Development Capital Group, Inc. - FORM 10-Q

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EXCEL - IDEA: XBRL DOCUMENT - Development Capital Group, Inc.	Financial_Report.xls
EX-32.1 - EXHIBIT 32.1 - Development Capital Group, Inc.	ex32_1.htm
EX-31.1 - EXHIBIT 31.1 - Development Capital Group, Inc.	ex31_1.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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, 2013

o	Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934

	For the transition period from __________ to __________

	Commission File Number: 000-54566

Development Capital Group, Inc.

(Exact name of registrant as specified in its charter)

Florida	27-3746561
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)
5441 NW 15th St., Suite 1 Margate, FL33063
(Address of principal executive offices)

(289) 208-8052

(Registrant's telephone number)

(Former name, former address and former fiscal year, if changed since last report)

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

x Yes o 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 (§ 229.405 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 o No x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

o Large accelerated filer Accelerated filer	o Non-accelerated filer
x 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 o No x

State the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 16,428,000 common shares as of November 14, 2013

TABLE OF CONTENTS
		Page

PART I – FINANCIAL INFORMATION

Item 1:	Financial Statements (Unaudited)	F-1 – F-4

Item 2:	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2

Item 3:	Quantitative and Qualitative Disclosures About Market Risk	4

Item 4:	Controls and Procedures	5
PART II – OTHER INFORMATION
Item 1:	Legal Proceedings	5

Item 1A:	Risk Factors	5

Item 2:	Unregistered Sales of Equity Securities and Use of Proceeds	5

Item 3:	Defaults Upon Senior Securities	6

Item 4:	Mine Safety Disclosure	6

Item 5:	Other Information	6

Item 6:	Exhibits	7

	Signatures	7

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

Our financial statements included in this Form 10-Q are as follows:

F-1	Condensed Balance Sheets as of September 30, 2013 and March 31, 2013 (Unaudited);
F-2	Condensed Statements of Operations for the three and six months ended September 30, 2013 and 2012 (Unaudited);
F-3	Condensed Statements of Cash Flow for the six months ended September 30, 2013 and 2012 (Unaudited);
F-4	Notes to Financial Statements.

These condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and the SEC instructions to Form 10-Q. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Operating results for the interim period ended September 30, 2013 are not necessarily indicative of the results that can be expected for the full year.

DEVELOPMENT CAPITAL GROUP, INC.

CONDENSED BALANCE SHEETS

(Unaudited)

	September 30,			March 31,
	2013			2013
ASSETS

Current assets:
Cash	$	49,307		$	129
Prepaid expenses		8,744			-
Total current assets		58,051			129

Capitalized software development costs		43,888			-

Total assets	$	101,939		$	129


LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current liabilities:
Accounts payable and accrued liabilities	$	5,140		$	8,864
Accounts payable and accrued liabilities – related party		24,500			129
Total current liabilities		29,640			8,993

Total liabilities		29,640			8,993

Stockholders' equity (deficit):
Common stock, $0.001 par value, 490,000,000 shares
authorized, 16,428,000 and 12,328,000 shares issued and outstanding
as of September 30, 2013 and March 31, 2013, respectively		16,428			12,328
Additional paid in capital		212,945			45,851
Common stock payable		2,656			-
Accumulated deficit		(159,730	)		(67,043	)
Total stockholders' equity (deficit)		72,299			(8,864	)

Total liabilities and stockholders' equity (deficit)	$	101,939		$	129

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

F-1

DEVELOPMENT CAPITAL GROUP, INC.
CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)

	For the three months ended						For the six months ended
	September 30,			September 30,			September 30,			September 30,
	2013			2012			2013			2012

Revenue	$	-		$	-		$	-		$	-

Operating expenses:
General and administrative		19,674			-			19,729			214
Consulting - related party		24,000			1,500			24,000			6,000
Stock-based compensation		-			-			-			1,000
Professional fees		28,108			1,598			34,958			4,041
Research and development		14,000			-			14,000			-
Total operating expenses		85,782			3,098			92,687			11,255
Net loss from continuing operations		(85,782	)		(3,098	)		(92,687	)		(11,255	)

Discontinued operations		-			2,520			-			(7,180	)

Net (loss)	$	(85,782	)	$	(578	)	$	(92,687	)	$	(18,435	)


