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EX-31 - EXHIBIT 31 - Digital Development Partners, Inc.v404826_ex31.htm

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-K

(Mark One)

 

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

 

For the Fiscal Year Ended December 31, 2014

 OR

 

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

Commission File No. 000-52828

 

  DIGITAL DEVELOPMENT PARTNERS, INC.  
  (Exact name of registrant as specified in its charter)  

 

Nevada   98-0521119
(State or other jurisdiction of incorporation or organization)   (I.R.S. Employer Identification No.)
     
17800 Castleton St., Suite 300    
City of Industry, California   91748
(Address of Principal Executive Office)   Zip Code

  

Registrant's telephone number, including Area Code: (626) 581-3335

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: Common Stock

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ¨

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ¨

 

Indicate by check mark whether the registrant (1) has filed all reports 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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “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
(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 Act): x Yes ¨ No

 

The aggregate market value of the voting stock held by non-affiliates of the Company on June 30, 2014 was approximately $335,000.

 

As of March 23, 2015 the Company had 85,970,665 outstanding shares of common stock.

 

Documents incorporated by reference: None

 

1
 

 

ITEM 1.BUSINESS

 

The Company was incorporated in December 2006.

 

On February 18, 2010 the Company’s directors approved an agreement between the Company and 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.

 

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 $600 (plus $60 for shipping and handling fees), the customer becomes an “Affiliate”.

 

The EFT-Phone consists of a cell phone which uses the Microsoft Operating System. 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 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:

 

·The former officers and directors of the Company resigned; and

 

·Jack Jie Qin was appointed as the Company’s sole director.

 

The Company did not receive any orders for the EFT phone during the year ended December 31, 2014. 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.

 

General

 

As of January 31, 2015 The Company did not have any full time employees.

 

 

ITEM 2.DESCRIPTION OF PROPERTY

 

See Item 1 of this report.

 

2
 

 

ITEM 3.LEGAL PROCEEDINGS.

 

The Company is not involved in any legal proceedings and the Company does not know of any legal proceedings which are threatened or contemplated.

 

ITEM 4.MINE SAFETY DISCLOSURE.

 

Not applicable.

 

ITEM 5.MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND OTHER SHAREHOLDER MATTERS.

 

The Company’s common stock is quoted on the OTC Bulletin Board under the symbol “DGDM”.

 

Shown below are the ranges of high and low closing prices for the Company’s common stock for the periods indicated as reported by FINRA. The market quotations reflect inter-dealer prices, without retail mark-up, mark-down or commissions and may not necessarily represent actual transactions.

 

Quarter Ended  High   Low 
         
March 31, 2013  $0.03   $0.03 
June 30, 2013  $0.04   $0.02 
September 30, 2013  $0.02   $0.02 
December 31, 2013  $0.02   $0.01 
           
March 31, 2014  $0.01   $0.002 
June 30, 2014  $0.005   $0.003 
September 30, 2014  $0.02   $0.005 
December 31, 2014  $0.015   $0.005 

 

Trades of the Company’s common stock are subject to Rule 15g-9 of the Securities Exchange Act of 1934, which rule imposes certain requirements on broker/dealers who sell securities subject to the rule to persons other than established customers and accredited investors. For transactions covered by the rule, brokers/dealers must make a special suitability determination for purchasers of the securities and receive the purchaser's written agreement to the transaction prior to sale. The Securities and Exchange Commission also has rules that regulate broker/dealer practices in connection with transactions in "penny stocks". Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in that security is provided by the exchange or system). The penny stock rules require a broker/ dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document prepared by the Commission that provides information about penny stocks and the nature and level of risks in the penny stock market. The broker/dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker/dealer and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer's account. The bid and offer quotations, and the broker/dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer's confirmation. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the Company’s common stock.

 

3
 

 

As of January 31, 2015 the Company had 85,970,665 outstanding shares of common stock and seven shareholders of record.

 

During the year ended December 31, 2014 warrants to purchase up to 2,216,000 shares of the Company’s common stock expired.

