Attached files
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2016
[ ] 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 000-55634
DIVERSE DEVELOPMENT GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware 81-2338251
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4819 Wood Pointe Way
Sarasota, Florida 34233
(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: 617-510-1777
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Exchange Act:
Common Stock, $.0001 par value per share
(Title of class)
Indicate by check mark if the registrant is a well-known seasoned issuer,
as defined in Rule 405 of the Securities Act
[ ] Yes [ X ] No
Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or Section 15(d) of the Act.
[ ] Yes [ X ] No
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.
[ X ] Yes [ ] No
Indicate by check mark whether the registrant has submitted electronically
and posted on its corporate Website, if any, every Interactive Data File
required to be submitted and posted pursuant to Rule 405 of Regulation
S-T (Section 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).
[ X ] Yes [ ] No
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K (Section 229.405 of this chapter) 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 ] Yes [ ] 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. 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 [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X ]
(do not check if smaller reporting company)
Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act).
[ X ] Yes [ ] No
State the aggregate market value of the voting and non-voting common
equity held by non-affiliates computed by reference to the price at
which the common equity was last sold, or the average bid and asked
price of such common equity, as of the last business day of the
registrant's most recently completed second fiscal quarter.
$ 0
Indicate the number of shares outstanding of each of the registrant's
classes of common stock as of the latest practicable date.
Class Outstanding at
April 10, 2017
Common Stock, par value $0.0001 7,115,000 shares
common stock
Documents incorporated by reference: Form 10-12G filed
May 2, 2016
PART I
Item 1. Business
Diverse Development Group, Inc. (formerly Topaz Island
Acquisition Corporation ("Diverse" or the "Company") was incorporated
on Aprili 4, 2016 under the laws of the State of Delaware to engage
in any lawful corporate undertaking, including, but not limited to,
selected mergers and acquisitions.
In May, 2016, the Company registered its common stock on a Form
10 registration statement filed pursuant to the Securities Exchange
Act of 1934 and Rule 12(g) thereof. The Company files with the
Securities and Exchange Commission periodic andcurrent reports under
Rule 13(a) of the Exchange Act, as a public reporting company.
On December 17, 2016, the following events occurred which resulted
in a change of control of the Company:
The then two sole shareholders of the Company contributed
back to the Company an aggregate of 19,400,000 of the then
20,000,000 shares of outstanding common stock valued at par.
James Cassidy the then president, secretary and director and
James McKillop the then vice president and director each
resigned as officers and directors of the Company.
Christopher Kiritsis was named the sole director and officer
(President and Treasurer) of the Company.
On December 18, 2016, the Company issued 6,100,000 shares of its
common stock for an aggregate of 6,700,000 shares of common stock.
The Company has been in the developmental stage since inception.
The Company was originally formed to provide a method for a foreign or
domestic private company to become a reporting company with a class of
securities registered under the Securities Exchange Act of 1934.
Subsequent to the change in control, the Company's primary objective
is to buy, sell and develop real estate assets located within the United
States. However unlike traditional real estate investment groups, the
Company intends to operate using cash and little debt. Should the Company
at any time require debt financing to fulfill its business plan, the
Company intends to use short-term loans only.
The Company's philosophy is that by using cash for the Company's
endeavors and by utilizing a development and purchase model using a
blend of existing assets with stabilized cash flows and ground-up
development projects, it will be able to sustain a cash flow with
no debt while maintaining significant assets. The Company also aims
to keep overhead low and limit expenses, as they relate to soft costs.
the Company intends to utilize funds pooled from investors to directly
invest in income-yielding properties. The Company will primarily invest
in diversified credit tenant investment-grade properties with long-term
leases.
The Company's strategic roadmap includes it investing approximately
10% of its capital for higher return ground-up land development projects.
Income will be largely generated from rent and capital gains
from development projects. The Company will not have any debt
other than an occasional short term loan that is project-specific.
The Company has filed a registration statement on Form S-1 with the
Securities and Exchange Commission for the sale of 1,015,000 shares
of common stock by the holders thereof at $.15 per share. None of
the proceeds from such sale will go to the Company.
