UNITED STATES

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

Washington, D.C. 20549

FORM 10-Q

(Mark One)

[X]	QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~June~~September 30, 2017

[ ]	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ~~___________~~__ to ~~___________~~___

Commission File No. 000-55483

DIGITAL DONATIONS TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Delaware		47-4485832
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

68 South Service Road, Suite 100

Melville, New York 11747

(Address of principal executive offices) (zip code)

631-465-2163
(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days). Yes [X] No [ ]

Indicate by check mark whether the registrant 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 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, 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.

Large accelerated filer	[ ]	Accelerated filer	[ ]
Non-accelerated filer	[ ] (Do not check if a smaller reporting company)	Smaller Reporting Company	[X]
Emerging growth company	[X]

Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

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(1) of the Exchange Act [X]

As of ~~August~~November 1420, 2017, the Company had 89,~~447~~797,~~712~~706 shares of its common stock, par value $.0001 per share, issued and outstanding.

DIGITAL DONATIONS TECHNOLOGIES, INC. TABLE OF CONTENTS

TABLE OF CONTENTS

		Page

PART I. FINANCIAL INFORMATION

Item 1.	Condensed Financial Statements
	Condensed Consolidated Balance Sheets, September 30, 2017 (unaudited) and December 31, 2016	3
	Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2017 and 2016 (unaudited)	4
	Condensed Consolidated Statements of Cash Flows, Nine Months Ended September 30, 2017 and 2016 (unaudited)	5
	Notes to Condensed Financial Statements (unaudited)	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	9
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	12
Item 4.	Controls and Procedures	12

PART II. OTHER INFORMATION		12

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	12
Item 6.	Exhibits	13

		Page
PART I. FINANCIAL INFORMATION
Item 1.	Condensed Financial Statements
	Condensed Consolidated Balance Sheets, June 30, 2017 (unaudited) and December 31, 2016	3
	Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2017 and 2016 (unaudited)	4
	Condensed Consolidated Statements of Cash Flows, Six Months Ended June 30, 2017 and 2016 (unaudited)	6
	Notes to Condensed Financial Statements (unaudited)	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	10
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	13
Item 4.	Controls and Procedures	13
PART II. OTHER INFORMATION		13
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	13
Item 6.	Exhibits	14

DIGITAL DONATIONS TECHNOLOGIES, INC. & SUBSIDIARY

Condensed Consolidated Balance Sheets

	June 30,			December 31,
	September 30,			December 31,
	2017			2016
	(Unaudited)			*
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	1210,~~994~~263		$	23,620
Accounts receivable - Trade		1011,~~360~~527			11,336
Total Current Assets		2321,~~354~~790			34,956
FIXED ASSETS
Equipment		1314,~~228~~402			13,228
Accumulated depreciation		(45,~~583~~718	)		(2,378	)
Fixed Assets, net		8,~~645~~684			10,850
TOTAL ASSETS	$	3130,~~999~~474		$	45,806
LIABILITIES AND STOCKHOLDERS’ DEFICIT
CURRENT LIABILITIES
Accounts payable	$	1117,~~924~~808		$	15,147
Accrued liabilities		8089,~~839~~705			75,432
Note payable		30,000			30,000
Total Current Liabilities		~~122~~137,~~763~~513			120,579
Commitments and Contingencies
STOCKHOLDERS’ DEFICIT
Preferred Stock, $0.001 par value; 100,000,000 shares authorized at June 30, 2017 and December 31, 2016; 0 shares issued and outstanding as of June 30, 2017 and December 31, 2016.					-
Preferred Stock, $0.001 par value; 100,000,000 shares authorized at September 30, 2017 and December 31, 2016; 0 shares issued and outstanding as of September 30, 2017 and December 31, 2016.					-
Common stock - $0.0001 par value; 300,000,000 shares authorized at June 30, 2017 and December 31, 2016; 89,097,717 and 86,614,766 shares issued, issuable and outstanding at June 30, 2017 and December 31, 2016, respectively.		8,910			8,662
Common stock - $0.0001 par value; 300,000,000 shares authorized at September 30, 2017 and December 31, 2016; 89,797,706 and 86,614,766 shares issued, issuable and outstanding at September 30, 2017 and December 31, 2016, respectively.		8,980			8,662
Additional paid-in capital		1,~~092~~172,~~920~~850			898,668
Accumulated deficit		(1,~~192~~288,~~594~~869	)		(982,103	)
Total Stockholders’ Deficit		(90107,~~764~~039	)		(74,773	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	3130,~~999~~474		$	45,806

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

* Derived from audited information

DIGITAL DONATIONS TECHNOLOGIES, INC. & SUBSIDIARY

Condensed Consolidated Statements of Operations

(Unaudited)

