0001477932-19-003026.txt : 20190520 0001477932-19-003026.hdr.sgml : 20190520 20190520171812 ACCESSION NUMBER: 0001477932-19-003026 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20190331 FILED AS OF DATE: 20190520 DATE AS OF CHANGE: 20190520 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Diverse Development Group Inc. CENTRAL INDEX KEY: 0001672897 STANDARD INDUSTRIAL CLASSIFICATION: LAND SUBDIVIDERS & DEVELOPERS (NO CEMETERIES) [6552] IRS NUMBER: 812338251 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-55634 FILM NUMBER: 19839827 BUSINESS ADDRESS: STREET 1: 4819 WOOD POINTE WAY CITY: SARASOTA STATE: FL ZIP: 34233 BUSINESS PHONE: 617-510-1777 MAIL ADDRESS: STREET 1: 4819 WOOD POINTE WAY CITY: SARASOTA STATE: FL ZIP: 34233 FORMER COMPANY: FORMER CONFORMED NAME: Topaz Island Acquisition Corp DATE OF NAME CHANGE: 20160422 10-Q 1 ddg_10q.htm FORM 10-Q ddg_10q.htm

 

UNITED STATES  

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 March 31, 2019

 

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

¨

 

 

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

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock

N/A

N/A

 

As of May 15, 2019, 6,515,000 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 March 31, 2019

 

Table of Contents

 

 

 

Page

 

PART I. FINANCIAL INFORMATION

 

 

 

 

 

 

 

Item 1.

Financial Statements: (unaudited)

3

 

 

 

 

 

Condensed Balance Sheets as of March 31, 2019 and December 31, 2018 (unaudited)

 

3

 

 

 

 

 

Condensed Statements of Operations for the Three months ended March 31, 2019 and 2018 (unaudited)

4

 

 

 

 

 

 

 

Condensed Statements of Stockholders’ Deficit for the Three months ended March 31, 2019 and 2018 (unaudited)

 

5

 

 

 

 

 

Condensed Statements of Cash Flows for the Three months ended March 31, 2019 and 2018 (unaudited)

7

 

 

 

 

 

Notes to Unaudited Condensed Financial Statements

 

8-11

 

 

 

 

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations & Plan of Operations

 

12

 

 

 

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

 

14

 

 

 

 

Item 4.

Controls and Procedures

 

14

 

 

 

 

PART II. OTHER INFORMATION

 

 

 

 

Item 1.

Legal Proceedings

 

15

 

 

 

 

Item 1A.

Risk Factors

 

15

 

 

 

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

 

15

 

 

 

 

Item 3.

Defaults Upon Senior Securities

 

15

 

 

 

 

Item 4.

Mine Safety Disclosures

 

15

 

 

 

 

Item 5.

Other Information

 

15

 

 

 

 

Item 6.

Exhibits

 

16

 

 

 

 

SIGNATURES

 

17

 

 

 
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PART I-FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS.

 

DIVERSE DEVELOPMENT GROUP, INC.

 

CONDENSED BALANCE SHEETS

 

(Unaudited)

 

 

 

 

 

 

 

 

 

 

March 31,

2019

 

 

December 31,

2018

 

 

 

 

 

 

 

 

ASSETS

Current assets

 

 

 

 

 

 

Cash & cash equivalents

 

$ 62

 

 

$ 104

 

Total Current Assets

 

 

62

 

 

 

104

 

 

 

 

 

 

 

 

 

 

Total assets

 

$ 62

 

 

$ 104

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' DEFICIT

 

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

 

Accrued liabilities

 

$ 3,717

 

 

$ 3,717

 

Note payable - related party

 

 

141,014

 

 

 

112,142

 

 

 

 

 

 

 

 

 

 

Current liabilities

 

 

144,731

 

 

 

115,859

 

 

 

 

 

 

 

 

 

 

Stockholders' deficit

 

 

 

 

 

 

 

 

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; 6,515,000 shares issued and outstanding

 

 

652

 

 

 

652

 

Discount on Common Stock

 

 

(670 )

 

 

(670 )

Additional paid - in capital

 

 

2,202

 

 

 

2,202

 

Accumulated deficit

 

 

(146,853 )

 

 

(117,939 )

 

 

 

 

 

 

 

 

 

Total stockholders' deficit

 

 

(144,669 )

 

 

(115,755 )

Total liabilities and stockholders' deficit

 

$ 62

 

 

$ 104

 

 

The accompanying notes are an integral part of these unaudited condensed financial statements.