Net loss per share - basic
Net loss per common share - basic for continuing operations	$	(0.00	)	$	(0.00	)	$	(0.01	)	$	(0.00	)
Net loss per common share - basic for discontinued operations		-			0.00			-			(0.00	)
Net loss per common share - basic	$	(0.00	)	$	(0.00	)	$	(0.01	)	$	(0.00	)


Weighted average number of common shares outstanding - basic		17,929,022			12,328,000			15,367,858			12,086,242

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

F-2

DEVELOPMENT CAPITAL GROUP, INC.
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)

	For the six months ended
	September 30,			September 30,
	2013			2012
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$	(92,687	)	$	(18,435	)
Adjustments to reconcile net income (loss)
to net cash used in operating activities:
Stock-based compensation		-			1,000

Changes in operating assets and liabilities:
Increase in prepaid expenses		(8,744	)		-
Decrease in accounts payable		(3,724	)		-
Increase in accounts payable – related party		24,500			-
Decrease in accrued liabilities		(129	)		-

Net cash used in operating activities		(80,784	)		(17,435	)

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of capitalized software development cost		(43,888	)		-

Net cash used in investing activities		(43,888	)		-

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from the sale of common stock		173,850			-

Net cash provided by financing activities		173,850			-




NET CHANGE IN CASH		49,178			(17,435	)

CASH AT BEGINNING OF PERIOD		129			17,545

CASH AT END OF PERIOD	$	49,307		$	110

SUPPLEMENTAL DISCLOSURES:
Interest paid	$	-		$	-
Income taxes paid	$	-		$	-

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

F-3

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization

The Company was incorporated on September 27, 2010 (Date of Inception) under the laws of the State of Florida, as Development Capital Group, Inc.

Nature of operations

For the years ended March 31, 2012 and 2011, the Company provided transportation and logistics services for a wide range of manufacturing, industrial and retail customers.

In February 2013, a change of control occurred whereby the former management sold 9,000,000 shares of common stock to the new management for $40,000. The Company inserted a new management team and implemented a new business model eliminating the historic logistics activities and implementing a business plan focused on the development of commercial websites and related software applications.

Basis of presentation

The accompanying unaudited condensed interim 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 United States Securities and Exchange Commission for interim financial information.

The unaudited interim financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K, which contains the audited financial statements and notes thereto, together with the Plan of Operations for the year ended March 31, 2013.

Certain information or footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted, pursuant to the rules and regulations of the Securities and Exchange Commission for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. 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 statement presentation. The interim results for the six months ended September 30, 2013 are not necessarily indicative of results for the full fiscal year.

Year end

The Company’s year-end is March 31.

Use of estimates

The preparation of financial statements in conformity with generally accepted accounting principles 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 revenue and expenses during the reporting period. Actual results could differ significantly from those estimates.

Cash and cash equivalents

For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. The carrying value of these investments approximates fair value.

F-4

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Revenue recognition

We recognize revenue when all of the following conditions are satisfied: (1) there is persuasive evidence of an arrangement; (2) the product or service has been provided to the customer; (3) the amount of fees to be paid by the customer is fixed or determinable; and (4) the collection of our fees is probable.

Stock-based compensation

The Company records stock based compensation in accordance with the guidance in ASC Topic 505 and 718 which requires the Company to recognize expenses related to the fair value of its employee stock option awards. This eliminates accounting for share-based compensation transactions using the intrinsic value and requires instead that such transactions be accounted for using a fair-value-based method. The Company recognizes the cost of all share-based awards on a graded vesting basis over the vesting period of the award.

The Company accounts for equity instruments issued in exchange for the receipt of goods or services from other than employees in accordance with FASB ASC 718-10 and the conclusions reached by the FASB ASC 505-50. Costs are measured at the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for consideration other than employee services is determined on the earliest of a performance commitment or completion of performance by the provider of goods or services as defined by FASB ASC 505-50.

Fair value of financial instruments

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of September 30, 2013. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. These financial instruments include cash, prepaid expenses, bank overdraft and accounts payable. Fair values were assumed to approximate carrying values for cash and payables because they are short term in nature and their carrying amounts approximate fair values or they are payable on demand.

Level 1: The preferred inputs to valuation efforts are “quoted prices in active markets for identical assets or liabilities,” with the caveat that the reporting entity must have access to that market. Information at this level is based on direct observations of transactions involving the same assets and liabilities, not assumptions, and thus offers superior reliability. However, relatively few items, especially physical assets, actually trade in active markets.

Level 2: FASB acknowledged that active markets for identical assets and liabilities are relatively uncommon and, even when they do exist, they may be too thin to provide reliable information. To deal with this shortage of direct data, the board provided a second level of inputs that can be applied in three situations.