	For the Six Months Ended
	For the Three Months Ended						For the Nine Months Ended
	June 30,
	September 30,						September 30,
	2017			2016			2017			2016
REVENUES
Payment processing income	$	6632,~~162~~798		$	7031,~~124~~209		$	98,959		$	101,333
Service fee income		13,~~565~~519			0-			5,084			-
Total Gross Revenues		6736,~~726~~317			7031,~~124~~209			104,043			101,333
Residuals and commissions		167,~~823~~778			116,~~341~~011			24,601			17,352
Net Revenues		5028,~~903~~539			5825,~~783~~198			79,442			83,981
OPERATING EXPENSES
Payroll expenses		8542,~~735~~440			8141,~~045~~233			128,175			122,278
Stock based compensation		-			~~4,430~~-			-			4,430
Sales and marketing		7431,~~847~~062			4729,~~071~~592			105,909			76,663
Professional fees		4210,~~959~~705			1612,~~339~~849			53,664			29,188
Software development fees		-			132,~~892~~000			-			15,892
IT and software		1917,~~681~~087			2710,~~109~~490			36,768			37,599
Depreciation expense		21,~~204~~135			~~349~~922,			3,339			1,271
Corporate and office		3220,~~348~~545			2514,~~687~~895			52,893			40,582
Total Operating Expenses		~~257~~122,~~774~~974			~~215~~111,~~921~~981			380,748			327,903
OPERATING LOSS		(~~206~~94,~~871~~435	)		(~~157~~86,~~138~~783	)		(301,306	)		(243,922	)
OTHER INCOME AND EXPENSES
Other income		-			67-			-			67
Interest expense		(31,~~620~~840	)		-			(5,460	)		-
Total Other Income and Expense		(31,~~620~~840	)		67-			(5,460	)		67
LOSS BEFORE INCOME TAXES		(96,275	)		(86,783	)		(306,766	)		(243,855	)
Provision for income taxes		-			-			-			-
NET LOSS	$	(~~210~~96,~~491~~275	)	$	(~~157~~86,~~071~~783	)	$	(306,766	)	$	(243,855	)
Basic and Diluted
Loss per share	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
Weighted average shares outstanding		8789,~~847~~439,~~958~~777			7576,~~355~~621,~~914~~553			88,384,395			75,780,8873
Pro forma information (Unaudited)
Net loss from operations				$	(~~157~~86,~~071~~784	)				$	(243,855	)
Pro forma income tax benefit					5329,~~400~~500						82,900
Pro forma net loss				$	(~~103~~57,~~671~~284	)				$	(160,955	)
PRO FORMA BASIC AND DILUTED LOSS PER SHARE				$	(0.00	)				$	(0.00	)

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

DIGITAL DONATIONS TECHNOLOGIES, INC. & SUBSIDIARY

Condensed Consolidated Statements of Operations

(Unaudited)

	For the Three Months Ended
	June 30,
	2017			2016
REVENUES
Payment processing income	$	35,442		$	38,679
Service fee income		372			0
Total Gross Revenues		35,814			38,679
Residuals and commissions		9,021			5,803
Net Revenues		26,794			32,876
OPERATING EXPENSES
Payroll expenses		44,064			41,239
Stock based compensation		-			-
Sales and marketing		39,391			32,408
Professional fees		22,879			6,925
Software development fees		-			6,397
IT and software		11,084			13,975
Depreciation expense		1,102			289
Corporate and office		16,075			16,622
Total Operating Expenses		134,596			117,855
OPERATING LOSS		(107,802	)		(84,979	)
OTHER INCOME AND EXPENSES
Other income		-			67
Interest expense		(1,820	)		-
Total Other Income and Expense		(1,820	)		67
LOSS BEFORE INCOME TAXES
Provision for income taxes		-			-
NET LOSS	$	(109,622	)	$	(84,912	)
Basic and Diluted
Loss per share	$	(0.00	)	$	(0.00	)
Weighted average shares outstanding		84,868,648			64,966,284
Pro forma information (Unaudited)
Net loss from operations				$	(84,912	)
Pro forma income tax benefit					28,900
Pro forma net loss				$	(56,012	)
PRO FORMA BASIC AND DILUTED LOSS PER SHARE				$	(0.00	)

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

DIGITAL DONATIONS TECHNOLOGIES, INC. & SUBSIDIARY

Condensed Consolidated Statements of Cash Flows

(Unaudited)

	For the Six Months Ended
	For the Nine Months Ended
	June 30,
	September 30,
	2017			2016
OPERATING ACTIVITIES
Net loss	$	(~~210~~306,~~491~~766	)	$	(~~157~~243,~~071~~855	)
Adjustments to Reconcile Net Loss to Net Cash Provided by Operating Activities:
Depreciation		23,~~204~~339			~~349~~1,271
Stock based compensation		-			4,430
Impairment of related party advance		-			(9,245	)
Changes in operating assets and liabilities:
Accounts receivable		~~976~~(191	)		(9,~~828~~398	)
Other current assets		-			(1,133	)
Accounts payable and accrued expenses		16,934			3,684
Accounts payable and accrued expenses		2,184			21,101
Net Cash Used in Operating Activities		(286,684	)		(253,113	)
Net Cash Used in Operating Activities		(205,127	)		(142,151	)
INVESTING ACTIVITIES
Purchases of equipment		-(1,173	)		(611,~~076~~928	)
(Advances to)/Repayments from Related Parties, net		-			(59,~~900~~245	)
Net Cash Used in Investing Activities		-(1,173	)		(112,~~976~~683	)
FINANCING ACTIVITIES
Common stock issued for cash		194,500			110,000
Proceeds from/(Repayments to) shareholders advances, net		-			(9,718	)
Net Cash Provided by Financing Activities		194,500			110,000
Proceeds from short term borrowings		-			25,000
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	$	(10,626	)	$	(44,128	)
Common stock issued for cash		274,500			195,000
Net Cash Provided by Financing Activities		274,500			210,282
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	$	(13,357	)	$	(45,514	)
CASH AND CASH EQUIVALENTS, beginning of period		23,620			48,080
CASH AND CASH EQUIVALENTS, end of period	$	1210,~~994~~263		$	32,~~952~~566
Cash paid for interest	$	1,500		$	-
Cash paid for income taxes	$	-		$	-
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

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

DIGITAL DONATIONS TECHNOLOGIES, INC.

