SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2016
OR
¨ 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 | 000-55483 |
DIGITAL DONATIONS TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Delaware | 47-4485832 |
(State or other jurisdiction of | (I.R.S. Employer |
incorporation or organization) | Identification No.) |
68 South Service Road, Suite 100
Melville, New York 11747
(Address of Principal Executive Offices)
631-465-2163
(Registrant's Telephone Number)
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.
Yes x 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" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer ¨ | Accelerated Filer ¨ |
Non-accelerated filer ¨ | Smaller reporting company x |
(do not check if a smaller reporting company) |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes x No ¨
Indicate the number of shares outstanding of each of the issuer's classes of stock, as of the latest practicable date.
Class | Outstanding at |
December 19, 2016 | |
Common Stock, par value $0.0001 | 85,214,794 |
Documents incorporated by reference: | None |
FINANCIAL STATEMENTS
DIGITAL DONATIONS TECHNOLOGIES, INC.
BALANCE SHEETS
June 30, | December 31, | |||||||
2016 | 2015 | |||||||
(Unaudited) | * | |||||||
ASSETS | ||||||||
Current assets | ||||||||
Cash | $ | - | $ | - | ||||
Total assets | $ | - | $ | - | ||||
LIABILITIES AND STOCKHOLDERS' DEFICIT | ||||||||
Current liabilities | ||||||||
Accrued liabilities | $ | 1,118 | $ | 750 | ||||
Total liabilities | 1,118 | 750 | ||||||
Stockholders' Equity | ||||||||
Preferred stock, $0.0001 par value 20,000,000 shares authorized; none issued and outstanding | - | - | ||||||
Common Stock, $0.0001 par value, 100,000,000 shares authorized; 5,500,000 and 20,000,000 shares issued and outstanding as of June 30, 2016 and December 31, 2015, respectively | 550 | 2,000 | ||||||
Discount on Common Stock | - | (2,000 | ) | |||||
Additional paid-in capital | 1,369 | 312 | ||||||
Accumulated deficit | (3,037 | ) | (1,062 | ) | ||||
Total stockholders' deficit | (1,118 | ) | (750 | ) | ||||
Total liabilities and stockholders' deficit | $ | - | $ | - |
*Derived from audited information
The accompanying notes are an integral part of these financial statements.
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DIGITAL DONATIONS TECHNOLOGIES, INC.
CONDENSED STATEMENT OF OPERATIONS
(UNAUDITED)
For the Three Months Ended June 30, 2016 | For the Six Months Ended June 30, 2016 | For the Period from May 21, 2015 (inception) to June 30 2015 | ||||||||||
Revenue | $ | - | $ | - | $ | - | ||||||
Cost of revenues | - | - | - | |||||||||
Gross profit | - | - | - | |||||||||
Operating expenses | 118 | 1,975 | 312 | |||||||||
Operating loss | (118 | ) | (1,975 | ) | (312 | ) | ||||||
Loss before income taxes | (118 | ) | (1,975 | ) | (312 | ) | ||||||
Income tax expense | - | - | - | |||||||||
Net loss | $ | (118 | ) | $ | (1,975 | ) | $ | (312 | ) | |||
Loss per share – basic and diluted | $ | - | $ | - | $ | - | ||||||
Weighted average shares – basic and diluted | 5,500,000 | 6,030,220 | 20,000,000 |
The accompanying notes are an integral part of these financial statements.
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DIGITAL DONATIONS TECHNOLOGIES, INC.
STATEMENT OF CASH FLOWS
(UNAUDITED)
For the six months ended June 30, 2016 | For the Period from May 21, 2015 (inception) to June 30 2015 | |||||||
OPERATING ACTIVITIES | ||||||||
Net loss | $ | (1,975 | ) | $ | (312 | ) | ||
Non-cash adjustments to reconcile net loss to net cash: | ||||||||
Expenses paid for by stockholder and contributed as capital | 1,607 | |||||||
Changes in Operating Assets and Liabilities: | ||||||||
Accrued liability | 368 | 312 | ||||||
Net cash provided by (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 DISCLOSURES: | ||||||||
Cash paid during the period for: | ||||||||
Income tax | $ | - | $ | - | ||||
Interest | $ | - | $ | - |
The accompanying notes are an integral part of these financial statements.
