10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2022

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 000-11777

Direct Investment Holdings Group, Inc.

(formerly, First Equity Properties, Inc.)

(Exact Name of Registrant as Specified in Its Charter)

Nevada	95-6799846
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

150 S. Pine Island Rd

Suite 300

Plantation, FL 33324

(Address of principal executive offices) (Zip Code)

(855) 456-9782

(Registrant’s telephone number, including area code)

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	FEPI	None

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   ☐ No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ☑ Yes   ☐ 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	☐ (Do not check if a smaller reporting company)	Smaller reporting company	☑
		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

Indicate the number of shares outstanding of each of the issuer’s classes of Common Stock, as of the latest practicable date.

Common Stock, $.0 par value	1,057,628
(Class)	(Outstanding at November 11, 2022)

DIRECT INVESTMENT HOLDINGS GROUP, INC.

FORM 10-Q

TABLE OF CONTENTS

		PAGE
PART I. FINANCIAL INFORMATION		1
Item 1.	Financial Statements	1
	Balance Sheets as of September 30, 2022 (unaudited) and December 31, 2021	1
	Statements of Operations for the three and nine months ended September 30, 2022, and 2021 (unaudited)	2
	Statement of Shareholders’ Equity for the three and nine months ended, 2022 and 2021 (unaudited)	3
	Statements of Cash Flows for nine months ended September 2022 and 2021 (unaudited)	4
	Notes to Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	7
Item 3.	Controls and Procedures	9
PART II. OTHER INFORMATION		10
Item 4.	Exhibits	10
SIGNATURES		11

i

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

DIRECT INVESTMENT HOLDINGS GROUP, INC.

BALANCE SHEET

	September 30, 2022			December 31, 2021
	(unaudited)
Assets
Cash and cash equivalents	$	347,119		$	51,659
Account receivable - related party		1,500			-
Mortgage receivable - current portion		3,739
Total current assets		352,358			51,659
Other assets
Notes receivable - related party		-			700,767
Mortgage receivable		286,461			-
Total assets	$	638,819		$	752,426
Liabilities and Shareholders’ Equity
Accounts payable - other	$	3,500		$	9,969
Accounts payable - related party		-			12,386
Total liabilities		3,500			22,355
Shareholders’ equity
Common stock, $0.01 par value; 40,000,000 shares authorized; 9,767,821 issued and outstanding		10,576			10,576
Preferred stock, $0.01 par value; 4,960,000 shares authorized; none issued or outstanding		-			-
Paid in capital		1,376,682			1,376,682
Retained earnings (deficit)		(751,939	)		(657,187	)
Total shareholders’ equity		635,319			730,071
Total liabilities and shareholders’ equity	$	638,819		$	752,426

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

1

DIRECT INVESTMENT HOLDINGS GROUP, INC.

STATEMENT OF OPERATIONS

(unaudited)

	For the three months ended September 30,						For the nine months ended September 30,
	2022			2021			2022			2021
Operating Expenses
Administrative fees - related parties	$	-		$	-		$	-		$	3,015
General and administrative		17,347			1,246			29,105			10,959
Legal and professional fees		4,069			3,500			37,869			40,889
Donations		20,000			-			29,500			-
Insurance expenses		2,205			-			2,205			-
Total operating expenses		43,621			4,746			98,679			54,863
Income (loss) before interest expense and taxes		(43,621	)		(4,746	)		(98,679	)		(54,863	)
Other income (expense)
Interest income from Activities		2,059			-			2,059			-
Interest income - related parties		-			1,892			1,868			22,125
Net income (loss) applicable to common shareholders	$	(41,562	)	$	(2,854	)	$	(94,752	)	$	(32,738	)
Earnings (loss) per share	$	(0.04	)	$	(0.00	)	$	(0.09	)	$	(0.03	)
Weighted average shares outstanding		1,057,628			1,057,628			1,057,628			1,057,628

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

2

DIRECT INVESTMENT HOLDINGS GROUP, INC

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

For the three and nine months ended September 30, 2022 and 2021

For the three months ended	Common Stock				Paid in		Retained Earnings
September 30, 2022	Shares		Amount		Capital		(Deficit)			Total Equity
Balance, June 30, 2022	$	1,057,628	$	10,576	$	1,376,682	$	(710,377	)	$	676,881
Net income (loss)		-		-		-		(41,562	)		(41,562	)
Balances at September 30, 2022	$	1,057,628	$	10,576	$	1,376,682	$	(751,939	)	$	635,319