F-5

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Fair value of financial instruments (continued)

Level 3: If inputs from levels 1 and 2 are not available, FASB acknowledges that fair value measures of many assets and liabilities are less precise. The board describes Level 3 inputs as “unobservable,” and limits their use by saying they “shall be used to measure fair value to the extent that observable inputs are not available.” This category allows “for situations in which there is little, if any, market activity for the asset or liability at the measurement date”. Earlier in the standard, FASB explains that “observable inputs” are gathered from sources other than the reporting company and that they are expected to reflect assumptions made by market participants.

Recent pronouncements

The Company has evaluated the recent accounting pronouncements through November 2013 and believes that none of them will have a material effect on the company’s financial statements.

NOTE 2 – GOING CONCERN

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the recoverability of assets and the satisfaction of liabilities in the normal course of business. The Company incurred a net loss from continuing operations for the six months ended September 30, 2013 of $92,687 and an extraordinary loss of $0 from discontinued operations. As of September 30, 2013, the accumulated deficit was $159,730. The Company’s net operating loss was primarily related to a decrease in revenue resulting from the discontinuation of certain operations of the Company. In addition, the Company’s activities during the six months ended September 30, 2013 have been financially sustained through equity financing.

The ability of the Company to continue as a going concern is dependent upon its ability to raise additional capital from the sale of common stock and, ultimately, the achievement of significant operating revenues. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty.

NOTE 3 –RELATED PARTY TRASACTIONS

During the year ended March 31, 2013, an officer of the Company advanced $1,100 to the Company for various expenses. During the year ended March 31, 2013, the officer agreed to forgive $971 of the advance which was recorded to additional paid in capital. As of March 31, 2013, the remaining balance owed totaled $129 and was subsequently repaid in April 2013.

As of September 30, 2013, the Company had accounts payable due to related parties totaling $24,500. The accounts payable is a result of the purchase of capitalized software costs and consulting services.

On August 1, 2013, the Company entered into a consulting agreement with an entity that is owned and controlled by the President of the Company which is effective until Mr. Ricard is removed as an officer of the Company. The monthly fee is $5,000.

On August 1, 2013, the Company entered into a consulting agreement with an entity that is a shareholder of the Company which is effective until either party provides 30 days’ notice of termination. The monthly fee is $4,500.

F-6

NOTE 4 – STOCKHOLDERS’ EQUITY

The Company is authorized to issue 490,000,000 shares of its $0.001 par value common stock.

Common stock

During the six months ended September 30, 2013, the Company issued a total of 4,100,000 shares of common stock for cash totaling $41,050. The Company plans to issue a total of 2,656,000 shares of common stock for cash received totaling $132,800 and has been recorded to common stock payable.

NOTE 5 – DISCONTINUED OPERATIONS

In February 2013, the Company determined to discontinue operations due to the change in control which led to a change in the management team and a change in the business plan of the Company. The Company recorded discontinued operations of ($0) and ($7,180) for the six months ended September 30, 2013 and 2012, respectively.

F-7

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. We intend such forward-looking statements to be covered by the safe-harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and are including this statement for purposes of complying with those safe-harbor provisions. However, the safe harbors of forward-looking statements provided by Section 21E of the Securities Exchange Act of 1934 are unavailable to issuers of penny stock. Our shares may be considered penny stock and such safe harbors set forth under the Private Securities Litigation Reform Act of 1995 may not be available to us.

Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse effect on our operations and future prospects on a consolidated basis include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise. Further information concerning our business, including additional factors that could materially affect our financial results, is included herein and in our other filings with the SEC.

Overview

We incorporated on September 27, 2010 under the laws of the State of Florida, as Development Capital Group, Inc. For the years ended March 31, 2012 and 2011, we provided transportation and logistics services for a wide range of manufacturing, industrial and retail customers. In February 2013, there was a change of control and we discontinued old operations. Our current business is focused on the development of commercial websites and related software applications.

Our plan is to identify and invest in early-stage technology companies that have the potential to disrupt traditional industries and transform markets. With decades of experience building successful businesses, we expect our team of analysts to help companies who either have undervalued assets or whose existing businesses require capital investment in order to achieve scale. We are currently investing in and working with companies in the transportation, data analysis, and healthcare space.

