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EX-31.1 - CERTIFICATION - Digital Development Partners, Inc.dgdm_ex311.htm
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EX-32 - CERTIFICATION - Digital Development Partners, Inc.dgdm_ex32.htm


 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

þ Quarterly Report Pursuant To Section 13 or 15(d) of the Securities Exchange Act Of 1934

For the quarterly period ended September 30, 2013

o 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
(State or other jurisdiction of incorporation or organization)
98-0521119
 (I.R.S. Employer Identification No.)

17800 Castleton St., Suite 300
City of Industry, CA  91748
 (Address of principal executive offices, including Zip Code)


(626) 581-3335
(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 þ    No o
 
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  þ                       No   o

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                                     o                                    Accelerated filer                                             o
Non-accelerated filer                                       o                                    Smaller reporting company                           þ

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).     Yes o     No þ
 
State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 85,970,665 shares of common stock as of October 15, 2013.
 


 
 
 
 
 
Digital Development Partners, Inc.
 
Condensed Balance Sheets
 
as of
 
                   
         
September 30,
   
December 31,
 
         
2013
   
2012
 
ASSETS
                 
Current Assets
             
Cash       19,258       22,665  
                       
                       
  Total Assets         $ 19,258     $ 22,665  
                       
                       
LIABILITIES AND STOCKHOLDERS' DEFICIT
                 
Current Liabilities
                 
Accounts Payable
      66,489       62,122  
                       
Long Term Liabilities
                 
Loan Payable –Related party       400,000       340,000  
                       
Total Liabilities
      466,489       402,122  
                       
Stockholders' Deficit
                 
Common Stock, $0.001 par value; authorized 225,000,000 Shares, 85,970,665 issued and outstanding as at September 30, 2013 and December 31, 2012                  
              85,971       85,971  
Additional Paid-In Capital
      7,488,946       7,488,946  
Accumulated Deficit
      (8,022,148 )     (7,954,373 )
                         
Total Stockholders' Deficit
      (447,231 )     (379,456 )
                         
  Total Liabilities and Stockholders' Deficit     $ 19,258     $ 22,665  



The accompanying notes are an integral part of these condensed financial statements.
 
 
 
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Digital Development Partners, Inc.
 
Condensed Statements of Operations
 
               
                         
                         
   
For the
   
For the
 
   
Three Months Ended
   
Nine Months Ended
 
   
September 30,
   
September 30,
 
   
2013
   
2012
   
2013
   
2012
 
                         
Revenue
    -       -       -       -  
                                 
General and Administrative Expenses:
                               
Professional Fees
    3,366       7,398       17,851       12,710  
Other Administrative Expenses
    11,889       12,811       36,366       35,364  
Total General and
                               
  Administrative Expenses
    15,255       20,209       54,217       48,074  
                                 
Net Loss from Operations
    (15,255 )     (20,209 )     (54,217 )     (48,074 )
                                 
Other Income and Expense
                               
Interest Income
    1       1       2       5  
Interest Expense
    (4,753 )     (3,885 )     (13,561 )     (11,263 )
      (4,752 )     (3,884 )     13,559 )     11,258 )
                                 
Net Loss
    (20,007 )     (24,093 )     (67,776 )     (59,332 )
                                 
Loss Per Common Share:
                               
Basic and Diluted
  $ (0.00 )   $ (0.00 )   $ (0.00 )   $ (0.00 )
                                 
Weighted Average Shares Outstanding,
                 
Basic and Diluted:
    85,970,665       85,970,665       85,970,665       85,970,665  

The accompanying notes are an integral part of these condensed financial statements.
 
 
 
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DIGITAL DEVELOPMENT PARTNERS, INC.
 
Condensed Statements of Cash Flows
 
   
             
             
   
For the
 
   
Nine Months Ended
 
   
September 30,
 
   
2013
   
2012
 
 Cash flows from operating activities:
           
 Net loss
  $ (67,776 )   $ (59,332 )
 Adjustments to reconcile net loss to
               
 net cash used by operating activities:
               
 Change in operating assets and liabilities:
               
 Accounts payable, accrued liabilities
    4,369       5,277  
 Net cash provided (used) by operating  activities
    (63,407 )     (54,055 )
                 
 Cash flows from financing activities:
               
 Loans
    60,000       20,000  
 Net cash provided (used) by financing activities
    60,000       20,000  
                 
 Net increase (decrease) in cash
    (3,407 )     (34,055 )
                 
 Cash, beginning of the period
    22,665       49,831  
                 
 Cash, end of the period
  $ 19,258     $ 15,776  
                 
                 
 Supplemental cash flow disclosure:
               
 Interest paid
  $ -     $ -  
 Taxes paid
  $ -     $ -  

 

 
The accompanying notes are an integral part of these condensed financial statements.
 