 

 
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DIVERSE DEVELOPMENT GROUP, INC.

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

 

 

For the

period

ended

March 31,

2019

 

 

For the

period

ended

March 31,

2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$ -

 

 

$ -

 

 

 

 

 

 

 

 

 

 

Operating expenses

 

 

27,191

 

 

 

10,212

 

 

 

 

 

 

 

 

 

 

Net loss

 

 

(27,191 )

 

 

(10,212 )

Interest expense

 

 

(1,723 )

 

 

(373 )

Net loss

 

$ (28,914 )

 

$ (10,585 )

 

 

 

 

 

 

 

 

 

Loss per share - basic and diluted

 

$ (0.00 )

 

$ (0.00 )

 

 

 

 

 

 

 

 

 

Weighted average shares - basic and diluted

 

 

6,515,000

 

 

 

7,115,000

 

 

The accompanying notes are an integral part of these unaudited condensed financial statements.

 

 
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DIVERSE DEVELOPMENT GROUP, INC.

CONDENSED STATEMENT OF STOCKHOLDERS' DEFICIT

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the three months ended March 31, 2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Preferred Stock

 

 

Common Stock

 

 

Discount on

Common

 

 

Additional

Paid-in

 

 

Accumulated

 

 

Total Stockholders'

 

 

 

Shares

 

 

Amount

 

 

Shares

 

 

Amount

 

 

Stock

 

 

Capital

 

 

Deficit

 

 

Deficit

 

Balance, December 31, 2018

 

 

-

 

 

 

-

 

 

 

6,515,000

 

 

$ 652

 

 

$ (670 )

 

$ 2,202

 

 

$ (117,939 )

 

$ (115,755 )

Net loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(28,914 )

 

 

(28,914 )

Balance, March 31, 2019

 

 

-

 

 

 

-

 

 

 

6,515,000

 

 

$ 652

 

 

$ (670 )

 

$ 2,202

 

 

$ (146,853 )

 

$ (144,669 )

 

The accompanying notes are an integral part of these unaudited condensed financial statements.

 

 
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For the three months ended March 31, 2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Preferred Stock

 

 

Common Stock

 

 

Discount on

Common

 

 

Additional

Paid-in

 

 

Accumulated

 

 

Total Stockholders'

 

 

 

Shares

 

 

Amount

 

 

Shares

 

 

Amount

 

 

Stock

 

 

Capital

 

 

Deficit

 

 

Deficit

 

Balance, December 31, 2017

 

 

-

 

 

 

-

 

 

 

7,115,000

 

 

$ 712

 

 

$ (670 )

 

$ 2,142

 

 

$ (44,988 )

 

$ (42,804 )

Net loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(10,585 )

 

 

(10,585 )

Balance, March 31, 2018

 

 

-

 

 

 

-

 

 

 

7,115,000

 

 

$ 712

 

 

$ (670 )

 

$ 2,142

 

 

$ (55,573 )

 

$ (53,389 )

 

The accompanying notes are an integral part of these unaudited condensed financial statements.

 

 
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DIVERSE DEVELOPMENT GROUP, INC.