Realty Valuator

We are currently working on an internal application known as Realty Valuator, which is a multi-platform application that supports real estate investors by sourcing available properties in the market and providing tools to easily evaluate and capitalize on prospective property investments. With Realty Valuator, even casual home investors can access sophisticated analytical tools typically reserved for large property investment firms with a team of analysts on staff. Customers can quickly and easily assess a wide range of criteria about a property and determine the variance between a property’s list price and its’ official valuation, and using that information, investors can evaluate their forecasted returns on investments in a multitude of scenarios.

Given the overwhelming interest in the foreclosed property market, Realty Valuator was conceived and developed to help ordinary people evaluate and invest in residential real estate like a professional firm. Realty Valuator currently has thousands of available residential properties in its inventory, and the Company is working to expand the application’s reach across all 43,000 zip codes in America.

The salient features of Realty Valuator are as follows:

Customizable selection of real estate zones

Comprehensive housing data and analysis tools

Local foreclosure trends, rental rates, and comparables

Property updates and alerts

Outstanding loan amounts and position on foreclosure properties

Default amounts, auction updates, owner name and lender name

Sales history and property info for 400-500 houses per week

Estimated values, comp sales, comp listings and nearby foreclosure

Equity and loan-to-value amounts for pre-foreclosures and auctions

Judgment information, case number, and owner information

Currently, we are in the private beta testing of Realty Valuator in which we are integrating data from 22 counties in South Florida so that users will be able to analyze such properties. However, before we do our larger public beta test with a larger pool of test users, we are going to be offering our Realty Valuator to a select group of test users. From such information that we gather from the aforementioned test users, we will adjust the ease of use and the layout of the application and then follow up with a larger public beta testing.

Our anticipated launch our public beta version of Realty Valuator is planned for December of 2013. Such launch would allow users to test our system for free while we continue to perfect the product, enhance the usability, add more needed tools, fix any bugs, do additional A and B testing, and further integrate new test areas in Florida and the rest of the United States.

In early part of January of 2014, we plan to do some test marketing to analyze the user acquisition costs, and therefore determining our retail price for new users. After we further develop a marketing strategy, we anticipate doing a larger soft launch of Realty Valuator at the end of January of 2014. Then, we are planning that in the earlier part of February of 2014, we will start grow the user base and hit our anticipated Company milestones.

For our hard launch, our plan is to promote Realty Valuator through a large press launch, with a push out on social media and listings in South Florida press outlets. We plan to target a minimum of 1,000 users, and plan such growth will continue naturally from such promotion. We currently are planning on the initial launch to be in 22 counties in Florida, which can be expanded eventually to 67 counties in Florida.

Results of Operations for the Six Months Ended September 30, 2013 and 2012 and for the Three Months Ended September 30 2013 and 2012

Our current business plan is to develop websites and applications. We have generated no revenue in connection with our new business operations. For the years ended March 31, 2013 and 2012, we earned revenue from commissions earned through contracted freight services. These operations, however, have been discontinued.

We had operating expenses of $92,687 for the six months ended September 30, 2013, as compared with operating expenses of $11,255 for the six months ended September 30, 2012. Our operating expenses for the six months ended September 30, 2013 consisted of mainly of professional fees and related party consulting fees. In comparison, our operating expenses for the six months ended September 30, 2012 consisted of mainly of professional fees and related party consulting fees.

We recorded a net loss of $92,687 from continuing operations for the six months ended September 30, 2013, as compared with a net loss of $18,435 from continuing operations for the six months ended September 30, 2012.

We had operating expenses of $85,782 for the three months ended September 30, 2013, as compared with operating expenses of $3,098 for the three months ended September 30, 2012. Our operating expenses for the three months ended September 30, 2013 consisted of mainly of professional fees and related party consulting fees. In comparison, our operating expenses for the three months ended September 30, 2012 consisted of mainly of professional fees and related party consulting fees.

We recorded a net loss of $85,782 from continuing operations for the three months ended September 30, 2013, as compared with a net loss of $3,098 from continuing operations for the three months ended September 30, 2012.

We anticipate our operating expenses will increase as we implement our new business plan. The increase will be attributable to expenses to implement our business plan, and the professional fees to be incurred in connection with our ongoing filing requirements as a reporting company under the Securities Exchange Act of 1934.

Liquidity and Capital Resources

As of September 30, 2013, we had total current assets of $58,051 and current liabilities of $29,640. Thus, we have a working capital of $28,411 as of September 30, 2013.

