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DIGAGOGO VENTURES CORP FILES (8-K/A) Disclosing Change in Shell Company Status(Edgar Glimpses Via Acquire Media NewsEdge) CHANGE IN SHELL COMPANY STATUS Management has determined that, as of the date of this Current Report, given the current level of our operations, the Company is no longer a shell corporation as that term is defined in Rule 405 of the Securities Act and Rule 12b-2 of the Exchange Act. Therefore, the Company is filing this report to disclose such information as would be required if the registrant were filing a general form for registration of securities on Form 10. FORM 10 DISCLOSURE ITEM 1. BUSINESS Corporate History The Company was incorporated in the State of Delaware on January 5, 2010 under the name Eco-Friendly Power Technologies Corp ("Eco-Friendly"). The original business plan of Eco-Friendly was to develop a commercial application of the design of an "Incandescent light bulb life extending apparatus" patent. Eco-Friendly also intended to enhance the existing prototype, manufacture and market the product and/or seek third party entities interested in licensing the rights to manufacture and market the device. On February 8, 2010, Eco-Friendly entered into a Patent Transfer and Sale Agreement (the "Patent Agreement") whereby we acquired all of the right, title and interest in the patent known as the "Incandescent light bulb life extending apparatus", U.S. patent number 7,081,714, for consideration of $11,140 including attorney's fees. Under the terms of the Patent Agreement, Eco-Friendly was assigned rights to the patent free of any liens, claims, royalties, licenses, security interests or other encumbrances. The cost of obtaining the patent was expensed. The patent was issued on July 25, 2006 and will expire on May 4, 2024. As of the date of this Report, the Company is no longer working to develop or manufacture the incandescent light bulb life extending apparatus or license the manufacturing and related marketing and selling rights to a third party. On November 17, 2010, Eco-Friendly filed an Amended and Restated Certificate of Incorporation with the Delaware Secretary of State changing its corporate name to Digagogo Ventures Corp. (hereinafter the "Company"). As of such date, we ceased all prior operations. As of April 14, 2011, the Company has changed its business direction towards developing an online sales and distribution network that connects households to each other and allows individuals to buy or sell items within a local community. 2 --------------------------------------------------------------------------------Our Business The core business of the Company is to develop an online sales and distribution network through which network members can buy, sell or share information to people that they know within a defined geographical area or community. This sales and distribution network is intended to generate profits for the Company and produce economic benefits for the members of the network and the local business community. The members will consist of individuals and families, each with their own online household portal, who are connected to other household portals within a defined community through an online network. The household portal is essentially a personalized web page for the individual or family that serves as a social medium for communication among household portals and as a virtual marketplace where members can buy and sell products and services to and from other members and share information about products and services with other households that they are connected to through the network. The Company intends to create several networks of digitally connected households in different cities, counties, municipalities or even countries and to become a trusted channel through which local businesses can sell their products and services and penetrate a local community. The Company believes that the biggest value behind creating a household network is the ability to buy, sell and share information about products and services with local people that you know and to capture the collective benefit among one another. The Company aims to create a trusted sales and distribution network that will service the needs of every household within a localized area. Our Products The Company has three products that it is currently developing: DogoNet, DogoPay, and DogoSearch. DogoNet DogoNet is essentially a brand name that encompasses the digital network of households linked together by individual household portals. DogoNet also refers to the technology that allows the digital networks and household portals to operate. We will use the brand name DogoNet to advertise and market our sales and distribution network to individuals and businesses and to sell limited liability licenses of our technology. The Household Portal The household portal is essentially a personalized home page for an individual or family, presented either as a website with its own personalized domain name (URL) or as a personalized template for visual display. The household portal can also be presented using a mobile phone or virtually as a household username. The household portal is much more than a simple website or e-mail address because it includes many features such as a virtual storefront for conducting online transactions, a personal e-mail address for each portal, blog capabilities, photo galleries and more, and it allows the user to publish web pages, add content to websites or portals, manage web page content, and create a private social network for sharing information among households. The household portal provides access for its members to securely log in and to buy, sell and share information among other household portals