Notes to Unaudited Condensed Consolidated Financial Statements

~~June~~September 30, 2017

Note 1 - NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NATURE OF OPERATIONS

Digital Donations Technologies, Inc. (formerly Fishing Ridge Acquisition Corporation) (“DDTI”) was incorporated on May 21, 2015 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 intends to develop and distribute creative and innovative fund raising technology and provide payment processing solutions connecting charities and foundations with the consumer and corporate America. The Company anticipates developing fund raising solutions that will expand and enhance the way charities and foundations reach donors. The Company perceives that through the process of integrating a donation request as part of a financial transaction, retailers, e-tailers, ATM owners and service providers will have the ability to create new, or enhance existing, cause marketing programs.

RECAPITALIZATION

On October 17, 2016, DDTI entered into a merger with Digital Donations, Inc. (the “Company” and post-merger, the “Company” represents the combined entity), which has resulted in the combination of the Company with DDTI through the issuance of 79,084,807 shares of DDTI common stock to the shareholders of the Company on a one-for-one basis in exchange for 100% of the then issued and outstanding shares of the Company’s common stock, and at which time the Company became a wholly owned subsidiary of DDTI. The Company has accounted for this merger as a recapitalization, as DDTI at the time of the merger was a public shell company, with only nominal assets and no operations of its own. The financial statements presented herein are that of Digital Donations, Inc. from its inception through the date of the merger, at which point the net assets of DDTI were included and the equity section restated to that of the DDTI. From the date of the merger and thereafter, these financial statements represent the financial position and results of operations of the consolidated entity.

BASIS OF PRESENTATION AND CONSOLIDATION

The condensed consolidated balance sheet as of ~~June~~September 30, 2017 and the condensed consolidated statements of operations and cash ~~flows~~ flows for the ~~six~~nine month periods ended ~~June~~September 30, 2017 and 2016 have been prepared by the Company without audit. The condensed ~~consolidated~~ consolidated balance sheet as of December 31, 2016 has been derived from the audited financial statements as of that date, but does not include all required year-end disclosures. In the opinion of management, such statements include all adjustments considered ~~necessary~~ necessary to present fairly the Company’s financial position as of ~~June~~September 30, 2017 and December 31, 2016, and its results of operations and cash flows for all periods presented. These condensed consolidated financial statements should be read in conjunction ~~with~~ with the consolidated financial statements and the notes thereto included in the Company’s latest Annual Report on Form 10-K for the year ended December 31, 2016.

The accompanying unaudited condensed consolidated financial statements are prepared in accordance with U.S. generally accepted accounting principles (U.S. GAAP) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all information and footnotes required by U.S. GAAP for complete financial statements. Operating results for the ~~six~~nine months ended ~~June~~September 30, 2017 are not necessarily indicative of the results that may be expected for the ~~fiscal~~ fiscal year ending December 31, 2017.

Certain amounts in the prior period financial statements have been reclassified to conform to the current period presentation. These reclassifications had no effect on reported consolidated net income (loss).

GOING CONCERN

The Company has incurred operating losses since inception as it has sought to develop alternative payments and fundraising solutions to its target market. As of ~~June~~September 30, 2017, the Company had an accumulated deficit of $(1,~~192~~288,~~594~~869) and a cash balance of $1210,~~994~~263. During the ~~six~~nine months ended ~~June~~September 30, 2017 and the year ended December 31, 2016, respectively, the Company incurred net losses of $~~210~~306,~~491~~766 and $551,299, negative cash flows from operating activities of $~~205~~286,~~127~~684 and $360,332 and had shareholders’ deficits of $(90107,~~764~~039) and $(74,773). These factors raise substantial doubt about the Company’s 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 fund future operations through additional financing from investors and/or lenders until such time as the Company can reach profitability. In 2017 through the date of this filing, the Company had raised $~~249~~274,500 in private placement subscriptions. However, there can be no assurance that the Company will be successful in raising the additional funds needed. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

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 period. Although these estimates are based upon management’s best knowledge of current events and actions that the Company may undertake in the future, 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.

INCOME TAXES

From its inception through the date of the merger, Digital Donations, Inc. was taxed as an S Corporation under the Internal Revenue Code of the United States. As such, its income or losses were passed through to its shareholders and therefore the benefits of losses or the liability for any taxes due from income was the responsibility of the Company’s shareholders and not the Company. Upon completion of the merger, the status of the Company automatically changed to that of a C Corporation and thus from that day forward, the Company is responsible for all tax liabilities incurred or benefits obtained.