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DIGITAL DONATIONS TECHNOLOGIES, INC.
Notes to Unaudited Condensed Financial Statements
NOTE 1 - NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
NATURE OF OPERATIONS
Digital Donations Technologies, Inc. (formerly Fishing Ridge Acquisition Corporation) (the "Company") was incorporated on May 21, 2015 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 and its operations to date have been limited to issuing shares to its original shareholders, filing a registration statement on Form 10 and effecting a change in control.
On January 7, 2016, the Company effected a change in control by effecting the following transactions:
The Company redeemed an aggregate of 19,500,000 of the then 20,000,000 shares of outstanding common.
James M. Cassidy resigned as the Company's president, secretary and director and James McKillop resigned as the Company's vice president and director.
Keith Orlean and Jeffrey Marder were named directors of the Company and Mr. Orlean was appointed Chief Executive Officer and Treasurer of the Company and Mr. Marder was appointed President of the Company.
On January 8, 2016 the Company issued an aggregate of 5,000,000 shares of its common stock as follows:
2,500,000 shares | Keith Orlean |
2,500,000 shares | Jeffrey Marder |
The Company entered into a business combination with, Digital Donations, Inc. (“DDI”), which has resulted in the combination of DDI with the Company through the issuance of 79,084,807 shares of Company common stock to the shareholders of DDI on a one-for-one basis in exchange for their shares in DDI. See further in Note 5 – Subsequent Events below.
Through its subsidiary, DDI, the Company intends to develop and distribute creative and innovative fund raising technology and provide payment processing solutions connecting charities and foundations with the consumer and corporate America. The Registrant anticipates developing fund raising solutions that will expand and enhance the way charities and foundations reach donors. The Registrant perceives that through the process of integrating a donation request as part of a financial transaction, retailers, e-tailers, ATM owners and service providers will have the ability to create new, or enhance existing, cause marketing programs.
BASIS OF PRESENTATION
The summary of significant accounting policies presented below is designed to assist in understanding the Company's unaudited condensed financial statements. Such unaudited condensed 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 unaudited condensed financial statements.
The accompanying unaudited financial statements have been prepared in accordance with the condensing rules for interim financial information and with the instructions for Form 10-Q and Article 210 8-03 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. All such adjustments are of a normal recurring nature. Operating results for the three and nine months ended September 30, 2016, are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2016. For further information, refer to the financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015 as filed with the Securities and Exchange Commission on April 13, 2016.
USE OF ESTIMATES
The preparation of unaudited condensed 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 condensed financial statements, and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.
CASH
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 or cash equivalents as of June 30, 2016.
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DIGITAL DONATIONS TECHNOLOGIES, INC.
Notes to Unaudited Condensed 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 June 30, 2016 there were no deferred tax assets recorded 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 June 30, 2016, there were no outstanding dilutive securities.
RECENT ACCOUNTING PRONOUNCEMENTS
In June 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update 2016-13 (ASU 2016-13), Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. ASU 2016-13 amends the impairment model to utilize an expected loss methodology in place of the currently used incurred loss methodology, which will result in the more timely recognition of losses. ASU 2016-13 is effective for public entities with fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. We are currently evaluating the impact the adoption of this standard will have on our financial statements.
In March 2016, the FASB issued Accounting Standards Update No. 2016-09 (ASU 2016-09), Improvements to Employee Share-Based Payment Accounting. ASU 2016-09 simplifies several aspects of the accounting for share-based payment award transactions including a) income tax consequences; b) classification of awards as either equity or liabilities; and c) classification on the statement of cash flows. ASU 2016-09 is effective for public entities in the fiscal years beginning after December 15, 2016, and for interim periods within those fiscal years. We are currently evaluating the impact the adoption of this standard will have on our financial statements.