 

As of January 31, 2015, 6,705,665 shares of the Company’s common stock were freely tradable. The remaining outstanding shares, 79,265,000, are owned by a wholly owned subsidiary of EFT Holdings and may be sold pursuant to Rule 144 of the Securities and Exchange Commission.

 

Holders of common stock are entitled to receive dividends as may be declared by the Board of Directors. The Company’s Board of Directors is not restricted from paying any dividends but is not obligated to declare a dividend. No dividends have ever been declared and it is not anticipated that dividends will ever be paid.

 

During the year ended December 31, 2014, the Company did not purchase any shares of its common stock from third parties in a private transaction or as a result of any purchases in the open market. None of the Company’s officers or directors, nor any of its principal shareholders purchased any shares of its common stock from third parties in a private transaction or as a result of purchases in the open market during the year ended December 31, 2014.

 

ITEM 6.SELECTED FINANCIAL DATA

 

Not applicable.

 

ITEM 7.MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND PLAN OF OPERATION

 

The Company was incorporated in December 2006.

 

On February 18, 2010 the Company’s directors approved an agreement between the Company and EFT Biotech 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”.

 

4
 

 

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.

 

Results of Operations

 

The Company did not receive any orders for the EFT phone during the year ended December 31, 2014. 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.

 

Accounting Policies

 

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 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

 

Not applicable.

 

ITEM 8.FINANCIAL STATEMENTS

 

See the financial statements attached to this report.

 

5
 

 

ITEM 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS.

 

See the Company’s 8-K reports dated:

 

·February 5, 2014, and
·February 26, 2014

 

ITEM 9A.CONTROLS AND PROCEDURES

 

Management’s Report on Disclosure Control

 

Under the direction and with the participation of the Company’s management, the Company carried out an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures as of December 31, 2014. The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in its periodic reports with the Securities and Exchange Commission is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and regulations, and that such information is accumulated and communicated to The Company’s management, including its principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. The Company’s disclosure controls and procedures are designed to provide a reasonable level of assurance of reaching its desired disclosure control objectives. Based upon this evaluation, management concluded that the Company’s disclosure controls and procedures were effective as of December 31, 2014.

 

Management’s Report on Internal Control Over Financial Reporting

 

The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting and for the assessment of the effectiveness of internal control over financial reporting. As defined by the Securities and Exchange Commission, internal control over financial reporting is a process designed by, or under the supervision of The Company’s principal executive officer and principal financial officer and implemented by The Company’s Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of The Company’s financial statements in accordance with U.S. generally accepted accounting principles.

 

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

The Company’s management evaluated the effectiveness of its internal control over financial reporting as of December 31, 2014 based on criteria established in Internal Control - Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission, or the COSO Framework. Management’s assessment included an evaluation of the design of The Company’s internal control over financial reporting and testing of the operational effectiveness of those controls.

 

6
 

 

Based on this assessment, management concluded that the Company’s internal control over financial reporting was effective as of December 31, 2014.

 

This Annual Report on Form 10-K does not include an attestation report by the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to rules of the SEC that require the Company to provide only the Company’s management’s report in this Annual Report on Form 10-K

 

Changes in Internal Controls.

 

There have been no changes to the Company’s internal control over financial reporting that occurred during the year ended December 31, 2014 that have materially affected, or are reasonably likely to materially affect the Company’s internal control over financial reporting.

 

ITEM 9B.OTHER INFORMATION

 

Not applicable.

 

ITEM 10.DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

 

Name Age Position
     
Jack Jie Qin 54 President, Secretary, Chief Executive Officer and Director
     
William E. Sluss 59 Principal Financial and Accounting Officer

 

The directors of the Company serve in such capacity until the annual meeting of the Company’s shareholders and until their successors have been duly elected and qualified. The officers of the Company serve at the discretion of the Company’s directors.

 

The principal occupations of the Company’s officers and director during the past several years are as follows:

 

Mr. Qin has been the Company’s President, Chief Executive Officer, Secretary and Director since February 2010. Mr. Qin has been EFT Holdings, Inc.’s President, Chief Executive Officer and 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.

