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 September 30, 2018
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 000-55634
DIVERSE DEVELOPMENT GROUP, INC. |
(Exact name of registrant as specified in its charter) |
Delaware |
| 30-0993789 |
(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)
617-510-1777
(Registrant’s telephone number, including area code)
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 |
Emerging Growth Company | ¨ |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x
As of November 7, 2018, 7,115,000 shares of the Registrant’s common stock, par value $0.0001 per share, were issued and outstanding.
Diverse Development Group, Inc.
Quarterly Report on Form 10-Q
Period Ended September 30, 2018
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| Condensed Balance Sheets as of September 30, 2018 and December 31, 2017 (unaudited) |
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| Condensed Statements of Cash Flows for the Nine months ended September 30, 2018 and 2017 (unaudited) |
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Table of Contents |
CONDENSED BALANCE SHEETS | |||||
(unaudited) |
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| September 30, 2018 |
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| December 31, 2017 |
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ASSETS | ||||||||
Current assets |
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Cash & cash equivalents |
| $ | 146 |
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| $ | 272 |
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Total Current Assets |
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| 146 |
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| 272 |
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Total assets |
| $ | 146 |
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| $ | 272 |
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LIABILITIES AND STOCKHOLDERS' DEFICIT | ||||||||
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Current liabilities |
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Accrued liabilities |
| $ | 12,527 |
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| $ | 18,180 |
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Note payable - related party |
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| 68,290 |
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| 24,896 |
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Current liabilities |
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| 80,817 |
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| 43,076 |
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Stockholders' deficit |
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Preferred stock, $0.0001 par value, 20,000,000 shares authorized; none outstanding as of September 30, 2018 and December 31, 2017, respectively |
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| - |
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Common stock; $0.0001 par value, 100,000,000 shares authorized; 7,115,000 shares issued and outstanding as of September 30, 2018 and December 31, 2017, respectively |
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| 712 |
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| 712 |
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Discount on Common Stock |
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| (670 | ) |
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| (670 | ) |
Additional paid - in capital |
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| 2,142 |
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| 2,142 |
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Accumulated deficit |
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| (82,855 | ) |
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| (44,988 | ) |
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Total stockholders' deficit |
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| (80,671 | ) |
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| (42,804 | ) |
Total liabilities and stockholders' deficit |
| $ | 146 |
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| $ | 272 |
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The accompanying notes are an integral part of these unaudited condensed financial statements. |
3 |
Table of Contents |
CONDENSED STATEMENTS OF OPERATIONS |
(unaudited) |
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| For the three months ended September 30, 2018 |
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| For the three months ended September 30, 2017 |
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| For the nine months ended September 30, 2018 |
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| For the nine months ended September 30, 2017 |
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Revenue |
| $ | - |
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| $ | - |
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| $ | - |
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| $ | - |
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Cost of revenue |
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| - |
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| - |
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| - |
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| - |
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Gross profit |
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| - |
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| - |
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| - |
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| - |
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Operating expenses |
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| 13,276 |
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| 5,042 |
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| 36,163 |
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| 22,621 |
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Net loss before income taxes |
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| (13,276 | ) |
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| (5,042 | ) |
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| (36,163 | ) |
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| (22,621 | ) |
Interest expense |
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| (814 | ) |
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| (124 | ) |
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| (1,704 | ) |
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| (124 | ) |
Net loss |
| $ | (14,090 | ) |
| $ | (5,166 | ) |
| $ | (37,867 | ) |
| $ | (22,745 | ) |
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Loss per share - basic and diluted |
| $ | (0.00 | ) |
| $ | (0.00 | ) |
| $ | (0.01 | ) |
| $ | (0.00 | ) |
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Weighted average shares - basic and diluted |
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| 7,115,000 |
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| 7,115,000 |
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| 7,115,000 |
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| 7,115,000 |