In February 2016, the FASB issued Accounting Standards Update No. 2016-02 (ASU 2016-02), Leases (Topic 842). ASU 2016-02 requires lessees to recognize a right-of-use asset and lease liability in the balance sheet for all leases, including operating leases, with terms of more than twelve months. Recognition, measurement and presentation of expenses and cash flows from a lease by a lessee have not significantly changed from previous guidance. The principal difference from previous guidance is that the lease assets and lease liabilities arising from operating leases should be recognized in the balance sheet. The amendments also require qualitative disclosures along with specific quantitative disclosures. The new guidance will be effective for fiscal years beginning after December 15, 2018, and interim periods within those years, with early adoption permitted. We are currently evaluating the impact the adoption of this standard will have on our financial statements.
On November 20, 2015, FASB issued ASU-2015-17-Income Taxes. The Board is issuing this Update as part of its initiative to reduce complexity in accounting standards (the Simplification Initiative). The objective of the Simplification Initiative is to identify, evaluate, and improve areas of generally accepted accounting principles (GAAP) for which cost and complexity can be reduced while maintaining or improving the usefulness of the information provided to users of financial statements. Current GAAP requires an entity to separate deferred income tax liabilities and assets into current and noncurrent amounts in a classified statement of financial position. To simplify the presentation of deferred income taxes, the amendments in this Update require that deferred tax liabilities and assets be classified as noncurrent in a classified statement of financial position. The amendments in this Update apply to all entities that present a classified statement of financial position. The current requirement that deferred tax liabilities and assets of a tax-paying component of an entity be offset and presented as a single amount is not affected by the amendments in this Update. For public business entities, the amendments in this Update are effective for financial statements issued for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Earlier application is permitted for all entities as of the beginning of an interim or annual reporting period. The Company is still in the process of evaluating future impact of adopting this standard.
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DIGITAL DONATIONS TECHNOLOGIES, INC.
Notes to Unaudited Condensed Financial Statements
NOTE 2 - GOING CONCERN
The Company has not yet generated any revenue since inception to date and has sustained operating loss of $1,975 during the six months ended June 30, 2016. The Company had a working capital deficit of $1,118 and an accumulated deficit of $3,037 as of June 30, 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.
The accompanying unaudited condensed 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 unaudited condensed 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 - ACCRUED LIABILITIES
As of June 30, 2016, the Company had an accrued professional fee of $1,118.
NOTE 4 - STOCKHOLDERS' DEFICIT
On May 21, 2015, the Company issued 20,000,000 founders common stock to two directors and officers. The Company is authorized to issue 100,000,000 shares of common stock and 20,000,000 shares of preferred stock.
On January 7, 2016, the Company redeemed an aggregate of 19,500,000 of the then 20,000,000 shares of outstanding stock at a redemption price of $.0001 per share for an aggregate redemption price of $1,950.
On January 8, 2016 the Company issued an aggregate of 5,000,000 shares of its common stock pro rata to Keith Orlean and Jeffrey Marder.
NOTE 5 - SUBSEQUENT EVENTS
On October 17, 2016, the Company entered into an Acquisition Agreement with Digital Donations, Inc. (“DDI”), in which the Company will issue 79,084,807 of its common shares to the shareholders of DDI in exchange for 100% of the then issued and outstanding shares of DDI’s common stock, and at which time DDI became a wholly owned subsidiary of the Company. At the time of the transaction, the Company was a reporting public shell corporation as defined by the US Securities and Exchange Commission. The effect of this transaction will be that the financials of DDI will become those of the Company from the date of the transaction forward. In addition, the merger resulted in the cancellation of DDI’s status with the Internal Revenue Service as an S Corporation and DDI is now a C corporation, which means that on a go-forward basis, income earned by DDI will be taxed at the corporation level and not passed through to shareholders.
In October and November 2016, the Company issued to one shareholder an aggregate of 629,987 common shares for a total of $45,000.
In December, the Company received $50,000 for 699,986 common shares. Those shares have not yet been issued.