 
 
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DIGITAL DEVELOPMENT PARTNERS INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2013
(Unaudited)

1.           Basis of Presentation and Nature of Operations

These unaudited interim condensed financial statements as of and for the nine months ended September 30, 2013 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, in accordance with the accounting principles generally accepted in the United States of America. All adjustments are of a normal recurring nature.

These unaudited interim condensed financial statements should be read in conjunction with the Company’s financial statements and notes thereto included in the Company’s fiscal year end December 31, 2012 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, 2013 are not necessarily indicative of results for the entire year ending December 31, 2013.

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 Company’s name was changed to Digital Development Partners, Inc.

Current Business of the Corporation

In January, 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.

In a move to further the Company’s plans to market an on-line coupon system to merchants, the Company gained control of two private companies in 2009 involved in related enterprises; 4gDeals Inc. (later Yu Deal Inc.), and Top Floor Studio. These companies began to work together on the project.
 
 
 
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A reassessment of the Company’s direction resulted in a reorganization plan on February 17, 2010 which included:
 
1.  
Acquisition of a new line of technology through the acquisition of the worldwide distribution and servicing rights to a cell phone enterprise based in Hong Kong;
 
2.  
Change in management;
 
3.  
Sale of the Company’s option on Top Floor Studio;
 
4.  
Distribution of the Company’s shares in YuDeal, Inc. to the stockholders.

Pursuant to the plan, the Company’s interests in Top Floor Studio and YuDeal Inc. were disposed of in February, 2010.  The Company’s option on Top Floor was sold to YuDeal, Inc. for YuDeal common stock, which in turn was traded for 20,095,000 shares of Company stock.  These shares were returned to Treasury and cancelled.  A residual of YuDeal stock was distributed to Company stockholders in March and April, 2010.

In conjunction with the reorganization the management team of the Company resigned. The Company’s president, Isaac Roberts, was replaced by Jack Jie Quin, president of EFT Holdings Inc. f/k/a EFT Biotech Holdings, Inc. (“EFT”).

On February 17, 2010 an agreement was signed with the cell phone company, EFT, which trades on the OTC Pink Sheets under the ticker symbol “EFTB”, and markets its “EFT-Phone” through direct marketing in China from Hong Kong.  EFT’s distribution and servicing rights were acquired by the Company in the agreement through the exchange of 79,265,000 shares of the Company’s common stock.
  
EFT thereby became the majority stockholder of Digital Development Partners Inc.  EFT placed orders for the EFT-Phone for its Chinese market through the fiscal year ended March, 2012.  There have been no new orders in the current fiscal year.  EFT has advised the company that due to a significant drop in demand for the EFT phone, no new orders will be placed and until sales increase.  The Company is investigating other sources of revenue.

2.    Summary of Significant Accounting Policies

Use of Estimates

The preparation of condensed 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 condensed 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, reliability of long-lived assets and deferred taxes.

Cash and equivalents

Cash and equivalents include investments with initial maturities of three months or less. The Company had no cash equivalents as of September 30, 2013 or December 31, 2012.
 
 
 
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Fair Value of Financial Instruments

The Financial Accounting Standards Board issued ASC No. 820, “Fair Value Measurements and Disclosures.” ASC No. 820 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, 2013 approximate their respective fair values because of the short-term nature of these instruments.  Such instruments consist of cash, accounts payable and accrued expenses. 

Income Taxes

The Company utilizes FASB ACS 740, “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.  A valuation allowance is recorded when it is “more likely-than-not” that a deferred tax asset will not be realized.

The Company generated a deferred tax credit through net operating loss carry-forward.  However, a valuation allowance of 100% has been established.

Interest and penalties on tax deficiencies recognized in accordance with ACS accounting standards are classified as income taxes in accordance with ASC Topic 740-10-50-19.

Recent Accounting Pronouncements


In February 2013, the FASB issued ASU No. 2013-02, Reporting of Amounts Reclassified out of Accumulated Other Comprehensive (ASU 2013-02). This guidance is the culmination of the FASB’s deliberation on reporting reclassification adjustments from accumulated other comprehensive income (AOCI). The amendments in ASU 2013-02 do not change the current requirements for reporting net income or other comprehensive income. However, the amendments require disclosure of amounts reclassified out of AOCI in its entirety, by component, on the face of the statement of operations or in the notes thereto. Amounts that are not required to be reclassified in their entirety to net income must be cross-referenced to other disclosures that provide additional detail. This standard is effective prospectively for annual and interim reporting periods beginning after December 15, 2012. The Company is evaluating the effect, if any; the adoption of ASU 2013-02 will have on its condensed financial statements.

