0001104659-13-091235.txt : 20131219 0001104659-13-091235.hdr.sgml : 20131219 20131219165532 ACCESSION NUMBER: 0001104659-13-091235 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20131219 DATE AS OF CHANGE: 20131219 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Digital Development Group Corp CENTRAL INDEX KEY: 0001379699 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 000000000 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-86937 FILM NUMBER: 131288843 BUSINESS ADDRESS: STREET 1: 6630 SUNSET BLVD. CITY: LOS ANGELES, STATE: CA ZIP: 90028 BUSINESS PHONE: 1-800-783-3128 MAIL ADDRESS: STREET 1: 6630 SUNSET BLVD. CITY: LOS ANGELES, STATE: CA ZIP: 90028 FORMER COMPANY: FORMER CONFORMED NAME: Regency Resources, Inc. DATE OF NAME CHANGE: 20061031 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SUBOTNICK STUART CENTRAL INDEX KEY: 0001052438 FILING VALUES: FORM TYPE: SC 13D SC 13D 1 a13-26795_2sc13d.htm SC 13D

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

 

SCHEDULE 13D

 

 

Under the Securities Exchange Act of 1934
(Amendment      )

 

THE DIGITAL DEVELOPMENT GROUP CORP.

(Name of Issuer)

 

Common Stock, par value $0.001 per share

(Title of Class of Securities)

 

25400A 100

(CUSIP Number)

 

Stuart Subotnick

c/o Metromedia Company

810 Seventh Avenue, 29th Floor

New York, New York 10019

 

With a copy to:

 

David A. Persing, Esq.

c/o Metromedia Company

810 7th Avenue, 29th Floor

New York, New York  10019

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

December 17, 2013

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 



 

CUSIP No.   25400A 100

 

 

1.

Names of Reporting Persons
I.R.S. Identification No. of Above Persons (Entities Only)

Stuart Subotnick

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
PF [Personal Funds]

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
United States

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
10,731,034 (Includes 9,931,034 shares issuable upon conversion of a convertible promissory note which promissory note is currently exercisable and 800,000 shares issuable upon exercise of warrants which warrants are currently exercisable.)

 

8.

Shared Voting Power

 

9.

Sole Dispositive Power
10,731,034 (Includes 9,931,034 shares issuable upon conversion of a convertible promissory note which promissory note is currently exercisable and 800,000 shares issuable upon exercise of warrants which warrants are currently exercisable.)

 

10.

Shared Dispositive Power

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
10,731,034 (Includes 9,931,034 shares issuable upon conversion of a convertible promissory note which promissory note is currently exercisable and 800,000 shares issuable upon exercise of warrants which warrants are currently exercisable.)

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
11.922% (Assumes conversion of all derivative securities owned by the Reporting Person into shares of Common Stock.)

 

 

14.

Type of Reporting Person (See Instructions)
IN

 

2



 

Item 1.

Security and Issuer

 

 

 

This Schedule 13D relates to the shares of common stock, $0.001 par value per share (“Common Stock”) of The Digital Development Group Corp. (the “Issuer”).  The principal executive offices of the Issuer are located at 6630 Sunset Boulevard, Los Angeles, California  90028.

 

 

Item 2.

Identity and Background

 

 

 

(a)         This Schedule 13D is being filed by Stuart Subotnick (the “Reporting Person”)

 

(b)         The business address of the Reporting Person is c/o Metromedia Company, 810 7th Avenue, 29th Floor, New York, New York  10019

 

(c)          The Reporting Person is President and Chief Executive Officer, Metromedia Company, 810 7th Avenue, 29th Floor, New York, New York  10019

 

(d)         During the last five years the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

 

(e)          During the last five years the Reporting Person was not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws.

 

(f)           The Reporting Person is a citizen of the United States of America.

 

 

Item 3.

Source and Amount of Funds or Other Consideration

 

 

 

The Reporting Person used $240,000 of his personal funds to acquire the reported securities. On September 10, 2012, the Issuer issued a $240,000 convertible promissory note payable to the Reporting Person (the “Note”). The Note was issued with 800,000 warrants.  The Note and warrants are convertible/exercisable into the Issuer’s common stock. The Note and warrants each have a three year term and an initial conversion/exercise price of $0.30 per share.  Pursuant to the terms of the Note, on December 17, 2013, the Note was amended to reflect an outstanding principal amount and accrued interest thereon through September 10, 2013of $259,200 and a reset of the conversion price from $.30 per share to $.0261 per share.

 

 

Item 4.

Purpose of Transaction

 

The Reporting Person acquired the securities described herein for investment purposes.

 

Except as set forth herein the Reporting Person has no current plans or proposals which relate to or would result in any of the following:

 

(a)         The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;

 

(b)         An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;

 

(c)          A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;

 

(d)         Any change in the present Board of Directors or management of the Issuer, including any plans or proposals to change the number or term of Directors or to fill any existing vacancies on the Board;

 

(e)          Any material change in the present capitalization or dividend policy of the Issuer;

 

(f)           Any other material change in the Issuer’s business or corporate structure, including, but not limited to, if the Issuer is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by Section 13 of the Investment Company Act of 1940;

 

3



 

(g)          Changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person;

 

(h)         Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;

 

(i)             A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended; or

 

(j)            Any action similar to any of those enumerated above.

 

The Reporting Person, from time to time at his discretion, may review or reconsider his position regarding the securities and any other matters relating to the Issuer.  The Reporting Person, subject to and depending upon availability of prices he deems favorable, may purchase or receive additional securities of the Issuer from time to time in the open market, in privately negotiated transactions with third parties, directly from the Issuer, or otherwise.  Further, while it is not the present intention of the Reporting Person to do so, each of them, among other things, reserves the right to dispose of securities held in the open market or in privately negotiated transactions with third parties or otherwise, depending upon market conditions and other factors.

 

Item 5.

Interest in Securities of the Issuer

 

 

 

(a)                                 The Reporting Person beneficially owns 10,731,034 (Includes 9,931,034 shares issuable upon conversion of a convertible note which note is currently exercisable and 800,000 shares issuable upon exercise of warrants which warrants are currently exercisable) shares of the Issuer’s common stock, $0.001 par value, which is equal to 11.922% of such common stock assuming conversion of all derivative securities owned by the Reporting Person into shares of common Stock.

 

(b)                                 Sole power to vote:  10,731,034  (Includes 9,931,034 shares issuable upon conversion of a convertible note which note is currently exercisable and 800,000 shares issuable upon exercise of warrants which warrants are currently exercisable); Shared Power to vote:  0; Sole Power to Dispose: 10,731,034 (Includes 9,931,034 shares issuable upon conversion of a convertible note which note is currently exercisable and 800,000 shares issuable upon exercise of warrants which warrants are currently exercisable); Shared Power to dispose:  0.

 

(c)                                  No transactions in the Issuer’s Common Stock were effected during the past 60 days by the Reporting Person.

 

(d)                                 None.

 

(e)                                  Not applicable.

 

 

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

 

None

 

 

Item 7.

Material to be Filed as Exhibits

 

None

 

4



 

Signature

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

 

December 19, 2013

 

Date

 


/s/ Stuart Subotnick

 

Signature

 


Stuart Subotnick

 

Name/Title

 

 

 

ATTENTION

 

Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).

 

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