-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LwxmqfFXeZ8M4L5SQCwSLmjfZspPtNpo6uWqSr1UaODPIfxpwLXCXwo9flKPjD0w ig/+ioeMyn0wWWfGU0oUwA== 0001004878-10-000088.txt : 20100517 0001004878-10-000088.hdr.sgml : 20100517 20100517133450 ACCESSION NUMBER: 0001004878-10-000088 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20100331 FILED AS OF DATE: 20100517 DATE AS OF CHANGE: 20100517 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Digital Development Partners, Inc. CENTRAL INDEX KEY: 0001409999 STANDARD INDUSTRIAL CLASSIFICATION: GOLD & SILVER ORES [1040] IRS NUMBER: 980521119 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-52828 FILM NUMBER: 10837241 BUSINESS ADDRESS: STREET 1: 58 1/2 NORTH LEXINGTON AVE. CITY: ASHEVILLE STATE: NC ZIP: 28801 BUSINESS PHONE: (828) 225-8124 MAIL ADDRESS: STREET 1: 58 1/2 NORTH LEXINGTON AVE. CITY: ASHEVILLE STATE: NC ZIP: 28801 FORMER COMPANY: FORMER CONFORMED NAME: Cyprium Resources Inc. DATE OF NAME CHANGE: 20070816 10-Q 1 march10q5-10.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q |X| Quarterly Report Pursuant To Section 13 Or 15(D) Of The Securities Exchange Act Of 1934 For the quarterly period ended March 31, 2010 |_| Transition Report Under Section 13 Or 15(D) Of The Securities Exchange Act Of 1934 For the transition period from __________ to __________ Commission File Number: 000-52828 DIGITAL DEVELOPMENT PARTNERS, INC. ------------------------------------------ (Exact name of registrant as specified in its charter) NEVADA 98-0521119 ---------------------------- ------------------------------------- (State or other jurisdiction (I.R.S. Employer Identification No.) of incorporation or organization) 17800 Castleton St., Suite 300 City of Industry, CA 91748 ----------------------------------------- (Address of principal executive offices, including Zip Code) (626) 581-3335 -------------------------------------- (Issuer's telephone number, including area code) (Former name or former address if changed since last report) Check whether the issuer (1) filed all reports required to be filed by section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [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 (ss.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 whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company. See the definitions of "large accelerated filer," "accelerated filer," "non-accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act. Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] Smaller reporting company [x] Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [x] State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 85,970,665 shares of common stock as of May 10, 2010. Digital Development Partners, Inc. (A Development Stage Company) Balance Sheet as at March 31, December 31, 2010 2009 ------------ ------------ (Unaudited) ASSETS Current Assets Cash $ - $ 21,561 Stock Option - 100,000 EFT Project 8,030,492 - ------------ ------------ 8,030,492 121,561 Other Assets Goodwill 5,000 5,000 ------------ ------------ $ 8,035,492 $ 126,561 ============ ============ LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities Bank Overdraft $ 117 $ - Accounts Payable - 100,000 ------------ ------------ $ 117 $ 100,000 Stockholders' Equity Common Stock, $0.001 par value; authorized 225,000,000 shares; issued and outstanding 26,586,000 shares as at December 31, 2008, 85,970,665 shares as at March 31, 2010 85,971 26,586 Additional Paid-In Capital 8,281,596 228,014 Deficit accumulated during the development stage (332,192) (228,039) ------------ ------------ Total Stockholders' Equity 8,035,375 26,561 ------------ ------------ $ 8,035,492 $ 126,561 ============ ============ The accompanying notes are an integral part of these financial statements. 1 DIGITAL DEVELOPMENT PARTNERS, INC. (A Development Stage Company) Statement of Operations (Unaudited) For the For the Period Three Months Ended of Inception March 31, Jan. 1, 2007 ------------------- to Mar. 31, 2010 2009 2010 ---- ---- ------------- Revenue $ 1,200 $ - $ 1,200 Cost of Sales - - - ----------- ----------- ----------- Operating Income 1,200 - 1,200 ----------- ----------- ----------- General and Administrative Expenses: Mining Leases - - 15,650 Advertising 2,383 - 2,383 Consulting 41,445 2,671 161,176 Professional Fees 35,104 500 102,755 Licenses & Permits - - 750 Project Related Costs 11,147 - 14,151 Transfer Fees - - 2,623 Other Administrative Expenses 15,274 13 33,904 ----------- ----------- ----------- Total General and Administrative Expenses 105,353 3,184 333,392 ----------- ----------- ----------- Net Loss from Operations $ (104,153) $ (3,184) $ (332,192) =========== =========== =========== Loss Per Common Share: Basic and Diluted $ (0.004) $ (0.000) =========== =========== Weighted Average Shares Outstanding, Basic and Diluted: 26,788,473 10,875,000 =========== =========== The accompanying notes are an integral part of these financial statements. 