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 June 30, 2017 and December 31, 2016, 100% of the net deferred tax assets recorded were fully allowed for due to the uncertainty of the realization of net operating loss or carry forward prior to expiration.

RECLASSIFICATIONS

LOSS PER COMMON SHARE

Basic loss per common share excludes dilution and is computed by dividing net loss by the weighted average number of common shares outstanding during the period. Diluted loss per common share reflect the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the loss of the entity. As of ~~June~~September 30, 2017 and 2016, respectively, there were no outstanding dilutive securities.

Note 2. NOTES PAYABLE

In August, 2016, the Company entered into a note agreement with an investor and received gross proceeds of $25,000. The note bears interest at the rate of 24% per annum, matures 180 days after issuance and is unsecured.

In October, 2016, the Company entered into a second note agreement with the same investor and received gross proceeds of $5,000. The note bears interest at the rate of 24% per annum, matures 180 days after issuance and is unsecured.

In February 2017, the Company and the holder entered into a verbal agreement such that maturity was extended until such time as the Company files an S-1 registration statement that is declared effective.

In August, 2017, the Company and the holder entered into a verbal agreement such that maturity for both notes was extended 180 days after this oral agreement, or until February, 2018. The notes will continue to bear interest at a rate of 24% per annum.

Note 3. STOCKHOLDER’S DEFICIT

COMMON STOCK

During the first ~~six~~nine months of 2017 the Company raised $~~194~~274,500 in cash proceeds through private placement subscriptions to 23,~~482~~182,~~951~~940 shares of the Company’s common stock by ~~two~~three different individuals. Of the total, 23,~~442~~072,~~951~~940 shares were sold for $0.07143 a share to one investor and 40110,000 shares were sold for $0.50 a share to athree separate ~~investor~~investors.

During the ~~six~~nine months ended ~~June~~September 30, 2016, the Company raised $~~110~~195,000 in cash proceeds through private placement subscriptions at $0.07143 per share and agreed to issue 12,~~539~~729,~~969~~945 shares of the Company’s common stock to one individual.

Note 4. RELATED PARTY TRANSACTIONS

In the ~~six~~nine months ended ~~June~~September 30, 2016, the entity was further advanced funds from a related party, but the related party was ~~able~~ able to repay all of the 2016 advances plus an additional $9,245 which the Company has shown as a reduction of its general and ~~administrative~~ administrative expense, and at December 31, 2016, the Company had fully reserved all previous advances by the related party.

Prior to the incorporation of the Company, the founders created and purchased the logo, trade name and trade mark that the Company now uses from the related entity noted above. However, because of serious financial issues suffered by the related entity, the only other product developed outside of the creation and purchase of the logo, trade name and trade mark, was the development of a Point of Sale technology and product that ultimately was discontinued in 2014 since the standard that it was based on became obsolete, and this technology and product will not be used by the Company nor will it be acquired by the Company. In 2017 the Company expects to enter into a transaction with the related entity to acquire the logo, trade name and trade mark and expects to issue its equity in consideration for those items due to the current liquidity situation of the Company. Because the intangible items will be purchased from a related entity, the Company will record the intangible assets purchased at the historical cost incurred by the related entity to acquire those intangibles as the purchase price.

Note 5. SUBSEQUENT EVENTS

From ~~July~~October 1 through ~~August~~November 1220, 2017, the Company sold to ~~two~~one ~~different~~ shareholders an aggregate of ~~349~~139,~~995~~997 of its common shares for a total of $5510,000. ~~Of the total, 279,995 shares were sold for $0.07143 a share and 70,000 shares were sold for $0.50 a share.~~ As of the date of this filing, ~~279~~139,~~995~~997 shares of that aggregate amount were issuable.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with our audited consolidated financial statements and notes to our financial statements included elsewhere in this report. This discussion contains forward-looking statements that involve risks and uncertainties. Actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors discussed elsewhere in this report.

Certain information included herein contains statements that may be considered forward-looking statements, such as statements relating to our anticipated revenues, gross margin and operating results, future performance and operations, plans for future expansion, capital spending, sources of liquidity, and financing sources. This forward-looking information involves important risks and uncertainties that could significantly affect anticipated results in the future, and accordingly, such results may differ from those expressed in any forward-looking statements made herein. These risks and uncertainties include those relating to our liquidity requirements, the continued growth of the software industry, the success of our product development, marketing and sales activities, vigorous competition in the software industry, dependence on existing management, leverage and debt service (including sensitivity to fluctuations in interest rates), domestic or global economic conditions, the inherent uncertainty and costs of prolonged arbitration or litigation, and changes in federal or state tax laws or the administration of such laws.

Overview

The Company is a development stage company and was incorporated in the State of Delaware in May 2015. As of the periods from inception, through the date of this quarterly report, the Company has generated minimal revenue and incurred minimal expenses and operating losses, as part of its development stage activities. For the ~~six~~nine month periods ended ~~June~~September 30, 2017 and 2016, respectively, ~~the~~ the Company had gross revenues of $67104,~~726~~043 and $70101,~~124~~333, and total operating expenses of $~~257~~380,~~774~~748 and $~~215~~327,~~921~~904. For the ~~six~~nine month ~~periods~~ periods ended ~~June~~September 30, 2017 and 2016, the Company experienced a net loss of $~~(210~~306,~~491)~~766 and $~~(157~~243,~~071)~~855, respectively. As of ~~June~~ September 30, 2017, the Company has an accumulated deficit of $(1,~~192~~288,~~594)~~869 and total liabilities of $~~122~~137,~~763~~513.

