 |
| Attached files |
| File | Filename |
| XML - IDEA: XBRL DOCUMENT - DLD Group, Inc. | R20.htm |
| XML - IDEA: XBRL DOCUMENT - DLD Group, Inc. | R10.htm |
| XML - IDEA: XBRL DOCUMENT - DLD Group, Inc. | R5.htm |
| XML - IDEA: XBRL DOCUMENT - DLD Group, Inc. | R21.htm |
| XML - IDEA: XBRL DOCUMENT - DLD Group, Inc. | R16.htm |
| XML - IDEA: XBRL DOCUMENT - DLD Group, Inc. | R14.htm |
| XML - IDEA: XBRL DOCUMENT - DLD Group, Inc. | R13.htm |
| XML - IDEA: XBRL DOCUMENT - DLD Group, Inc. | R15.htm |
| XML - IDEA: XBRL DOCUMENT - DLD Group, Inc. | R19.htm |
| XML - IDEA: XBRL DOCUMENT - DLD Group, Inc. | R11.htm |
| XML - IDEA: XBRL DOCUMENT - DLD Group, Inc. | R12.htm |
| XML - IDEA: XBRL DOCUMENT - DLD Group, Inc. | R4.htm |
| XML - IDEA: XBRL DOCUMENT - DLD Group, Inc. | R18.htm |
| XML - IDEA: XBRL DOCUMENT - DLD Group, Inc. | R1.htm |
| XML - IDEA: XBRL DOCUMENT - DLD Group, Inc. | R17.htm |
| XML - IDEA: XBRL DOCUMENT - DLD Group, Inc. | R3.htm |
| XML - IDEA: XBRL DOCUMENT - DLD Group, Inc. | R7.htm |
| XML - IDEA: XBRL DOCUMENT - DLD Group, Inc. | R22.htm |
| XML - IDEA: XBRL DOCUMENT - DLD Group, Inc. | R6.htm |
| XML - IDEA: XBRL DOCUMENT - DLD Group, Inc. | R2.htm |
| XML - IDEA: XBRL DOCUMENT - DLD Group, Inc. | R8.htm |
| EXCEL - IDEA: XBRL DOCUMENT - DLD Group, Inc. | Financial_Report.xls |
| XML - IDEA: XBRL DOCUMENT - DLD Group, Inc. | R9.htm |
| EX-32.1 - CERTIFICATION OF CHIEF EXECUTIVE OFFICER - DLD Group, Inc. | exhibit32-1.htm |
| EX-31.1 - CERTIFICATION OF CHIEF EXECUTIVE OFFICER - DLD Group, Inc. | exhibit31-1.htm |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C.
20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30,
2012
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: 000-27195
DLD GROUP, INC. (Exact name
of registrant as specified in its charter)
| NEVADA |
98-0117139 |
| (State or other jurisdiction of |
(I.R.S. Employee Identification No.) |
| incorporation or organization) |
|
25 Fordham Drive Buffalo, New York
14216 (Address of principal executive offices) (Zip Code)
(716) 868-6789 (Registrants 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 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 [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 filer. See definition of accelerated filer and large
accelerated filer in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer [ ] |
Accelerated
filer
[ ] |
| Non-accelerated filer [ ] |
Smaller reporting company [X] |
| (Do not check if a smaller reporting company) |
|
Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act). Yes [X]
No [ ]
The number of shares outstanding of the Registrants common
stock as of November 14, 2012 was 100,000,000 shares of common stock, par value
$0.001.
DLD GROUP, INC.
FORM 10-Q
September 30, 2012
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
DLD Group, Inc.
(formerly known as EWRX INTERNET SYSTEMS, INC.)
(A Development Stage
Company)
CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2012
DLD Group, Inc.
(formerly known as EWRX INTERNET SYSTEMS, INC.) |
| (A Development Stage Company) |
CONTENTS
| CONDENSED BALANCE SHEETS AS
OF SEPTEMBER 30, 2012 (UNAUDITED) AND AS OF DECEMBER 31, 2011 |
1 |
| |
|
| CONDENSED STATEMENTS OF
OPERATIONS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2012 AND 2011
AND FOR THE PERIOD FROM JANUARY 1, 2002 (RE-ENTERING THE DEVELOPMENT
STAGE) TO SEPTEMBER 30, 2012 (UNAUDITED) |
2 |
| |
|
| CONDENSED STATEMENT OF
CHANGES IN STOCKHOLDERS' EQUITY (DEFICIENCY) FOR THE PERIOD JANUARY 1, 2002
(RE-ENTERING THE DEVELOPMENT STAGE) TO SEPTEMBER 30, 2012 (UNAUDITED) |
3 |
| |
|
| CONDENSED STATEMENTS OF CASH
FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2012 AND 2011 AND FOR THE
PERIOD FROM JANUARY 1, 2002 (RE-ENTERING THE DEVELOPMENT STAGE) TO
SEPTEMBER 30, 2012 (UNAUDITED) |
4 |
| |
|
| NOTES TO CONDENSED FINANCIAL
STATEMENTS (UNAUDITED) |
5 - 11 |
DLD Group, Inc.