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The accompanying notes are an integral part of these unaudited condensed financial statements. |
4 |
Table of Contents |
CONDENSED STATEMENTS OF CASH FLOWS |
(unaudited) |
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| For the nine months ended September 30, 2018 |
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| For the nine months ended September 30, 2017 |
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OPERATING ACTIVITIES |
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Net loss |
| $ | (37,867 | ) |
| $ | (22,745 | ) |
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Non-cash adjustments to reconcile net loss to net cash: |
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Expenses paid for by stockholder and contributed as capital |
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| - |
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Changes in Operating Assets and Liabilities |
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Accrued liabilities |
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| (5,653 | ) |
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| 3,165 |
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Net cash used in operating activities |
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| (43,520 | ) |
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| (19,580 | ) |
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FINANCING ACTIVITIES |
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Notes payable - related party |
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| 43,394 |
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| - |
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Proceeds from issuance of common stock |
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| - |
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| 19,479 |
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Net Cash Flows provided BY financing activities |
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| 43,394 |
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| 19,479 |
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Net decrease in cash & cash equivalents |
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| (126 | ) |
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| (101 | ) |
Cash & cash equivalents, beginning of period |
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| 272 |
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| 415 |
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Cash & cash equivalents, end of period |
| $ | 146 |
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| $ | 314 |
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Supplemental cash flow information: |
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Income tax paid |
| $ | - |
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| $ | - |
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Interest paid |
| $ | - |
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| $ | - |
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The accompanying notes are an integral part of these unaudited condensed financial statements. |
5 |
Table of Contents |
DIVERSE DEVELOPMENT GROUP, INC.
Notes to Unaudited Condensed Financial Statements
NOTE 1 - NATURE OF OPERATIONS
NATURE OF OPERATIONS
Diverse Development Group, Inc. (“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 accompanying condensed balance sheet as of December 31, 2017, which has been derived from the Company’s audited financial statements as of that date, and the unaudited interim condensed financial information of the Company as of and for the nine months ended September 30, 2018 have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8-03 of Regulation S-X. In the opinion of management, such financial information includes all adjustments considered necessary for a fair presentation of the Company’s financial position at such date and the operating results and cash flows for such periods. Operating results for the interim period ended September 30, 2018 are not necessarily indicative of the results that may be expected for the entire year ending December 31, 2018.
Certain information and footnote disclosure normally included in financial statements in accordance with generally accepted accounting principles have been omitted pursuant to the rules of the United States Securities and Exchange Commission (“SEC”). These unaudited condensed interim financial statements should be read in conjunction with our audited financial statements and accompanying notes included in the Amended Company’s Annual Report on Form 10-K for the year ended December 31, 2017, filed with the SEC on April 19, 2018.
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NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
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 reporting 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 cash and cash equivalents were $146 and $272 as of September 30, 2018 and December 31, 2017, respectively.
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 September 30, 2018 and December 31, 2017.
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 September 30, 2018 and December 31, 2017, there were no deferred taxes due to the uncertainty of the realization of net operating loss 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 September 30, 2018 and December 31, 2017, there were no outstanding dilutive securities.
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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.
RECENT ACCOUNTING PRONOUNCEMENTS
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 3 - GOING CONCERN
The Company has not yet generated any revenue since inception to date and has sustained net losses of $37,867 for the nine months ended September 30, 2018. The Company had working capital deficits of $80,671 and $42,804 as of September 30, 2018 and December 31, 2017, respectively. The Company had an accumulated deficit of $82,855 and $44,988 as of September 30, 2018 and December 31, 2017, respectively. 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 obtain additional financing from its members or other sources, as may be required.
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.
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Table of Contents |
NOTE 4–ACCRUED LIABILITIES
The Company had accrued liabilities of $12,527 and $18,180 as of September 30, 2018 and December 31, 2017, respectively. This balance includes interest of $1,704 and $124, for the nine months ended September 30, 2018 and 2017, respectively.
NOTE 5–NOTES PAYABLE – RELATED PARTY
On September 30, 2018 the Company entered into a note payable with a related party to pay certain professional fees related to Company governance and compliance with its registration with the SEC. The terms of the note are due on demand at an interest rate of 6% per annum. As of September 30, 2018, the company incurred $68,290 as note payable to related party. The Company incurred $1,704 of interest expense for the nine months ended September 30, 2018. The Company had a balance due to related party of $24,896 at December 31, 2017.