As the result of the acquisition of Digital Donations, Inc. and the change in business and operations of the Company, from an non-operating reporting company, to the business of becoming a provider of alternative fundraising solutions to the nonprofit industry, a discussion of the past, pre-Share Exchange financial results of Digital Donations Technologies, Inc., is not pertinent, and under applicable accounting principles the historical financial results of Digital Donations, Inc. the wholly owned operating subsidiary of Digital Donations Technologies, Inc., the accounting acquirer, prior to the Acquisition Agreement are considered the historical financial results of the Company.

The Company anticipates that it would need a minimum of approximately $1,150,000 over the next 12 months to continue as a going concern and bring the company’s products to market within that time frame. Specifically, in order for the Company to fully implement it plans it expects that it will need: (1) $250,000 for the ongoing design and development of new and existing Digital Donations technology, (2) $150,000 for marketing and consulting expenses, (3) $500,000 to hire key personnel and (4) $250,000 for operating expenses. The Company’s executive officers and several of its current shareholders have expressed a willingness and plan to continue to fund the Company’s operations during the next 12 months or until the Company can generate an ongoing source of capital sufficient to independently continue its operations, however, the Company cannot guarantee that it will receive the minimum needed to fund its operations and development for the remainder of 2017.

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.

The following discussion highlights Digital Donations, Inc.’s results of operations and the principal factors that have affected its financial condition as well as its liquidity and capital resources for the periods described, and provides information that management believes is relevant for an assessment and understanding of the statements of financial condition and results of operations presented herein. The following discussion and analysis are based on Digital Donations, Inc.’s ~~audited~~unaudited financial ~~statements~~ statements contained in this ~~registration~~Form ~~statement~~10-Q, which have been prepared in accordance with United States generally accepted accounting principles. This discussion and analysis together with such financial statements and the related notes thereto.

Equipment Financing

The Company has no existing equipment financing arrangements.

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 survive as a going concern and implement any part of its business plan or strategy will be severely jeopardized.

Critical Accounting Policies

The preparation of our condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management 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 the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. There have been no material changes to the Critical Accounting Policies outlined in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016.

Estimates

The Company regularly evaluate the accounting estimates that used to prepare the financial statements. A complete summary of these policies is included in the Notes to the audited financial statements. In general, management’s estimates are based on historical experience, on information from third party professionals, and on various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results could differ from those estimates made by management.

Revenue Recognition

The Company generates its revenue from administration and service fees of transactions on the Digital Donations fundraising platform, and from residual fees and commissions from the processing of payments made by customers to client merchants via debit or credit cards, or by electronic checks. Revenue from these transactions is accounted for in the monthly period a donation is made or a payment processed.

For the brokering of credit card processing fees, the Company recognizes revenues at the time the credit card process transaction is approved, when its fee becomes fixed and determinable. For electronic check processing, the Company recognizes revenue in the same manner, when the check is processed, as at that time its fee becomes fixed and determinable. In addition, because the Company only brokers these services, the revenue recognized is net of the fee charged by the actual process provider.

Early Stage of Company and Capital Resources

Since its inception, the Company has devoted most of its efforts to business planning, research and development, recruiting management and staff and raising capital. Accordingly, the Company was considered to be in the development stage until it recently began formal operations. The Company has not generated any revenues from its operations, and there is no assurance of future revenues.

The Company’s proposed activities will necessitate significant uses of capital beyond 2017.

There is no assurance that the Company’s activities will generate sufficient revenues to sustain its operations without additional capital, or if additional capital is needed, that such funds, if available, will be obtainable on terms satisfactory to the Company. Accordingly, given the Company’s limited cash and cash equivalents on hand, the Company will be unable to implement its business plans and proposed operations unless it obtains additional financing or otherwise is able to generate revenues and profits. The Company may raise additional capital through sales of debt or equity, obtain loan financing or develop and consummate other alternative financial plans.

Three Month Period Ended ~~June~~September 30, 2017 Compared to the Three Month Period Ended ~~June~~September 30, 2016

Gross Revenues. During the three months ended ~~June~~September 30, 2017, the Company generated gross revenues totaling $3536,~~814~~317, compared to to $3831,~~679~~209 in gross revenue for the comparable three month period of 2016. The revenue for both periods was generated primarily ~~through~~ through agreements to process customer’s credit card and electronic check payments received.

Commissions and Residuals. During the three months ended ~~June~~September 30, 2017, the Company paid $97,~~021~~778 to third parties in sales related ~~commissions~~ commissions and residuals, compared to $56,~~803~~011 for the same period of 2016. These costs represent, primarily, the fees the Company incurs to third party providers to perform the electronic processing of the payments and distribution of the funds to all appropriate parties.