2 DIGITAL DEVELOPMENT PARTNERS, INC. (A Development Stage Company) Statement of Cash Flows (Unaudited) For the For the Period Three Months Ended of Inception March 31, Jan. 1, 2007 ------------------- to Mar. 31, 2010 2009 2010 ---- ---- ------------- Cash flows from operating activities: Net loss $ (104,153) $ (3,184) $ (332,192) Adjustments to reconcile net loss to net cash used by operating activities: Non cash issue of stock for services 11,467 11,467 Non cash issue of stock for investment 7,926,500 7,926,500 Non cash issue of stock for debt 100,000 100,000 Non cash issue of stock for subsidiary 5,000 Change in operating assets and liabilities: Accounts payable, accrued liabilities (100,000) (225) ----------- ----------- ----------- Net cash (used by) operating activities 7,833,814 (3,409) 7,710,775 ----------- ----------- ----------- Cash flows from investing activities Investment in EFT Project (8,030,492) (8,030,492) Stock Option 100,000 Investment in Subsidiary (5,000) ----------- ----------- ----------- Net cash (used by) investing activities (7,930,492) - (8,035,492) ----------- ----------- ----------- Cash flows from financing activities: Common stock issued for cash 219,500 Contributed Capital 75,000 80,100 Warrants issued for cash 25,000 ----------- ----------- ----------- Net cash provided by financing activities 75,000 - 324,600 ----------- ----------- ----------- Net increase (decrease) in cash (21,678) (3,409) (117) Cash, beginning of the period 21,561 $ 3,409 - ----------- ----------- ----------- Cash, end of the period $ (117) $ - $ (117) =========== =========== =========== Supplemental cash flow disclosure: Interest paid $ - $ - $ - ============= =========== ============= Taxes paid $ - $ - $ - ============= =========== ============= The accompanying notes are an integral part of these financial statements. 3 DIGITAL DEVELOPMENT PARTNERS, INC. (A Development Stage Company) Statement of Stockholders' Equity For the period from Inception (January 1, 2007) to March 31,2010 (Unaudited) Deficit Common Stock Accumulated Total ------------------------------- Additional during the Shareholders' Number of Paid-In Development Equity Shares Amount Capital Stage (Deficit) --------- --------- ---------- ----------- ------------- Inception, January 1, 2007 - $ - $ - $ - $ - Common stock issued for cash, Jan. 10, 2007 @ $0.01 per share 4,500,000 4,500 10,500 15,000 Common stock issued for cash, May, 2007 @ $0.02 per share 3,975,000 3,975 22,525 26,500 Common stock issued for cash, June, 2007 @ $0.02 per share 2,400,000 2,400 13,600 16,000 Net loss for the year ended December 31, 2007 (36,063) (36,063) ----------- ----------- ----------- ----------- ----------- Balances, December 31, 2007 10,875,000 $ 10,875 $ 46,625 $ (36,063) $ 21,437 Capital contributed Nov. 26, 2008 5,000 5,000 Net loss for year ended Dec.31, 2008 (23,253) (23,253) ----------- ----------- ----------- ----------- ----------- Balances, December 31, 2008 10,875,000 $ 10,875 $ 51,625 $ (59,316) $ 3,184 Capital contributed August 1, 2009 100 100 Stock Issued for purchase of subsidiary Aug 3, 2009 @ $0.0033/share 15,495,000 15,495 (10,495) 5,000 Sale of warrant @ $25,000 Aug.3, 2009 25,000 25,000 Common stock issued for cash Dec. 31, 2009 @ $0.75 per share. 216,000 216 161,784 162,000 Net loss for year ended Dec.31, 2009 (168,723) (168,723) ----------- ----------- ----------- ----------- ----------- Balances, September 30, 2009 26,586,000 $ 26,586 $ 228,014 $ (228,039) $ 26,561 Capital Contributed Feb. 2, 2010 75,000 75,000 January 5, 2010 Stock issued for debt 100,000 100 99,900 100,000 Common Stock issued for services @ $0.10 per share Feb. 2, 2010 114,665 115 11,352 11,467 Stock issued per Agreement with EFT Biotech Holdings, Inc. Feb. 18, 2010 @ $0.10 per share 79,265,000 79,265 7,847,235 7,926,500 Common Stock returned to Treasury and cancelled Feb. 22, 2010 (20,095,000) (20,095) 20,095 - Net loss for 3 mo. ended Mar.31, 2010 (104,153) (104,153) ----------- ----------- ----------- ----------- ----------- Balances, March 31, 2010 85,970,665 $ 85,971 $8,281,596 $ (332,192) $8,035,375 =========== =========== =========== =========== ===========