Operating activities used $80,784 in cash for the year ended September 30, 2013. Our net loss was the main reason for our negative operating cash flow offset mainly by a decrease in accounts payable of $3,724, an increase in prepaid expenses and an increase in accounts payable – related party of $24,500.

On June 21, 2013, we issued 4,100,000 shares of our common stock to investors for total proceeds of $41,050. During the six month ended September 30, 2013, we received cash totaling $132,800 and are obligated to issue a total of 2,656,000 shares of common stock. As of September 30, 2013, the shares have not been issued and are recorded as common stock payable.

As of September 30, 2013, we have insufficient cash to operate our business at the current level for the next twelve months and insufficient cash to achieve our business goals. The success of our business plan beyond the next 12 months is contingent upon us obtaining additional financing. We intend to fund operations through debt and/or equity financing arrangements, which may be insufficient to fund our capital expenditures, working capital, or other cash requirements. We do not have any formal commitments or arrangements for the sales of stock or the advancement or loan of funds at this time. There can be no assurance that such additional financing will be available to us on acceptable terms, or at all.

Off Balance Sheet Arrangements

As of September 30, 2013, there were no off balance sheet arrangements.

Critical Accounting Policies

In December 2001, the SEC requested that all registrants list their most “critical accounting polices” in the Management Discussion and Analysis. The SEC indicated that a “critical accounting policy” is one which is both important to the portrayal of a company’s financial condition and results, and requires management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain.

Our critical accounting policies are set forth in Note 1 to the financial statements.

Recently Issued Accounting Pronouncements

The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operation, financial position or cash flow.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

A smaller reporting company is not required to provide the information required by this Item.

Item 4. Controls and Procedures

Disclosure Controls and Procedures

We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of September 30, 2013. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer and our Chief Financial Officer. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of September 30, 2013, our disclosure controls and procedures were not effective due to the presence of material weaknesses in internal control over financial reporting.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. Management has identified the following material weaknesses which have caused management to conclude that, as of September 30, 2013, our disclosure controls and procedures were not effective: (i) inadequate segregation of duties and effective risk assessment; and (ii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines.

Remediation Plan to Address the Material Weaknesses in Internal Control over Financial Reporting

Our company plans to take steps to enhance and improve the design of our internal controls over financial reporting. During the period covered by this quarterly report on Form 10-Q, we have not been able to remediate the material weaknesses identified above. To remediate such weaknesses, we plan to implement the following changes during our fiscal year ending March 31, 2014: (i) appoint additional qualified personnel to address inadequate segregation of duties and ineffective risk management; and (ii) adopt sufficient written policies and procedures for accounting and financial reporting. The remediation efforts set out are largely dependent upon our securing additional financing to cover the costs of implementing the changes required. If we are unsuccessful in securing such funds, remediation efforts may be adversely affected in a material manner.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the three months ended September 30, 2013 that have materially affected, or are reasonable likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

We are not a party to any pending legal proceeding. We are not aware of any pending legal proceeding to which any of our officers, directors, or any beneficial holders of 5% or more of our voting securities are adverse to us or have a material interest adverse to us.

Item 1A: Risk Factors

A smaller reporting company is not required to provide the information required by this Item.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

During this quarter, we raised a total of $132,800, from 11 investors, and therefore are obligated to issue 2,656,000 shares of our restricted common stock. As of the date of this filing, the shares have not been issued, however we will have such shares issued as soon as possible and will direct our transfer agent to issue such stock certificates with the appropriate restrictive legend affixed to the restricted stock. These securities were issued pursuant to Section 4(2) of the Securities Act and/or Rule 506 promulgated thereunder. The holders represented their intention to acquire the securities for investment purposes only and not with a view towards distribution. The investors were given adequate information about us to make an informed investment decision. We did not engage in any general solicitation or advertising. The use of such proceeds are planned to be used to fund our development, expansion and operational plans as discussed above in Item 2 of Part 1 of this report.

Item 3. Defaults upon Senior Securities

None

Item 4. Mine Safety Disclosure

N/A

Item 5. Other Information

None.

Item 6. Exhibits

Exhibit Number	Description of Exhibit
31.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101**	The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2013 formatted in Extensible Business Reporting Language (XBRL).

**Provided herewith, however, pursuant to Rule 406T of Regulation S-T, the interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

SIGNATURES

In accordance with the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Development Capital Group, Inc.

Date:	November 14, 2013

	By:	s/ Johnathan Lindsay
	Johnathan Lindsay
	Title: Chief Executive Officer, Principal Executive Officer, and Director

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