Operating Expenses. Operating expenses increased $1610,~~741~~993, or 1410 %, to $~~134~~122,~~596~~974 for the quarter ended ~~June~~September 30, 2017 from $~~117~~111,~~855~~981 during last year’s ~~second~~third quarter due primarily to an increase in ~~sales~~IT and ~~marketing~~software expense of $6,~~983~~597, an increase of 2263 % over the same period of 2016. In addition, our ~~professional~~corporate ~~fees~~and office expense increased ~~230~~38% in the three month period ended ~~June~~September 30, 2017 compared to the three month period ended ~~June~~September 30, 2016, to $2220,~~879~~545 compared to $614,~~925~~895. ~~This was the result of the Company becoming a public~~ reporting entity upon the recapitalization and merger with Digital Donations Technologies, Inc. in the fourth quarter of 2016. We expect our professional fees to grow as our Company grows in future periods. These increases were offset by a decrease of $2,~~890~~144, or 2117%, in our ITprofessional ~~and software development costs~~fees. ~~Also, our corporate and office decreased by 3% in the three month period ended June 30, 2017 compared to the same period ended June 30, 2016.~~ Along with professional fees, we expect our corporate overhead costs to increase as we strive to grow our Company in future ~~period~~periods. Offsetting these increases, in the quarter ended ~~June~~September 30, 2017, we held off production of certain of our software platform development platforms due to a lack of working capital and as a result our costs in this area decreased $62,~~397~~000, or 100%, in the three month period ended ~~June~~ September 30, 2017, compared to the same three month period of 2016.

Net Loss. During the three month period ended ~~June~~September 30, 2017, the Company posted a net loss of $~~(109~~96,~~622)~~275, compared to a net loss of $~~(84~~86,~~912)~~783 for the three month period ended ~~June~~September 30, 2016. The $249,~~710~~490 increase in the loss is primarily the result of the ~~increase~~ increases in ~~sales~~various ~~and~~operating ~~marketing~~expenses ~~expense~~as noted above.

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~~Six~~Nine Month Period Ended ~~June~~September 30, 2017 Compared to the ~~Six~~Nine Month Period Ended ~~June~~September 30, 2016

Gross Revenues. During the ~~six~~nine months ended ~~June~~September 30, 2017, the Company generated gross revenues totaling $67104,~~726~~043, compared to $70101,~~124~~ 333 in gross revenue for the comparable ~~six~~nine month period of 2016. The revenue for both periods was generated primarily ~~through~~ through agreements to process customer’s credit card and electronic check payments received.

Commissions and Residuals. During the ~~six~~nine months ended ~~June~~September 30, 2017, the Company paid $1624,~~823~~601 to third parties in sales related ~~commissions~~ commissions and residuals, compared to $1117,~~341~~352 for the same period of 2016. These costs represent, primarily, the fees the Company ~~incurs~~ incurs to third party providers to perform the electronic processing of the payments and distribution of the funds to all appropriate parties.

Operating Expenses. Operating expenses increased $4152,~~853~~845, or 1916%, to $~~257~~380,~~774~~748 through the ~~second~~third quarter of 2017 from $~~215~~327,~~921 through~~904 through last year’s ~~second~~third quarter due primarily to an increase in sales and marketing expense of $2729,~~776~~246, an increase of 59 38% over the same period of 2016. In addition, our professional fees increased ~~163~~84% in the ~~six~~nine month period ended ~~June~~September 30, 2017 compared to the ~~six~~nine month period ended ~~June~~September 30, 2016, to $4253,~~959~~664 compared to $1629,~~339~~188. This was the result of the Company becoming a public reporting entity upon the recapitalization and merger with Digital Donations Technologies, Inc. in the fourth quarter of 2016. We expect our professional fees to grow as our Company grows in future periods. These increases were offset by a decrease of $7831,~~427,~~ or 272%, in our IT and software development costs. Also, our corporate and office increased by 2630% in the ~~six~~nine month period ended ~~June~~ September 30, 2017 compared to the same period ended ~~June~~September 30, 2016. Along with professional fees, we expect our corporate overhead costs to increase we strive to grow our Company in future period. Offsetting these increases, in the quarter ended ~~June~~September 30, 2017, we held off production of certain of our software platform development platforms due to a lack of working capital and as a result our costs in this area decreased $1315,892, or 100%, in the ~~six~~nine month period ended September ~~June~~ 30, 2017, compared to the same ~~six~~nine month period of 2016.

Net Loss. During the ~~six~~nine month period ended ~~June~~September 30, 2017, the Company posted a net loss of $~~(210~~306,~~491)~~766, compared to a net ~~loss~~ loss of $~~(157~~243,~~071)~~855 for the ~~six~~nine month period ended ~~June~~September 30, 2016. The $5362,~~420~~911 increase in the loss is primarily the result of the increase in sales and marketing expense and professional fees, as noted above.

Financial Condition, Liquidity and Capital Resources

Going Concern

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in this Quarterly Report and in the notes to the financial statements, the Company has incurred operating losses, and at ~~June~~September 30, 2017, has a working capital deficiency of approximately $99115,~~409~~723. These factors raise substantial doubt about the ability of the ~~Company~~ Company to continue as a going concern. Additionally, the Company’s independent registered public accounting firm included an explanatory paragraph in their report for the years ended December 31, 2016 and 2015 regarding concerns about the Company’s ~~ability~~ ability to continue as a going concern.