through the localized network. Compared to other similarly perceived products, the unique feature of this product is the virtual storefront that is creates where members can buy and sell products and services through the network and share information about products and services with other household portals. A member can directly sell products and services of local businesses to other household portals and receive a simple commission or other reward from such sales. Additionally, a member can refer or advertise products and services of local businesses through that member's household portal and earn a simple commission or other reward from sales that directly result from such referral or advertisement. In either case, the commission or other reward will be paid to the member by the local business whose product or service is sold through the network. The benefit to these local businesses in offering commissions and other rewards is that such rewards will provide an incentive for members to conduct sales of and promote the businesses' products and services, which in turn will potentially lead to an increase in revenues for the businesses. A member is able to sell, refer or advertise products and services of local businesses by publishing information about the products and services through a news stream that is part of the household portal. The member has full control over which products, services and other information he chooses to publish through the news stream and once the information is published, it will appear on the household portals of those with whom that member is connected. Similarly, members also have control over who they receive information from and the kind of information that they receive through their portal. If a member sees a publication about a product or service on their household portal, clicks on the link to the publication, and makes a purchase from that link, the system will automatically connect that purchase to the member who published the information and will add the appropriate commission or reward to that member's account. 3 --------------------------------------------------------------------------------Other than cash commissions, members who buy, sell and advertise products and services through their household portals may also be entitled to other rewards from the Company or from the local businesses that utilize the network. Rewards offered by the Company may include such things as discounts on upgrades to the premium household portal, fewer fees for using the products and more. The benefit to the Company in offering rewards to its members is that it encourages members to actively use the network for buying and selling goods, which in turn, leads to greater profits for the Company. Rewards offered by the local businesses may include such things as gift certificates, airline miles, coupons, discounts, and more. This sales and distribution system harnesses the power of local group buying because by simply publishing one product through the news stream of a household portal, a member could potentially influence and encourage all other household portals that he is connected to within the network to purchase that product. Thus, the more active a member is in publishing information about certain products and services through his household portal, the greater that member's earning opportunities. Further, the greater the number of household portals that the member is connected to within the network, the greater the group buying power and earning potential. The Digital Household Network The digital household network is the resulting network of digitally-linked household portals. The digitally-linked household portals create a potential sales and distribution network for local businesses to utilize and a marketplace for members belonging to the network to collectively buy, sell and earn rewards for their sales. The Company views the digital household network as a product offering for members to meet all of their shopping needs and for businesses to efficiently channel the sale of their products and services and to introduce new products and services to a local community. DogoPay DogoPay is the means by which members conduct commerce through the network of connected households and is integrated into our DogoNet product. DogoPay allows its users to instantly track and manage purchases, sales commissions and rewards. DogoNet users will be able to manage this information through the use of an "eWallet". Each household will have an eWallet to make payments and to collect payments, commissions and rewards. The eWallet will also be mobile and can be used for mobile payment at businesses that are part of the digital network. DogoPay will be available across the globe and will allow its users to conduct transactions in different countries using different currencies. The Company believes that members will take comfort in the speed, reliability and security with which transactions are completed through DogoPay. DogoSearch DogoSearch is a search service, integrated into our DogoNet product, that will enable any member in the community to find time-sensitive, local information and events regarding product sales, specials and promotions. This search service differs from other search engines because DogoSearch searches for information and events that are taking place today and in the near-future. For example, if you use DogoSearch to search for Brand X shoes, DogoSearch will find up-to-the minute information such as "Brand X shoes will be having a 50% sale on Monday from 1:00pm to 3:00pm." The search will typically also provide you with options to take advantage of these sales, specials and promotions such as, "Click here to participate or reserve your shoes." The DogoSearch