(formerly known as EWRX INTERNET SYSTEMS, INC.) |
| (A Development Stage Company) |
| |
| Condensed Balance Sheets |
| |
|
September 30 |
|
|
December 31 |
|
| |
|
2012 |
|
|
2011 |
|
| |
|
(Unaudited) |
|
|
|
|
| |
|
$ |
|
|
$ |
|
| ASSETS |
|
| |
|
|
|
|
|
|
| |
|
|
|
|
|
|
| Current Assets |
|
|
|
|
|
|
| Cash |
$ |
- |
|
$ |
431 |
|
| Total Current Assets |
|
- |
|
|
431 |
|
| |
|
|
|
|
|
|
| Furniture and equipment (note 3) |
|
3,720 |
|
|
- |
|
| |
|
|
|
|
|
|
| Total Assets |
$ |
3,720 |
|
$ |
431 |
|
| |
|
|
|
|
|
|
| |
|
|
|
|
|
|
| |
|
|
|
|
|
|
| LIABILITIES AND STOCKHOLDERS'
EQUITY (DEFICIENCY) |
|
| |
|
|
|
|
|
|
| |
|
|
|
|
|
|
| Current Liabilities |
|
|
|
|
|
|
| Accounts payable and accrued liabilities |
$ |
1,149 |
|
$ |
19,180 |
|
| Note payable - related party |
|
- |
|
|
8,538 |
|
| Total Liabilities |
|
1,149 |
|
|
27,718 |
|
| |
|
|
|
|
|
|
| |
|
|
|
|
|
|
| Commitments and Contingencies |
|
- |
|
|
- |
|
| |
|
|
|
|
|
|
| Stockholders' Equity (Deficiency) |
|
|
|
|
|
|
Preferred stock, $0.01 par value per share, 500,000 shares
authorized, none and none issued and outstanding
respectively |
|
- |
|
|
- |
|
Common stock, $0.001 par value; 200,000,000
shares
authorized, 100,000,000 and 100,000,000 shares issued
and
outstanding, respectively |
|
100,000 |
|
|
100,000 |
|
| Additional paid - in capital |
|
8,029,995 |
|
|
7,919,230 |
|
| Accumulated deficit |
|
(8,496,144 |
) |
|
(8,496,144 |
) |
| Accumulated other comprehensive loss |
|
- |
|
|
(893 |
) |
| Earnings accumulated during the development
stage |
|
368,720 |
|
|
450,520 |
|
| Total Stockholders' Equity (Deficiency) |
|
2,571 |
|
|
(27,287 |
) |
| |
|
|
|
|
|
|
| Total Liabilities and Stockholders' Equity (Deficiency) |
$ |
3,720 |
|
$ |
431 |
|
1
(See accompanying notes to condensed unaudited financial
statements)
DLD Group, Inc.
(formerly known as EWRX INTERNET SYSTEMS, INC.) |
| (A Development Stage Company) |
| Condensed Statements of Operations |
| "Unaudited" |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Period
from |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
January 1, 2002 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
(Re-entering the |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
Development |
|
| |
|
For the Three Months |
|
|
For the Nine Months |
|
|
Stage) |
|
| |
|
Ended September 30 |
|
|
Ended September 30 |
|
|
to September 30 |
|
| |
|
2012 |
|
|
2011 |
|
|
2012 |
|
|
2011 |
|
|
2012 |
|
| Operating Expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Amortization |
$ |
262 |
|
$ |
- |
|
$ |
262 |
|
$ |
- |
|
$ |
262 |
|
| Entertainment |
|
676 |
|
|
- |
|
|
676 |
|
|
69 |
|
|
2,594 |
|
| In kind contribution - services |
|
18,000 |
|
|
18,000 |
|
|
54,000 |
|
|
54,000 |
|
|
414,000 |
|
| Management fees |
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
15,000 |
|
| Office and General |
|
180 |
|
|
4,879 |
|
|
4,006 |
|
|
6,301 |
|
|
55,276 |
|
| Professional fees |
|
5,249 |
|
|
3,838 |
|
|
17,940 |
|
|
17,305 |
|
|
263,901 |
|
| Salary and Wages |
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
28,000 |
|
| Telephone |
|
1,381 |
|
|
169 |
|
|
1,381 |
|
|
450 |
|
|
4,012 |
|
| Travel |
|
3,770 |
|
|
- |
|
|
3,770 |
|
|
- |
|
|
9,316 |
|
| Total Operating Expenses |
|
29,518 |
|
|
26,886 |
|
|
82,035 |
|
|
78,125 |
|
|
792,361 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Net Loss from operations |
|
(29,518 |
) |
|
(26,886 |
) |
|
(82,035 |
) |
|
(78,125 |
) |
|
(792,361 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Other (Expenses) Income |
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Foreign exchange (loss) gain |
|
- |
|
|
(7 |
) |
|
(52 |
) |
|
(306 |
) |
|
(8,036 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Interest expense |
|
- |
|
|
(8,897 |
) |
|
(1,375 |
) |
|
(27,187 |
) |
|
(180,757 |
) |
| Forgiveness of debt |
|
- |
|
|
- |
|
|
1,662 |
|
|
- |
|
|
1,349,874 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total Other Income (Expenses) |
|
- |
|
|
(8,904 |
) |
|
235 |
|
|
(27,493 |
) |
|
1,161,081 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Net (loss) income |
$ |
(29,518 |
) |
$ |
(35,790 |
) |
$ |
(81,800 |
) |
$ |
(105,618 |
) |
$ |
368,720 |
|
| Net income (loss) per |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Share - Basic
and |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Diluted |
$ |
- |
|
$ |
- |
|
$ |
- |
|
$ |
- |
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Weighted Average Number of Common Stock during
the period - Basic and Diluted |
|
100,000,000 |
|
|
100,000,000 |
|
|
100,000,000 |
|
|
100,000,000 |
|
|
|
|
2
(See accompanying notes to condensed unaudited financial
statements)
DLD Group, Inc.
