0001078782-13-000231.txt : 20130204 0001078782-13-000231.hdr.sgml : 20130204 20130204142749 ACCESSION NUMBER: 0001078782-13-000231 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20130130 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20130204 DATE AS OF CHANGE: 20130204 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Digital Development Group Corp CENTRAL INDEX KEY: 0001379699 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS METAL ORES [1090] IRS NUMBER: 000000000 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-53611 FILM NUMBER: 13569486 BUSINESS ADDRESS: STREET 1: 6630 SUNSET BLVD. CITY: LOS ANGELES, STATE: CA ZIP: 90028 BUSINESS PHONE: 1-800-783-3128 MAIL ADDRESS: STREET 1: 6630 SUNSET BLVD. CITY: LOS ANGELES, STATE: CA ZIP: 90028 FORMER COMPANY: FORMER CONFORMED NAME: Regency Resources, Inc. DATE OF NAME CHANGE: 20061031 8-K 1 f8k020113_8k.htm FORM 8-K CURRENT REPORT FORM 8-K Current Report

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): January 30, 2013



THE DIGITAL DEVELOPMENT GROUP CORP.

(Exact name of registrant as specified in its charter)



NEVADA

 

000-53611

 

98-0515726

(State or other jurisdiction of

incorporation or organization)

 

Commission file number

 

(IRS Employer

Identification No.)



6630 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:


      .

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


      .

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


      .

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


      .

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))




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Item 1.01

Entry Into a Material Definitive Agreement.


Effective January 30, 2013, The Digital Development Group Corp. (the “Company”) entered into a Promissory Note with Martin W. Greenwald, the Company’s Chief Executive Officer, pursuant to which Mr. Greenwald has agreed to loan the Company up to $250,000 to fund Company operations.  The Promissory Note provides that Mr. Greenwald may advance funds to the Company from to time to time, up to the amount of $250,000.  The amounts advanced shall be due within one year from the date of the promissory note and shall accrue interest at 3% per annum.


Item 5.02

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


Re-Pricing of Option Grants


Effective January 30, 2013, the Company approved the re-pricing of all of the 3,370,000 previously granted options under the Company’s 2012 Equity Incentive Plan from $0.451 per share to $0.11 per share.  All of the other terms of the options remained unchanged.  The re-pricing included the following options which were previously granted to the executive officers of the Company:


Officer

Title

Options

Martin W. Greenwald

CEO/Interim CFO

1,000,000

Joe Q. Bretz

President

1,000,000

Alex Frejrud

Chief Creative Director

200,000

Richard Verdoni

Chief Technology Officer

200,000

Kevin Ratcliffe

Chief Marketing Officer

200,000


Option Grants to Executive Officer


On January 30, 2013, the Company granted 200,000 options to Alex Frejrud, the Company’s Chief Creative Director, under the 2012 Plan.  The options for Alex Frejrud (i) have an exercise price of $.11 per share; (ii) vest 1/12 monthly over a period of one year, subject to the continued employment of the officer with the Company, and vest immediately upon a change of control of the Company; (iii) have a 10 year term; and (iv) are subject to the other terms and conditions under the 2012 Plan and grant notices.


Compensation to Martin W. Greenwald


On each of January 21, 2013 and January 28, 2013, the Board of Directors approved the issuance of 300,000 shares of common stock (for a total of 600,000 shares of common stock) to Martin W. Greenwald under the 2013 Equity Incentive Plan as compensation to him under his employment agreement with the Company.


ITEM 9.01

FINANCIAL STATEMENTS AND EXHIBITS


(d) Exhibits

 

No.

Description


10.11

Promissory Note dated January 30, 2013 with Martin W. Greenwald





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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.



 

 

 

 

THE DIGITAL DEVELOPMENT GROUP CORP.

 

 

 

 

 

 

 

 

 

Dated: February 4, 2013

 

 

 

By:

 

/s/  Martin W. Greenwald

 

 

 

 

 

 

 

 

Martin W. Greenwald

Chief Executive Officer




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 EX-10.11 2 f8k020113_ex10z11.htm EXHIBIT 10.11 PROMISSORY NOTE Exhibit 10.11 Promissory Note

PROMISSORY NOTE


Up to $250,000.00

January 30, 2013

 

Los Angeles, California


FOR VALUE RECEIVED, The Digital Development Group Corp., a Nevada corporation ("Maker"), promises to pay to Martin W. Greenwald ("Holder"), or order, at Maker's place of business in Los Angeles, California, the principal amount loaned by Holder to Maker from time to time up to the amount of $250,000.00, as set forth on the attached Loan Schedule, with interest on such amount until paid, at the rate set forth below and payable pursuant to terms and conditions contained herein.  


INTEREST RATE.  The amount of outstanding principal shall bear interest at a rate of three percent (3%) per annum based on the average annual balance of the amount outstanding under the Note.  Interest shall accrue on the principal balance and shall be calculated on the basis of a 365-day year.


TERM.  The term of this Note shall be for a period beginning on the date hereof and ending on the one (1) year anniversary of the date hereof (the "Maturity Date").   The Loan Schedule shall be updated monthly during the term by the President of the Maker to reflect all amounts loaned during the term of the Note.


PAYMENT.  All outstanding principal and interest shall be due and payable on the Maturity Date. Any payment hereunder shall be applied first to the payment of costs and charges of collection, if any, then to accrued in­terest, and the balance, if any, shall be then applied to reduc­tion of principal.  Principal and interest are payable in lawful money of the United States of America.  Maker may prepay this Note in full or in part at any time without a prepayment charge.


DEFAULT/ACCELERATION.  If any one or more of the following events shall occur (hereinafter called an "Event of Default"), namely:  (i) Maker shall fail to make timely payment of any payment here­under and such failure is not cured within five (5) business days of written notice by Holder to Maker; or (ii) Maker shall make an assignment for the benefit of his creditors, or shall file or commence, or have filed or commenced against him any proceeding for any relief under any bankruptcy or insolvency law, or a receiver or trustee shall be appointed for Maker; THEN, upon the occurrence of any such Event of Default, or upon the expiration of the term of this Note, Holder at its election, and without presentment, demand or notice of any kind, all of which are expressly waived by Maker, may declare the entire outstanding balance of principal and interest thereon immediately due and payable, together with all costs of collection, including attorneys' fees, in addition to all of its other rights and remedies, all of which are cumulative.


MISCELLANEOUS.  The terms of this Note shall inure to the benefit of and bind the parties hereto and their successors and assigns.  As used herein the term "Maker" shall include the undersigned Maker and any other person or entity who may subsequently become liable for the payment hereof.  The term "Holder" shall include the named Holder as well as any other person or entity to whom this Note or any interest in this Note is conveyed, transferred or assigned. Each person signing this Note on behalf of Maker represents and warrants that he has full authority to do so and that this Note binds ­Maker.


GOVERNING LAW.  This Note shall be governed by and construed and enforced in accordance with the internal laws of the State of California without giving any effect to principles of conflict of laws.  This Note shall be deemed made and entered into in Los Angeles, California.



MAKER:


The Digital Development Group Corp.



By:  /s/ Joe Q. Bretz

Joe Q. Bretz, President




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