NOTE 6 – COMMON STOCK
On April 4, 2016, the Company issued 20,000,000 founders common stock to two directors and officers pro rata as founder shares valued at $0.0001 par value per share and for a total discount 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 common stock at par value and at a discount of $670 to its then new sole officer and director.
On December 30, 2016, the Company issued an aggregate of 415,000 shares of common stock for an aggregate consideration of $415, or at $0.001 per share to 36 shareholders pursuant to Section 4(2) of the Securities Act of 1933 as a private offering of its securities.
The Company is authorized to issue 100,000,000 shares of common stock and 20,000,000 shares of preferred stock. 7,115,000 shares of common stock and no preferred stock were issued and outstanding as of September 30, 2018 and 2017, respectively.
NOTE 7-SUBSEQUENT EVENTS
The Company has evaluated subsequent events from the balance sheet date through November 7, 2018, the date at which the financial statements were available to be issued, and has determined that there are no subsequent events that require disclosure in accordance with FASB ASC Topic 855, “Subsequent Events”.
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Table of Contents |
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
Summary
Diverse Development Group, Inc. (“Diverse” or “the Company”) was incorporated on April 4, 2016, under the laws of the State of Delaware, and on December 17, 2016, experienced a change of 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.
Corporate History
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 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.
The Company’s independent auditors have expressed substantial doubt as to the ability of the Company to continue as a going concern. Unless the Company is able to generate sufficient cash flow from operations and/or obtain additional financing, there is a substantial doubt as to the ability of the Company to continue as a going concern.
Revenues and Losses
Currently, the Company has no revenues and has not realized any profits. In order to succeed, the Company needs to raise additional funds to execute its strategy to purchase existing investment-grade credit tenant properties.
During the nine months ended September 30, 2018, the Company posted net losses of $37,867.
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Table of Contents |
Alternative Financial Planning
The Company has no alternative financial plans at the moment. If the Company is not able to successfully raise monies as needed through a private placement or other securities offering (including, but not limited to, a primary public offering of securities), the Company’s ability to expand its business plan or strategy over the next two years will be jeopardized.
Results of Operations
Nine months ended September 30, 2018
The Company generated no revenues and had a net loss of $37,867 for the nine months ended September 30, 2018. Company’s net loss was the primary result of $36,037 in professional fees and $126 in service fees paid for use of its bank account. The Company incurred $1,704 of interest expense.
Nine months ended September 30, 2017
The Company generated no revenues and had a net loss of $22,745 for the nine months ended September 30, 2017. Company’s net loss was the primary result of $22,495 in professional fees and $126 in service fees paid for use of its bank account.
Three months ended September 30, 2018
The Company generated no revenues and had a net loss of $14,090 for the three months ended September 30, 2018. Company’s net loss was the primary result of $13,234 in professional fees and $42 in service fees paid for use of its bank account. The Company incurred $814 of interest expense.
Three months ended September 30, 2017
The Company generated no revenues and had a net loss of $5,166 for the three months ended September 30, 2017. Company’s net loss was the primary result of $5,000 in professional fees and $42 in service fees paid for use of its bank account.
Liquidity and Capital Resources
The Company had cash of $146 and $272 as of September 30, 2018 and December 31, 2017, respectively. The Company had working capital deficit of $80,671 and $42,804 as of September 30, 2018 and December 31, 2017, respectively.
For the nine months ended September 30, 2018 the Company used $43,520 in its operations. The Company also received $43,394 in related party notes. The Company incurred losses of $37,867.
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For the nine months ended September 30, 2017, the Company used $19,580 from its operating activities. The Company incurred losses of $22,745. The Company was provided $19,479 for the issuance of its common stock.
The Company does not anticipate that it will generate revenue sufficient to cover its planned operating expenses, and the Company must obtain additional financing in order to develop and implement its business plan and proposed operations. If the Company is not successful in generating sufficient revenues and/or obtaining additional funding to develop its business plan and proposed operations, this could have a material adverse effect on its business, results of operations liquidity and financial condition.