(formerly known as EWRX INTERNET SYSTEMS, INC.) |
| (A Development Stage Company) |
| |
| Statement of Changes in Stockholders' Equity (Deficiency) |
| for the period (January 1, 2002) Re-entering the
Development |
| Stage Through to September 30, 2012 |
| |
| "Unaudited" |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings |
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated |
|
|
Accumulated |
|
|
Total |
|
| |
|
|
|
|
|
|
|
|
|
|
Additional |
|
|
|
|
|
During the |
|
|
Other |
|
|
Stockholders' |
|
| |
|
Number of |
|
|
Capital |
|
|
Preferred |
|
|
Paid-in |
|
|
Accumulated |
|
|
Development |
|
|
Comprehensive |
|
|
Equity |
|
| |
|
Shares |
|
|
Stock |
|
|
Stock |
|
|
Capital |
|
|
Deficit |
|
|
Stage |
|
|
Loss |
|
|
(Deficiency) |
|
| Balance, December 31, 2001 |
|
20,704,140 |
|
$ |
20,704 |
|
$ |
- |
|
$ |
6,967,848 |
|
$ |
(8,496,144 |
) |
$ |
- |
|
$ |
- |
|
$ |
(1,507,592 |
) |
| Stock issued on settlement of debt |
|
1,276,227 |
|
|
1,276 |
|
|
- |
|
|
197,872 |
|
|
- |
|
|
- |
|
|
- |
|
|
199,148 |
|
| Stock issued on Flashback purchase |
|
3,700,000 |
|
|
3,700 |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
3,700 |
|
| Stock issued on private placement |
|
445,900 |
|
|
446 |
|
|
- |
|
|
44,144 |
|
|
- |
|
|
- |
|
|
- |
|
|
44,590 |
|
| Finance fee |
|
- |
|
|
- |
|
|
- |
|
|
(9,590 |
) |
|
- |
|
|
- |
|
|
- |
|
|
(9,590 |
) |
| Net loss |
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
(71,799 |
) |
|
- |
|
|
(71,799 |
) |
| Balance, December 31, 2002 |
|
26,126,267 |
|
|
26,126 |
|
|
- |
|
|
7,200,274 |
|
|
(8,496,144 |
) |
|
(71,799 |
) |
|
- |
|
|
(1,341,543 |
) |
| Stock issued on settlement of debt |
|
40,000,000 |
|
|
40,000 |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
40,000 |
|
| Net loss |
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
(19,342 |
) |
|
- |
|
|
(19,342 |
) |
| Balance, December 31, 2003 |
|
66,126,267 |
|
|
66,126 |
|
|
- |
|
|
7,200,274 |
|
|
(8,496,144 |
) |
|
(91,141 |
) |
|
- |
|
|
(1,320,885 |
) |
| Stock issued on settlement of debt |
|
33,873,733 |
|
|
33,874 |
|
|
- |
|
|
(12,558 |
) |
|
- |
|
|
- |
|
|
- |
|
|
21,316 |
|
| Net income |
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
1,030,812 |
|
|
- |
|
|
1,030,812 |
|
| Balance, December 31, 2004 |
|
100,000,000 |
|
|
100,000 |
|
|
- |
|
|
7,187,716 |
|
|
(8,496,144 |
) |
|
939,671 |
|
|
- |
|
|
(268,757 |
) |
| Net loss |
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
(19,163 |
) |
|
- |
|
|
(19,163 |
) |
| Balance, December 31, 2005 |
|
100,000,000 |
|
|
100,000 |
|
|
- |
|
|
7,187,716 |
|
|
(8,496,144 |
) |
|
920,508 |
|
|
- |
|
|
(287,920 |
) |
| Net income |
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
62,506 |
|
|
- |
|
|
62,506 |
|
| Balance, December 31, 2006 |
|
100,000,000 |
|
|
100,000 |
|
|
- |
|
|
7,187,716 |
|
|
(8,496,144 |
) |
|
983,014 |
|
|
- |
|
|
(225,414 |
) |
| In kind contribution - interest |
|
- |
|
|
- |
|
|
- |
|
|
19,184 |
|
|
- |
|
|
- |
|
|
- |
|
|
19,184 |
|
| In kind contribution - services |
|
- |
|
|
- |
|
|
- |
|
|
72,000 |
|
|
- |
|
|
- |
|
|
- |
|
|
72,000 |
|
| Net loss |
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
(112,224 |
) |
|
- |
|
|
(112,224 |
) |
| Balance, December 31, 2007 |
|
100,000,000 |
|
|
100,000 |
|
|
- |
|
|
7,278,900 |
|
|
(8,496,144 |
) |
|
870,790 |
|
|
- |
|
|
(246,454 |
) |
| In kind contribution - interest |
|
- |
|
|
- |
|
|
- |
|
|
24,117 |
|
|
- |
|
|
- |
|
|
- |
|
|
24,117 |
|
| In kind contribution - services |
|
- |
|
|
- |
|
|
- |
|
|
72,000 |
|
|
- |
|
|
- |
|
|
- |
|
|
72,000 |
|
| Net loss |
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
(131,538 |
) |
|
- |
|
|
(131,538 |
) |
| Balance, December 31, 2008 |
|
100,000,000 |
|
|
100,000 |
|
|
- |
|
|
7,375,017 |
|
|
(8,496,144 |
) |
|
739,252 |
|
|
- |
|
|
(281,875 |
) |
| Net loss |
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
(126,511 |
) |
|
- |
|
|
(126,511 |
) |
| Foreign currency translation adjustment |
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
(893 |
) |
|
(893 |
) |
| Total comprehensive loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(127,404 |
) |
| In kind contribution - interest |
|
- |
|
|
- |
|
|
- |
|
|
29,244 |
|
|
- |
|
|
- |
|
|
- |
|
|
29,244 |
|
| In kind contribution - services |
|
- |
|
|
- |
|
|
- |
|
|
72,000 |
|
|
- |
|
|
- |
|
|
- |
|
|
72,000 |
|
| Balance, December 31, 2009 |
|
100,000,000 |
|
|
100,000 |
|
|
- |
|
|
7,476,261 |
|
|
(8,496,144 |
) |
|
612,741 |
|
|
(893 |
) |
|
(308,035 |
) |
| Net loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(119,861 |
) |
|
|
|
|
(119,861 |
) |
| In kind contribution - interest |
|
- |
|
|
- |
|
|
- |
|
|
33,725 |
|
|
- |
|
|
- |
|
|
- |
|
|
33,725 |
|
| In kind contribution - services |
|
- |
|
|
- |
|
|
- |
|
|
72,000 |
|
|
- |
|
|
- |
|
|
- |
|
|
72,000 |
|
| Balance, December 31, 2010 |
|
100,000,000 |
|
$ |
100,000 |
|
|
- |
|
$ |
7,581,986 |
|
$ |
(8,496,144 |
) |
$ |
492,880 |
|
$ |
(893 |
) |
$ |
(322,171 |
) |