 

7
 

 

Mr. Sluss has been the Company’s Principal Financial and Accounting Officer since January 2011. Between August 2010 and January 2011 Mr. Sluss assisted the Company with its accounting and financial reporting. Between 2008 and 2010 Mr. Sluss was the Chief Financial Officer for AcccuForce Staffing Services in Kingsport, TN. Between 2002 and 2008 Mr. Sluss was the Chief Financial Officer and Treasurer for Studsvik, Inc., a nuclear services company based in Erwin, TN. Mr. Sluss is a certified public accountant and received his Bachelor of Science degree in accounting from the University of Virginia’s College at Wise (Wise, Virginia) in 1990.

 

The Company believes that Mr. Qin’s longstanding experience with EFT Holdings, and in particular with EFT’s affiliate base, qualifies him to be a director.

 

The compensation the Company plans to pay Mr. Qin, and the time he plans to devote to the Company’s business, have not yet been determined.

 

Mr. Sluss devotes approximately one-third of his time to the Company and is paid an annual salary of $37,700.

 

The Company does not have a compensation or an audit committee. Mr. Sluss serves as the Company’s financial expert.

 

None of the Company’s directors are independent as that term is defined in section 803 of listing standards of the NYSE MKT.

 

The Company has not adopted a Code of Ethics applicable to its principal executive, financial, and accounting officers and persons performing similar functions. The Company does not believe it requires a Code of Ethics since its only has two officers.

 

Compensation Committee Interlocks and Insider Participation.

 

The Company’s director acts as its compensation committee. During the year ended December 31, 2014 the Company’s sole officer was not a member of the compensation committee or a director of another entity, which other entity had one of its executive officers serving as a director of the Company or as a member of the Company’s compensation committee.

 

ITEM 11.EXECUTIVE COMPENSATION

 

The following table shows the compensation paid or accrued during the two years ended December 31, 2014 to the executive officers of the Company. No officer of the Company has ever received compensation in excess of $100,000 per year.

 

8
 

 

                      All     
                      Other     
                      Annual     
              Stock   Option   Compen-     
Name and Principal  Fiscal  Salary   Bonus   Awards   Awards   sation     
Position  Year  (1)   (2)   (3)   (4)   (5)   Total 
                            
Jack Jie Qin  2014   -    -    -    -    -    - 
   2013   -    -    -    -    -    - 
                                  
William Sluss  2014  $37,700    -    -    -    -   $37,700 
   2013  $37,700    -    -    -    -   $37,700 

 

(1)The dollar value of base salary (cash and non-cash) received.

 

(2)The dollar value of bonus (cash and non-cash) received.

 

(3)During the periods covered by the table, the value of the Company’s shares issued as compensation for services to the persons listed in the table.

 

(4)The value of all stock options granted during the periods covered by the table.

 

(5)All other compensation received that the Company could not properly report in any other column of the table.

  

The Company has an employment agreement with William E. Sluss, the Company’s Principal Financial and Accounting Officer, who became the Company’s principal financial and accounting officer in January 2011. The employment agreement, which expired December 31, 2014, provided that Mr. Sluss would devote approximately one-third of his time to the Company and would be paid an annual salary of $37,700.

 

Long-Term Incentive Plans. The Company does not have any pension, stock appreciation rights, long-term incentive or other plans and has no intention of implementing any of these plans for the foreseeable future.

 

Employee Pension, Profit Sharing or other Retirement Plans. The Company does not have a defined benefit, pension plan, profit sharing or other retirement plan, although it may adopt one or more of such plans in the future.

 

Compensation of Directors. The Company’s directors did not receive any compensation for their services as director during the fiscal year ended December 31, 2014.

 

Stock Option and Bonus Plans. The Company has not adopted any stock option or stock bonus plans.