As of the date covered by this Report, the Company has no employees
and one officer and director.
The Company has entered into an agreement with Tiber Creek to assist
it in becoming a public reporting company and for its introduction to
brokers and market makers.
As of December 31, 2016, the Company had not generated revenues and
had no income or cash flows from operations since inception. At
December 31, 2016, the Company had sustained net loss of $6,769
and an accumulated deficit of $6,769.
The Company's independent auditors have issued a report raising
substantial doubt about the Company's ability to continue as a going
concern. As of the period covered by this Report, the Company has no
operations and the continuation of the Company as a going concern is
dependent upon financial support from its stockholders, its ability
to obtain necessary equity financing to continue operations and/or
to successfully locate and negotiate with a business entity for the
combination of that target company with the Company.
Management of the Company will pay expenses incurred by the
Company. Management does not expect any repayment for such paid
expenses.
There is no assurance that the Company will ever be profitable.
Subsequent Events
After the date covered by this report, the Company issued an
aggregate of 415,000 shares of common stock at par to 36 shareholders
pursuant to Section 4(2) of the Securities Act of 1933 as a
private offering of its securities.
On February 21, 2017, the Company filed a registration statement
on Form S-1 pursuant to the Securities Act of 1933 to register
1,015,000 shares of common stock held by the shareholders for
sale by such shareholders.
As of the date of this report, that registration statement is
not effective and no shares have been registered for sale by such
shareholders.
Item 2. Properties
The Company has no properties and at this time has no
agreements to acquire any properties. The Company currently uses
the offices of Management at no cost to the Company.
Item 3. Legal Proceedings
There is no litigation pending or threatened by or against the
Company.
Item 4. Mine Safety Disclosures.
Not applicable.
PART II
Item 5. Market for Registrant's Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities
There is currently no public market for the Company's securities.
Following a business combination or other development of its business
plan, the Company may apply for its common stock to trade in one or more
United States securities markets.
At such time as it qualifies, the Company may choose to apply for
quotation of its securities on the OTC Bulletin Board.
The OTC Bulletin Board is a dealer-driven quotation service.
Unlike the Nasdaq Stock Market, companies cannot directly apply to
be quoted on the OTC Bulletin Board, only market makers can initiate
quotes, and quoted companies do not have to meet any quantitative
financial requirements. Any equity security of a reporting company
not listed on the Nasdaq Stock Market or on a national securities
exchange is eligible.
As such time as it qualifies, the Company may choose to apply for
quotation of its securities on the Nasdaq Capital Market.
In general there is greatest liquidity for traded securities on
the Nasdaq Capital Market and less on the OTC Bulletin Board. It
is not possible to predict where, if at all, the securities of the
Company will be traded following a business combination.
Since inception, the Company has sold securities which
were not registered as follows:
NUMBER OF
DATE NAME SHARES CONSIDERATION
April 4, 2016 James Cassidy (1) 10,000,000 Services
9,700,000 contributed back to the Company
April 4, 2016 James McKillop 10,000,000 Services
9,700,000 contributed back to the Company
December 18, 2016 Christopher
Kiritsis(2) 6,100,000 Services
January 1, 2017 - 36 Investors 415,000 Par
February 20, 2017
(1) James M. Cassidy, the former president and a former director
of the Company, is the sole shareholder and director of Tiber Creek
Corporation,a Delaware corporation, which company has agreed to
assist the Company in introductions to the brokerage community.
(2) Christopher Kiritsis is the current sole officer and director
of the Company.
Item 6. Selected Financial Data.
There is no selected financial data required to be filed for
a smaller reporting company.
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations
The Company has no operations nor does it currently engage in any
business activities generating revenues.
As of December 31, 2016, the Company had not generated revenues
and had no income or cash flows from operations since inception. At
December 31, 2016, the Company had sustained net loss of $6,769.
The Company's independent auditors have issued a report raising
substantial doubt about the Company's ability to continue as a going
concern. At present, the Company has no operations and the continuation
of the Company as a going concern is dependent upon financial support
from its stockholders, its ability to obtain necessary equity
financing to continue operations and/or to successfully locate
and negotiate with a business entity for the combination of that
target company with the Company.