| Net loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(42,360 |
) |
|
|
|
|
(42,360 |
) |
| In kind contribution - interest |
|
- |
|
|
- |
|
|
- |
|
|
37,215 |
|
|
- |
|
|
- |
|
|
- |
|
|
37,215 |
|
| In kind contribution - services |
|
- |
|
|
- |
|
|
- |
|
|
72,000 |
|
|
- |
|
|
- |
|
|
- |
|
|
72,000 |
|
| Forgiveness of debt officer |
|
- |
|
|
- |
|
|
- |
|
|
228,029 |
|
|
- |
|
|
- |
|
|
- |
|
|
228,029 |
|
| Balance, December 31, 2011 |
|
100,000,000 |
|
$ |
100,000 |
|
|
- |
|
$ |
7,919,230 |
|
$ |
(8,496,144 |
) |
$ |
450,520 |
|
$ |
(893 |
) |
$ |
(27,287 |
) |
| Net loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(23,914 |
) |
|
|
|
|
(23,914 |
) |
| In kind contribution - interest |
|
- |
|
|
- |
|
|
- |
|
|
370 |
|
|
- |
|
|
- |
|
|
- |
|
|
370 |
|
| In kind contribution - services |
|
- |
|
|
- |
|
|
- |
|
|
18,000 |
|
|
- |
|
|
- |
|
|
- |
|
|
18,000 |
|
| Balance, March 31, 2012 |
|
100,000,000 |
|
|
100,000 |
|
|
- |
|
|
7,937,600 |
|
|
(8,496,144 |
) |
|
426,606 |
|
|
(893 |
) |
|
(32,831 |
) |
| Net loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(28,368 |
) |
|
|
|
|
(28,368 |
) |
| In kind contribution - interest |
|
- |
|
|
- |
|
|
- |
|
|
536 |
|
|
- |
|
|
- |
|
|
- |
|
|
536 |
|
| In kind contribution - services |
|
- |
|
|
- |
|
|
- |
|
|
18,000 |
|
|
- |
|
|
- |
|
|
- |
|
|
18,000 |
|
| Forgiveness of debt officer |
|
|
|
|
|
|
|
|
|
|
6,726 |
|
|
|
|
|
|
|
|
|
|
|
6,726 |
|
| Balance, June 30, 2012 |
|
100,000,000 |
|
|
100,000 |
|
|
- |
|
|
7,962,862 |
|
|
(8,496,144 |
) |
|
398,238 |
|
|
(893 |
) |
|
(35,937 |
) |
| Net loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(29,518 |
) |
|
|
|
|
(29,518 |
) |
| In kind contribution - services |
|
- |
|
|
- |
|
|
- |
|
|
18,000 |
|
|
- |
|
|
- |
|
|
- |
|
|
18,000 |
|
| Forgiveness of debt officer |
|
- |
|
|
- |
|
|
- |
|
|
8,828 |
|
|
- |
|
|
- |
|
|
- |
|
|
8,828 |
|
| Contributed capital by Former officer |
|
- |
|
|
- |
|
|
- |
|
|
30,316 |
|
|
- |
|
|
- |
|
|
893 |
|
|
31,209 |
|
| Contributed capital by director |
|
- |
|
|
- |
|
|
- |
|
|
9,989 |
|
|
- |
|
|
- |
|
|
- |
|
|
9,989 |
|
| Balance, September 30, 2012 |
|
100,000,000 |
|
|
100,000 |
|
|
- |
|
|
8,029,995 |
|
|
(8,496,144 |
) |
|
368,720 |
|
|
- |
|
|
2,571 |
|
3
(See accompanying notes to condensed unaudited financial
statements)
DLD Group, Inc.
(formerly known as EWRX INTERNET SYSTEMS, INC.) |
| (A Development Stage Company) |
| Condensed Statements of Cash Flows |
| "Unaudited" |
| |
|
|
|
|
|
|
|
Period from |
|
| |
|
|
|
|
|
|
|
January 1, 2002 |
|
| |
|
|
|
|
|
|
|
(Re-entering the |
|
| |
|
|
|
|
|
|
|
Development |
|
| |
|
For the Nine Months |
|
|
Stage) to |
|
| |
|
2012 |
|
|
2011 |
|
|
2012 |
|
| Cash Flows from Operating Activities |
|
|
|
|
|
|
|
|
|
| Net income (loss) |
$ |
(81,800 |
) |
$ |
(105,618 |
) |
$ |
368,720 |
|
|
Adjustments to reconcile net (loss) income to net cash used in operations |
|
|
|
|
|
|
|
|
|
|
Amortization |
|
262 |
|
|
- |
|
|
262 |
|
|
Non-cash item - expenses recovered |
|
- |
|
|
- |
|
|
(1,142,152 |
) |
|
Forgiveness of debt |
|
- |
|
|
- |
|
|
(97,294 |
) |
|
In kind contribution services |
|
54,000 |
|
|
54,000 |
|
|
414,000 |
|
|
Imputed interest on loans |
|
906 |
|
|
27,614 |
|
|
144,391 |
|
| Changes in
operating assets and liabilities |
|
|
|
|
|
|
|
|
|
| Increase/(Decrease)
in accounts payable and accrued liabilities |
|
(18,031 |
) |
|
11,180 |
|
|
8,804 |
|
| Net Cash Used in Operating
Activities |
|
(44,663 |
) |
|
(12,824 |
) |
|
(303,269 |
) |
| |
|
|
|
|
|
|
|
|
|
| Cash Flows for Investing Activities |
|
|
|
|
|
|
|
|
|
| Acquisition of property, plant
and equipment |
|
(3,982 |
) |
|
- |
|
|
(3,982 |
) |
| Net Cash used in Investing Activities |
|
(3,982 |
) |
|
- |
|
|
(3,982 |
) |
| Cash Flows from Financing Activities |
|
|
|
|
|
|
|
|
|
| Settlement of debt by director |
|
- |
|
|
- |
|
|
19,113 |
|
| Proceeds from
issuance of common stock |
|
- |
|
|
- |
|
|
38,700 |
|
| Loans from related parties |
|
- |
|
|
- |
|
|
68,718 |
|
| Repayment of
loans from directors |
|
- |
|
|
(411 |
) |
|
(1,623 |
) |
| Repayment of loans from related
parties |
|
- |
|
|
(250 |
) |
|
(60,092 |
) |
| Capital Contributions |
|
47,924 |
|
|
14,452 |
|
|
243,126 |
|
| Net Cash Provided by Financing Activities |
|
47,924 |
|
|
13,791 |
|
|
307,942 |
|
| Effect of exchange rate changes on cash
and cash equivalents |
|
290 |
|
|
- |
|
|
(691 |
) |
| Net (decrease) increase in cash |
|
(431 |
) |
|
967 |
|
|
- |
|
| Cash, beginning of period/year |
|
431 |
|
|
335 |
|
|
- |
|
| Cash, end of period/year |
$ |
- |
|
$ |
1,302 |
|
$ |
- |
|
| Supplemental Information: |
|
|
|
|
|
|
|
|
|
|
Cash paid for interest |
$ |
- |
|
$ |
- |
|
$ |
36,476 |
|
|
Cash paid for taxes |
$ |
- |
|
$ |
- |
|
$ |
- |
|
Supplemental disclosure of non-cash Investing and Financing
activities:
During the nine months ended September 30, 2012, the
company's principal officer forgave loans of $15,554. The forgiveness was
treated as contributed capital from the principal officer.