 

9
 

 

ITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDERS MATTERS

 

The following table lists, as of March 15, 2015, those persons owning beneficially 5% or more of the Company’s common stock, the number and percentage of outstanding shares owned by each director and officer of the Company and by all officers and directors as a group. Unless otherwise indicated, each owner has sole voting and investment powers over his shares of common stock.

 

Name and Address   Number of Shares     Percent of Class  
             
EFT Holdings, Inc.     79,265,000 (1)       92 %
17800 Castleton St., Suite 300                
City of Industry, California 91748                

 

(1)Shares are held of record by a wholly owned subsidiary of EFT Holdings.

 

ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

 

See Item 1 of this report.

 

ITEM 14.PRINCIPAL ACCOUNTANT FEES AND SERVICES

 

MaloneBailey, LLP served as the Company’s independent registered public accountant for the years ended December 31, 2013 and 2014. The following table shows the aggregate fees billed to the Company during these years by MaloneBailey, LLP.

 

   Year ended 
   December 31, 
   2013   2014 
         
Audit Fees  $4,000   $4,500 
Audit-Related Fees          
Financial Information Systems          
Design and Implementation Fees          
Tax Fees          
All Other Fees          

 

Audit fees and audit related fees represent amounts billed for professional services rendered for the audit of the Company’s annual financial statements and the review of the Company’s interim financial statements. Before MaloneBailey was engaged by the Company to render these services, the engagement was approved by the Company’s Directors.

 

10
 

 

ITEM 15.EXHIBITS

 

Exhibit    
Number   Exhibit Name
     
3.1   Articles of Incorporation*
     
3.2   Bylaws*
     
31   Rule 13a-14(a) Certifications
     
32   Section 1350 Certifications

 

*Incorporated by reference to the same exhibit filed with the Company’s registration statement on Form SB-2 (File # 333-145951).

 

11
 

 

DIGITAL DEVELOPMENT PARTNER, INC.

 

FINANCIAL STATEMENTS

 

December 31, 2014 and 2013

 

INDEX TO FINANCIAL STATEMENTS

 

Reports of Independent Registered Public Accounting Firms F-2
   
Balance Sheets F-3
   
Statements of Operations F-4
   
Statements of Cash Flows F-5
   
Statements of Changes in Stockholders’ Deficit  F-6
   
Notes to Financial Statements F-7

  

F-1
 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Directors

Digital Development Partners, Inc.

City of Industry, CA

 

We have audited the accompanying balance sheet of Digital Development Partners, Inc. (the “Company”) as of December 31, 2014 and 2013, and the related statements of operations, stockholders’ equity (deficit), and cash flows for each of the years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

 

We conducted our audit in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

 

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2014 and 2013, and the related results of its operations and its cash flows for each of the years then ended, in conformity with accounting principles generally accepted in the United States of America.

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has a working capital deficit as of December 31, 2014 and no source of revenue, which raises substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters are described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

/s/ MaloneBailey, LLP    
www.malone-bailey.com    
Houston, Texas    
March 23, 2015    

 

F-2
 

 

DIGITAL DEVELOPMENT PARTNERS, INC.

Balance Sheet

as of

 

 

   December 31,   December 31, 
   2014   2013 
         
ASSETS          
Current Assets          
Cash   22,628    24,184 
           
Total Assets  $22,628   $24,184 
           
           
LIABILITIES AND STOCKHOLDERS' DEFICIT          
Current Liabilities          
Accounts Payable   91,594    73,631 
           
Long Term Liabilities          
Loan Payable – Related Party   500,000    420,000 
           
Total Liabilities   591,594    493,631 
           
Stockholders' Deficit          
Common Stock, $0.001 par value; authorized 225,000,000 shares; issued          
and outstanding 85,970,665 shares as of          
December 31, 2014, and 2013   85,971    85,971 
Additional Paid-In Capital   7,488,946    7,488,946 
Accumulated Deficit   (8,143,883)   (8,044,364)
           
Total Stockholders' Deficit   (568,966)   (469,447)
           
Total Liabilities and Stockholders' Deficit  $22,628   $24,184 

 

The accompanying notes are an integral part of these financial statements

 

F-3
 

  

DIGITAL DEVELOPMENT PARTNERS, INC.