The accompanying notes are an integral part of these financial statements. 4 DIGITAL DEVELOPMENT PARTNERS INC. (A Development Stage Company) NOTES TO FINANCIAL STATEMENTS MARCH 31, 2010 (Unaudited) 1. Basis of Presentation and Nature of Operations These unaudited interim financial statements as of and for the three months ended March 31, 2010 reflect all adjustments which, in the opinion of management, are necessary to fairly state the Company's financial position and the results of its operations for the periods presented, in accordance with the accounting principles generally accepted in the United States of America. All adjustments are of a normal recurring nature. These unaudited interim financial statements should be read in conjunction with the Company's financial statements and notes thereto included in the Company's fiscal year end December 31, 2009 report. The Company assumes that the users of the interim financial information herein have read, or have access to, the audited financial statements for the preceding period, and that the adequacy of additional disclosure needed for a fair presentation may be determined in that context. The results of operations for the three month period ended March 31, 2010 are not necessarily indicative of results for the entire year ending December 31, 2010. A majority of the shares of the Company's subsidiary, YuDeal, Inc., were disposed of during the first three months of the fiscal year. The remainder of the YuDeal shares are earmarked for distribution to Company stockholders. The Company does not intend to exercise its stockholder rights in the interim, therefore its minority interest is not recorded in the financial statements. The Statement of Operations represents combined activity during the consolidated period, to the date of disposal of YuDeal Stock. Organization The Company was incorporated as Cyprium Resources, Inc. under the laws of the State of StateplaceNevada December 22, 2006. The company was originally formed for mineral exploration in the country-regionplaceUnited States. On May 19, 2009 the name was changed to Digital Development Partners, Inc. Current Business of the Corporation In January, 2007 the Company entered into a 20 year lease agreement with the owner of 10 mining claims situated in Utah, known as the King claims. The lease was maintained current through September 30, 2008, however mining activities were limited. The lease was terminated by mutual agreement in November 2008. On August 3, 2009 the Company acquired all of the outstanding stock of 4gDeals Inc., a private StateplaceNevada corporation, through the issue of 15,495,000 shares of the Company's common stock. 4gDeals Inc. changed its name in 2009 to Yu Deal Inc. YuDeal is a development stage company soliciting merchants for contracts for the use of its web based system for issuing coupons to customers on-line. 5 On November 11, 2009 the Company purchased an option to buy all the membership interests in Top Floor Studio Inc., a private Pennsylvania Limited Liability Corporation, through the issue of 100,000 shares of Company stock to the principal of Top Floor Studio. Top Floor Studio, a web design company, began working with YuDeal, Inc. on web marketing of YuDeal's product. On February 17, 2010 the Company adopted a reorganization plan 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. Accordingly on February 17, 2010 an agreement was signed with 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 including Hong Kong. Its 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. Coincidentally 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. Pursuant to the plan, in February, 2010 the option on Top Floor Studio was exchanged with YuDeal, Inc. for 2,480,066 shares of YuDeal common stock. On February 22, 2010, pursuant to the plan, 2,009,501 shares of YuDeal common stock held by the Company following the exchange with YuDeal Inc., were in turn exchanged for Company stock owned by four stockholders of the company. These included the former president and Secretary of the Company and the Chief Operating Officer of Top Floor Studio, Inc. The exchange was on a 10 for 1 basis: one YuDeal share for ten Company shares. This resulted in 20,095,000 Company shares being returned to Treasury, which were then cancelled. Following these transactions, the Company held a residual of 670,565 shares of YuDeal Inc. According to the plan of reorganization, these shares are earmarked for distribution to Company stockholders on the basis of one share of YuDeal, Inc. for every ten shares of Company stock held. 2. Summary of Significant Accounting Policies Use of Estimates - ---------------- The preparation of financial statements in conformity with accounting principles generally accepted in the country-regionplaceUnited 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. Significant estimates made by management are, among others, realizability of long-lived assets and deferred taxes. 