For the three months ended	Common Stock				Paid in		Retained Earnings
September 30, 2021	Shares		Amount		Capital		(Deficit)			Total Equity
Balance, June 30, 2021	$	1,057,628	$	10,576	$	1,376,682	$	(636,735	)	$	750,523
Net income (loss)		-		-		-		(4,860	)		(4,860	)
Balances at June 30, 2021	$	1,057,628	$	10,576	$	1,376,682	$	(641,595	)	$	745,663

For the nine months ended	Common Stock				Paid in		Retained Earnings
September 30, 2022	Shares		Amount		Capital		(Deficit)			Total Equity
Balance, December 31, 2021		1,057,628	$	10,576	$	1,376,682	$	(657,187	)	$	730,071
Net income (loss)		-		-		-		(94,752	)		(94,752	)
Balances at September 30, 2022	$	1,057,628	$	10,576	$	1,376,682	$	(751,939	)	$	635,319

For the nine months ended	Common Stock				Paid in		Retained Earnings
September 30, 2021	Shares		Amount		Capital		(Deficit)			Total Equity
Balance, December 31, 2020	$	1,057,628	$	10,576	$	1,376,682	$	(611,711	)	$	775,547
Net income (loss)		-		-		-		(29,884	)		(29,884	)
Balances at September 30, 2021	$	1,057,628	$	10,576	$	1,376,682	$	(641,595	)	$	745,663

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

3

DIRECT INVESTMENT HOLDINGS GROUP, INC.

STATEMENT OF CASH FLOWS

(unaudited)

	For the nine months ended September 30,
	2022			2021
Cash Flows from Operating Activities
Net Income (Loss)	$	(94,752	)	$	(32,738	)
Adjustments to reconcile net income applicable to common shareholders to net cash provided by (used in) operating activities:
(Increase) decrease in
Interest receivable - related parties		(1,868	)		(3,619	)
Increase (decrease) in
Accounts payable - other		(6,469	)		1,006
Accounts payable - related parties		(12,386	)		7,833
Account receivable - related party		(1,500	)		-
Net cash provided by (used for) operating activities		(116,975	)		(27,518	)
Cash Flow from Investing activities
Mortgage receivable receipts		703			-
Notes receivable - related party		702,635			-
Mortgage receivable		(290,903	)		-
Net cash provided by (used for) investing equivalents		412,435			-
Net increase (decrease) in cash and cash equivalents		295,460			(27,518	)
Cash and cash equivalents at the beginning of period		51,659			27,518
Cash and cash equivalents at the end of period	$	347,119		$	-

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

4

DIRECT INVESTMENT HOLDINGS GROUP, INC.

NOTES TO FINANCIAL STATEMENTS

NOTE 1. ORGANIZATION AND BASIS OF PRESENTATION

Organization and business

Direct Investment Holdings Group, Inc. was incorporated in Nevada on December 19, 1996 and the Company is headquartered in Plantation, FL. The Company’s principal line of business and source of revenue is currently investments and interest on notes receivable. Direct Investment Holdings Group, Inc. is a publicly traded company; however, no trading market presently exists for the shares of common stock and its value is therefore not determinable.

Basis of presentation

The accompanying unaudited financial statements have been prepared in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States, or GAAP, have been condensed or omitted in accordance with such rules and regulations, although management believes the disclosures are adequate to prevent the information presented from being misleading. In the opinion of management, all adjustments (consisting of normal recurring matters) considered necessary for a fair presentation have been included.

These financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ending December 31, 2021. Operating results for the nine months period ended September 30, 2022 are not necessarily indicative of the results that may be expected for any subsequent quarter or for the fiscal year ending December 31, 2022.

NOTE 2. CHANGE OF CONTROL

A Stock Purchase Agreement (the “Agreement”) was made, entered into, and closed as of April 7, 2021, by and among A Way Financial, Inc., a Delaware Business Corporation (the “Purchaser”) and TPS Income, Inc., and Nevada Sea Investments, Inc. (the “Sellers”).

Sellers were, prior to the transaction closing the beneficial owner of the following shares of the Company: (i)TPS Income, Inc.(“TPS”) owned 37.48%; and (ii) Nevada Sea Investments, Inc.(“Nevada Sea”)owned 37.82% of 1,057,628 shares of all issued and outstanding shares of the Company’s Common Stock which were held in the respective name of the Sellers. As of the completion of the closing on April 7, 2021, the shares formerly owned by Sellers are owned by the Purchaser.

