UNITED STATES

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): June 23, 2014

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THE DIGITAL DEVELOPMENT GROUP CORP.

 (Exact name of registrant as specified in its charter)

6630 West Sunset Blvd.

Los Angeles, CA 90028

(Address of principal executive offices)

(800) 783-3128

 (Registrant’s telephone number)

__________________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This document contains forward-looking statements, which reflect our views with respect to future events and financial performance.  These forward-looking statements are subject to certain uncertainties and other factors that could cause actual results to differ materially from such statements.  These forward-looking statements are identified by, among other things, the words "anticipates", "believes", "estimates", "expects", "plans", "projects", "targets" “objective” and similar expressions.  Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date the statement was made.  Except to the extent required by applicable securities laws, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.  Important factors that may cause actual results to differ from those projected include the risk factors specified in our other filings with the Securities and Exchange Commission.  

Item 3.02

Unregistered Sales of Equity Securities

On June 23, 2014, The Digital Development Group Corp. (the “Company”) agreed to issue 14,795,000 shares of Company common stock to Martin Greenwald, the Company’s Chief Executive Officer and a director, in exchange for the cancellation of $408,318.88 in debt owed by the Company to Mr. Greenwald for accrued and unpaid salary and the cancellation of a promissory note. The issuance of shares was made in reliance on the exemption provided by Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”) for the offer and sale of securities not involving a public offering.  The Company’s reliance upon Section 4(2) of the Securities Act in issuing the securities was based upon the following factors: (a) the issuance of the securities was an isolated private transaction by us which did not involve a public offering; (b) there was only a one investor who was an accredited investor; (c) there were no subsequent or contemporaneous public offerings of the securities by us; (d) the securities were not broken down into smaller denominations; and (e) the negotiations for the issuance of the securities took place directly between the investor and the Company.

On June 23, 2014, the Company agreed to issue 500,000 of Company common stock to an unrelated accredited investor in exchange for the cancellation of $11,400 in debt owed by the Company.  The issuance of shares was made in reliance on the exemption provided by Section 4(2) of the Securities Act for the offer and sale of securities not involving a public offering.  The Company’s reliance upon Section 4(2) of the Securities Act in issuing the securities was based upon the following factors: (a) the issuance of the securities was an isolated private transaction by us which did not involve a public offering; (b) there was only a one investor who was an accredited investor; (c) there were no subsequent or contemporaneous public offerings of the securities by us; (d) the securities were not broken down into smaller denominations; and (e) the negotiations for the issuance of the securities took place directly between the investor and the Company.

On June 25, 2014, the Company agreed to issue 500,000 shares of Company common stock to David Altshuler, the Company’s Secretary and a director, in exchange for the cancellation of $11,400 in debt owed by the Company to Mr. Altshuler, and agreed to issue 500,000 shares of Company common stock to the Company’s outside legal counsel in exchange for the cancellation of $11,400 in debt owed by the Company to legal counsel. The issuances of the shares was made in reliance on the exemption provided by Section 4(2) of the Securities Act for the offer and sale of securities not involving a public offering.  The Company’s reliance upon Section 4(2) of the Securities Act in issuing the securities was based upon the following factors: (a) the issuance of the securities was an isolated private transaction by us which did not involve a public offering; (b) there were only two investors each of which is an accredited investor; (c) there were no subsequent or contemporaneous public offerings of the securities by us; (d) the securities were not broken down into smaller denominations; and (e) the negotiations for the issuance of the securities took place directly between the investors and the Company.

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The information included in Item 3.02 provides a summary of the material terms of the issuances of shares to Mr. Greenwald and Mr. Altshuler and is incorporated herein by reference into this Item 5.02.

Item 8.01

Other Events

On June 12, 2014, the Company announced that it would be launching the MJ360 channel during the first half of July 2014.  The Company has also been designing a dedicated iOS application for Apple’s iPhones and iPad and expects to have such application available in the iTunes Store by the second half of July 2014.  The Company now believes that both the MJ360 channel and the iOS application will be launched before the end of July 2014.

SIGNATURE

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.