6 Cash and equivalents - -------------------- Cash and equivalents include investments with initial maturities of three months or less. Fair Value of Financial Instruments - ----------------------------------- The Financial Accounting Standards Board issued Statement of Financial Accounting Standards ("SFAS") No. 107, "Disclosures About Fair Value of Financial Instruments." SFAS No. 107 requires disclosure of fair value information about financial instruments when it is practicable to estimate that value. The carrying amounts of the Company's financial instruments as of March 31, 2010 approximate their respective fair values because of the short-term nature of these instruments. Such instruments consist of cash, accounts payable and accrued expenses. The fair value of related party payables is not determinable. Income Taxes - ------------ The Company utilizes SFAS No. 109, "Accounting for Income Taxes," which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on the difference between the tax basis of assets and liabilities and their financial reporting amounts based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. The Company generated a deferred tax credit through net operating loss carryforward. However, a valuation allowance of 100% has been established, as the realization of the deferred tax credits is not reasonably certain, based on going concern considerations outlined as follows. Recent Accounting Pronouncements - -------------------------------- In May, 2009, the FASB issued SFAS No. 165, Subsequent Events, which established general accounting standards and disclosure for subsequent events. In accordance with SFAS No. 165, the Company has evaluated subsequent events through the date the financial statements were filed. In June, 2009, the FASB issued SFAS No. 168 - The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles - a replacement of FASB Statement No. 162. SFAS 168 establishes the FASB Accounting Standards Codification as the single source of authoritative US generally accepted accounting principles recognized by the FASB to be applied to nongovernmental entities. SFAS 168 is effective for financial statements issued for interim and annual periods ending after September 15, 2009. The adoption of SFAS 168 will not have an impact on the Company's financial position, results of operations or cash flows. 7 Going Concern - ------------- The Company's financial statements are prepared using accounting principles generally accepted in the country-regionplaceUnited 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 to allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease development of operations. The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish its plans to eventually secure sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amount and classifications or liabilities or other adjustments that might be necessary should the Company be unable to continue as a going concern. Development-Stage Company - ------------------------- The Company is considered a development-stage company, with limited operating revenues during the periods presented, as defined by Statement of Financial Accounting Standards ("SFAS") No. 7. SFAS. No. 7 requires companies to report their operations, shareholders deficit and cash flows since inception through the date that revenues are generated from management's intended operations, among other things. Management has defined inception as January 1, 2007. Since inception, the Company has incurred an operating loss of $332,192. The Company's working capital has been generated through the sales of common stock and warrants. Management has provided financial data since January 1, 2007, "Inception" in the financial statements, as a means to provide readers of the Comp financial information to make informed investment decisions. Basic and Diluted Net Loss Per Share - ------------------------------------ Net loss per share is calculated in accordance with SFAS 128, Earning Share for the period presented. Basic net loss per share is based Per the weighted average number of common shares outstanding. Dilute upon loss per share is based on the assumption that all dilative conver net shares and stock options were converted or exercised. Dilutiosible computed by applying the treasury stock method. Under this me is options and warrants are assumed exercised at the beginning of the pdhod, (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period. As of March 31, 2010 the Company has potentially dilutive securities in outstanding warrants for the purchase of 2,666,330,000 shares of common stock. Since the Company is in a loss position the warrants are anti-dilutive and not considered in the calculation. The following is a reconciliation of the numerator and denominator of the basic and diluted earnings per share computations for the three months ended March 31, 2010 and 2009: 8 2010 2009 ---- ---- Numerator: ---------- Basic and diluted net loss per share: Net Loss $(104,153) $ (3,184) Denominator ----------- Basic and diluted weighted average number of shares outstanding 26,788,473 10,875,000 Basic and Diluted Net Loss Per Share $ (0.004) $ (0.000) ------------------------------------ 3. Capital Stock Common Stock Issues - ------------------- On January 5, 2010 the Company issued 100,000 shares of common stock to the principal of Top Floor Studio Inc. in payment for