NOTE 3. NOTE RECEIVABLE AND ACCRUED INTEREST – RELATED PARTY

In connection with change of control, note receivable - Carmel Realty, Inc., a related party, was purchased by A Way Financial Inc, a Delaware business, a related party and guaranteed by Direct Mortgage Investors Inc., a related party. The company received in full the note receivable and all accrued interest subsequent to December 31, 2021, on April 12, 2022. 

	30-Sep-22		31-Dec-21
Note receivable – Directed Mortgage Investors, Inc. - related party
Unsecured, due on demand	$	-	$	700,767
Total note and account receivable – related party	$	-	$	700,767

5

DIRECT INVESTMENT HOLDINGS GROUP, INC.

NOTES TO FINANCIAL STATEMENTS

NOTE 4. MORTGAGE RECEIVABLE

A mortgage receivable for $290,903 was purchased by the Company on August 5, 2022 for face value from Direct Mortgage Investors, Inc. a related party. The note bears interest at 4.25% with a 30-year term and the payee is not a related party.

	30-Sep-22		31-Dec-21
Mortgage receivable - current portion	$	3,739		-
Mortgage receivable		286,461
Total mortgage receivable	$	290,200	$	-

NOTE 5. RELATED PARTIES TRANSACTIONS

Transactions involving related parties cannot be presumed to be carried out on an arm’s length basis due to the absence of free market forces that naturally exist in business dealings between two or more unrelated entities. Related party transactions may not always be favorable to our business and may include terms, conditions and agreements that are not necessarily beneficial to or in best interest of our company.

NOTE 6. FEDERAL INCOME TAXES

The Company accounts for income taxes in accordance with Accounting Standards Codification, (“ASC”) No. 740, “Accounting for Income Taxes”. ASC 740 requires an asset and liability approach to financial accounting for income taxes. In the event differences between the financial reporting basis and the tax basis of the Company’s assets and liabilities result in deferred tax assets, ASC 740 requires an evaluation of the probability of being able to realize the future benefits indicated.

Recognition of the benefits of deferred tax assets will require the Company to generate future taxable income. There is no assurance that the Company will generate earnings in future years.

NOTE 7. OTHER MATTERS 

We are closely monitoring the impact of the COVID-19 pandemic on all aspects of our business and across our portfolio. While we did not experience significant disruptions during 2021 from the COVID-19 pandemic, we are unable to predict the impact the COVID-19 pandemic will have on its financial condition, results of operations and cash flows due to numerous uncertainties.

First Equity Properties, Inc., a Nevada Business Corporation, had a name change to Direct Investment Holdings, Inc. filed effective 11/02/2021 with the Secretary of State, State of Nevada.

NOTE 8. SUBSEQUENT EVENTS 

The Company has evaluated subsequent events through November 11, 2022, the date the financial statements were available to be issued and has determined that no changes took part.

6

ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with the financial statements and notes thereto appearing elsewhere in this report. This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the federal securities laws. We caution investors that any forward-looking statements presented in this report, or which management may make orally or in writing from time to time, are based on beliefs and assumptions made by, and information currently available to, management. When used, the words “anticipate”, “believe”, “estimate”, “expect”, “intend”, “may”, “might”, “plan”, “project”, “result”, “should”, “will” and similar expressions which do not relate solely to historical matters are intended to identify forward-looking statements. Such statements are subject to risks, uncertainties and assumptions and are not guarantees of future performance, which may be affected by known and unknown risks, trends, uncertainties and factors that are beyond our control. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated or projected by the forward-looking statements. We caution you that while forward-looking statements reflect our good-faith beliefs when we make them, they are not guarantees of future performance and are impacted by actual events when they occur after we make such statements. Accordingly, investors should use caution in relying on forward-looking statements, which are based on results and trends at the time they are made, to anticipate future results or trends.

Change of Control Transaction

1. A Stock Purchase Agreement (the “Agreement”) has been made and entered into and closing completed as of 4/7/2021, by and among A Way Financial Inc., a Delaware Business Corporation (the “Purchaser”) and TPS Income, inc., and nevada SEA investments, inc (the “Sellers”).

2. Sellers were, prior to the transaction closing the beneficial owner of the following shares of Direct Investment Holdings Group, Inc. (“FEPI”) Common Stock: (i) TPS Income, Inc. (“TPS”) owned 37.48%; and (ii) Nevada Sea Investments, Inc. (“Nevada Sea”) owned 37.82% of 1,057,628 shares of all issued and outstanding shares of FEPI Common Stock (“Shares”). The Shares were held in the respective names of the Sellers.