Management will pay all expenses incurred by the Company. There
is no expectation of repayment for such current expenses.
The sole officer and director of the Company is the also the
majority shareholder of the Company holding 6,100,000 shares of
the aggregate 7,115,000 or 86%.
Subsequent to the Period covered by this report, the Company
effected a change in control.
Pursuant to the change in control, the Company's primary objective is
to buy, sell and develop real estate assets located within the United
States. However unlike traditional real estate investment groups, the
Company intends to operate using cash and little to no debt. Should
the Company at any time require debt financing to fulfill its business
plan, the company shall target short-term loans only.
The Company's philosophy is that by using cash for the Company's
endeavors and by utilizing a development and purchase model
using a blend of existing assets with stabilized cash flows and
ground-up development projects, the Company will be able to amass
and sustain a strong cash flow with no debt all while maintaining
significant assets on the Company's books. The Company also aims to
keep overhead low and limit expenses, as they relate to soft costs.
The Company intends to utilize funds pooled from investors to directly
invest in income-yielding properties. The Company will primarily invest
in diversified credit tenant investment-grade NNN properties with
long-term leases. The Company's strategic roadmap includes it
investing +/- 10% of its capital for higher return ground-up land
development projects. Income will be largely generated from rent
and capital gains from development projects. The Company intends not
to have any debt other than an occasional short term loan that is
project-specific. The Company's purchase of existing investment-grade
credit tenant properties should be completed within the first two quarters
of total capitalization, generating the cash flow and liquidity needed to
continue operations.
2016 Year-End Analysis
The Company has received no income, has had no operations
nor expenses, other than Delaware state fees and accounting fees
as required for incorporation and for the preparation of the
Company's financial statements.
Item 8. Financial Statements and Supplementary Data
The financial statements for the year ended December 31, 2016
are attached hereto.
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure
There were no changes in or disagreements with accountants on
accounting and financial disclosure for the period covered by
this report.
Item 9A. Controls and Procedures
Pursuant to Rules adopted by the Securities and Exchange Commission,
the Company carried out an evaluation of the effectiveness of the
design and operation of its disclosure controls and procedures pursuant
to Exchange Act Rules. This evaluation was done as of the end of the
fiscal year under the supervision and with the participationof the
Company's principal executive officer (who is also the principal
financial officer). There have been no significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of the evaluation. Based upon that
evaluation, he believes that the Company's disclosure controls and
procedures are effective in gathering, analyzing and disclosing
information needed to ensure that the information required to be
disclosed by the Company in its periodic reports is recorded,
summarized and processed timely. The principal executive officer
is directly involved in the day-to-day operations of the Company.
Management's Report of Internal Control over Financial Reporting
The Company is responsible for establishing and maintaining
adequate internal control over financial reporting in accordance
with the Rule 13a-15 of the Securities Exchange Act of 1934. The
Company's officer, its president, conducted an evaluation of the
effectiveness of the Company's internal control over financial
reporting as of December 31, 2016, based on the criteria establish
in Internal Control Integrated Framework issued by the Committee
of Sponsoring Organizations of the Treadway Commission. Based on
this evaluation, management concluded that the Company's internal
control over financial reporting was not effective as of December 31,
2016, based on those criteria. A control system can provide only
reasonably, not absolute, assurance that the objectives of the control
system are met and no evaluation of controls can provide absolute
assurance that all control issues have been detected.
Changes in Internal Control Over Financial Reporting
There have been no changes in the Company's internal controls over
financial reporting during its fourth fiscal quarter that have
materially affected, or are reasonably likely to materially
affect, its internal control over financial reporting.
Item 9B. Other information
Not applicable.
PART III
Item 10. Directors, Executive Officers, and Corporate Governance
The Directors and Officers of the Company are as follows:
Name Age Positions
----------------- --- --------------------------
Christopher Kiritsis 50 President, Secretary,
Treasurer, Director
Management of The Company
The Company has no full time employees. Christopher Kiritsis is
the sole officer and director of the Company and its majority
shareholder.