service gathers and manages data in a unique way, different from existing search engines. Once a member conducts a search or requests information about a specific product or service through DogoSearch, the system will automatically generate a list of businesses or persons within the network from whom the product or service can be purchased. Further, DogoSearch does not scour the Internet for information, but rather, it uses agents of local businesses or organizations to populate this data and the data is exclusive to DogoSearch, meaning that you will not find the same information anywhere else on the Internet. The data is classified as campaigns that the agent services and the agent is rewarded by the local businesses or organizations with store credits for goods and services and other types of rewards. Status of Our Products As of the date of this Report, none of the Company's products are fully developed or publicly available to consumers. The development of our product line is contingent upon acquiring the base technologies for each of our products. The base technologies provide the technical foundation for our products, reduce product development risks, and shorten the amount of time it will take to fully develop our products and introduce them into the market. 4 --------------------------------------------------------------------------------In regard to our DogoNet product, on June 27, 2011, the Company, Impact Technologies Inc., a wholly-owned subsidiary of the Company ("Impact"), and Swebby Inc. ("Swebby") entered into an Asset Purchase Agreement whereby the Company acquired all of Swebby's assets and intellectual property pertaining to the DogoNet software platform and hosting service, in exchange for one million (1,000,000) shares of the Company's common stock at a deemed price of $0.25 per share and five hundred thousand dollars ($500,000) cash. In regard to our DogoSearch product, on July 5, 2011, the Company, Impact, and Blackswan Inventions Inc., a corporation incorporated pursuant to the federal laws of Canada ("Blackswan"), entered into an Asset Purchase Agreement whereby the Company acquired all of Blackswan's assets and intellectual property pertaining to the DogoSearch software, in exchange for five hundred thousand dollars ($500,000) cash and one million (1,000,000) shares of the Company's common stock at a deemed price of $0.25 per share. In regard to our DogoPay on July 5, 2011, the Company, Impact and Banyan Tech Ventures Inc., a corporation incorporated pursuant to the federal laws of Canada ("Banyan"), entered into an Asset Purchase Agreement whereby the Company acquired all of Banyan's assets and intellectual property pertaining to the DogoPay software, in exchange for two hundred fifty thousand dollars ($250,000) cash and five hundred thousand (500,000) shares of the Company's common stock at a deemed price of $0.25 per share. Currently, consultants of the Company are working on the development of our three products with the original developers of the base technologies. Now that we have acquired the base technologies for DogoNet, DogoSearch and DogoPay, we will further develop and customize our products. The development of all three products will be spearheaded by our newly appointed Chief Technology Officer, Kenneth J. Williams ("Mr. Williams"), who will be supported by additional consultants that we hire on an as-needed basis. As of the date of this Report, the Company is in the process of negotiating the terms of a consultant agreement with Mr. Williams. We anticipate that the DogoNet, DogoSearch and DogoPay products should be fully developed and available to consumers in approximately three months. The Company will own 100% of its DogoNet, DogoSearch and DogoPay products upon the Company's full payment of the purchase price to Swebby, Inc., Blackswan Inventions Inc., Banyan Tech Ventures Inc., per the terms of the Asset Purchase Agreements. Our Business Model The Company expects to generate profits from its products by the following means: Structured Licensing Program The Company has a structured licensing program whereby it will sell limited liability licenses to local groups or organizations looking to invest in the sales and distribution network created by this inter-connectivity of households and to profit from the network within a selected geographical region or city. The Company, in turn, will charge a certain fee on all sales generated by the licensee through this program. At this time, the structure for the fees to be charged on sales made by the licensee has not been finalized. The fee structure will be determined after the Company has had an opportunity to test, evaluate and troubleshoot the pilot sales and distribution network, gain a significant number of members, achieve market acceptance of its products and perform a trial license program. The limited liability license grants to the licensee the exclusive right to commercialize a selected geographical region or city, meaning that the licensee has the exclusive right to use the Company's technology to develop the business community in that geographical area by setting up household portals and connecting those portals into a network. The licensee will receive a portion of the profits generated from the sale of products and services that are bought and sold through the network in the community to which the licensee subscribes. The Company will retain an option to buy back the license rights from the licensee after one year, at double the original price paid by the licensee for the license. The Company will exercise this option if the sales and distribution network in that community is generating substantial revenues. This option, if exercised, could create huge revenue potential for the Company because the portion of the sales that would have otherwise been paid to the licensee would now be paid to the Company, thereby increasing the Company's profits. The Company intends to sell licenses for terms of ten (10) years which shall automatically be renewed for an additional ten (10) year term. The cost of the license shall be determined by the number of households within the geographic region to be covered by the license. The geographic regions to be covered by these limited liability licenses are divided along municipality, county or city lines. Larger cities may be divided into smaller communities with their own licenses. We do not anticipate selling any of our licenses until we have fully developed our products and tested the commercial viability of our sales network. 