3. As of completion of the closing, the shares formerly owned by Sellers are owned by the Purchaser.

4. The Company, in connection with the change in control, the $750,523 note receivable was purchased by A Way Financial Inc, a Delaware business, a related party and guaranteed by Direct Mortgage Investors Inc., a related party. The company received in full the note receivable and all accrued interest subsequent to December 31, 2021, on April 12, 2022.

5. First Equity Properties, Inc., a Nevada Business Corporation, had a name change to Direct Investment Holdings, Inc. filed effective 11/02/2021 with the Secretary of State, State of Nevada.

Related parties

We apply ASC Topic 805, “Business Combinations”, to evaluate business relationships. Related parties are persons or entities who have one or more of the following characteristics, which include entities for which investments in their equity securities would be required, trust for the benefit of persons including principal owners of the entities and members of their immediate families, management personnel of the entity and members of their immediate families and other parties with which the entity may deal if one party controls or can significantly influence the decision making of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests, or affiliates of the entity.

7

Results of Operations

The following discussion is based on our Statement of Operations within our Financial Statements as presented in Part 1, Item 1 of this report for the nine months ended September 30, 2022, and 2021. The discussion is not meant to be an all-inclusive discussion of the changes within our operations. Instead, we have focused on the significant items relevant to obtain an understanding of the changes in our operations.

The results of operations for the nine months ended September 30, 2022, are not necessarily indicative of the results that may be expected for other interim periods or for the full fiscal year.

Our sole source of income is from the interest received on affiliated and nonaffiliated receivables. Expenses are primarily related to professional and administrative fees.

Comparison of the three months ended September 30, 2022, to the same period ended 2021. 

We reported net loss applicable to common shareholders of ($41,562) for the three months ended September 30, 2022, as compared to a net loss to common shareholders of ($2,854) for the same period ended 2021. 

Comparison of the nine months ended September 30, 2022, to the same period ended 2021.

We reported net loss applicable to common shareholders of ($94,752) for the nine months ended September 30, 2022, as compared to a net loss to common shareholders of ($32,738) for the same period ended 2021.

Liquidity and Capital Resources

General

Our principal liquidity needs for the next twelve months are funding of normal recurring expenses of legal and administrative fees.

Our note receivable was collected on April 12, 2022, in full and all accrued interest subsequent to December 31, 2021. 

Our cash and cash equivalents decreased by $295,460 from operations during the nine months ending September 30, 2022.

Our accounts payable – decreased by payments of $12,386 during the nine months ending September 30, 2022.

Retained earnings decreased by $41,562 in the 3^rd quarter 2022, resulting in a stockholders’ equity decrease. 

8

ITEM 3. CONTROLS AND PROCEDURES 

(a)

Evaluation of Disclosure Controls and Procedures.

A review and evaluation was performed by management under the supervision and with the participation of the Principal Executive Officers of the effectiveness of the Company’s disclosure controls and procedures, as required by Rule 13a-15(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of September 30, 2022. Based upon that most recent evaluation, which was completed as of the end of the period covered by this Form 10-Q, the Principal Executive Officers that the Company’s disclosure controls and procedures were effective at September 30, 2022 to ensure that information required to be disclosed in reports that the Company files submits under the Securities Exchange Act is recorded, processed, summarized and reported within the time period specified by the Securities and Exchange Commission (“SEC”) rules and forms. As a result of this evaluation, there were no significant changes in the Company’s internal control over financial reporting during the period ended September 30, 2022, that have materially affected or are reasonably likely to materially affect the Company’s internal control over financial reporting.

(b) Changes in Internal Controls over Financial Reporting. There have been no changes in the Company’s internal controls over financial reporting during the quarter ended September 30, 2022 that have materially affected or are reasonably likely to materially affect the Company’s internal controls over financial reporting.

9

PART II – OTHER INFORMATION

ITEM 4. EXHIBITS

The following exhibits are filed with this report or incorporated by reference as indicated.

