BLACK BIRD BIOTECH, INC. Item 2.01 Completion of Acquisition or Disposition of Assets.
Effective
Pursuant to the Merger Agreement, certain of our new directors and officers were issued shares of our common stock, as follows:
Name of New Number of
Director/Officer Current Position(s) Shares Issued
Fabian G. Deneault President, Director 49,746,265 shares
24,658,709 shares
Eric Newlan Vice President, Secretary, Director (1)
24,658,709 shares
L. A. Newlan, Jr. Director (1)
William E. Sluss Vice President-Finance, Director (2) 1,115,002 shares
(1) Such shares were issued in the name of Newlan & Newlan, Ltd., a law firm
owned 50% each by Eric Newlan and L. A. Newlan , Jr. During the second half
of 2019, Newlan & Newlan, Ltd. served as legal counsel to our company.
(2)
Prior to the consummation of the Merger Agreement, Mr. Sluss was our
company's principal accounting officer.
In determining the number of shares of our common stock to be issued under the Merger Agreement, our Board of Directors did not employ any standard valuation formula or any other standard measure of value. Rather, the number of shares that was issued was determined through arm's-length negotiations.
The acquisition of Black Bird was pursued and consummated by our company, after our Board of Directors had determined, after investigating the Black Bird opportunity, that the best interests of our company and our shareholders would be best served by acquiring Black Bird rather than to continue as a "shell company."
Our Board of Directors has adopted the business plan of Black Bird. Please see
"Our
form 10 information
Our Company After Acquiring Black Bird Potentials Inc. With the acquisition of
forward-looking statements
References in this Current Report on Form 8-K to "us", "we" and "our" include
In addition, certain other forward-looking statements herein are statements regarding financial and operating performance and results and other statements that are not historical facts. The words "expect," "project," "estimate," "believe," "anticipate," "intend," "plan," "forecast" and similar expressions . . .
Item 3.02 Unregistered Sales of
In
1. (a) Securities Sold. 120,000,000 shares of common stock were issued. (b)
Underwriter or Other Purchasers. Such shares of common stock were issued to the
shareholders of
2. (a) Securities Sold. 18,221,906 shares of common stock were issued. (b)
Underwriter or Other Purchasers. Such shares of common stock were issued to
3. (a) Securities Sold. 2,240,768 shares of common stock were issued. (b)
Underwriter or Other Purchasers. Such shares of common stock were issued to
4. (a) Securities Sold. 2,831,661 shares of common stock were issued. (b)
Underwriter or Other Purchasers. Such shares of common stock were issued to
Item 5.01 Changes in Control of Registrant.
On
Following the issuance of shares of our common stock pursuant to the Merger
Agreemet,
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective
Item 5.06 Change in Shell Company Status.
Our management has determined that, as of the closing of the Merger Agreement
with Black Bird, effective
Item 5.07 Submission of Matters to a Vote of Security Holders.
On
Item 8.01 Other Events.
In connection with our completing the acquisition of
* * * START PRESS RELEASE * * *
In conjunction with the acquisition, Black Bird's management took ownership
control of DGDM and now controls DGDM's Board of Directors. However,
DGDM's new President,
Corporate Action
The Board of Directors of DGDM has approved a corporate name change to "
About
Founded in
The
https://www.sec.gov/cgi-bin/browse-edgar?company=black+bird&owner=exclude&action=getcompany
About
DGDM has adopted the business plan of
Notice Regarding Forward-Looking Statements
This news release contains forward-looking information including statements that
include the words "believes," "expects," "anticipate," or similar expressions.
Such forward looking-statements involve known and unknown risks, uncertainties,
and other factors that may cause the actual results, performance or achievements
of the company to differ materially from those expressed or implied by such
forward-looking statements. In addition, description of anyone's past success,
either financial or strategic, is no guarantee of future success. This news
release speaks as of the date first set forth above and the company assumes no
responsibility to update the information included herein for events occurring
after the date hereof. Information concerning these and other factors can be
found in the company's filings with the
* * * END OF PRESS RELEASE * * *
Item 9.01 Financial Statements and Exhibits.
(a) Financial statements of businesses acquired. The financial statements of
Black Bird Potentials Inc. required to be filed under this Item 9.01(a) appear at the end of this Current Report on Form 8-K, beginning on page F-1.
(b) Pro forma financial information. The pro forma financial statements required
to be filed under this Item 9.01(b) appear at the end of this Current Report
on Form 8-K, following the financial statements of ubroadcast, Inc.
(d) Exhibits.
Exhibit No. Description
2.1 Plan and Agreement of Merger between and among Digital
Development Partners, Inc. , Bird Acquisition Corp. and Black Bird
Potentials Inc.
10.1 Debt Forgiveness Agreement between Digital Development Partners,
Inc. and EFT Holdings, Inc.
10.2 Debt Forgiveness Agreement between Digital Development Partners,
Inc. and EF2T, Inc.
10.3 Debt Forgiveness Agreement between Digital Development Partners,
Inc. and Astonia LLC .
10.4 Cancellation of Stock Agreement between Digital Development
Partners, Inc. and EFT Digitech, Inc. © Edgar Online, source