the option to buy all the membership interests of that company, pursuant to an agreement signed November 11, 2009. On February 2, 2010 the Company issued 114,665 shares of common stock for services, at $0.10 per share, representing the market price of the stock. An expense of $11,467 was recorded. The shares were accompanied by an equal number of Series A and Series B warrants. The Series A warrants entitle the holder to purchase one share of the Corporation's common stock at a price of $1.00 per share at any time on or before September 30, 2014. The Series B warrants are similar, the strike price being $1.25. On February 18, 2010 the Company issued 79,265,000 shares of common stock to EFT Biotech Holdings, Inc. pursuant to an agreement to purchase the worldwide distribution and servicing rights of the EFT-Phone system. On February 22, 2010, 20,095,000 shares of Company stock were returned to Treasury and cancelled, pursuant to an agreement to exchange the stock for 2,009,501 shares of subsidiary YuDeal, Inc. As at December 31, 2009 the Company was authorized to issue 225,000,000 common shares, of which 85,970,665 were issued and outstanding. 4. Subsequent Events 0 670,565 Shares of YuDeal Inc. held by the Company were subsequently issued to stockholders, per the plan of reorganization. 9 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operation The Company was incorporated in December 2006. During the period from its incorporation through March 15, 2010 the Company has not generated any revenue. In January 2007 the Company leased ten mining claims from an unrelated third party. These claims were located in Piute County, Utah. The mining lease was for a twenty-year term and required the Company to pay a royalty to the lessor equal to 2.5% of the net smelter returns from the sale of any minerals extracted from the claims. Minimum royalty payments of $4,500 were also required each year during the term of the lease. On November 1, 2008 the mining lease was terminated by the mutual agreement of the Company and the lessor. Between November 2008 and March 2009 the Company did not conduct any business. On January 15, 2009 Jeffrey A. Collins purchased 1,500,000 shares of the Company's common stock from Consultants & Risk Management, Inc. At that time, the 1,500,000 shares purchased by Mr. Collins represented approximately 42% of the Company's common stock and Consultants & Risk Management, Inc. was controlled by the Company's sole officer and director, Richard Shea. Contemporaneous with the sale, Richard Shea resigned as an officer and director of the Company and Jeffrey Collins was appointed as the sole officer and director of the Company. On May 19, 2009 Jeffrey Collins, the Company's sole director: o in accordance with Section 78.207 of the Nevada Revised Statutes, approved a resolution approving a 3-for-1 forward stock split and increasing the Company's authorized capitalization to 225,000,000 shares of common stock; and o in accordance with Section 92A.180 of the Nevada revised statutes, approved a resolution changing the Company's name to Digital Development Partners, Inc. Prior to May 19, 2009 the Company had an authorized capitalization of 75,000,000 shares of common stock and had 3,625,000 outstanding shares of common stock. Following the forward split, the Company had 10,875,000 outstanding shares of common stock. The forward stock split and the name change became effective on the OTC Bulleting Board on June 29, 2009. On August 3, 2009 the Company acquired all of the outstanding shares of 4gDeals, Inc. for 15,495,000 shares of the Company's common stock. At the time, Isaac Roberts was the President and a director of 4gDeals and Ravikumar Nandagopalan was the Secretary, Treasurer and a director of 4gDeals. 10 In connection with the acquisition: o Jeffrey Collins resigned as the Company's sole officer and director; o Isaac Roberts was appointed the Company's President and a director; o Ravikumar Nandagopalan was appointed the Company's Secretary and Treasurer and a director; o Jeffrey Collins sold 4,500,000 shares (as adjusted for the June 2009 forward stock split) of the Company's common stock to Isaac Roberts for a nominal price; and o the Company issued Mr. Collins a warrant which allows Mr. Collins to acquire up to 2,000,000 shares of the Company's common stock at a price of $1.00 per share at any time prior to June 1, 2014. These warrants were subsequently assigned by Mr. Collins to unrelated third parties. Between September 30 and November 4, 2009 the Company sold 216,000 Units to private investors at a price of $0.75 per Unit. Each Unit consisted of one share of the Company's common stock, one Series A Warrant and one Series B Warrant. Each Series A Warrant entitles the holder to purchase one share of the Company's common stock at a price of $1.00 per share. Each Series B Warrant entitles the