Exhibit Number	Description
3.1	Articles of Incorporation of Wespac Property Corporation as filed with and endorsed by the Secretary of State of California on December 16, 1996 (incorporation by reference is made to Exhibit 3.1 to Form 8-K of First Equity Properties, Inc. for event reported June 19, 1996).
3.2	Articles of Incorporation of First Equity Properties, Inc. filed with and approved by the Secretary of State of Nevada on December 19, 1996 (incorporation by reference is made to Exhibit 3.2 to Form 8-K of First Equity Properties Inc, Inc. for event reported June 19, 1996).
3.3	Bylaws of Direct Investment Holdings Group, Inc. as adopted December 20, 1996 (incorporation by reference is made to Exhibit 3.3 to Form 8-K of First Equity Properties, Inc. for event reported June 19, 1996).
3.4	Agreement and Plan of Merger of Wespac Property Corporation and First Equity Properties, Inc. dated December 23, 1996 (incorporation by reference is made to Exhibit 3.4 to Form 8-K of First Equity Properties, Inc. for event reported June 19, 1996).
3.5	Articles of Merger of Wespac Property Corporation into First Equity Properties, Inc. as filed with and approved with the Secretary of State in Nevada December 24, 1996 (incorporation by reference is made to Exhibit 3.5 to Form 8-K of First Equity Properties, Inc. for event reported June 19, 1996).
3.6	Certificate of Designation of Preferences and Relative Participating or Optional of Other Special Rights and Qualifications, Limitations or Restrictions thereof of the Series A 8% Cumulative Preferred Stock (incorporation by reference is made to Exhibit 3.6 to Form 10-KSB of First Equity Properties, Inc. for the fiscal year ended December 31, 1996.)
31.1*	Certification of Principal Executive Officer pursuant to Rules 13a-14 and 15d-14 under the Securities Exchange Act of 1934.
31.2*	Certification of Principal Financial and Accounting Officer pursuant to Rules 13a-14 and 15d-14 under the Securities Exchange Act of 1934.
32.1*	Certification Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*	XBRL Instance Document
101.SCH*	XBRL Taxonomy Extension Schema Document
101.CAL*	XBRL Taxonomy 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.

10

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.

	DIRECT INVESTMENT HOLDINGS GROUP, INC.
Date: November 11, 2022	/s/ JAMES ANDERSON
	James Anderson
	Director, President & Treasurer

	DIRECT INVESTMENT HOLDINGS GROUP, INC.
Date: November 11, 2022	/s/ GLEN GOMEZ
	Glen Gomez
	Director, Vice President & Secretary

11

EX-31.1

EXHIBIT 31.1

RULE 13a – 14(a)/15d – 14(a) CERTIFICATION

I, James Anderson, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Direct Investment Holdings 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. I am responsible for establishing and maintaining internal controls and procedures (as defined in Exchange Act Rules 13a-15(e)) and internal control over financial reporting as defined in Exchange Act Rules 13(a)-15(f) and 15(d)-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 insure 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 controls 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 the 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. 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 controls.

Date: November 11, 2022	By:	/s/ JAMES ANDERSON
		James Anderson President and Treasurer (Principal Executive Officer)

EX-31.2

EXHIBIT 31.2

RULE 13a – 14(a)/15d – 14(a) CERTIFICATION

I, Glen Gomez, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Direct Investment Holdings 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. I am responsible for establishing and maintaining internal controls and procedures (as defined in Exchange Act Rules 13a-15(e)) and internal control over financial reporting as defined in Exchange Act Rules 13(a)-15(f) and 15(d)-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 insure 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 controls 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 the 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. 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 controls.

Date: November 11, 2022	By:	/s/ GLEN GOMEZ
		Glen Gomez Vice President & Secretary (Principal Financial Officer)

EX-32.1

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 Direct Investment Holdings Group, Inc. (the “Company”), on Form 10-Q for the period ended September 30, 2022, as filed with Securities Exchange Commission on the date hereof (the “Report”), James Anderson, Director, President and Treasurer of the Company, and Glen Gomez, Vice President and Secretary of the Company, each hereby certify 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 as amended; and

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

Date: November 11, 2022	By:	/s/ JAMES ANDERSON
		James Anderson President and Treasurer

Date: November 11, 2022	By:	/s/ GLEN GOMEZ
		Glen Gomez Vice President and Secretary

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Cover - shares	9 Months Ended
	Sep. 30, 2022	Nov. 11, 2022
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2022
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2022
Current Fiscal Year End Date	--12-31
Entity File Number	000-11777
Entity Registrant Name	Direct Investment Holdings Group, Inc
Entity Central Index Key	0000726516
Entity Tax Identification Number	95-6799846
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	150 S. Pine Island Rd
Entity Address, Address Line Two	Suite 300
Entity Address, City or Town	Plantation
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33324
City Area Code	(855)
Local Phone Number	456-9782
Title of 12(b) Security	Common Stock
Trading Symbol	FEPI
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		1,057,628