There are no agreements or understandings for the officer or
director to resign at the request of another person and the above-
named officer and director is not acting on behalf of nor will act
at the direction of any other person.
Christopher Kiritsis serves as President, Treasurer and sole
director of the Company. Mr. Kiritsis has a long career in real
estate sales, development consulting. In 1998, he founded the
Potomac Group which served as a major developer for several
major retailers. Mr. Kiritsis work was primarily focused in
Massachusetts, New Hampshire, and Florida. Mr. Kiritsis has been
retained by national and local companies and developers to assist in
negotiating and completing development plans when such companies and
developers have hit obstacles. Mr. Kiritsis is a preferred
developer for national companies as well as a residential developer
with 29 years experience.
Conflicts of Interest
There are no binding guidelines or procedures for resolving
potential conflicts of interest. Failure by management to resolve
conflicts of interest in favor of the Company could result in
liability of management to the Company. However, any attempt by
shareholders to enforce a liability of management to the Company
would most likely be prohibitively expensive and time consuming.
Code of Ethics. The Company has not at this time adopted a Code of
Ethics pursuant to rules described in Regulation S-K. The Company
has two persons who are the only shareholders and who serve as
the directors and officers. The Company has no operations or
business and does not receive any revenues or investment capital.
The adoption of an Ethical Code at this time would not serve the
primary purpose of such a code to provide a manner of conduct as the
development, execution and enforcement of such a code would be by the
same persons and only persons to whom such code applied. Furthermore,
because the Company does not have any activities, there are activities
or transactions which would be subject to this code. At the time the
Company enters into a business combination or other corporate
transactions, the current officer and director will adopt such a code.
Corporate Governance. For reasons similar to those described
above, the Company does not have a nominating nor audit committee of the
board of directors. At this time, the Company consists of one officer
and director. The Company has no activities, and receives no revenues.
At such time that the Company enters into a business combination and/or
commences activities, the Company will propose expanding its board of
directors and creating committees, including both a nominating
and an audit committee. There is no established process by which
shareholders to the Company can nominate members to the Company's board
of directors. Similarly, however, at such time as the Company has
operations and an expanded board of directors, the Company may
review and implement, as necessary, procedures for shareholder nomination
of members to the Company's board of directors.
Item 11. Executive Compensation
The Company's officer and director does not receive any
compensation for services rendered to the Company, nor have they
received such compensation in the past. The officers and directors
are not accruing any compensation pursuant to any agreement with the
Company.
No retirement, pension, profit sharing, stock option or
insurance programs or other similar programs have been adopted by
the Company for the benefit of its employees.
The Company does not have a compensation committee for
the same reasons as described above.
Item 12. Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters
The following table sets forth, as of December 31, 2016, each
person known by the Company to be the beneficial owner of five
percent or more of the Company's common stock and the director and
officer of the Company. The Company does not have any compensation
plans and has not authorized any securities for future issuance.
Except as noted, the holder thereof has sole voting and investment
power with respect to the shares shown.
Name and Address Amount of Beneficial Percent of
of Beneficial Owner Ownership Outstanding Stock (1)
Christopher Kiritsis 6,100,000 86%
All Executive Officers 6,100,000 86%
and Directors as a Group
(1 Person)
(1) Based on 7,115,000 shares of common stock outstanding as of
April 10, 2017.
Item 13. Certain Relationships and Related Transactions and
Director Independence
The Company initially issued a total of 20,000,000 shares of common
stock pursuant to Section 4(2) of the Securities Act for services
performed for the Company with a valuation of an aggregate of $2,000
of which an aggregate of 19,400,000 shares were redeemed, pro rata,
from the two shareholders thereof whom may be considered initial
promotors. Mr. Cassidy provided services to the Company without
charge consisting of preparing and filing the charter corporate
documents and preparing the initial registration statement on
Form 10 which was filed prior to the change in control.
The Company is not currently required to maintain an independent
director as defined by Rule 4200 of the Nasdaq Capital Market nor does
it anticipate that it will be applying for listing of its securities
on an exchange in which an independent directorship is required. It is
likely that Mr. Kiritsis would not be considered an independent director
if it were to do so.