5 --------------------------------------------------------------------------------Distribution Fees The Company will charge a distribution fee to local businesses that channel their products and services through the network. The products and services offered by these local businesses will likely represent the prominent industries within the community, such as clothing manufacturing, food distribution, agriculture, and other industries. The distribution fee, similar to a usage fee or toll fee, will be a flat fee that is charged to the local business each time one of their goods or services is bought or sold through the digital network. By paying a small distribution fee, these local businesses will be able to advertise, sell and distribute their goods. For example, if a shoe manufacturer used the network to sell their overstock shoes at a group buying price, knowing that 128 members in the network are willing to buy the shoes at a discounted rate, this would generate significant profits for the manufacturer at the cost of a small distribution fee per transaction. At this time, the structure for the distribution fees has not been finalized. Product Placement Fees The Company will charge a product placement fee to businesses who directly advertise their products and services through the network. At this time, the structure for the product placement fees has not been finalized. Subscription Fees Initially, the Company will allow members to create a household portal and utilize the DogoNet, DogoSearch and DogoPay services for free. However, once the Company has achieved active critical mass by getting large numbers of individuals and households to become members of its network, the Company will begin to generate recurring revenue by charging its users monthly subscription fees for using any of its products including the basic household portal. Critical mass will be achieved when eighty percent (80%) or more of the population within that defined community or geographical region are members of the network. The Company will also charge a subscription fee to members who want upgrades to the basic portal; the upgrades will offer greater functionality, more storage space for data, and additional premium features. At this time, the structure for the subscription fees has not been finalized. Fees for Distribution of Local Information As the Company begins building its network of connected household portals and goods and services are being bought and sold through the network, the software that powers the Company's products will automatically and instantaneously collect information about the total volume in sales and the products and services moving through the network as well as the products and services that are searched for and requested by members within the local community. The information that the Company collects about the buying and selling trends and needs within that geographic community will then be offered for a fee to local businesses who wish to sell their products and services in the local market. Local businesses would benefit from this knowledge because they would know which products and services are in high or low demand within that geographic area and would be able to modify their product line, marketing strategy, and/or business operations accordingly. At this time, the structure for the fees has not been finalized. Potential Market and Market Penetration The Company views the Internet as the mass medium for communication and social interaction and strives to give every household a presence on the Internet in the form of an online portal with the ability to exchange information and to operate a virtual marketplace. The Company intends to provide a network that will give its members and those they are connected to, access to a wealth of information about local products and services and allow them to participate in a direct sales and distribution network. The Internet has become a leader in information technology. The latest analysis has estimated that: · Over 6.8 billion people worldwide use the Internet. (Internet World Stats. June 30, 2010. Retrieved May 27, 2011 from and publicly available at: www.internetworldstats.com/stats.htm) · Over 77% of the population of North America uses the Internet. (Internet World Stats. June 30, 2010. Retrieved May 27, 2011 from and publicly available at: www.internetworldstats.com/stats.htm) 6 --------------------------------------------------------------------------------· Social network users surpassed the number of email users in July 2009: 820 million social network users compared to 800 million email users. (Morgan Stanley, 2010). ("Social Media Industry Statistics." Socialware. Retrieved May 27, 2011 from and publicly available at: http://www.socialware.com/resources/research/social-media-industry-statistics/) · Social media mavens on average grew 18% in revenues over the last 12 months, compared to the least-engaged companies, which on average