In April 2013, the FASB issued ASU No. 2013-07, “Presentation of Financial Statements” (Topic 205): Liquidation Basis of Accounting. The objective of ASU No. 2013-07 is to clarify when an entity should apply the liquidation basis of accounting and to provide principles for the measurement of assets and liabilities under the liquidation basis of accounting, as well as any required disclosures. The amendments in this standard are effective prospectively for entities that determine liquidation is imminent during annual reporting periods beginning after December 15, 2013, and interim reporting periods therein. We are evaluating the effect, if any, adoption of ASU No. 2013-07 will have on our condensed financial statements.  

The Company has reviewed issued accounting pronouncements and plans to adopt those that are applicable to it.  The Company does not expect the adoption of any other pronouncements to have an impact on its results of operations or financial position.
 
 
 
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Basic and Diluted Net Loss per Share

Net loss per share is calculated in accordance with ASC 260, 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 dilutive 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, 2013 the Company had potentially dilutive securities in outstanding warrants.  Since the Company is in a loss position the warrants are anti-dilutive and not considered in the calculation.
 
3.    Related Party Transactions
 
   
September 30,
2013
   
December 31,
2012
 
Loan Payable – EFT
  $ 400,000     $ 340,000  

 
A promissory note for $500,000 was issued May 13, 2010 to EFT   A series of advances was received from EFT during the fiscal year ended December 31, 2011 totaling $300,000. The note bears annual interest of 5%, requires no monthly payments, and matured November 13, 2010. The note was extended indefinitely. The note was paid down to $300,000 in January, 2011. A further $40,000 was advanced during 2012, increasing the loan balance to 340,000 as of December 31, 2012.  During the nine months ended September 30, 2013, an additional $60,000 was advanced, increasing the loan balance to $400,000 at September 30, 2013.

4.    Income Taxes

No provision was made for federal income tax, since the Company had an operating loss. The Company has accumulated net operating loss carry-forwards of approximately $8,800,000, which may be used to reduce taxable income through the year 2025, unless utilized beforehand. The net operating losses generated a deferred tax credit of $2,639,700, however a 100% valuation allowance has been recorded since it is more likely than not that some or all of the deferred tax credit will not be realized.

5.   Capital Stock

No stock was issued in the nine months ended September 30, 2013.

As at September 30, 2013, the Company was authorized to issue 225,000,000 common shares, of which 85,970,665 shares were issued and outstanding.
 
 
 
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Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operation
 
The Company was incorporated in December 2006.

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.

Between November 2008 and August 2009 the Company was inactive.

On August 3, 2009, the Company acquired all of the outstanding shares of 4gDeals for 15,495,000 shares of the Company’s common stock.

On December 18, 2009, 4gDeal’s articles of incorporation were amended to change the name of 4gDeals to YuDeal.

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:

  
involved the distribution of its shares in YuDeal to the Company’s shareholders; and
 
  
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 Biotec Holdings, Inc., now named EFT 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.
  
EFT markets its products through a direct sales organization.  Once a customer of EFT’s makes a minimum purchase of $600 (plus $60 for shipping and handling fees), the customer becomes an “affiliate”.

The EFT-Phone is a cell phone which uses the Android Operating System.  The phone is manufactured by an unrelated third party.  The EFT-Phone has an application that allows EFT’s affiliate base to access all of their back office sites including their Funds Management Account where the affiliate is 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 has educational applications and PowerPoint presentation capability for 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.
 
 
 
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Results of Operations

The Company did not received any orders for the EFT phone during the year ended December 31, 2012 or the nine months ended September 30, 2013.   The Company has been advised by EFT that due to a significant drop in demand for the EFT phone, EFT has not placed any new orders with the Company.  It is the Company’s understanding that EFT has inventory previously purchased from the Company and until sales increase, EFT will not be placing any new orders from the Company.  The Company is very concerned regarding this news and is investigating other sources of revenue to mitigate the significant drop in revenue.

Other than the foregoing, the Company does not know of any trends, events or uncertainties that will have, or are reasonably expected to have, a material impact on sales, revenues, expenses or results of operations.

Liquidity and Capital Resources

The Company does not have any firm commitments from any person to provide the Company with any additional capital.

See Note 2 to the condensed financial statements included as part of this report for a description of the Company’s accounting policies and recent accounting pronouncements.

Item 4.  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, 2013, 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, 2013, that materially affected, or are reasonably likely to materially affect, its internal control over financial reporting.
 
 
 
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PART II

Item 6.  Exhibits

Exhibits

 
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 
Certification pursuant to Section 906 of the Sarbanes-Oxley Act.

 
 
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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 13, 2013
By:
/s/ Jack Jie Qin  
    Jack Jie Qin  
    Principal Executive Officer   
       
 
 
By:
/s/ William E. Sluss  
    William E. Sluss  
    Principal Financial and Accounting Officer  
       

 
 
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