purchase of Software

     

During 2002, the Company issued 3,700,000 shares of common stock in association with the purchase of computer software. In association with the purchase of the software, the Company has agreed to pay the seller a royalty fee of 7% of gross sales. As of September 30, 2013, the Company has not made any sales of the software that would result in the payment of a royalty fee.

     
(B)

Common Stock Issued for Debt

     

During 2002, the Company issued 1,276,227 shares of common stock in order to settle debt amounting to $199,148. ($0.1560 per share)

     

During 2003, the Company issued 40,000,000 shares of common stock in order to settle debt amounting to $40,000. ($0.0010 per share)

     

During 2004, the Company issued 33,873,733 shares of common stock in order to settle debt amounting to $21,316. ($0.0006 per share)

     
(C)

Common Stock Issued for Cash

     

During 2002, the company issued 445,900 shares of common stock for $44,590 in conjunction with a private placement offer less a finance fee of $9,590 for a net cash value of $35,000. ($0.0785 per share)

     
(D)

In-kind Contribution

     

During 2007, the Company recorded additional paid-in capital of $72,000 for the fair value of services provided to the Company by its president.

     

During 2007, the Company recorded additional paid-in capital of $19,184 for the imputed interest on loans.

     

During 2008, the Company recorded additional paid-in capital of $72,000 for the fair value of services provided to the Company by its president.

     

During 2008, the Company recorded additional paid-in capital of $24,117 for the imputed interest on loans.

     

During 2009, the Company recorded additional paid-in capital of $72,000 for the fair value of services provided to the Company by its president.

     

During 2009, the Company recorded additional paid-in capital of $29,244 for the imputed interest on loans from related party. (see Note 4)

F-9


DLD GROUP, INC.
(Formerly known as EWRX Internet Systems, Inc.)
(A Development Stage Company)

Notes to Condensed Financial Statements
September 30, 2013
"Unaudited"

5.

Stockholders' Deficiency (continued)

     
(D)

In-kind Contribution (continued)

     

During 2010, the Company recorded additional paid-in capital of $72,000 for the fair value of services provided to the Company by its president.

     

During 2010, the Company recorded additional paid-in capital of $33,725 for the imputed interest on loans from related parties. (see Note 4)

     

During 2011, the Company recorded additional paid-in capital of $72,000 for fair value of services provided by the Company by its president.

     

During 2011, the Company recorded additional paid-in capital of $37,215 for the imputed interest on loans from related parties. (see Note 4)

     

In December 2011, the officer and director forgave $228,029 of advances. The total forgiveness of debt was recorded as additional paid in capital in 2011.

     

During 2012, the Company recorded additional paid-in capital of $72,000 for the fair value of services provided to the Company by its president.

     

During 2012, the Company recorded additional paid-in capital of $906 for the imputed interest on the advances from a director and note payable - related party.

     

On June 30, 2012, the former officer and director forgave $6,726 of advances. The total forgiveness of debt was recorded as additional paid in capital in 2012. (See Note 4)

     

On July 26, 2012, the former officer and director paid off $31,209 of liabilities. The amount paid off was recorded as additional paid in capital in 2012. (See Note 4)

     

During 2012, the director paid $32,623 of expenses on behalf of the Company. The amount paid was recorded as additional paid in capital in 2012. (See Note 4)

     

During the three months ended March 31, 2013, a related party paid $17,671 of expenses on behalf of the Company. The amount paid was recorded as additional paid in capital in 2013. (See Note 4)

     

During the three months ended March 31, 2013, the President contributed $1,000 of cash to the Company. The amount contributed was recorded as additional paid in capital in 2013. (See Note 4)

F-10


DLD GROUP, INC.
(Formerly known as EWRX Internet Systems, Inc.)
(A Development Stage Company)

Notes to Condensed Financial Statements
September 30, 2013
"Unaudited"

5.

Stockholders' Deficiency (continued)

     
(D)

In-kind Contribution (continued)

     

During 2013, the Company recorded additional paid-in capital of $54,000 for the fair value of services provided to the Company by its officer.

     

During the three months ended June 30, 2013, a related party paid $17,328 of expenses on behalf of the Company. The amount paid was recorded as additional paid in capital in 2013. (See Note 4)

     

During the three months ended September 30, 2013, a related party paid $8,061 of expenses on behalf of the Company. The amount paid was recorded as additional paid in capital in 2013. (See Note 4)

     
(E)

Amendment to Articles of Incorporation

     

During 1999, the Company amended its Articles of Incorporation to change the name of the corporation and provide for an increase in its authorized share capital. The name of the Company was changed from Europa Resources, Inc. to EWRX Internet Systems, Inc. The authorized capital stock increased to 100,000,000 common shares at a par value of $0.001 per share.

     

During 2009, the Company amended its Articles of Incorporation to increase the authorized capital stock to 200,000,000 common shares at a par value of $0.001 per share.

During 2013, the Company issued 138,016 common shares to the Depository Trust Company due to a discrepancy as to how many shares were deposited with the Depository Trust Company. The dispute arose from the reconciliation of the company’s ledger pursuant to the unauthorized issuance of shares by the former management of The Company in April 2006. The 138,016 shares were issued to reconcile the books and records of the Deposit Trust Company. The transaction was recorded at par value with a corresponding debit to additional paid in capital since it was treated as a capital transaction.

     
6.

Forgiveness Debt

     

The Company has certain accounts payables which have been outstanding since 2005 when the Company became dormant. The company policy has been to write off these debts as they become unenforceable, generally after the six year statute of limitations has been reached.

     

During 2011, the company has written off $97,294 in accounts payable and recorded it as forgiveness of debt in other expenses.

     

On June 30, 2012, the company has written off $1,662 in accounts payable and recorded them as Forgiveness of Debt in other expenses.