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BALANCE SHEET (Unaudited) - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Assets
Cash and cash equivalents	$ 347,119	$ 51,659
Account receivable - related party	1,500
Mortgage receivable - current portion	3,739
Total current assets	352,358	51,659
Other assets
Notes receivable - related party		700,767
Mortgage receivable	286,461
Total assets	638,819	752,426
Liabilities and Shareholders’ Equity
Accounts payable - other	3,500	9,969
Accounts payable - related party		12,386
Total liabilities	3,500	22,355
Shareholders’ equity
Common stock, $0.01 par value; 40,000,000 shares authorized; 9,767,821 issued and outstanding	10,576	10,576
Preferred stock, $0.01 par value; 4,960,000 shares authorized; none issued or outstanding
Paid in capital	1,376,682	1,376,682
Retained earnings (deficit)	(751,939)	(657,187)
Total shareholders’ equity	635,319	730,071
Total liabilities and shareholders’ equity	$ 638,819	$ 752,426

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BALANCE SHEET (Unaudited) (Parenthetical) - $ / shares	Sep. 30, 2022	Dec. 31, 2021
Statement of Financial Position [Abstract]
Common Stock, Par or Stated Value Per Share	$ 0.01	$ 0.01
Common Stock, Shares Authorized	40,000,000	40,000,000
Common Stock, Shares, Issued	9,767,821	9,767,821
Common Stock, Shares, Outstanding	9,767,821	9,767,821
Preferred Stock, Par or Stated Value Per Share	$ 0.01	$ 0.01
Preferred Stock, Shares Authorized	4,960,000	4,960,000
Preferred Stock, Shares Issued	0	0
Preferred Stock, Shares Outstanding	0	0

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STATEMENTS OF OPERATIONS (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Operating Expenses
Administrative fees - related parties				$ 3,015
General and administrative	17,347	1,246	29,105	10,959
Legal and professional fees	4,069	3,500	37,869	40,889
Donations	20,000		29,500
Insurance expenses	2,205		2,205
Total operating expenses	43,621	4,746	98,679	54,863
Income (loss) before interest expense and taxes	(43,621)	(4,746)	(98,679)	(54,863)
Other income (expense)
Interest income from Activities	2,059		2,059
Interest income - related parties		1,892	1,868	22,125
Net income (loss) applicable to common shareholders	$ (41,562)	$ (2,854)	$ (94,752)	$ (32,738)
Earnings (loss) per share	$ (0.04)	$ (0.00)	$ (0.09)	$ (0.03)
Weighted average shares outstanding	1,057,628	1,057,628	1,057,628	1,057,628

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STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY - USD ($)	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Beginning balance, value at Dec. 31, 2020	$ 10,576	$ 1,376,682	$ (611,711)	$ 775,547
Beginning balance, shares at Dec. 31, 2020	1,057,628
Net income (loss)			(29,884)	(29,884)
Ending balance, value at Sep. 30, 2021	$ 10,576	1,376,682	(641,595)	745,663
Ending balance, shares at Sep. 30, 2021	1,057,628
Beginning balance, value at Jun. 30, 2021	$ 10,576	1,376,682	(636,735)	750,523
Beginning balance, shares at Jun. 30, 2021	1,057,628
Net income (loss)			(4,860)	(4,860)
Ending balance, value at Sep. 30, 2021	$ 10,576	1,376,682	(641,595)	745,663
Ending balance, shares at Sep. 30, 2021	1,057,628
Beginning balance, value at Dec. 31, 2021	$ 10,576	1,376,682	(657,187)	730,071
Beginning balance, shares at Dec. 31, 2021	1,057,628
Net income (loss)			(94,752)	(94,752)
Ending balance, value at Sep. 30, 2022	$ 10,576	1,376,682	(751,939)	635,319
Ending balance, shares at Sep. 30, 2022	1,057,628
Beginning balance, value at Jun. 30, 2022	$ 10,576	1,376,682	(710,377)	676,881
Beginning balance, shares at Jun. 30, 2022	1,057,628
Net income (loss)			(41,562)	(41,562)
Ending balance, value at Sep. 30, 2022	$ 10,576	$ 1,376,682	$ (751,939)	$ 635,319
Ending balance, shares at Sep. 30, 2022	1,057,628

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CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Cash Flows from Operating Activities
Net Income (Loss)	$ (94,752)	$ (32,738)
Increase (decrease) in
Interest receivable - related parties	(1,868)	(3,619)
Accounts payable - other	(6,469)	1,006
Accounts payable - related parties	(12,386)	7,833
Account receivable - related party	(1,500)
Net cash provided by (used for) operating activities	(116,975)	(27,518)
Cash Flow from Investing activities
Mortgage receivable receipts	703
Notes receivable - related party	702,635
Mortgage receivable	(290,903)
Net cash provided by (used for) investing equivalents	412,435
Net increase (decrease) in cash and cash equivalents	295,460	(27,518)
Cash and cash equivalents at the beginning of period	51,659	27,518
Cash and cash equivalents at the end of period	$ 347,119