Statement of Operations

 

 

   For the 
   Year Ended 
   December 31, 
   2014   2013 
         
Operating expenses  $(76,810)  $(71,419)
           
Loss from Operations  $(76,810)  $(71,419)
           
Interest Expense  $22,709   $18,572 
           
Net Loss  $(99,519)  $(89,991)
           
Basic and diluted loss per common share  $(0.00)  $(0.00)
Basic and diluted weighted average common shares outstanding   85,970,665    85,970,665 

 

The accompanying notes are an integral part of these financial statements

 

F-4
 

 

DIGITAL DEVELOPMENT PARTNERS, INC.

 Statement of Cash Flows

 

  

    For the  
    Year Ended  
    December 31,  
    2014     2013  
Cash flows from operating activities:                
Net loss   $ (99,519 )   $ (89,991 )
Adjustments to reconcile net loss to                
net cash used by operating activities:                
Change in operating assets and liabilities:                
Accounts payable     17,963       11,510  
Deposits     -       -  
Net cash used by operating  activities     (81,556 )     (78,481 )
                 
                 
Cash flows from financing activities:                
Proceeds of loan payable from related party     80,000       80,000  
Net cash provided by financing activities     80,000       80,000  
                 
Net increase (decrease) in cash     (1,556 )     1,519  
                 
Cash, beginning of the period     24,184       22,665  
                 
Cash, end of the period   $ 22,628     $ 24,184  
                 
Supplemental cash flow disclosure:                
Interest paid   $ -     $ -  
Taxes paid   $ -     $ -  

 

The accompanying notes are an integral part of these financial statements

 

F-5
 

 

DIGITAL DEVELOPMENT PARTNERS, INC.

Statement of Stockholders' Deficit

 

 

           Additional       Total 
           Paid-In   Accumulated   Stockholders' 
   Common Stock   Capital   Deficit   Deficit 
   Shares   Amount             
Balance, December 31, 2012  85,970,665   85,971   7,488,946   (7,954,373)   (379,456) 
                     
Net loss for the year   -    -    -    (89,991)   (89,991)
Balance, December 31, 2013   85,970,665    85,971    7,488,946    (8,044,364)   (469,447)
                          
Net loss for the year   -    -    -    (99,519)   (99,519)
Balance, December 31, 2014   85,970,665    85,971    7,488,946    (8,143,883)   (568,966)

 

The accompanying notes are an integral part of these financial statements

 

F-6
 

 

DIGITAL DEVELOPMENT PARTNERS INC.

 

NOTES TO FINANCIAL STATEMENTS

 

1.Basis of Presentation and Nature of Operations

 

These financial statements as of and for the twelve months ended December 31, 2014 and 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.

 

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.

 

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 Biotech Holding Inc.

 

On February 17, 2010 an agreement was signed with the cell phone company, EFT Biotech Holdings, Inc., 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.

 

F-7
 

 

EFT Biotech Holding Inc. thereby became the majority stockholder of Digital Development Partners Inc. The Company sold EFT-Phones as agent to EFT-Phone for its Chinese market through the fiscal year ended December 31, 2011. 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 until demand increases. The Company is investigating other business opportunities and sources to develop revenue.

 

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.

 

Cash and Cash equivalents

 

Cash and equivalents include investments with initial maturities of three months or less. The Company had no cash equivalents as of December 31, 2014 and 2013.

 

F-8
 

 

Income Taxes

 

The Company accounts for income taxes utilizing ASC 740, “Income Taxes” (SFAS No. 109).  ASC 740 requires the measurement of deferred tax assets for deductible temporary differences and operating loss carry forwards, and of deferred tax liabilities for taxable temporary differences.  Measurement of current and deferred tax liabilities and assets is based on provisions of enacted tax law.  The effects of future changes in tax laws or rates are not included in the measurement.  The Company recognizes the amount of taxes payable or refundable for the current year and recognizes deferred tax liabilities and assets for the expected future tax consequences of events and transactions that have been recognized in the Company’s financial statements or tax returns.  The Company currently has substantial net operating loss carry forwards. The Company has recorded a 100% valuation allowance against net deferred tax assets due to uncertainty of their ultimate realization.  Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.