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ITEM 2. | MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
The following discussion is intended to assist you in understanding our business and the results of our operations. It should be read in conjunction with the Condensed Consolidated Financial Statements and the related notes that appear elsewhere in this report as well as our Report on Form 10K filed with the Securities and Exchange Commission on April 13, 2016. Certain statements made in our discussion may be forward looking. Forward-looking statements involve risks and uncertainties and a number of factors could cause actual results or outcomes to differ materially from our expectations. These risks, uncertainties, and other factors include, among others, the risks described in our Annual Report on Form 10K filed with the Securities and Exchange Commission, as well as other risks described in this Quarterly Report. Unless the context requires otherwise, when we refer to “we,” “us” and “our,” we are describing Digital Donations Technologies, Inc.
Digital Donations Technologies, Inc. (formerly Fishing Ridge Acquisition Corporation) (the "Company") was incorporated on May 21, 2015 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 qualifies as an "emerging growth company" as defined in the Jumpstart Our Business Startups Act which became law in April, 2012.
On January 7, 2016, the Company effected a change in control by effecting the following transactions:
The Company redeemed an aggregate of 19,500,000 of the then 20,000,000 shares of outstanding stock at a redemption price of $.0001 per share for an aggregate redemption price of $1,950.
James M. Cassidy resigned as the Company's president, secretary and director and James McKillop resigned as the Company's vice president and director.
Messrs. Keith Orlean and Jeffrey Marder were named directors of the Company and Mr. Orlean was appointed its Chief Executive Officer and Treasurer and Mr. Marder its President.
On January 8, 2016 the Company issued an aggregate of 5,000,000 shares of its common stock pro rata to Messrs. Keith Orlean and Jeffrey Marder.
The Company changed its name to Digital Donations Technologies, Inc.
On October 17, 2016, the Company entered into an Acquisition Agreement with Digital Donations, Inc. (“DDI” or “Digital Donations”), in which the Company will issue 79,084,807 of its common shares to the shareholders of DDI in exchange for 100% of the then issued and outstanding shares of DDI’s common stock, and at which time DDI became a wholly owned subsidiary of the Company.
Plan of Operations
Upon our acquisition of Digital Donations, Inc. in October 2016 we entered the business of providing alternative fundraising solutions for the non-profit organization industry.
Digital Donations is a provider of alternative fundraising solutions for non-profit organizations (“NPOs”) that allow consumers to make charitable donations as part of a financial transaction. The cornerstone of the business is the Digital Donations fundraising platform that allows charities to present requests for support to potential donors as the potential donors pay for goods and services purchased from participating merchants, at ATMs, mobile devices (MYGIV) or online through the CROWDGIV platform. These requests are for amounts called micro donations (under $10) and have the ability to reach large segments of the population.
The Digital Donations software automates the solicitation, collection, payment and reporting of these donations for non–profit organizations. The software can be integrated into new or existing payment processing platforms or can operate as a standalone solution for companies who have a corporate giving program in place or intend to develop a new one.
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The Digital Donations suite of fundraising solutions and services are tailored for the special philanthropic business needs of clients. Digital Donations provides what it believes to be a unique approach to providing transaction processing services and credit card processing for many industries, such as retail, specialty retail, travel and hospitality, professional sports and fund raising events, health care, e-commerce, not-for-profit, municipalities, utilities, online bill payments, and many more. (Most consumers are familiar with this form of fundraising technology having experienced being solicited at check-out either by a cashier or automatically through the credit card processing terminal).
Revenue is derived directly from the funds received by the charity from the use of the Digital Donations technology. Once the donation is made, regardless of the fundraising platform, the donations is collected and 100% is paid directly to the charity. The Digital Donation’s fundraising fees are billed directly to the NPO. This eliminates any up-front cost to the charity or impact on its personnel, and in most cases, the service fee is well within non-profit industry parameters, as it directly relates to the cost of the funds raised.
The Company registered its common stock on a Form 10 registration statement filed pursuant to the Securities Exchange Act of 1934 (the "Exchange Act") and Rule 12(g) thereof. The Company files with the Securities and Exchange Commission periodic and current reports under Rule 13(a) of the Exchange Act, including quarterly reports on Form 10-Q and annual reports Form 10-K.
Subsequent to the merger, the Company has two employees and two officers and directors.