In order to be able to achieve its strategic goals, the Company needs to further expand its business and financing activities. The Company’s aim to accomplish these goals by further developing its technology platform and correlated services. Expanding the technology platform and payment processing solutions will require future capital and liquidity expansion. Since inception in March 2014, the Company’s shareholders have contributed a significant amount of capital making it possible for it to develop our technology platform, services and activities. To continue to develop its product offerings and to expand services, a significant capital increase has been and will continue to be required. The Company believes it needs to raise additional capital from current shareholders and new investors. If the Company cannot continue as a going concern, its stockholders may lose their entire investment.

Cash Flows From Operating Activities. Net cash used by operating activities was $~~205~~286,~~127~~684 in the ~~six~~nine months ended ~~June~~September 30, ~~2017~~ 2017 compared to $~~142~~253,~~151~~113 in the same period of 2016. Uses of cash during the ~~second~~third quarter of 2017 included a net loss of $~~(210~~306,~~491)~~ 766 adjusted for noncash depreciation expense of $23,~~204~~339. The net loss inthrough the ~~second~~third quarter of 2016 was $~~(157~~243,~~071)~~855 and was adjusted for a noncash depreciation charge of $~~349~~1,271 during the period. Other sources and uses of cash involved changes in operating assets and liabilities, including a decrease in trade accounts receivable in 2017 of $~~976~~191, compared to ana ~~increase~~decrease of $9,~~828~~398 during the same period of 2016, and aan increase in accounts payable and accrued expenses of $216,~~184~~934 in 2017, compared to an increase $213,~~101~~ 684 during the same period of 2016.

Cash Flows From Investing Activities. NoFor ~~cash~~the ~~was~~nine ~~provided~~months orended ~~used~~September by30, ~~investing~~2017, ~~activities~~cash ~~during~~was ~~the~~used ~~first~~to ~~six~~purchase ~~months~~equipment ~~of 2017.~~totaling $1,173. For the ~~six~~nine months ended ~~June~~September 30, 2016, cash was used to purchase equipment totaling $611,~~076~~928, and $59,~~900~~245 of cash was ~~used~~received toin ~~repay an~~repayment ~~advance~~of ~~from~~ a ~~related~~prior ~~party~~advance.

Cash Flows From Financing Activities. Cash provided from financing activities was $~~194~~274,500 and $~~110~~210,~~000~~282 in the ~~six~~nine months ~~ended~~ ~~June~~ended September 30 of 2017 and 2016, respectively. For the nine months ended September 30, 2017 and 2016, $274,500 and $195,000 was raised from the sale of common stock for cash, respectively, and for the nine months ended September 30, 2016, $25,000 of cash was raised from short term borrowings.

12Current Financial Condition. As of September 30, 2017 the Company had a cash balance of $10,263, compared to $23,620 as of September 30, 2016. The Company continues to raise funds under its $5 million private placement offering. For the period from October 1, 2017 through November 20, 2017, the Company raised a further $10,000 under the private placement at approximately $0.07143 per share. While the Company believes it will be able to raise funds in order to meet the operating cash flow needs of the Company in 2017, there are no firm commitments as of the date of this filing. The Company expects to be able to raise significantly more funds in order to implement its development plan discussed earlier under Item 2 under its private placements upon having its current Registration Statement on Form S-1 declared effective, as the Company believes that will result in investors having significantly more confidence in the Company.

Current Financial Condition. As of June 30, 2017 the Company had a cash balance of $12,994, compared to $23,620 as of December 31, 2016. The Company continues to raise funds under its $5 million private placement offering. For the period from July 1, 2017 through August 12, 2017, the Company raised a further $35,000 under the private placement at $0.50 per share and an additional $20,000 under the private placement at approximately $0.07143 per share. While the Company believes it will be able to raise funds in order to meet the operating cash flow needs of the Company in 2017, there are no firm commitments as of the date of this filing. The Company expects to be able to raise significantly more funds in order to implement its development plan discussed earlier under Item 2 under its private placements upon having its current Registration Statement on Form S-1 declared effective, as the Company believes that will result in investors having significantly more confidence in the Company.11

Promissory Notes

On August 15, 2016, the Company’s wholly-owned subsidiary executed a promissory note in the amount of $25,000 payable in full 180 days from date of execution at an annual interest rate of 24% payable in two quarterly installments commencing on date of execution. This note has been extended by the lender to mature in February, 2018.

On October 12, 2016, the Company’s wholly-owned subsidiary executed a promissory note in the amount of $5,000 payable in full 180 days from date of execution at an annual interest rate of 24% payable in two quarterly installments commencing on date of execution. This note has been extended by the lender to mature in February, 2018.

Off-Balance Sheet Arrangements

The Company has no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on its financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

ITEM 3. Quantitative and Qualitative Disclosures About Market Risk.

Information not required to be filed by a smaller reporting company.

ITEM 4. Controls and Procedures.

Disclosure Controls and Procedures

Pursuant to Rules adopted by the Securities and Exchange Commission, the Company carried out an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures pursuant to Exchange Act Rules. This evaluation was done as of the end of the period covered by this report by the Company’s principal executive officer (who is also the principal financial officer) in consultation with an outside accounting advisor.