 

Going Concern

 

The Company’s financial statements are prepared using generally accepted accounting principles 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 allow it to continue as a going concern. The Company also has a working capital deficit as of December 31, 2014. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

 

The Company’s activities will necessitate significant uses of working capital beyond 2014. Additionally, the Company’s capital requirements will depend on many factors, including the success of the Company’s researching for new markets. The Company plans to continue financing its operations with cash received from financing activities, more specifically from related party loans.

 

While the Company strongly believes that its capital resources will be sufficient in the near term, there is no assurance that the Company’s activities will generate sufficient revenues to sustain its operations without additional capital or if additional capital is needed, that such funds, if available, will be obtainable on terms satisfactory to the Company.

 

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. There is no potential dilutive security as of December 31, 2014. As there was a net loss for the period, basic and diluted loss per share is the same for the twelve months ended December 31, 2014 and 2013, respectively.

 

F-9
 

 

Recent Accounting Pronouncements

 

Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company's financial statements.

 

3.Related Party Transactions

 

   December 31,   December 31, 
   2014   2013 
           
Loan payable to related party – EFT Holdings, Inc.  $500,000   $420,000 

 

A promissory note for $500,000 was issued May 13, 2010 to EFT Holdings Inc. A series of advances was received from EFT Holdings 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 due on demand. The note was paid down to $300,000 in January, 2011. A further $20,000 was advanced August 17, 2012, and another $20,000 was advanced on December 11, 2012 increasing the loan balance to 340,000.

 

During 2013 a further $80,000 was advanced, bearing an interest rate of 5% and with a term of one year, increasing the loan balance to $420,000.

 

A further $80,000 was advanced during 2014, bearing an interest rate of 5% and with a term of one year, increasing the loan balance to $500,000.

 

4.Income Taxes

 

No provision was made for federal income tax for the year ended December 31, 2014, since the Company had net operating losses.

 

The Company has available net operating loss carry-forward of approximately $756,406 which begins to expire in 2029 unless utilized beforehand. Net operating loss carry forwards may be used to reduce taxable income through the year 2034. The availability of the Company’s net operating loss carry forwards are subject to limitation if there is a 50% or more positive change in the ownership of the Company’s stock. As presented below, the Company generated a deferred tax asset through the net operating loss carry-forward.  However, a 100% valuation allowance has been established because the ultimate realization of the deferred tax asset is dependent upon the generation of future taxable income during the periods in which the net operating loss carryforwards are available.  Management considers projected future taxable income, the scheduled reversal of deferred tax liabilities and available tax planning strategies that can be implemented by the Company in making this assessment.  Based upon the level of historical taxable income and projections for future taxable income over the period in which the net operating loss carryforwards are available to reduce income taxes payable, management has established a full valuation allowance such that the net deferred tax asset is $0 as of December 31, 2014 and 2013.

 

F-10
 

 

   As of December 31, 
   2014   2013 
Deferred tax assets:          
Net operating loss carryforwards  $257,178   $223,342 
Less: valuation allowance   (257,178)   (223,342)
Net deferred tax assets  $--   $-- 

 

F-11
 

 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(a) of the Securities and Exchange Act, the Registrant has caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized on the 23rd day of March 2015.

 

  DIGITAL DEVELOPMENT PARTNERS, INC.
     
  By  /s/ Jack Jie Qin
    Jack Jie Qin, President

 

Pursuant to the requirements of the Securities Act of l934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

 

Title Date
         
/s/ Jack Jie Qin   Principal Executive    
Jack Jie Qin   Officer and Director   March 23, 2015
         
/s/ William E. Sluss   Principal Financial and    
William E. Sluss   Accounting Officer   March 23, 2015

 

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