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ORGANIZATION AND BASIS OF PRESENTATION

9 Months Ended

Sep. 30, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

ORGANIZATION AND BASIS OF PRESENTATION

NOTE 1. ORGANIZATION AND BASIS OF PRESENTATION

Organization and business

Direct Investment Holdings Group, Inc. was incorporated in Nevada on December 19, 1996 and the Company is headquartered in Plantation, FL. The Company’s principal line of business and source of revenue is currently investments and interest on notes receivable. Direct Investment Holdings Group, Inc. is a publicly traded company; however, no trading market presently exists for the shares of common stock and its value is therefore not determinable.

Basis of presentation

The accompanying unaudited financial statements have been prepared in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States, or GAAP, have been condensed or omitted in accordance with such rules and regulations, although management believes the disclosures are adequate to prevent the information presented from being misleading. In the opinion of management, all adjustments (consisting of normal recurring matters) considered necessary for a fair presentation have been included.

These financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ending December 31, 2021. Operating results for the nine months period ended September 30, 2022 are not necessarily indicative of the results that may be expected for any subsequent quarter or for the fiscal year ending December 31, 2022.

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CHANGE OF CONTROL

9 Months Ended

Sep. 30, 2022

Change Of Control

CHANGE OF CONTROL

NOTE 2. CHANGE OF CONTROL

A Stock Purchase Agreement (the “Agreement”) was made, entered into, and closed as of April 7, 2021, by and among A Way Financial, Inc., a Delaware Business Corporation (the “Purchaser”) and TPS Income, Inc., and Nevada Sea Investments, Inc. (the “Sellers”).

Sellers were, prior to the transaction closing the beneficial owner of the following shares of the Company: (i)TPS Income, Inc.(“TPS”) owned 37.48%; and (ii) Nevada Sea Investments, Inc.(“Nevada Sea”)owned 37.82% of 1,057,628 shares of all issued and outstanding shares of the Company’s Common Stock which were held in the respective name of the Sellers. As of the completion of the closing on April 7, 2021, the shares formerly owned by Sellers are owned by the Purchaser.

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NOTE RECEIVABLE AND ACCRUED INTEREST – RELATED PARTY

9 Months Ended

Sep. 30, 2022

Receivables [Abstract]

NOTE RECEIVABLE AND ACCRUED INTEREST – RELATED PARTY

NOTE 3. NOTE RECEIVABLE AND ACCRUED INTEREST – RELATED PARTY

In connection with change of control, note receivable - Carmel Realty, Inc., a related party, was purchased by A Way Financial Inc, a Delaware business, a related party and guaranteed by Direct Mortgage Investors Inc., a related party. The company received in full the note receivable and all accrued interest subsequent to December 31, 2021, on April 12, 2022. 

	30-Sep-22		31-Dec-21
Note receivable – Directed Mortgage Investors, Inc. - related party
Unsecured, due on demand	$	-	$	700,767
Total note and account receivable – related party	$	-	$	700,767

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MORTGAGE RECEIVABLE

9 Months Ended

Sep. 30, 2022

Mortgage Receivable

MORTGAGE RECEIVABLE

NOTE 4. MORTGAGE RECEIVABLE

A mortgage receivable for $290,903 was purchased by the Company on August 5, 2022 for face value from Direct Mortgage Investors, Inc. a related party. The note bears interest at 4.25% with a 30-year term and the payee is not a related party.

	30-Sep-22		31-Dec-21
Mortgage receivable - current portion	$	3,739		-
Mortgage receivable		286,461
Total mortgage receivable	$	290,200	$	-

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RELATED PARTIES TRANSACTIONS

9 Months Ended

Sep. 30, 2022

Related Party Transactions [Abstract]

RELATED PARTIES TRANSACTIONS

NOTE 5. RELATED PARTIES TRANSACTIONS

Transactions involving related parties cannot be presumed to be carried out on an arm’s length basis due to the absence of free market forces that naturally exist in business dealings between two or more unrelated entities. Related party transactions may not always be favorable to our business and may include terms, conditions and agreements that are not necessarily beneficial to or in best interest of our company.

