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Diverse Development Group Inc. – ‘10-Q’ for 9/30/19

On:  Tuesday, 11/12/19, at 2:27pm ET   ·   For:  9/30/19   ·   Accession #:  1477932-19-6316   ·   File #:  0-55634

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

11/12/19  Diverse Development Group Inc.    10-Q        9/30/19   32:831K                                   Discount Edgar/FA

Document/Exhibit                   Description                      Pages   Size 

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UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

For the quarterly period ended September 30, 2019

OR

For the transition period from __________ to __________

Commission file number 000-55634

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 the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

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

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 has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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, 2019, 6,515,000 shares of the Registrant’s common stock, par value $0.0001 per share, were issued and outstanding.

The aggregate market value of the registrant’s voting stock held by non-affiliates on September 30, 2019 (based upon the per share closing price of $0 was approximately $0 (0 shares)

Diverse Development Group, Inc.

Quarterly Report on Form 10-Q

Period Ended September 30, 2019

Table of Contents

PART I-FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

DIVERSE DEVELOPMENT GROUP, INC.

CONDENSED BALANCE SHEETS

(Unaudited)

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

DIVERSE DEVELOPMENT GROUP, INC.

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

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

DIVERSE DEVELOPMENT GROUP, INC.

CONDENSED STATEMENT OF STOCKHOLDERS' DEFICIT

(unaudited)

For the nine months ended September 30, 2019 

For the nine months ended September 30, 2018

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

DIVERSE DEVELOPMENT GROUP, INC.

 CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

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

DIVERSE DEVELOPMENT GROUP, INC.

Notes to Unaudited Condensed Financial Statements

For the Three and Nine Months Ended September 30, 2019 and 2018

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 financial statements have been prepared without audit 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 interim financial statements. Operating results for the interim period ended September 30, 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 U.S. GAAP 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 Company’s Annual Report on Form 10-K for the year ended December 31, 2018, filed with the SEC on March 20, 2019.

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 $178 and $104 as of September 30, 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 September 30, 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 September 30, 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. Dilutive loss per share excludes all potential common shares in their effect is anti-dilutive. As of September 30, 2019, and December 31, 2018, 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

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 and has sustained net losses of $58,082 for the nine months ended September 30, 2019. The Company had working capital deficits of $173,837 and $115,755 as of September 30, 2019 and December 31, 2018, respectively. The Company had an accumulated deficit of $176,021 and $117,939 as of September 30, 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 interim condensed financial statements have been prepared assuming that the Company will continue as a going concern; however, the above condition raises substantial doubt about the Company’s ability to do so. The 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 borrowings from a related party or from the sale of its equity. However, the Company currently has no commitments from any third parties for the purchase of its equity. If the Company is unable to acquire additional working capital, it will be required to significantly reduce its current level of operations.

NOTE 4 - ACCRUED LIABILITIES

The Company had accrued liabilities of $0 and $3,717 as of September 30, 2019 and December 31, 2018, respectively.

NOTE 5 - NOTES PAYABLE – RELATED PARTY

On December 31, 2018 the Company entered into a note payable with its President and CFO, 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, 2019, the Company has an outstanding balance of $174,015 of notes payable to a related party. The Company incurred $6,262 and $1,704 of interest expense for the nine months ended September 30, 2019 and September 30, 2018, respectively which is included in the balance of the related party note payable. The Company had a balance due to related party of $112,142 at December 31, 2018.

For the nine months ended September 30, 2019, the Company borrowed $61,873.

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. The Company has common stock outstanding of 6,515,000 shares of outstanding as of September 30, 2019 and December 31, 2018.

NOTE 7 - SUBSEQUENT EVENTS

The Company has evaluated subsequent events from the balance sheet date through, the date at which 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”.

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 nine months ended September 30, 2019, the Company posted net losses of $58,082.

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, 2019

The Company generated no revenues and had a net loss of $58,082 for the nine months ended September 30, 2019. The Company’s net loss was the primary result of $51,820 professional and filing fees for the purpose of maintaining its registration. The Company also incurred $6,262 in interest expense. Due to increases in filings fees and professional fees associated, losses increased over the prior year by 35%.

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. The Company’s net loss was the primary result of $36,163 professional and filing fees for the purpose of maintaining its registration. The Company also incurred $1,704 in interest expense.

Three months ended September 30, 2019

The Company generated no revenues and had a net loss of $11,295 for the three months ended September 30, 2019. The Company’s net loss was the primary result of $8,912 in professional and filing fees. The Company also incurred $2,383 in interest expense.

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. The Company’s net loss was the primary result of $13,276 in professional and filing fees. The Company also incurred $814 in interest expense.

Liquidity and Capital Resources

The Company had cash of $178 and $104 as of September 30, 2019 and December 31, 2018, respectively. The Company had working capital deficit of $173,837 and $115,755 as of September 30, 2019 and December 31, 2018, respectively.

For the nine months ended September 30, 2019 the Company used $61,799 in its operations. The Company also received $61,873 in related party notes. The Company incurred losses of $58,082.

For the nine months ended September 30, 2018, the Company used $43,520 from its operating activities. The Company also received $43,394 in related party notes. The Company incurred losses of $37,867.

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.

ITEM 4. 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, 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 September 30, 2019.

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 September 30, 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 September 30, 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.

ITEM 6. EXHIBITS.

_________

* filed herewith.

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.

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Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-Q’ Filing		Date		Other Filings
		12/31/19		NT 10-K
Filed on:		11/12/19
		11/7/19
For Period end:		9/30/19
		6/30/19		10-Q
		3/31/19		10-Q,  10-Q/A,  NT 10-Q
		3/20/19		10-K
		12/31/18		10-K
		9/30/18		10-Q
		6/30/18		10-Q,  NT 10-Q
		3/31/18		10-Q
		12/31/17		10-K,  NT 10-K
		12/17/16		4,  8-K
		4/4/16
				List all Filings

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Filing Submission 0001477932-19-006316   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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