saw a 6% decline. (Altimeter/Wetpaint, 2009). ("Social Media Industry Statistics." Socialware. Retrieved May 27, 2011 from and publicly available at: http://www.socialware.com/resources/research/social-media-industry-statistics/) · In 2010, 50+% of marketers will be using social media. (Center for Media Research, 2009). ("Social Media Industry Statistics." Socialware. Retrieved May 27, 2011 from and publicly available at: http://www.socialware.com/resources/research/social-media-industry-statistics/) · 81% of all marketers who use social media said it generates more exposure for their business. (Social Media Marketing Industry Report, 2009). ("Social Media Industry Statistics." Socialware. Retrieved May 27, 2011 from and publicly available at: http://www.socialware.com/resources/research/social-media-industry-statistics/) The Company will establish its core market in the United States and Canada, but it also acknowledges a great opportunity to capitalize on the fastest growing market places known as the BRICI countries: Brazil, Russia, India, China and Indonesia. These countries represent about 45% of the world's population and about 15% of global gross domestic product (GDP) with over 610 million Internet users. These countries will have more than 1.2 billion Internet users by 2015 with a penetration year-to-year growth rate of 9% to 20%. (Aguiar, et al. September 1, 2010. "The Internet's New Billion." bcg.perspectives. Retrieved May 27, 2011 from and publicly available at: https://www.bcgperspectives.com/content/articles/internets_new_billion/) The Company sees endless potential in implementing its business model in various high-growth cities, counties, municipalities and countries. [[Image Removed: [digagogo8ka8091211003.gif]]] 7 -------------------------------------------------------------------------------- [[Image Removed: [digagogo8ka8091211004.jpg]]] [[Image Removed: [digagogo8ka8091211006.gif]]] Marketing Strategy The Company understands that time is of the essence in this technological age and that the Company must quickly bring awareness of its technology to the public purview. The Company will strive to build enough active critical mass to allow the Company to eventually charge a fee to individual households utilizing the sales and distribution network. Critical mass will be achieved when eighty percent (80%) or more of the population within that defined community or geographical region are members of the network. The immediate objective of the Company is to build critical mass by getting large numbers of individuals and households to become members of its network. In order to achieve critical mass, the Company will promote its technology online, in print, and across various media. The Company will lobby sales groups to run campaigns in local papers and to organize local events to market the household network. The Company will advertise directly with social community organizations, telecommunication groups, local papers, and local business associations. The Company will seek to acquire local online communities and businesses that currently have participating members in order to promote market share and mindshare. It will begin a trial license program whereby it will pre-sell limited liability licenses for specific regions or cities to investors and in turn those funds will be used to implement its marketing strategy. We intend to engage the services of consultants to assist the Company in executing its marketing strategy. 8 --------------------------------------------------------------------------------The Company plans to pilot its sales and distribution network business in both a small city and a metropolitan city: Red Deer (Alberta) and Vancouver (British Columbia), respectively. Once the Company has established its business in these cities and generated some revenue, the Company will expand its operations across the United States, Canada and likely in one of the BRICI countries - China. Expansion of our business is a matter of replicating our business model in new cities or markets that the Company identifies. If our digital household networks show growth over time and we are able to sustain a flow of products through our networks, the Company believes it will be able to generate revenues in various high-growth cities, counties, municipalities and countries. Technical Infrastructure and Support Team The Company will have three key operating divisions: Sales, Marketing & Support, and Technical. The Sales division will be focused on engaging local businesses to use our network for the fees described above and to sell our limited liability licenses. The Marketing & Support division will be focused on recruiting new households and providing support to them; the target of this division will be to expand the reach of the household network deeper into each local community. The Technical division will be focused on ensuring that the technology infrastructure is adaptable and efficient to support the rapid growth and usage of the network. The overall goal is to create a sales and distribution network that is ready to be licensed and is capable of withstanding substantial growth in any community, city, municipality, or country. The infrastructure needed to operate and support our products is implemented using the latest cloud technology; thus, the technical capabilities to support growth are very cost-effective and highly scalable. The Company will keep a small technical core team of consultants of approximately three people to design, maintain and support any technical issue. The Company will also retain software engineers, who will be out-sourced, to develop and enhance the software and server technology. The Company's technical strategy is to keep the core . . . |