Based upon that evaluation, the Company’s principal executive officer has concluded that the Company’s disclosure controls and procedures are not effective in gathering, analyzing and disclosing information needed to ensure that the information required to be disclosed by the Company in its periodic reports is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Act is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

The Company intends to engage outside accounting advisors to assist the Company in implementing effective disclosure controls and procedures.

Changes in Internal Controls

There was no change in the Company’s internal control over financial reporting that was identified in connection with such evaluation that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II — OTHER INFORMATION

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The Company has issued the following securities in the last three (3) years. All such securities were issued pursuant to an exemption from registration of the Securities Act of 1933, as amended, as a transaction by an issuer not involving any public offering, as noted below. Each of these transactions was issued as part of a private placement of securities by the Company in which (i) no general advertising or solicitation was used, and (ii) the investors purchasing securities were acquiring the same for investment purposes only, without a view to resale. Furthermore, no underwriters participated or effectuated any of the transactions specified below. Also, no underwriting discounts or commissions applied to any of the transactions set forth below. All potential investors were contacted personally and possessed at the time of their investment bona fide substantive, pre-existing business relationships with the Company and/or its officers, directors and affiliates. No potential investors were contacted through other means, and no general advertising or general solicitation was used to solicit any investors.

In the past three years, the Company has sold securities which were not registered as follows:

The Company issued 10,000,000 shares on its formation in May 2015 to each of James Cassidy and James McKillop of which all but 500,000 shares were redeemed pro rata.

As part of a change in control of the Company, on January 8, 2016 the Company issued 5,000,000 shares of its common stock to

Keith Orlean			2,500,000 shares
Jeffrey Marder			2,500,000 shares

In October, 2016, the Company issued 79,084,807 shares of its common stock to 38 shareholders of Digital Donations, Inc. as part of a one-for-one stock exchange in exchange for the shares Digital Donations, Inc. held by each of them.

From October 2016 to December 2016, the Company issued to one shareholder an aggregate of 1,819,963 common shares for a total of $130,000 pursuant to a private placement offering.

From January 2017 to ~~May~~September 2017, the Company sold to ~~two~~four shareholders an aggregate of 23,~~342~~182,~~954~~940 of its common shares for a total of $~~229~~274,500 pursuant to a private placement offering. ~~As of the date of this filing, 349,993 shares of that aggregate amount were issuable.~~

From ~~April~~ October 1 through November ~~August 12~~20, 2017, the Company sold to ~~three~~one shareholders an aggregate of 1139,~~189,978~~997 of its common shares for a total of $~~115~~10,000 pursuant to a private placement offering. As of the date of this filing, ~~419~~139,~~992~~997 shares of that aggregate amount were issuable.

ITEM 6. EXHIBITS

Exhibit No.		Description
3.1		Certificate of Incorporation (filed as exhibit to the Form 10-12G)
3.2		By-laws (filed as exhibit to the Form 10-12G)
3.3		Sample stock certificate (filed as exhibit to the Form 10-12G)
10.1		Form of Services Agreement by and between DDI and United Charitable dated June 2014 (filed as exhibit to the Form S-1)
10.2		Form of Strategic Partnership Agreement by and between DDI and Triton Manufacturing dated November 2015 (filed as exhibit to the Form S-1)
10.3		Form of Customer Referral Agreement by and between DDI and WorldPay US, Inc. dated July 2015 (filed as exhibit to the Form S-1)
10.4		Form of License and Intellectual Property Agreement by and between DDI and Nautilus Hyosung America, Inc. dated February 2015 (filed as exhibit to the Form S-1)
10.5		Form of Engagement Agreement by and between DDI and Tiber Creek Corporation dated December 2015 (filed as exhibit to the Form S-1)
10.6		Form of Promissory Note by and between DDI and M. Kimberly Rupert dated August 2016 (filed as exhibit to the Form S-1)
10.7		Form of Promissory Note by and between DDI and M. Kimberly Rupert dated October 2016 (filed as exhibit to the Form S-1)
10.8		Form of Term Sheet by and between Digital Donations Technologies, Inc. and Digital Processing Solutions, Inc. (filed as an exhibit to the Form S-1/A, filed March 24, 2017)
10.9		Form of Joint Marketing Agreement by and between Digital Donations Technologies, Inc. and GEOCommerce, Inc. dated March 2017 (filed as an exhibit to the Form S-1/A, filed June 9, 2017)
31.1*		Rule 15d-14(a) Certification by Principal Executive Officer and Principal Financial Officer
32.1*		Section 1350 Certification of Principal Executive Officer and Principal Financial Officer
101.INS		XBRL Instance Document
101.INS*		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema Document
101.SCH*		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.CAL*		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document
101.DEF*		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		XBRL Taxonomy Extension Label Linkbase Document
101.LAB*		XBRL Taxonomy Extension Label Linkbase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document
101.PRE*		XBRL Taxonomy Extension Presentation Linkbase Document

* Filed herewith

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Dated: ~~August~~November 1427, 2017

	DIGITAL DONATIONS TECHNOLOGIES, INC.

	By:	/s/ Keith Orlean
	Name:	Keith Orlean
	Title:	Chief Executive Officer, Chief Financial Officer

1514

Filing Compare · Digital Donations Technologies, Inc.