Item 14. Principal Accounting Fees and Services.
The Company has no activities, no income and no expenses
except for independent audit and Delaware state fees.
The Company's president has donated his time in preparation and
filing of all state and federal required taxes and reports.
Audit Fees
The aggregate fees incurred for each of the last two years
for professional services rendered by the independent registered public
accounting firm for the audits of the Company's annual financial
statements and review of financial statements included in the Company's
Form 10-K and Form 10-Q reports and services normally provided in
connection with statutory and regulatory filings or engagements were
as follows:
December 31, 2016
-----------------
Audit-Related Fees $ 6,000
The Company does not currently have an audit committee serving
and as a result its board of directors performs the duties of an audit
committee. The board of directors will evaluate and approve in advance,
the scope and cost of the engagement of an auditor before the auditor
renders audit and non-audit services. The Company does not rely on pre-
approval policies and procedures.
PART IV
Item 15. Exhibits, Financial Statement Schedules
There are no financial statement schedules nor exhibits filed
herewith.
Exhibits:
31 Certification of the Chief Executive Officer and Chief
Financial Officer pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002
32 Certification of the Chief Executive Officer and Chief
Financial Officer pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002
_____________________________________________________
FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm 1
Financial Statements 2-5
Notes to Financial Statements 6-8
_____________________________________________________
KCCW Accountancy Corp. CERTIFIED PUBLIC ACCOUNTANTS
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors
Diverse Development Group, Inc.
We have audited the accompanying balance sheet of Diverse Development
Group, Inc. (the "Company") as of December 31, 2016, and the related
statements of operations, changes in stockholders' deficit and cash flows
for the Period from April 4, 2016 (Inception) to December 31, 2016.
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 audit.
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 misstatement. The Company was 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. Our audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. Our 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
audit provides 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, 2016 and the results of its operations and its cash flows
from April 4, 2016 (Inception) to December 31, 2016 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 had no revenues and income since
inception. These conditions, among others, raise substantial doubt about
the Company's ability to continue as a going concern. Management's plans
concerning these matters are also described in Note 2, which includes the
raising of additional equity financing or merger with another entity. The
financial statements do not include any adjustments that might result from
the outcome of this uncertainty.
/s/ KCCW Accountancy Corp.
Alhambra, California
April 10, 2017
_____________________________________________________
DIVERSE DEVELOPMENT CORPORATION
BALANCE SHEET
ASSETS December 31, 2016
------------------
Current assets
Cash $ -
---------------
Total assets $ -
===============
LIABILITIES AND SHAREHOLDERS' DEFICIT
Current liabilities
Accrued liabilities $ 5,000
---------------
Total liabilities 5,000
---------------
Stockholders' deficit
Preferred stock, $0.0001 par value,
20,000,000 shares authorized; none
outstanding as of December 31, 2016 -
Common stock, $0.0001 par value,
100,000,000 shares authorized;
6,700,000 shares issued and
outstanding as of December 31, 2016 670
Discount on Common Stock (670)
Additional paid-in capital 1,769
Accumulatd deficit (6,769)
---------------
Total stockholders' deficit (5,000)
---------------
Total liabilities and stockholders'
deficit $ -
================
The accompanying notes are an integral part of these financial statements.
2
_________________________________________________________________________
DIVERSE DEVELOPMENT CORPORATION
STATEMENT OF OPERATIONS
For the period from
April 4, 2016
(Inception) to
December 31, 2016
-----------------
Revenue $ -
Cost of revenue -
-----------------
Gross profit -
-----------------
Operating expenses $ 6,769
-----------------
Operating loss (6,769)
-----------------
Loss before income taxes (6,769)
Income tax expense -
-----------------
Net loss $ (6,769)
=================
Loss per share - basic and diluted $ (0.00)
=================
Weighted average shares-basic and diluted 19,290,406
------------------
The accompanying notes are an integral part of these financial statements.