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

 

 

For the

period

ended

March 31,

2019

 

 

For the

period

ended

March 31,

2018

 

OPERATING ACTIVITIES

 

 

 

 

 

Net loss

 

$ (28,914 )

 

$ (10,585 )

 

 

 

 

 

 

 

 

 

Non-cash adjustments to reconcile net loss to net cash used in operating activities:

 

 

 

 

 

 

 

 

Changes in Operating Assets and Liabilities

 

 

 

 

 

 

 

 

Accrued liabilities

 

 

-

 

 

 

945

 

Net cash used in operating activities

 

 

(28,914 )

 

 

(9,640 )

 

 

 

 

 

 

 

 

 

FINANCING ACTIVITIES

 

 

 

 

 

 

 

 

Notes payable - related party

 

 

28,872

 

 

 

9,598

 

Net cash provided by financing activities

 

 

28,872

 

 

 

9,598

 

 

 

 

 

 

 

 

 

 

Net decrease in cash & cash equivalents

 

 

(42 )

 

 

(42 )

Cash & cash equivalents, beginning of period

 

 

104

 

 

 

272

 

 

 

 

 

 

 

 

 

 

Cash & cash equivalents, end of period

 

$ 62

 

 

$ 230

 

 

 

 

 

 

 

 

 

 

NON-CASH INVESTING AND FINANCING ACTIVITIES

 

 

 

 

 

 

 

 

Stock cancelled by former owners

 

$ -

 

 

$ -

 

 

 

 

 

 

 

 

 

 

Supplemental cash flow information:

 

 

 

 

 

 

 

 

Income tax paid

 

$ -

 

 

$ -

 

Interest paid

 

$ -

 

 

$ -

 

 

The accompanying notes are an integral part of these unaudited condensed financial statements.

 

 
7
 
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DIVERSE DEVELOPMENT GROUP, INC.

Notes to Unaudited Condensed Financial Statements

March 31, 2019

 

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 unaudited condensed balance sheets as of March 31, 2019 and December 31, 2018, and the unaudited interim condensed financial information of the Company for the three months ended March 31, 2019 and 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 March 31, 2019 are not necessarily indicative of the results that may be expected for the entire year ending December 31, 2019.

 

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, 2018, filed with the SEC on March 20, 2019.

 

 
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NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

USE OF ESTIMATES

 

The preparation of financial statements in conformity with U.S. 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 $62 and $104 as of March 31, 2019 and December 31, 2018, 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 March 31, 2019 and December 31, 2018.

 

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 March 31, 2019 and December 31, 2018, 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. Potentially dilutive securities are excluded from the computation when their effect would be anti-dilutive. As of March 31, 2019 and December 31, 2018, 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

 

The Company has evaluated recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force) and the United States Securities and Exchange Commission, and determined that they do not have a material impact on the Company’s financial statements.

 

NOTE 3 - GOING CONCERN

 

The Company has not yet generated any revenue since inception to date and has sustained net losses of $28,914 for the three months ended March 31, 2019. The Company had working capital deficits of $144,669 and $115,755 as of March 31, 2019 and December 31, 2018, respectively. The Company had an accumulated deficit of $146,853 and $117,939 as of March 31, 2019 and December 31, 2018, 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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NOTE 4 - ACCRUED LIABILITIES

 

The Company had accrued liabilities of $3,717 and $3,717 as of March 31, 2019 and December 31, 2018, respectively. This balance includes interest of $1,723 and $373, for the three months ended March 31, 2019 and 2018, respectively.

 

NOTE 5 - NOTES PAYABLE – RELATED PARTY

 

On December 31, 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 March 31, 2019, the Company incurred $141,014 as note payable to related party. The Company incurred $1,723 and $373 of interest expense for the three months ended March 31, 2019 and 2018, respectively. The Company had a balance due to related party of $112,142 at December 31, 2018.

 

NOTE 6 - COMMON STOCK

 

The Company is authorized to issue 100,000,000 shares of common stock and 20,000,000 shares of preferred stock, and had 6,515,000 shares of common stock and 0 shares of preferred stock issued and outstanding as of both March 31, 2019 and December 31, 2018.