4
(See accompanying notes to condensed unaudited financial
statements)
DLD Group, Inc.
(formerly known as EWRX INTERNET SYSTEMS, INC.) |
| (A Development Stage Company) |
| Notes to Condensed Financial Statements |
| September 30, 2012 |
| "Unaudited" |
| 1. |
Summary of Significant Accounting Policies and
Organization |
| |
|
|
|
(A) |
Basis of Presentation and Organization |
| |
|
|
|
|
EWRX Internet Systems, Inc. was
incorporated on June 25, 1997 in the State of Nevada. The Company
re-entered the development stage on January 1, 2002. On October 9, 2012, EWRX Internet Systems, Inc. changed its name to DLD Group, Inc. (the “Company”). The company intends
to be in the business of development and marketing of computer
software. |
| |
|
|
|
|
The accompanying unaudited condensed financial statements
have been prepared in accordance with accounting principles generally
accepted in The United States of America and the rules and regulations of
the Securities and Exchange Commission for interim financial information.
Accordingly, they do not include all of the information necessary for a
comprehensive presentation of financial position and results of
operations. The interim results for the period ended September 30, 2012
are not necessarily indicative of results for the full year. It is
management's opinion, however that all material adjustments (consisting of
normal recurring adjustments) have been made which are necessary for a
fair financial statements presentation. |
| |
|
|
|
|
Activities since re-entering the development stage have
been comprised mainly of administrative matters. |
| |
|
|
|
(B) |
Furniture and Equipment |
| |
|
|
|
|
Property, plant and equipment assets are stated at cost.
Amortization is provided on the declining balance method as
follow: |
| Furniture |
20% |
| Computer |
30% |
| |
(C) |
Cash and Cash Equivalents |
| |
|
|
| |
|
For purposes of the cash flow statements, the Company
considers all highly liquid investments with original maturities of three
months or less at the time of purchase to be cash equivalents. Cash
includes deposits at foreign financial institutions which are not covered
by FDIC. |
| |
|
|
| |
|
As of September 30, 2012 and December 31, 2011, the
Company held $Nil and $103 in US Funds at a Canadian bank respectively. In
addition as of September 30, 2012 and December 31, 2011, the Company held
$Nil (translated to USD) and $328 (translated to USD) of Canadian Fund in
a Canadian bank, respectively. |
| |
|
|
| |
(D) |
Use of Estimates |
| |
|
|
| |
|
In preparing financial statements in conformity with
generally accepted accounting principles, management is required to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and the disclosure of contingent assets and liabilities at the
date of the financial statements and revenue and expenses during the
reported period. Significant estimates include the valuation of deferred
taxes and the valuation of in kind contribution of services and interest.
Actual results could differ from those estimates. |
5
DLD Group, Inc.
(formerly known as EWRX INTERNET SYSTEMS, INC.) |
| (A Development Stage Company) |
| |
| Notes to Condensed Financial Statements |
| September 30, 2012 |
| "Unaudited" |
| 1. |
Summary of Significant Accounting Policies and
Organization (continued) |
| |
|
|
|
(E) |
Revenue Recognition |
| |
|
|
|
|
Revenue is recognized when persuasive evidence of an
arrangement exists, delivery has occurred, the fee is fixed or
determinable and collectability is assured. The company had no revenue for
the nine months ended September 30, 2012 and 2011. |
| |
|
|
|
(F) |
Fair Value of Financial Instruments |
| |
|
|
|
|
The carrying amounts of the Company's financial
instruments including accounts payable and accrued liabilities approximate
their fair value due to the relatively short period to maturity for these
instruments. |
| |
|
|
|
(G) |
Income/(Loss) Per Share |
| |
|
|
|
|
Basic and diluted net loss per common share is computed
based upon the weighted average common shares outstanding as defined by
FASB Accounting Standards Codification Topic 260, Earnings per Share. As
of September 30, 2012 and 2011, respectively, there were no common share
equivalents outstanding. |
| |
|
|
|
(H) |
Income Taxes |
| |
|
|
|
|
The Company accounts for income taxes under the FASB
Accounting Standards Codification Topic 740, Income taxes. Under Topic
740, deferred tax assets and liabilities are recognized for the future tax
consequences attributable to 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. Under FASB
Accounting Standards Codification Topic 740, the effect on deferred tax
assets and liabilities of a change in tax rates is recognized in income in
the period that includes the enactment date. |
| |
|
|
|
(I) |
Business Segments |
| |
|
|
|
|
The Company operates in one segment and therefore segment
information is not presented. |
| |
|
|
|
(J) |
Recent Accounting Pronouncements |
| |
|
|
|
|
In December 2011, FASB issued Accounting Standards Update
2011-11, Balance Sheet - Disclosures about Offsetting Assets and
Liabilities to enhance disclosure requirements relating to the offsetting
of assets and liabilities on an entity's balance sheet. The update
requires enhanced disclosures regarding assets and liabilities that are
presented net or gross in the statement of financial position when the
right of offset exists, or that are subject to an enforceable master
netting arrangement. The new disclosure requirements relating to this
update are retrospective and effective for annual and interim periods
beginning on or after January 1, 2013. The update only requires additional
disclosures, as such, we do not expect that the adoption of this standard
will have a material impact on our results of operations, cash flows or
financial condition. |
6
DLD Group, Inc.
(formerly known as EWRX INTERNET SYSTEMS, INC.) |
| (A Development Stage Company) |
| Notes to Condensed Financial Statements |
| September 30, 2012 |
| "Unaudited" |
| 1. |
Summary of Significant Accounting Policies and
Organization (continued) |
| |
|
|
|
(J) |
Recent Accounting Pronouncements (continued) |
| |
|
|
|
|
In July 2012, FASB issued Accounting Standards Update
2012-01, Balance Sheet Subtopic 954-430, Health Care EntitiesDeferred
Revenue, requires that a continuing care retirement community recognize a
deferral of revenue when a contract between a continuing care retirement
community and a resident stipulates that (1) a portion of the advanced fee
is refundable if the contract holders unit is reoccupied by a subsequent
resident, (2) the refund is limited to the proceeds of reoccupancy, and
(3) the legal environment and the entitys management policy and practice
support the withholding of refunds under condition (2). Questions have
arisen in practice about cases where the refund depends on reoccupancy.