3
_________________________________________________________________________
DIVERSE DEVELOPMENT CORPORATION
STATEMENT OF STOCKHOLDERS' DEFICIT
Total
Common Stock Discount Additional Accumu- Stock-
------------------- on Common Paid-in lated holders'
Shares Amount Stock Capital Deficit Deficit
---------- ------- --------- ------- ------- -------
Balance,
April 4, 2016
(Inception) - $ - $ - $ - $ - $ -
Issuance of
common stock
for service 26,100,000 2,610 (2,610) - - -
Redemption
of common stock (19,400,000) (1,940) 1,940 - - -
Additional paid-in
capital - - - 1,769 - 1,769
Net loss - - - - (6,769) (6,769)
Balance,
December 31,
2016 6,700,000 $ 670 $ (670) $ 1,769 $(6,769) $(5,000)
========== ======== ======= ======== ======== ========
The accompanying notes are an integral part of these financial statements.
4
______________________________________________________________________
DIVERSE DEVELOPMENT CORPORATION
STATEMENT OF CASH FLOWS
For the period from
April 4, 2016
(Inception) to
December 31, 2016
--------------
OPERATING ACTIVITIES
Net loss $ (6,769)
Non-cash adjustments to reconcile net loss to net cash:
Expenses paid for by stockholder and contributed
as capital 1,769
Changes in Operating Assets and Liabilities:
Accrued liability 5,000
-------------
Net cash (used in) operating activities -
-------------
FINANCING ACTIVITIES
Proceeds from issuance of common stock -
Proceeds from stockholders contribution -
-------------
Net cash provided by financing activities -
-------------
Net increase in cash -
Cash, beginning of period -
-------------
Cash, end of period $ -
=============
SUPPLEMENTAL DISLOSURES:
Cash paid during the period for:
Income Tax $ -
=============
Interest $ -
=============
NON-CASH TRANSACTION:
Common stock issued to officers for no
consideration $ 670
=============
The accompanying notes are an integral part of these financial statements.
5
______________________________________________________________________
DIVERSE DEVELOPMENT CORPORATION
Notes to Financial Statements
NOTE 1 NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
NATURE OF OPERATIONS
Diverse DevelopmentCorporation ("Diverse" or "the Company") was
incorporated on April 4, 2016 under the laws of the state of Delaware
to engage in any lawful corporate undertaking, including, but not limited
to, selected mergers and acquisitions. The Company has been in the
developmental stage since inception.
Subsequent to a change in control effected December 17, 2016, the
Company's primary objective is to buy, sell and develop real estate
assets located within the United States. However unlike traditional
real estate investment groups, the Company intends to operate using
cash and little debt. Should the Company at any time require debt
financing to fulfill its business plan, the Company intends to use
short-term loans only.
The Company may develop its business plan through operations or
through a business combination with one or more operating entities.
Any such combination would take the form of a merger, stock-for-stock
exchange or stock-for-assets exchange and be structured to be within
the definition of a tax-free reorganization under Section 351 or
Section 368 of the Internal Revenue Code of 1986, as amended. No
assurances can be given that the Company will be successful
in locating or negotiating with any operating company.
BASIS OF PRESENTATION
The summary of significant accounting policies presented below is designed
to assist in understanding the Company's financial statements. Such financial
statements and accompanying notes are the representations of the Company's
management, who are responsible for their integrity and objectivity. These
accounting policies conform to accounting principles generally accepted in
the United States of America ("GAAP") in all material respects, and have
been consistently applied in preparing the accompanying financial statements.
The Company has not earned any revenue from operations since inception.
Accordingly, the Company's activities have been accounted for as those of
a "Development Stage Enterprise" as set forth in ASC 915, "Development
Stage Entities." Among the disclosures required by ASC 915, are that the
Company's financial statements be identified as those of a development stage
company, and that the statements of operations, stockholders' equity and cash
flows disclose activity since the date of the Company's inception. The Company
chose December 31 as its fiscal year end.
USE OF ESTIMATES
The preparation of financial statements in conformity with GAAP requires
management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements,and the reported amounts
of revenues and expenses during the reportin periods. Actual results could
differ from those estimates.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents include cash on hand and on deposit at banking
institutions as well as all highly liquid short-term investments with original
maturities of 90 days or less. The Company did not have cash equivalents as
of December 31, 2016.