Off-Balance Sheet Arrangements
The Company does not have any off-balance sheet arrangements.
Contractual Obligations
The Company does not have any contractual obligations.
Seasonal Aspects
There were no seasonal aspects of the business that have had a material effect on the financial condition of the Company or results of its operations.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Not applicable.
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Table of Contents |
ITEM 4. CONTROLS AND PROCEDURES.
Disclosure Controls and Procedures
The Company does not currently maintain controls and procedures that are designed to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act are recorded, processed, summarized, and reported within the time periods specified by the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to provide reasonable assurance that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
Under the supervision and with the participation of management, including the Company’s Chief Executive Officer, the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) as of September 30, 2018, have been evaluated, and, based upon this evaluation, the Company’s Chief Executive Officer has concluded that these controls and procedures are not effective in providing reasonable assurance of compliance.
Changes in Internal Control over Financial Reporting
Management and directors will continue to monitor and evaluate the effectiveness of the Company’s internal controls and procedures and the Company’s internal controls over financial reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow. There were no changes in internal control over financial reporting during the quarter ended September 30, 2018.
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From time to time, we may be involved in litigation relating to claims arising out of our operations in the normal course of business. As of September 30, 2018, there were no pending or threatened legal proceedings that could reasonably be expected to have a material effect on the results of our operations.
There have been no material changes to the risk factors discussed in Item 1A. Risk Factors in our Annual Report on Form 10-K which was filed with the SEC on April 19, 2018.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
The Company is authorized to issue 100,000,000 shares of common stock and 20,000,000 shares of preferred stock. As of September 30, 2018, 7,115,000 shares of common stock and no shares of preferred stock were issued and outstanding.
The securities identified in this Item were originally pursuant to exemptions from registration requirements relying on Section 4(a)(2) of the Securities Act of 1933 and upon Rule 506 of Regulation D of the Securities Act of 1933 as there was no general solicitation, and the transactions did not involve a public offering.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. MINE SAFETY DISCLOSURES.
None.
None.
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Table of Contents |
Number |
| Description |
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101.INS* |
| XBRL Instance Document |
101.SCH* |
| XBRL Taxonomy Extension Schema Document |
101.CAL* |
| XBRL Taxonomy Extension Calculation Linkbase Document |
101.DEF* |
| XBRL Taxonomy Extension Definition Linkbase Document |
101.LAB* |
| XBRL Taxonomy Extension Label Linkbase Document |
101.PRE* |
| XBRL Taxonomy Extension Presentation Linkbase Document |
____________
* | filed herewith. |
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Table of Contents |
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.
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| DIVERSE DEVELOPMENT GROUP, INC. |
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Dated: November 7, 2018 | By: | /s/ Christopher Kiritsis |
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| Christopher Kiritsis |
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| President, Chief Financial Officer |
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16 |
EXHIBIT 31.1
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER PURSUANT TO RULE 13a-14
I, Christopher Kiritsis, certify that:
1. | I have reviewed this Quarterly Report on Form 10-Q of Diverse Development Group, Inc.; |
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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; |
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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; |
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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; |
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| (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; |
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| (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 |
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| (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 |
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| (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: November 7, 2018 | By: | /s/ Christopher Kiritsis | |
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| Christopher Kiritsis | |
Chief Executive Officer | |||
(Principal Executive Officer) |
EXHIBIT 31.2
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER PURSUANT TO RULE 13a-14
I, Christopher Kiritsis, certify that:
1. | I have reviewed this Quarterly Report on Form 10-Q of Diverse Development Group, Inc.; |
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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; |