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FEDERAL INCOME TAXES

9 Months Ended

Sep. 30, 2022

Income Tax Disclosure [Abstract]

FEDERAL INCOME TAXES

NOTE 6. FEDERAL INCOME TAXES

The Company accounts for income taxes in accordance with Accounting Standards Codification, (“ASC”) No. 740, “Accounting for Income Taxes”. ASC 740 requires an asset and liability approach to financial accounting for income taxes. In the event differences between the financial reporting basis and the tax basis of the Company’s assets and liabilities result in deferred tax assets, ASC 740 requires an evaluation of the probability of being able to realize the future benefits indicated.

Recognition of the benefits of deferred tax assets will require the Company to generate future taxable income. There is no assurance that the Company will generate earnings in future years.

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OTHER MATTERS

9 Months Ended

Sep. 30, 2022

Other Matters

OTHER MATTERS

NOTE 7. OTHER MATTERS 

We are closely monitoring the impact of the COVID-19 pandemic on all aspects of our business and across our portfolio. While we did not experience significant disruptions during 2021 from the COVID-19 pandemic, we are unable to predict the impact the COVID-19 pandemic will have on its financial condition, results of operations and cash flows due to numerous uncertainties.

First Equity Properties, Inc., a Nevada Business Corporation, had a name change to Direct Investment Holdings, Inc. filed effective 11/02/2021 with the Secretary of State, State of Nevada.

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SUBSEQUENT EVENTS

9 Months Ended

Sep. 30, 2022

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

NOTE 8. SUBSEQUENT EVENTS 

The Company has evaluated subsequent events through November 11, 2022, the date the financial statements were available to be issued and has determined that no changes took part.

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ORGANIZATION AND BASIS OF PRESENTATION (Policies)

9 Months Ended

Sep. 30, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization and business

Organization and business

Direct Investment Holdings Group, Inc. was incorporated in Nevada on December 19, 1996 and the Company is headquartered in Plantation, FL. The Company’s principal line of business and source of revenue is currently investments and interest on notes receivable. Direct Investment Holdings Group, Inc. is a publicly traded company; however, no trading market presently exists for the shares of common stock and its value is therefore not determinable.

Basis of presentation

Basis of presentation

The accompanying unaudited financial statements have been prepared in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States, or GAAP, have been condensed or omitted in accordance with such rules and regulations, although management believes the disclosures are adequate to prevent the information presented from being misleading. In the opinion of management, all adjustments (consisting of normal recurring matters) considered necessary for a fair presentation have been included.

These financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ending December 31, 2021. Operating results for the nine months period ended September 30, 2022 are not necessarily indicative of the results that may be expected for any subsequent quarter or for the fiscal year ending December 31, 2022.

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NOTE RECEIVABLE AND ACCRUED INTEREST – RELATED PARTY (Tables)

9 Months Ended

Sep. 30, 2022

Receivables [Abstract]

Schedule of note receivable and accrued interest - related party

	30-Sep-22		31-Dec-21
Note receivable – Directed Mortgage Investors, Inc. - related party
Unsecured, due on demand	$	-	$	700,767
Total note and account receivable – related party	$	-	$	700,767

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MORTGAGE RECEIVABLE (Tables)

9 Months Ended

Sep. 30, 2022

Mortgage Receivable

Schedle Of Mortgage Receivable

	30-Sep-22		31-Dec-21
Mortgage receivable - current portion	$	3,739		-
Mortgage receivable		286,461
Total mortgage receivable	$	290,200	$	-

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CHANGE OF CONTROL (Details Narrative) - shares	9 Months Ended
	Sep. 30, 2022	Apr. 07, 2022	Dec. 31, 2021
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Common Stock, Shares, Issued	9,767,821	1,057,628	9,767,821
Common Stock, Shares, Outstanding	9,767,821	1,057,628	9,767,821
Stock Purchase Agreement [Member] | T P S Income Inc [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Percentage of ownership prior to change of control	37.48%
Stock Purchase Agreement [Member] | Nevada Sea Investments Inc [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Percentage of ownership prior to change of control	37.82%

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NOTE RECEIVABLE AND ACCRUED INTEREST RELATED PARTY (Details) - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Defined Benefit Plan Disclosure [Line Items]
Total note and account receivable - related party		$ 700,767
Directed Mortgage Investors [Member]
Defined Benefit Plan Disclosure [Line Items]
Total note and account receivable - related party		$ 700,767

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MORTGAGE RECEIVABLE (Details) - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Mortgage Receivable
Mortgage receivable - current portion	$ 3,739
Mortgage receivable	286,461
Total mortgage receivable	$ 290,200

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MORTGAGE RECEIVABLE (Details Narrative) - Direct Mortgage Investors [Member]	Aug. 05, 2022 USD ($)
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Mortgage receivable	$ 290,903
Note bears interest	4.25%