CONCENTRATION OF RISK
Financial instruments that potentially subject the Company to concentrations
of credit risk consist principally of cash. The Company places its cash with
high quality banking institutions. The Company did not have cash balances
in excess of the Federal Deposit Insurance Corporation limit as of December 31,
2016.
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DIVERSE DEVELOPMENT CORPORATION
Notes to Financial Statements
INCOME TAXES
Under ASC 740, "Income Taxes," deferred tax assets and liabilities are
recognized for the future tax consequences attributable to temporary
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. Valuation allowances are established when it is
more likely than not that some or all of the deferred tax assets will not be
realized. As of December 31, 2016 there were no deferred taxes due to the
uncertainty of the realization of net operating loss or carry forward prior
to expiration.
LOSS PER COMMON SHARE
Basic loss per common share excludes dilution and is computed by dividing
net loss by the weighted average number of common shares outstanding
during the period. Diluted loss per common share reflect the potential
dilution that could occur if securities or other contracts to issue common
stock were exercised or converted into common stock or resulted in the
issuance of common stock that then shared in the loss of the entity. As
of December 31, 2016, there are no outstanding dilutive securities.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The Company follows guidance for accounting for fair value measurements of
financial assets and financial liabilities and for fair value measurements
of nonfinancial items that are recognized or disclosed at fair value in the
financial statements on a recurring basis. Additionally, the Company adopted
guidance for fair value measurement related to nonfinancial items that are
recognized and disclosed at fair value in the financial statements on a
nonrecurring basis. The guidance establishes a fair value hierarchy that
prioritizes the inputs to valuation techniques used to measure fair value.
The hierarchy gives the highest priority to unadjusted quoted prices in active
markets for identical assets or liabilities (Level 1 measurements) and the
lowest priority to measurements involving significant unobservable inputs
(Level 3 measurements). The three levels of the fair value hierarchy are as
follows:
Level 1 inputs are quoted prices (unadjusted) in active markets for identical
assets or liabilities that the Company has the ability to access at the
measurement date.
Level 2 inputs are inputs other than quoted prices included within Level 1
that are observable for the asset or liability, either directly or indirectly.
Level 3 inputs are unobservable inputs for the asset or liability.
The carrying amounts of financial assets such as cash approximate their fair
values because of the short maturity of these instruments.
NOTE 2 - GOING CONCERN
The Company has not yet generated any revenue since inception to date and
has sustained operating losses of $6,769 during the period ended December 31,
2016. The Company had a working capital deficit of $5,000 and an accumulated
deficit of $6,769 as of December 31, 2016. The Company's continuation as a
going concern is dependent on its ability to generate sufficient cash flows
from operations to meet its obligations and/or obtaining additional financing
from its members or other sources, as may be required.
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DIVERSE DEVELOPMENT CORPORATION
Notes to Financial Statements
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern; however, the above condition
raises substantial doubt about the Company's ability to do so. The financial
statements do not include any adjustments to reflect the possible future
effects on the recoverability and classification of assets or the amounts and
classifications of liabilities that may result should the Company be unable to
continue as a going concern.
In order to maintain its current level of operations, the Company will require
additional working capital from either cash flow from operations or from the
sale of its equity. However, the Company currently has no commitments
from any third parties for the purchase of its equity. If the Company is unable
to acquire additional working capital, it will be required to significantly
reduce its current level of operations.
NOTE 3 - RECENT ACCOUNTING PRONOUNCEMENTS
In November 2016, the FASB issued Accounting Standards Update No. 2016-18,
"Statement of Cash Flows (Topic 230): Restricted Cash" ("ASU 2016-18").
The new guidance is intended to reduce diversity in practice by adding or
clarifying guidance on classification and presentation of changes in
restricted cash on the statement of cash flows. ASU 2016-18 is effective
for annual and interim periods beginning after December 15, 2017. Early
adoption is permitted. The amendments in this update should be applied
retrospectively to all periods presented. The Company is currently
evaluating the impact of adopting ASU 2016-18, which will only impact
the Company if it has restricted cash in the future.