F-11


DLD GROUP, INC.
(Formerly known as EWRX Internet Systems, Inc.)
(A Development Stage Company)

Notes to Condensed Financial Statements
September 30, 2013
"Unaudited"

7.

Subsequent Event

   

Subsequent to September 30, 2013, a related party paid expenses amounted to $3,789 on behalf of the Company.

F-12


Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion provides information which management believes is relevant to an assessment and understanding of our results of operations and financial condition. The discussion should be read along with our financial statements and notes thereto contained elsewhere in this Quarterly Report on Form 10-Q. The following discussion and analysis contains forward-looking statements, which involve risks and uncertainties. Our actual results may differ significantly from the results, expectations and plans discussed in these forward-looking statements.

Overview

The Company engaged in limited operations of software development. The Company has ceased such operations and has had no operations or business.

The current management, appointed upon the consummation of a change of control occurred in July 2012, is presently working to acquire a company that focuses on exporting products made in the United States to China via an online shopping service platform. As of the date of this filing, the acquisition of this Company has not been completed.

The Company does not currently engage in any business activity that provides cash flow. During the next twelve months we anticipate incurring costs related to:

(i) filing Exchange Act reports; and
(ii) consummating an acquisition.

We have historically financed our operations through funds advanced from related parties. Prior to the anticipated acquisition, we plan to continue to rely upon the issuance of common stock and loans from related parties to fund administrative expenses. However, no related parties are contractually obligated to provide such funding. There is no assurance that additional funding will be available to us.

We presently have no employees apart from our management. We expect no significant changes in the number of our employees other than such changes, if any, incident to a business combination.

Results of Operations

We have not had any revenue since we reentered into the development stage on January 1, 2002. For the three months ended September 30, 2013 and 2012 we incurred a net loss of $28,586 and $29,518, respectively. Expenses for these periods were comprised of costs mainly associated with legal, accounting and office expense.

As reflected in the accompanying unaudited financial statements, the Company has a stockholder's deficiency of $4,942 and a working capital deficiency of $7,722 as of September 30, 2013, and cash used in operations from reentering the development stage of $369,394. This raises substantial doubt about its ability to continue as a going concern. The ability of the Company to continue as a going concern has been, and remains, dependent on advances from related parties and the Company's ability to raise additional capital. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

Liquidity and Capital Resources

As of September 30, 2013, we had $569 of cash on hand. We anticipate that our current cash will not be insufficient to satisfy our liquidity requirements for the next 12 months.

5


The Company requires additional funding to meet its ongoing obligations and to fund anticipated operating losses. Prior to the anticipated acquisition, we plan to continue to rely upon the issuance of common stock and loans from related parties to fund administrative expenses. However, no related parties are contractually obligated to provide such funding. There is no assurance that additional funding will be available to us.

Critical Accounting Policies

The Company's financial statements and related public financial information are based on the application of accounting principles generally accepted in the United States ("GAAP"). GAAP requires the use of estimates; assumptions, judgments and subjective interpretations of accounting principles that have an impact on the assets, liabilities, revenue and expense amounts reported. These estimates can also affect supplemental information contained in our external disclosures including information regarding contingencies, risk and financial condition. We believe our use of estimates and underlying accounting assumptions adhere to GAAP and are consistently and conservatively applied. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or conditions. We continue to monitor significant estimates made during the preparation of our financial statements.

While all these significant accounting policies impact our financial condition and results of operations, we view certain of these policies as critical. Policies determined to be critical are those policies that have the most significant impact on our condensed financial statements and require management to use a greater degree of judgment and estimates. Actual results may differ from those estimates. Management believes that given current facts and circumstances, it is unlikely that applying any other reasonable judgments or estimate methodologies would cause effect on our results of operations, financial position or liquidity for the periods presented in this report.

Recent Accounting Pronouncements

Recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the AICPA, and the SEC, did not, or are not believed by the management to have a material impact on the Company's present or future financial statements.

Off-Balance Sheet Arrangements

As of September 30, 2013, we did not have any off-balance sheet arrangements.

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

Smaller reporting companies are not required to provide the information required by this item.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”), the Company carried out an evaluation, with the participation of the Company's management, including the Company's Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”),of the effectiveness of the Company's disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, the Company's CEO and CFO concluded that the Company's disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to the Company's management, including the Company's CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.

6


Changes in Internal Controls

No changes were made to our internal control over financial reporting during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

We are currently not involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.

Item 1A. Risk Factors.

Smaller reporting companies are not required to provide the information required by this item.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

During 2013, the Company issued 138,016 common shares to the Depository Trust Company due to a discrepancy as to how many shares were deposited with the Depository Trust Company. The dispute arose from the reconciliation of the company’s ledger pursuant to the unauthorized issuance of shares in April 2006. The 138,016 shares were issued to reconcile the books and records of the Deposit Trust Company.

Item 6. Exhibits

31.1 Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of Sarbanes Oxley Act of 2002
32.1+ Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of Sarbanes Oxley Act of 2002
101.INS* XBRL Instance Document
101.SCH* XBRL Taxonomy Schedule
101.CAL* XBRL Taxonomy Calculation Linkbase
101.DEF* XBRL Taxonomy Definition Linkbase
101.LAB* XBRL Taxonomy Label Linkbase
101.PRE* XBRL Taxonomy Presentation Linkbase

+In accordance with SEC Release 33-8238, Exhibit 32.1 is being furnished and not filed.
* Furnished herewith. XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

7


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.

  DLD GROUP, INC.
   
Date: November 7, 2013 By: /s/ Keren Zhao
  Keren Zhao
  Chief Executive Officer
  (Duly Authorized Officer, Principal Executive Officer
  and interim Principal Accounting Officer)