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 minimal operations and the continuation of the Company as a going concern is dependent upon financial support from its stockholders and / or its ability to obtain necessary equity financing to continue operations.
As of June 30, 2016 the Company had not generated revenues and had no income or cash flows from operations since inception. The Company had sustained net loss of $1,975 and had an accumulated deficit of $3,037 for the six months ended and as of June 30, 2016, respectively.
ITEM 3. | Quantitative and Qualitative Disclosures About Market Risk. |
Information not required to be filed by Smaller reporting companies.
ITEM 4. | Controls and Procedures. |
Disclosures 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 period covered by this report under the supervision and with the participation of the Company's principal executive officer (who is also the principal financial officer).
Based upon that evaluation, he believes that the Company's disclosure controls and procedures are not 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, processed, summarized and reported, within the time periods specified in the Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Act is accumulated and communicated to the issuer's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
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This Quarterly Report does not include an attestation report of the Company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management's report in this Quarterly Report.
Changes in Internal Controls
There was no change in the Company's internal control over financial reporting that was identified in connection with such evaluation that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.
PART II — OTHER INFORMATION
ITEM 1. | LEGAL PROCEEDINGS |
There are no legal proceedings against the Company and the Company is unaware of such proceedings contemplated against it.
ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS |
During the past three years, the Company has issued common shares pursuant to Section 4(2) of the Securities Act of 1933 at par as follows:
On May 21, 2015, the Company issued 10,000,000 shares to each of its then two officers and directors for a total aggregate outstanding of 20,000,000 shares. No cash proceeds were received.
On January 8, 2016 the Company issued an aggregate of 5,000,000 shares of its common stock pro rata to Messrs. Keith Orlean and Jeffrey Marder. No cash proceeds were received.
On October 17, 2016, the Company entered into an Acquisition Agreement with Digital Donations, Inc. (“DDI” or “Digital Donations”), in which the Company will issue 79,084,807 of its common shares to the shareholders of Digital Donations, Inc. in exchange for 100% of the then issued and outstanding shares of Digital Donations, Inc.’s common stock, and at which time Digital Donations, Inc. became a wholly owned subsidiary of the Company.
In October and November 2016, the Company issued to one shareholder an aggregate of 629,987 common shares for a total of $45,000.
In December 2016, the Company received $50,000 for 699,986 common shares. Those shares have not yet been issued.
ITEM 3. | DEFAULTS UPON SENIOR SECURITIES |
Not applicable.
ITEM 4. | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS |
Not applicable.
ITEM 5. | OTHER INFORMATION |
(a) Not applicable.
(b) Item 407(c)(3) of Regulation S-K:
During the quarter covered by this Report, there have not been any material changes to the procedures by which security holders may recommend nominees to the Board of Directors.
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ITEM 6. | EXHIBITS |
(a) | 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 |
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 DONATIONS TECHNOLOGIES, INC. | ||
By: | /s/ Keith Orlean | |
Chief Executive Officer | ||
Treasurer, Chief Financial Officer |
Dated: December 23, 2016
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EXHIBIT 31
CERTIFICATION PURSUANT TO SECTION 302
I, Keith Orlean, certify that:
1. I have reviewed this Form 10-Q of DIGITAL DONATIONS TECHNOLOGIES, 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, not misleading with respect to the period covered by this 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 15d-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 made 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 provide 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 evaluations; 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, to the registrant's auditors and the audit committee of 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.
Date: December 23, 2016
/s/ Keith Orlean
Chief Executive Officer and Chief Financial Officer
EXHIBIT 32
CERTIFICATION PURSUANT TO SECTION 906
Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, I, the undersigned officer of DIGITAL DONATIONS TECHNOLOGIES, INC. (the "Company"), hereby certify to my knowledge that:
The Report on Form 10-Q for the period ended June 30, 2016 of the Company fully complies, in all material respects, with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and the information contained in the Report fairly represents, in all material respects, the financial condition and results of operations of the Company.
A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
Date: December 23, 2016
/s/ Keith Orlean
Chief Executive Officer and Chief Financial Officer