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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; |
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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; |
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| (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; |
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| (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 |
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| (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 |
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| (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: November 7, 2018 | By: | /s/ Christopher Kiritsis | |
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| Christopher Kiritsis | |
Chief Financial Officer | |||
(Principal Financial Officer) |
EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES‑OXLEY ACT OF 2002
In connection with the Quarterly Report of Diverse Development Group, Inc. on Form 10-Q for the period ended September 30, 2018, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Christopher Kiritsis, Chief Executive 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:
(1) | The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
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(2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Date: November 7, 2018 | By: | /s/ Christopher Kiritsis | |
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| Christopher Kiritsis | |
Chief Executive Officer | |||
(Principal Executive Officer) |
EXHIBIT 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES‑OXLEY ACT OF 2002
In connection with the Quarterly Report of Diverse Development Group, Inc. on Form 10-Q for the period ended September 30, 2018, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Christopher Kiritsis, Chief Executive 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:
(1) | The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
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(2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Date: November 7, 2018 | By: | /s/ Christopher Kiritsis | |
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| Christopher Kiritsis | |
Chief Financial Officer | |||
(Principal Financial Officer) |
Document and Entity Information - shares |
9 Months Ended | |
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Sep. 30, 2018 |
Nov. 07, 2018 |
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Document And Entity Information | ||
Entity Registrant Name | Diverse Development Group Inc. | |
Entity Central Index Key | 0001672897 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2018 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Is Entity's Reporting Status Current? | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 7,115,000 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2018 | |
Entity Emerging Growth Company | false | |
Entity Small Business | true | |
Entity Ex Transition Period | false |
CONDENSED BALANCE SHEETS - USD ($) |
Sep. 30, 2018 |
Dec. 31, 2017 |
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Current assets | ||
Cash & cash equivalents | $ 146 | $ 272 |
Total Current Assets | 146 | 272 |
Total assets | 146 | 272 |
Current liabilities | ||
Accrued liabilities | 12,527 | 18,180 |
Note payable - related party | 68,290 | 24,896 |
Current liabilities | 80,817 | 43,076 |
Stockholders' deficit | ||
Preferred stock, $0.0001 par value, 20,000,000 shares authorized; none outstanding as of September 30, 2018 and December 31, 2017, respectively | ||
Common stock; $0.0001 par value, 100,000,000 shares authorized; 7,115,000 shares issued and outstanding as of September 30, 2018 and December 31, 2017, respectively | 712 | 712 |
Discount on Common Stock | (670) | (670) |
Additional paid - in capital | 2,142 | 2,142 |
Accumulated deficit | (82,855) | (44,988) |
Total stockholders' deficit | (80,671) | (42,804) |
Total liabilities and stockholders' deficit | $ 146 | $ 272 |
CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares |
Sep. 30, 2018 |
Dec. 31, 2017 |
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Stockholders' deficit | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, authorized shares | 20,000,000 | 20,000,000 |
Preferred stock, outstanding shares | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, authorized shares | 100,000,000 | 100,000,000 |
Common stock, issued shares | 7,115,000 | 7,115,000 |
Common stock, outstanding shares | 7,115,000 | 7,115,000 |
CONDENSED STATEMENTS OF OPERATIONS (unaudited) - USD ($) |
3 Months Ended | 9 Months Ended | ||
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Sep. 30, 2018 |
Sep. 30, 2017 |
Sep. 30, 2018 |
Sep. 30, 2017 |
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Condensed Statements Of Operations | ||||
Revenue | ||||
Cost of revenue | ||||
Gross profit | ||||
Operating expenses | 13,276 | 5,042 | 36,163 | 22,621 |
Net loss before income taxes | (13,276) | (5,042) | (36,163) | (22,621) |
Interest expense | (814) | (124) | (1,704) | (124) |
Net loss | $ (14,090) | $ (5,166) | $ (37,867) | $ (22,745) |
Loss per share - basic and diluted | $ 0.00 | $ 0.00 | $ (0.01) | $ (0.00) |
Weighted average shares - basic and diluted | 7,115,000 | 7,115,000 | 7,115,000 | 7,115,000 |
CONDENSED STATEMENTS OF CASH FLOWS (unaudited) - USD ($) |
9 Months Ended | |
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Sep. 30, 2018 |
Sep. 30, 2017 |
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OPERATING ACTIVITIES | ||
Net loss | $ (37,867) | $ (22,745) |