 

NOTE 7 - SUBSEQUENT EVENTS

 

The Company has evaluated subsequent events from the balance sheet date through the date the financial statements were issued, and has determined that there are no subsequent events that require disclosure in accordance with FASB ASC Topic 855, “Subsequent Events.”

 

 
11
 
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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 approximately 10% of its capital for higher return ground-up land development projects. Income will be largely generated from rent and capital gains from development projects. The Company 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 three months ended March 31, 2019 and 2018, the Company posted net losses of $28,914 and 10,585, respectively.

 

 
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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

 

Three months ended March 31, 2019

 

The Company generated no revenues and had a net loss of $28,914 for the three months ended March 31, 2019. Company’s net loss was the primary result of $26,746 in professional fees and $445 in banking service and licensing fees paid. The Company incurred $1,723 of interest expense.

 

Three months ended March 31, 2018

 

The Company generated no revenues and had a net loss of $10,585 for the three months ended March 31, 2018. Company’s net loss was the primary result of $10,170 in professional and filing fees and $42 in service fees paid for use of its bank account. The Company incurred $373 of interest expense.

 

Liquidity and Capital Resources

 

The Company had cash of $62 and $104 as of March 31, 2019 and December 31, 2018, respectively. The Company had working capital deficit of $144,669 and $115,755 as of March 31, 2019 and December 31, 2018, respectively.

 

For the three months ended March 31, 2019 the Company used $28,914 in its operations. The Company also received $28,872 in related party notes. The Company incurred losses of $28,914.

 

For the three months ended March 31, 2018, the Company used $9,640 from its operating activities. The Company also received $9,598 in related party notes. The Company incurred losses of $10,585.

 

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.

 

 
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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.

 

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 March 31, 2019, 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 March 31, 2019.

 

 
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PART II — OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS.

 

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 March 31, 2019, there were no pending or threatened legal proceedings that could reasonably be expected to have a material effect on the results of our operations.

 

ITEM 1A. RISK FACTORS.

 

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 March 20, 2019.

 

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 March 31, 2019, 6,515,000 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.

 

ITEM 5. OTHER INFORMATION.

 

None.

 

 
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ITEM 6. EXHIBITS.

 

Number

 

Description

 

 

 

3.1

 

Certificate of Incorporation (incorporated by reference to our General Form for Registration of Securities on Form 10, filed on May 2, 2016 file number 000-55634)

3.2

 

Bylaws (incorporated by reference to our General Form for Registration of Securities on Form 10, filed on May 2, 2016, file number 000-55634))

10.1*

 

License Agreement dated as of February 1, 2016

31.1*

 

Certification of Principal Executive Officer required by Rule 13a-14(1) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2*

 

Certification of Principal Financial Officer required by Rule 13a-14(1) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1*

 

Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and Section 1350 of 18 U.S.C. 63

32.2*

 

Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and Section 1350 of 18 U.S.C. 63

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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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.

 

 

DIVERSE DEVELOPMENT GROUP, INC.

 

 

Dated: May 20, 2019

By:

/s/ Christopher Kiritsis

 

 

President, Chief Financial Officer

 

 

 

17

 

EX-31.1 2 ddg_ex311.htm CERTIFICATION ddg_ex311.htm

EXHIBIT 31.01

 

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.;

 

 

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 evaluation; and

 

 

 

 

(d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

 

(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

 

 

 

(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

       

Date: May 20, 2019

By:

/s/ Christopher Kiritsis

 

 

Christopher Kiritsis

 
   

Chief Executive Officer

 
    (Principal Executive Officer)  

 

EX-32.2 3 ddg_ex322.htm CERTIFICATION ddg_ex322.htm

EXHIBIT 32.02

 

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 March 31, 2019, 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

 

 

 

 

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

       
Date: May 20, 2019 By:

/s/ Christopher Kiritsis

 

 

Christopher Kiritsis

 
   

Chief Financial Officer

 
    (Principal Financial Officer)