The objective of this Update is to clarify the reporting for refundable
advance fees received by continuing care retirement communities. The
amendments in this update are effective for fiscal periods beginning after
December 15, 2013. Early adoption is permitted. The amendments in this
Update should be applied retrospectively by recording a cumulative-effect
adjustment to opening retained earnings (or unrestricted net assets) as of
the beginning of the earliest period presented. |
| |
|
|
|
|
In July 2012, FASB issued Accounting Standards Update
2012-02, Balance Sheet- Intangibles- Goodwill and Other (Topic 350):
Testing Indefinite-Lived Intangible Assets for Impairment is an Amendment
to FASB Accounting Standards Update 2011-08. The objective of the
amendments in this Update is to reduce the cost and complexity of
performing an impairment test for indefinite-lived intangible assets by
simplifying how an entity tests those assets for impairment and to improve
consistency in impairment testing guidance among long-lived asset
categories. The amendments permit an entity first to assess qualitative
factors to determine whether it is more likely than not that an
indefinite-lived intangible asset is impaired as a basis for determining
whether it is necessary to perform the quantitative impairment test in
accordance with Subtopic 350-30, IntangiblesGoodwill and OtherGeneral
Intangibles Other than Goodwill. The more-likely-than-not threshold is
defined as having a likelihood of more than 50 percent. The amendments are
effective for annual and interim impairment tests performed for fiscal
years beginning after September 15, 2012. Early adoption is permitted,
including for annual and interim impairment tests performed as of a date
before July 27, 2012, if a public entitys financial statements for the
most recent annual or interim period have not yet been issued or, for
nonpublic entities, have not yet been made available for
issuance. |
7
DLD Group, Inc.
(formerly known as EWRX INTERNET SYSTEMS, INC.) |
| (A Development Stage Company) |
| |
| Notes to Condensed Financial Statements |
| September 30, 2012 |
| "Unaudited" |
| 2. |
Going Concern |
| |
|
|
As reflected in the accompanying unaudited condensed
financial statements, the Company is in the development stage with no
operations, a net loss of $81,800 for the nine months ended September 30,
2012, and cash used in operations from re-entering the development stage
of $303,269. This raises substantial doubt about its ability to continue
as a going concern. The ability of the Company to continue as a going
concern has been, and remains, dependent on advances from its stockholders
and the Company's ability to raise additional capital. The financial
statements do not include any adjustments that might be necessary if the
Company is unable to continue as a going concern. |
| |
|
| 3. |
Furniture and
Equipment |
| |
|
|
|
|
|
|
|
|
2012 |
|
|
2011 |
|
| |
|
|
|
|
|
Accumulated |
|
|
Net Cost |
|
|
Net Cost |
|
| |
|
|
Cost |
|
|
Depreciation |
|
|
Value |
|
|
Value |
|
| |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Furniture |
|
1,476 |
|
|
74 |
|
|
1,402 |
|
|
- |
|
| |
Computer |
|
2,506 |
|
|
188 |
|
|
2,318 |
|
|
- |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
3,982 |
|
|
262 |
|
|
3,720 |
|
|
- |
|
| 4. |
Related Party Transaction |
| |
|
|
As of September 30, 2012, Navitex Technology, Inc., a
company which is controlled by one of the former stockholders of the
Company forgave $8,828 of loan. This amount was recorded as additional
paid in capital in 2012. These loans have no fixed terms of repayment, are
unsecured, and bear no interest. During the nine months ended September
30, 2012 and 2011, the Company imputed interest on these loans of $906 and
$651, respectively. (See Note 5(d)) |
| |
|
|
On the above transaction, the Company imputed interest at
a rate of 16.67% which is comparable to past borrowings. |
| |
|
|
On June 30, 2012, the former officer and director forgave
$6,726 of advances. The total forgiveness of debt was recorded as
additional paid in capital in 2012. (See Note 5(d)) |
| |
|
|
On July 26, 2012, the former officer and director paid
off $31,209 of liabilities. The amount paid off was recorded as additional
paid in capital in 2012. (See Note 5(d)) |
| |
|
|
During the nine months ended September 30, 2012, the
director paid $9,989 of expenses on behalf of the Company. The amount paid
was recorded as additional paid in capital in 2012. (See Note
5(d)) |
8
DLD Group, Inc.
(formerly known as EWRX INTERNET SYSTEMS, INC.) |
| (A Development Stage Company) |
| |
| Notes to Condensed Financial Statements |
| September 30, 2012 |
| "Unaudited" |
| 5. |
Stockholders' Deficiency |
| |
|
|
|
(A) |
Common Stock Issued for Purchase of Software |
| |
|
|
|
|
During 2002, the Company issued 3,700,000 shares of
common stock in association with the purchase of computer software.
Additionally, the Company has agreed to pay the seller a royalty fee of 7%
of gross sales. As of September 30, 2012, the Company has not made any
sales of the software that would result in the payment of a royalty
fee. |
| |
|
|
|
(B) |
Common Stock Issued for Debt |
| |
|
|
|
|
During 2002, the Company issued 1,276,227 shares of
common stock in order to settle debt amounting to $199,148. ($0.1560 per
share) |
| |
|
|
|
|
During 2003, the Company issued 40,000,000 shares of
common stock in order to settle debt amounting to $40,000. ($0.0010 per
share) |
| |
|
|
|
|
During 2004, the Company issued 33,873,733 shares of
common stock in order to settle debt amounting to $21,316. ($0.0006 per
share) |
| |
|
|
|
(C) |
Common Stock Issued for Cash |
| |
|
|
|
|
During 2002, the company issued 445,900 shares of common
stock for $44,590 in conjunction with a private placement offer less a
finance fee of $9,590 for a net cash value of $35,000. ($0.0785 per
share) |
| |
|
|
|
(D) |
In-kind Contribution |
| |
|
|
|
|
During 2007, the Company recorded additional paid-in
capital of $72,000 for the fair value of services provided to the Company
by its president. |
| |
|
|
|
|
During 2007, the Company recorded additional paid-in
capital of $19,184 for the imputed interest on loans from related
party. |
| |
|
|
|
|
During 2008, the Company recorded additional paid-in
capital of $72,000 for the fair value of services provided to the Company
by its president. |
| |
|
|
|
|
During 2008, the Company recorded additional paid-in
capital of $24,117 for the imputed |
| |
|
|
|
|
During 2009, the Company recorded additional paid-in
capital of $72,000 for the fair value of services provided to the Company
by its president. |
| |
|
|
|
|
During 2009, the Company recorded additional paid-in
capital of $29,244 for the imputed interest on loans from related
party. |
| |
|
|
|
|
During 2010, the Company recorded additional paid-in
capital of $72,000 for the fair value of services provided to the Company
by its president. |
9
DLD Group, Inc.