holder to purchase one share of the Company's common stock at a price of $1.25 per share. The Series A and B Warrants expire on September 30, 2014. In November 2009 the Company issued 100,000 shares of its common stock in consideration for an option to acquire TopFloor Studios LLC. TopFloor Studios is a privately held company engaged in website design. On December 18, 2009 James McMahon was appointed the Company's Chief Operating Officer and a director. On December 18, 2009 4gDeal's articles of incorporation were amended to change the name of 4gDeals to YuDeal, Inc. YuDeal is developing a software based network which will allow restaurants, merchants and service providers to send text messages to customers advising the customer of discounts or other promotional offers. Through YuDeal's network, the customer will be able to accept or counter the restaurant, merchant or service provider's offer until the restaurant, merchant or service provider agree on a new discount or promotional offer. The text message containing the agreed upon discount or promotional offer will contain a code that will allow the customer to obtain the discount or promotional offer. Establishments using this network will be able to notify customers rapidly of discounts and promotional offers and will avoid the time and cost of publishing the discount or promotional offer in newspapers, or other traditional forms of media including the internet. In February 2010 the Company determined that its existing capital structure would impair its ability to raise the capital required to further the development of YuDeal's network. Accordingly, the Company adopted a reorganization plan which: 11 o involved the distribution of its shares in YuDeal to the Company's shareholders; and o the acquisition of new line of technology which has the prospect of being the core of a commercially viable business. Consistent with its reorganization plan, on February 18, 2010 the Company's directors approved an agreement between the Company and EFT Biotech 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 $300 (plus $30 for shipping and handling fees), the customer becomes an "Affiliate". As of March 31, 2010, EFT had approximately 980,000 Affiliates, a majority of which are located in China and Hong Kong. EFT's common stock trades on the OTC Pink Sheets under the ticker symbol "EFTB." The EFT-Phone consists of a cell phone which uses the Microsoft Operating System. The phone will be manufactured by Noble Oriental Technology Co., Ltd. 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 EFT-Phone will have educational applications and PowerPoint presentation capability for recruiting and 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. In connection with the agreement between the Company and EFT: o Isaac Roberts resigned as the Company's President and a director; o Ravikumar Nandagopalan resigned as the Company's Secretary, Treasurer and a director; o James McMahon resigned as the Company's Chief Operating Officer and a director; and o Jack Jie Qin was appointed as the Company's sole director. 12 As part of its reorganization plan, the Company: o assigned its option to purchase TopFloor Studios LLC to YuDeal in exchange for 2,580,066 shares of YuDeal's common stock, and o the following persons exchanged all of their shares of the Company's common stock for shares of YuDeal's common stock: Shares of Company's Shares of YuDeal's common common stock exchanged stock received in exchange for shares for name shares of YuDeal of the Company's common stock ------------------------- ------------------------------------- Isaac Roberts 16,295,925 1,629,593 Ravikumar Nandagopalan 3,499,125 349,913 Christopher Killen 199,950 19,995 Ty Hallock 100,000 10,000
Following the transactions described above, the Company owned 670,565 shares of YuDeal. On April 20, 2010 these 670,565 shares were distributed to the Company's shareholders, with the exception of EFT, which did not participate in the distribution, on the basis of one share of YuDeal for every ten outstanding shares of the Company's common stock owned. YuDeal plans to sell shares of its capital stock to fund its operations. Accordingly, the 670,565 shares of YuDeal which were distributed to the Company's shareholders are expected to represent less than 10% of YuDeal's outstanding shares. The Company plans to manufacture and begin the marketing of approximately 5,000 EFT-Phones by May 31, 2010. The Company estimates that each EFT-Phone will cost approximately $200 to manufacture. The Company is in the development stage and has not generated any revenue. The Company needs capital to implement its business plan. The Company will attempt to raise capital through the private sale of its common stock or other securities. As of April 30, 2010 the Company did not have any full time employees. Item 4T. Controls and