Non-cash adjustments to reconcile net loss to net cash: | ||
Expenses paid for by stockholder and contributed as capital | ||
Changes in Operating Assets and Liabilities | ||
Accrued liabilities | (5,653) | 3,165 |
Net cash used in operating activities | (43,520) | (19,580) |
FINANCING ACTIVITIES | ||
Notes payable - related party | 43,394 | |
Proceeds from issuance of common stock | 19,479 | |
Net Cash Flows provided financing activities | 43,394 | 19,479 |
Net decrease in cash & cash equivalents | (126) | (101) |
Cash & cash equivalents, beginning of period | 272 | 415 |
Cash & cash equivalents, end of period | 146 | 314 |
Supplemental cash flow information: | ||
Income tax paid | ||
Interest paid |
NATURE OF OPERATIONS |
9 Months Ended |
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Sep. 30, 2018 | |
Notes to Financial Statements | |
NOTE 1- NATURE OF OPERATIONS |
NATURE OF OPERATIONS
Diverse Development Group, Inc. (“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 accompanying condensed balance sheet as of December 31, 2017, which has been derived from the Company’s audited financial statements as of that date, and the unaudited interim condensed financial information of the Company as of and for the nine months ended September 30, 2018 have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8-03 of Regulation S-X. In the opinion of management, such financial information includes all adjustments considered necessary for a fair presentation of the Company’s financial position at such date and the operating results and cash flows for such periods. Operating results for the interim period ended September 30, 2018 are not necessarily indicative of the results that may be expected for the entire year ending December 31, 2018.
Certain information and footnote disclosure normally included in financial statements in accordance with generally accepted accounting principles have been omitted pursuant to the rules of the United States Securities and Exchange Commission (“SEC”). These unaudited condensed interim financial statements should be read in conjunction with our audited financial statements and accompanying notes included in the Amended Company’s Annual Report on Form 10-K for the year ended December 31, 2017, filed with the SEC on April 19, 2018. |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
9 Months Ended |
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Sep. 30, 2018 | |
Notes to Financial Statements | |
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
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 reporting 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 cash and cash equivalents were $146 and $272 as of September 30, 2018 and December 31, 2017, respectively.
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 September 30, 2018 and December 31, 2017.
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 September 30, 2018 and December 31, 2017, there were no deferred taxes due to the uncertainty of the realization of net operating loss 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 September 30, 2018 and December 31, 2017, there were 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.
RECENT ACCOUNTING PRONOUNCEMENTS
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. |
GOING CONCERN |
9 Months Ended |
---|---|
Sep. 30, 2018 | |
Notes to Financial Statements | |
NOTE 3 - GOING CONCERN |
The Company has not yet generated any revenue since inception to date and has sustained net losses of $37,867 for the nine months ended September 30, 2018. The Company had working capital deficits of $80,671 and $42,804 as of September 30, 2018 and December 31, 2017, respectively. The Company had an accumulated deficit of $82,855 and $44,988 as of September 30, 2018 and December 31, 2017, respectively. 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 obtain additional financing from its members or other sources, as may be required.
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. |
ACCRUED LIABILITIES |
9 Months Ended |
---|---|
Sep. 30, 2018 | |
Notes to Financial Statements | |
NOTE 4 - ACCRUED LIABILITIES |
The Company had accrued liabilities of $12,527 and $18,180 as of September 30, 2018 and December 31, 2017, respectively. This balance includes interest of $1,704 and $124, for the nine months ended September 30, 2018 and 2017, respectively. |
NOTES PAYABLE – RELATED PARTY |
9 Months Ended |
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Sep. 30, 2018 | |
Notes to Financial Statements | |
NOTE 5 - NOTES PAYABLE – RELATED PARTY |
On September 30, 2018 the Company entered into a note payable with a related party to pay certain professional fees related to Company governance and compliance with its registration with the SEC. The terms of the note are due on demand at an interest rate of 6% per annum. As of September 30, 2018, the company incurred $68,290 as note payable to related party. The Company incurred $1,704 of interest expense for the nine months ended September 30, 2018. The Company had a balance due to related party of $24,896 at December 31, 2017. |
STOCKHOLDERS' DEFICIT |
9 Months Ended |
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Sep. 30, 2018 | |
Notes to Financial Statements | |
NOTE 6 – COMMON STOCK |
On April 4, 2016, the Company issued 20,000,000 founders common stock to two directors and officers pro rata as founder shares valued at $0.0001 par value per share and for a total discount 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 common stock at par value and at a discount of $670 to its then new sole officer and director.