(formerly known as EWRX INTERNET SYSTEMS, INC.) |
| (A Development Stage Company) |
| Notes to Condensed Financial Statements |
| September 30, 2012 |
| "Unaudited" |
| 5. |
Stockholders' Deficiency (continued) |
| |
|
|
|
|
During 2010, the Company recorded additional paid-in
capital of $33,725 for the imputed interest on loans from related
parties. |
| |
|
|
|
|
During 2011, the Company recorded additional paid-in
capital of $72,000 for fair value of services provided by the Company by
its president. |
| |
|
|
|
|
During 2011, the Company recorded additional paid-in
capital of $37,215 for the imputed interest on loans from related
parties. |
| |
|
|
|
|
In December 2011, the officer and director forgave
$228,029 of advances. The total forgiveness of debt was recorded as
additional paid in capital in 2011. |
| |
|
|
|
|
During nine months ending September 30, 2012 the Company
recorded additional paid-in capital of $54,000 for the fair value of
services provided to the Company by its president.
As of September 30,
2012, Navitex Technology, Inc., a company which is controlled by one of
the former stockholders of the Company forgave $8,828 of loan. This amount
was recorded as additional paid in capital in 2012. (See Note 4)
During
nine months ending September 30, 2012, the Company recorded additional
paid-in capital of $906 for the imputed interest on the advances from a
director and note payable - related party. (See Note 4)
On June 30, 2012,
the former officer and director forgave $6,726 of advances. The total
forgiveness of debt was recorded as additional paid in capital in 2012.
(See Note 4)
On July 26, 2012, the former officer and director paid off
$31,209 of liabilities. The amount paid off was recorded as additional
paid in capital in 2012. (See Note 4)
During the nine months ended
September 30, 2012, the director paid $9,989 of expenses on behalf of the
Company. The amount paid was recorded as additional paid in capital in
2012. (See Note 4) |
| |
|
|
|
(E) |
Amendment to Articles of Incorporation |
| |
|
|
|
|
During 1999, the Company amended its Articles of
Incorporation to change the name of the corporation and provide for an
increase in its authorized share capital. The name of the Company was
changed from Europa Resources, Inc. to EWRX Internet Systems, Inc. The
authorized capital stock increased to 100,000,000 common shares at a par
value of $0.001 per share. |
| |
|
|
|
|
During 2009, the Company amended its Articles of
Incorporation to increase the authorized capital stock to 200,000,000
common shares at a par value of $0.001 per share. |
| |
|
|
| 6. |
Forgiveness Debt |
| |
|
|
|
The Company has certain accounts payables which have been
outstanding since 2005 when the Company became dormant. The company policy
has been to write off these debts as they become unenforceable, generally
after the six year statute of limitations has been reached. |
| |
|
|
|
On June 30, 2012, the company has written off $1,662 in
accounts payable and recorded them as Forgiveness of Debt in other expenses. |
10
Item 2. Management's 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 Quarterly Report on Form 10-Q. The following discussion contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 relating to future events or our future performance. Actual results may materially differ from those projected in the forward-looking statements as a
result of certain risks and uncertainties set forth in this Quarterly Report. Although management believes that the assumptions made and expectations reflected in the forward-looking statements are reasonable, there is no assurance that the
underlying assumptions will, in fact, prove to be correct or that actual results will not be different from expectations expressed in this Quarterly Report.
Plan of Operations
Since we formally ceased operations, we have had no business or operations. Recently, our management determined that it was in the best interests of our shareholders to seek an operating company to acquire. On July 3, 2012, our majority shareholder
entered into a Common Stock Purchase Agreement with International Dianliandian Shops Network Science & Technology Corporation, a New York Corporation, Mr. Fenglin Wang, Dr. Wenyi Yu, Mr. Wenyong Wang, Ms. Fang Wang, Mr. Jihuiai Bao and Mr. Fang
Cheng for the sale of Seventy Five Million Nine Hundred Twenty Three Thousand Seven Hundred Thirty Three (75,923,733) shares of our Common Stock, representing approximately 75.92% of our issued and outstanding common shares (the "Change of
Control"). Pursuant to the Change of Control, our officers and directors resigned and new officers and directors were appointed. The new management is working to acquire a company that focuses on exporting US made products to China via an
online shopping service platform. As of the date of this filing, the acquisition of this Company has not been completed.
Results of Operations
The Company has been in a state of reorganization and development over the past two years. We were unsuccessful in executing our business plan and therefore were forced to cease operating and enter into the Change of Control transaction. The Company
continues to experience financial deficiencies that have been a source of constant concern over this and previous periods in its operations.
Liquidity and Capital Resources
The Company has no cash on hand as of September 30, 2012.
The Company will continue to evaluate alternative sources of capital to meet our requirements, including other asset or debt financing, issuing equity securities and entering into financing arrangements. There can be no assurance, however, that any
of the contemplated financing arrangements described herein will be available and, if available, can be obtained on terms favorable to the Company.
The Company currently does not have any cash on hand to satisfy its minimum cash requirements for the next twelve months. The Company is going to rely on loans from our officers and directors to meet the short term cash requirements. The present state of the Company’s liquidity and capital resources raises substantial doubt about its ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company’s ability to raise additional capital and implement its business plan.
Critical Accounting Policies
The Company's financial statements and related public financial information are based on the application of accounting principles generally accepted in the United States ("GAAP"). GAAP requires the use of estimates;
assumptions, judgments and subjective interpretations of accounting principles that have an impact on the assets, liabilities, revenue and expense amounts reported. These estimates can also affect supplemental information contained in our external
disclosures including information regarding contingencies, risk and financial condition. We believe our use of estimates and underlying accounting assumptions adhere to GAAP and are consistently and conservatively applied. We base our estimates on
historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or conditions. We continue to monitor significant
estimates made during the preparation of our financial statements.