In August 2016, the FASB issued ASU 2016-15, "Statement of Cash Flows (Topic
230): Classification of Certain Cash Receipts and Cash Payments" ("ASU 2016-
15"). ASU 2016-15 will make eight targeted changes to how cash receipts and
cash payments are presented and classified in the statement of cash flows.
ASU 2016-15 is effective for fiscal years beginning after December 15, 2017.
The new standard will require adoption on a retrospective basis unless it
is impracticable to apply, in which case it would be required to apply the
amendments prospectively as of the earliest date practicable. The Company
is currently in the process of evaluating the impact of ASU 2016-15 on its
condensed financial statements.
In August 2014, the FASB issued ASU No. 2014-15, "Presentation of Financial
Statements Going Concern (Subtopic 205-40): Disclosure of Uncertainties
about an Entity's Ability to Continue as a Going Concern". This standard is
intended to define management's responsibility to evaluate whether there is
substantial doubt about an organization's ability to continue as a going
concern and to provide related footnote disclosures. Under U.S. GAAP,
financial statements are prepared under the presumption that the reporting
organization will continue to operate as a going concern, except in limited
circumstances. Financial reporting under this presumption is commonly
referred to as the going concern basis of accounting. The going concern
basis of accounting is critical to financial reporting because it
establishes the fundamental basis for measuring and classifying assets and
liabilities. Currently, U.S. GAAP lacks guidance about management's
responsibility to evaluate whether there is substantial doubt about the
organization's ability to continue as a going concern or to provide related
footnote disclosures. This ASU provides guidance to an organization's
management, with principles and definitions that are intended to reduce
diversity in the timing and content of disclosures that are commonly
provided by organizations today in the financial statement footnotes.
The amendments are effective for annual periods ending after December 15,
2016, and interim periods within annual periods beginning after December 15,
2016. Early application is permitted for annual or interim reporting periods
for which the financial statements have not previously been issued. The
Company is currently evaluating the impact of this accounting standard.
Other recent accounting pronouncements issued by the FASB (including its
Emerging Issues Task Force) and the United States Securities and Exchange
Commission did not or are not believed by management to have a material
impact on the Company's present or future financial statements.
NOTE 4 ACCRUED LIABILITIES
As of December 31, 2016, the Company had accrued professional fees
of $5,000.
NOTE 5 STOCKHOLDERS' DEFICIT
On April 4, 2016, the Company issued 20,000,000 founders common stock
to two directors and officers pro rata as founder shares for services
rendered to the Company, valued at $0.0001 par value per share, for a
total of $2,000 of which an aggregate of 19,400,000 were contributed
back to the Company on December 17, 2016 for a total valuation of
$1,940. On December 18, 2016, the Company issued 6,100,000 shares of
its common stock to its then new sole officer and director.
The Company is authorized to issue 100,000,000 shares of common stock
and 20,000,000 shares of preferred stock. As of December 31, 2016,
6,700,000 shares of common stock and no preferred stock were issued
and outstanding.
NOTE 6. SUBSEQUENT EVENTS
After the date covered by this report, the Company issued an
aggregate of 415,000 shares of common stock at par to 36 shareholders
pursuant to Section 4(2) of the Securities Act of 1933 as a private
offering of its securities.
On February 21, 2017, the Company filed a registration statement
on Form S-1 pursuant to the Securities Act of 1933 to register
1,015,000 shares of common stock held by the shareholders for
sale by such shareholders.
As of the date of this report, that registration statement is
not effective and no shares have been registered for sale by such
shareholders.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
DIVERSE DEVELOPMENT CORPORATION
By: /s/ Christopher Kiritsis
Christopher Kiritsis, President
Principal executive officer
Dated: April 10, 2017
By: /s/ Christopher Kiritsis
Christopher Kiritsis,
Principal financial officer
Dated: April 10, 2017
Pursuant to the Securities Exchange Act of 1934, this Report has
been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
NAME OFFICE DATE
/s/ Christopher Kiritsis Director April 10, 2017