On December 30, 2016, the Company issued an aggregate of 415,000 shares of common stock for an aggregate consideration of $415, or at $0.001 per share to 36 shareholders pursuant to Section 4(2) of the Securities Act of 1933 as a private offering of its securities.
The Company is authorized to issue 100,000,000 shares of common stock and 20,000,000 shares of preferred stock. 7,115,000 shares of common stock and no preferred stock were issued and outstanding as of September 30, 2018 and 2017, respectively. |
SUBSEQUENT EVENTS |
9 Months Ended |
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Sep. 30, 2018 | |
Notes to Financial Statements | |
NOTE 7 - SUBSEQUENT EVENTS |
The Company has evaluated subsequent events from the balance sheet date through November 7, 2018, the date at which the financial statements were available to be issued, and has determined that there are no subsequent events that require disclosure in accordance with FASB ASC Topic 855, “Subsequent Events”. |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) |
9 Months Ended |
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Sep. 30, 2018 | |
Summary Of Significant Accounting Policies | |
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 reporting 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 cash and cash equivalents were $146 and $272 as of September 30, 2018 and December 31, 2017, respectively. |
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 September 30, 2018 and December 31, 2017. |
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 September 30, 2018 and December 31, 2017, there were no deferred taxes due to the uncertainty of the realization of net operating loss 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 September 30, 2018 and December 31, 2017, there were 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. |
RECENT ACCOUNTING PRONOUNCEMENTS | 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. |
NATURE OF OPERATIONS (Details Narrative) |
9 Months Ended |
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Sep. 30, 2018 | |
Nature Of Operations | |
State of incorporation | Delaware |
Date of incorporation | Apr. 04, 2016 |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) |
Sep. 30, 2018 |
Dec. 31, 2017 |
---|---|---|
Summary Of Significant Accounting Policies Details Narrative Abstract | ||
Cash & cash equivalents | $ 146 | $ 272 |
GOING CONCERN (Details Narrative) - USD ($) |
3 Months Ended | 9 Months Ended | |||
---|---|---|---|---|---|
Sep. 30, 2018 |
Sep. 30, 2017 |
Sep. 30, 2018 |
Sep. 30, 2017 |
Dec. 31, 2017 |
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Going Concern | |||||
Net loss | $ (14,090) | $ (5,166) | $ (37,867) | $ (22,745) | |
Accumulated deficit | (82,855) | (82,855) | $ (44,988) | ||
Working capital deficit | $ (80,671) | $ (80,671) | $ (42,804) |
ACCRUED LIABILITIES (Details Narrative) - USD ($) |
Sep. 30, 2018 |
Dec. 31, 2017 |
Sep. 30, 2017 |
---|---|---|---|
Accrued Liabilities | |||
Accrued liabilities | $ 12,527 | $ 18,180 | |
Accrued interest | $ 1,704 | $ 124 |
NOTES PAYABLE - RELATED PARTY (Details Narrative) - USD ($) |
3 Months Ended | 9 Months Ended | |||
---|---|---|---|---|---|
Sep. 30, 2018 |
Sep. 30, 2017 |
Sep. 30, 2018 |
Sep. 30, 2017 |
Dec. 31, 2017 |
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Notes Payable - Related Party | |||||
Interest rate | 6.00% | ||||
Note payable - related party | $ 68,290 | $ 68,290 | $ 24,896 | ||
Interest expense | $ 814 | $ 124 | $ 1,704 | $ 124 |
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