While all these significant accounting policies impact our financial condition and results of operations, we view certain of these policies as critical. Policies determined to be critical are those policies that have the most significant impact on
our condensed financial statements and require management to use a greater degree of judgment and estimates. Actual results may differ from those estimates. Management believes that given current facts and circumstances, it is unlikely that applying
any other reasonable judgments or estimate methodologies would cause effect on our results of operations, financial position or liquidity for the periods presented in this report.
Recent Accounting Pronouncements
In December 2011, FASB issued Accounting Standards Update 2011 11, Balance Sheet Disclosures about Offsetting Assets and Liabilities” to enhance disclosure requirements relating to the offsetting of assets and liabilities on an entity's balance sheet. The update requires enhanced disclosures regarding assets and liabilities that are presented net or gross in the statement of financial position when the right of offset exists, or that are subject to an enforceable master netting arrangement. The new disclosure requirements relating to this update are retrospective and effective for annual and interim periods beginning on or after January 1, 2013. The update only requires additional disclosures, as such, we do not expect that the adoption of this standard will have a material impact on our results of operations, cash flows or financial condition.
In July 2012, FASB issued Accounting Standards Update 2012 01, Balance Sheet – Subtopic 954 430, Health Care Entities—Deferred Revenue, requires that a continuing care retirement community recognize a deferral of revenue when a contract between a continuing care retirement community and a resident stipulates that (1) a portion of the advanced fee is refundable if the contract holder’s unit is reoccupied by a subsequent resident, (2) the refund is limited to the proceeds of reoccupancy, and (3) the legal environment and the entity’s management policy and practice support the withholding of refunds under condition (2). Questions have arisen in practice about cases where the refund depends on reoccupancy. The objective of this Update is to clarify the reporting for refundable advance fees received by continuing care retirement communities. The amendments in this update are effective for fiscal periods beginning after December 15, 2013. Early adoption is permitted. The amendments in this Update should be applied retrospectively by recording a cumulative effect adjustment to opening retained earnings (or unrestricted net assets) as of the beginning of the earliest period presented.
In July 2012, FASB issued Accounting Standards Update 2012 02, Balance Sheet Intangibles Goodwill and Other (Topic 350): Testing Indefinite Lived Intangible Assets for Impairment is an Amendment to FASB Accounting Standards Update 2011 08. The objective of the amendments in this Update is to reduce the cost and complexity of performing an impairment test for indefinite lived intangible assets by simplifying how an entity tests those assets for impairment and to improve consistency in impairment testing guidance among long lived asset categories. The amendments permit an entity first to assess qualitative factors to determine whether it is more likely than not that an indefinite lived intangible asset is impaired as a basis for determining whether it is necessary to perform the quantitative impairment test in accordance with Subtopic 350 30, Intangibles—Goodwill and Other—General Intangibles Other than Goodwill. The more likely than not threshold is defined as having a likelihood of more than 50 percent. The amendments are effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. Early adoption is permitted, including for annual and interim impairment tests performed as of a date before July 27, 2012, if a public entity’s financial statements for the most recent annual or interim period have not yet been issued or, for nonpublic entities, have not yet been made available for issuance.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements, financings, or other relationships with unconsolidated entities or other persons, also known as "special purpose entities" (SPEs).
Item 3. Quantitative and Qualitative Disclosures about Market Risk
Not applicable because we are a smaller reporting company.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934 ("Exchange Act"), the Company carried out an evaluation, with the participation of the Company's management, including the Company's Chief Executive Officer
("CEO") and Chief Financial Officer ("CFO"),of the effectiveness of the Company's disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this
report. Based upon that evaluation, the Company's CEO and CFO concluded that the Company's disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in the reports that the
Company files or submits under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to the Company's
management, including the Company's CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.
Changes in Internal Controls
Except the change of control as described under Item 5 below, there have been no changes in the Company’s internal control over financial reporting during the latest fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
We are currently not involved in any litigation that we believe
could have a material adverse effect on our financial condition or results of
operations. There is no action, suit, proceeding, inquiry or investigation
before or by any court, public board, government agency, self-regulatory
organization or body pending or, to the knowledge of the executive officers of
our company or any of our subsidiaries, threatened against or affecting our
company, our common stock, any of our subsidiaries or of our companies or our
subsidiaries officers or directors in their capacities as such, in which an
adverse decision could have a material adverse effect.
Item 1A. Risk Factors
Not applicable because we are a smaller reporting company.
Item 2. Unregistered Sales of Equity Securities and Use of
Proceeds
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
EWRX Internet Systems, Inc., now known as DLD Group, Inc., a
corporation organized under the laws of the State of Nevada (the Company),
filed a Certificate of Amendment to its Articles of Incorporation (the
Amendment) to effectuate the name change of the Company from EWRX Internet
Systems, Inc. to DLD Group, Inc. The Amendment was filed with and accepted by
the Secretary of State for the State of Nevada on October 9, 2012.
The change in corporate name was authorized and approved by the
Board of Directors in connection to the change of control that occurred on July
3, 2012 and to better reflect the Companys future business operations.
For an additional discussion of the name change, please refer
to the Current Report on Form 8-K that was filed with the Securities and
Exchange Commission on EDGAR on November 6, 2012.
Item 6. Exhibits
| 101.INS* |
XBRL Instance
Document |
| |
|
| 101.SCH* |
XBRL Taxonomy
Schedule |
| |
|
| 101.CAL* |
XBRL Taxonomy
Calculation Linkbase |
| |
|
| 101.DEF* |
XBRL Taxonomy
Definition Linkbase |
| |
|
| 101.LAB* |
XBRL Taxonomy
Label Linkbase |
| |
|
| 101.PRE* |
XBRL Taxonomy
Presentation Linkbase |
In accordance with SEC Release 33-8238, Exhibit 32.1 and 32.2
are being furnished and not filed.
* Furnished herewith. XBRL (Extensible Business Reporting
Language) information is furnished and not filed or a part of a registration
statement or prospectus for purposes of Sections 11 or 12 of the Securities Act
of 1933, as amended, is deemed not filed for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended, and otherwise is not subject to
liability under these sections.
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.
| |
EWRX INTERNET SYSTEMS, INC. |
| |
|
| Date: November 14, 2012 |
By:
/s/ Keren Zhao |
| |
Keren
Zhao |
| |
Chief
Executive Officer and interim |
| |
Principal Accounting Officer |
| |
(Duly
Authorized Officer and Principal Executive |
| |
Officer) |
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