Procedures. (a) The Company maintains a system of controls and procedures designed to ensure that information required to be disclosed in reports filed or submitted under the Securities Exchange Act of 1934, as amended ("1934 Act"), is recorded, processed, summarized and reported, within time periods specified in the SEC's rules and forms and to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act, is accumulated and communicated to the Company's management, including its Principal Executive and Financial Officer, as appropriate to allow timely decisions regarding required disclosure. As of March 31, 2010, the Company's Principal Executive and Financial Officer evaluated the effectiveness of the 13 design and operation of the Company's disclosure controls and procedures. Based on that evaluation, the Principal Executive and Financial Officer concluded that the Company's disclosure controls and procedures were effective. (b) Changes in Internal Controls. There were no changes in the Company's internal control over financial reporting during the quarter ended March 31, 2010, that materially affected, or are reasonably likely to materially affect, its internal control over financial reporting. 14 PART II Item 2. Unregistered Sales of Equity Securities and Use of Proceeds During the three months ended March 31, 2010 the Company issued: o 100,000 shares of its common stock as consideration for an option to acquire TopFloor Studios, LLC. o 114,665 shares of its common stock to its then Chief Executive Officer and another party for services rendered. o 79,265,000 shares of its common stock to EFT BioTech Holdings, Inc. in consideration of the assignment to the Company of the worldwide distribution and marketing rights to a product known as the EFT Phone. The Company relied upon the exemption provided by Section 4(2) of the Securities Act of 1933 with respect to the sales above. The persons who acquired the shares were sophisticated investors and were provided full information regarding the Company. There was no general solicitation in connection with the offer or sale of the shares. The persons who acquired the shares acquired them for their own accounts. The certificates representing shares of common stock and will bear a restricted legend providing that they cannot be sold except pursuant to an effective registration statement or an exemption from registration. Item 6. Exhibits Exhibits 31.1 Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32 Certification pursuant to Section 906 of the Sarbanes-Oxley Act. 15 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. DIGITAL DEVELOPMENT PARTNERS, INC. May 14, 2010 By: /s/ Jack Jie Qin ------------------------------ Jack Jie Qin, President and Principal Executive, Financial and Accounting Officer 16 EX-31 2 march10q5-10ex31.txt EXHIBIT 31 CERTIFICATIONS I, Jack Jie Qin, certify that; 1. I have reviewed this quarterly report on Form 10-Q of Digital Development Partners, Inc.; 2. Based on my knowledge, this report, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, no misleading with respect to the period covered by the report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is make known to us by others within those entities, particularly during the period in which this report is being prepared; b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provided reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. May 14, 2010 By: /s/ Jack Jie Qin ---------------------------- Jack Jie Qin, Principal Executive Officer CERTIFICATIONS I, Jack Jie Qin, certify that; 1. I have reviewed this quarterly report on Form 10-Q of Digital Development Partners, Inc.; 2. Based on my knowledge, this report, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, no misleading with respect to the period covered by the report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is make known to us by others within those entities, particularly during the period in which this report is being prepared; b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provided reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. May 14, 2010 By: /s/ Jack Jie Qin ---------------------------- Jack Jie Qin, Principal Financial Officer EX-32 3 march10q5-10ex32.txt EXHIBIT 32 In connection with the Quarterly Report of Digital Development Partners, Inc. (the "Company") on Form 10-Q for the period ending March 31, 2010 as filed with the Securities and Exchange Commission (the "Report"), Jack Jie Qin, the Principal Executive and Financial Officer of the Company, certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of his knowledge: (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects the financial condition and results of the Company. May 14, 2010 By: /s/ Jack Jie Qin --------------------------------- Jack Jie Qin, Principal Executive and Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----