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Data Call Technologies - Quarter Report: 2012 September (Form 10-Q)



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________

FORM 10-Q
___________________

ý                                  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended September 30, 2012

  

OR

 

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

 

For the transition period from          to

 

Commission file number 000-54696
 

DATA CALL TECHNOLOGIES, INC.
(Exact Name Of Registrant As Specified In Its Charter)

Nevada 30-0062823
(State of Incorporation) (I.R.S. Employer Identification No.)
   
600 Kenrick, Suite B-12, Houston, TX 77060
(Address of Principal Executive Offices) (ZIP Code)

 Registrant's Telephone Number, Including Area Code: (832) 230-2379

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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

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

Large accelerated filer ¨ Accelerated filer ¨  Non-Accelerated filer ¨  Smaller reporting company x

On September 30, 2012, the Registrant had 19,976,421 shares of common stock outstanding.






 

TABLE OF CONTENTS

Item

Description

Page
____ _________ ____

PART I - FINANCIAL INFORMATION

  
ITEM 1. FINANCIAL STATEMENTS. 3
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS AND RESULTS OF OPERATION. 9
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 12
ITEM 4. CONTROLS AND PROCEDURES. 12
 

PART II - OTHER INFORMATION

  
ITEM 1. LEGAL PROCEEDINGS. 12
ITEM 1A. RISK FACTORS 12
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS 12
ITEM 3. DEFAULT UPON SENIOR SECURITIES. 13
ITEM 4. MINE SAFTY DISCLOSURE. 13
ITEM 5. OTHER INFORMATION. 13
ITEM 6. EXHIBITS. 13

 




PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS Back to Table of Contents

    Balance Sheets - September 30, 2012 (Unaudited) and December 31, 2011 (audited) 4
    Statements of Operations - Three and Nine Months Ended September 30, 2012 and 2011 (Unaudited) 5
    Statements of Cash Flows - Nine Months Ended September 30, 2012 and 2011 (Unaudited) 6
Notes to Financial Statements 7


DATA CALL TECHNOLOGIES, INC.
Balance Sheets Back to Table of Contents
September 30, 2012 (Unaudited) and December 31, 2011 (Audited)
 

Assets

September 30, 2012 December 31, 2011
  (Unaudited) (Audited)
Current assets:
   Cash $ 12,019 $ 44,851
   Accounts receivable 46,778 47,224
   Prepaid expenses 6,012 -
     Total current assets 64,809 92,075
 
Property and equipment 121,175 121,175
   Less accumulated depreciation and amortization 118,954 117,122
     Net property and equipment 2,221 4,053
 
Other assets 5,255 5,255
       Total assets $ 72,255 $ 101,383
 

Liabilities and Stockholders' Deficit

 
Current liabilities:
   Accounts payable $ 78,704 $ 40,889
   Accrued salaries and related liabilities 97,250 116,617
   Accrued interest 9,625 5,500
   Deferred revenues 26,077 82,800
   Short-term note payable to shareholder 65,000 65,000
     Total current liabilities $ 276,656 $ 310,806
  
       Total liabilities $ 276,656 $ 310,806
 
Stockholders' deficit:
   Preferred stock, $.001 par value. Authorized 10,000,000 shares:
     Series A 12% Convertible - 800,000 shares issued and outstanding
     at September 30, 2012 and December 31, 2011 800 800
   Common stock, $.001 par value. Authorized 200,000,000 shares:
     19,976,421 shares issued and outstanding at September 30, 2012 and December 31, 2011 19,976 19,976
   Additional paid-in capital 8,772,514 8,772,514
   Accumulated deficit (8,997,661) (9,002,713)
     Total stockholders' deficit (204,371) (209,423)
       Total liabilities and stockholders' equity $ 72,285 $ 101,383
 
The accompanying notes are an integral part of these financial statements.


DATA CALL TECHNOLOGIES, INC.
Statements of Operations Back to Table of Contents
Three and Nine Months Ended September 30, 2012 and 2011 (Unaudited)
Three Months Three Months Nine Months Nine Months
ended ended ended ended
September 30, 2012 September 30, 2011 September 30, 2012 September 30, 2011
 
Revenues
   Sales $ 124,451 $ 112,310 $ 433,611 $ 383,187
   Cost of sales 32,587 31,614 92,237 90,656
     Gross margin 91,864 80,696 341,374 292,531
 
   Selling, general and administrative expenses 90,987 88,459 334,489 319,930
   Depreciation and amortization expense 633 1,468 1,833 2,306
     Total operating expenses 91,620 89,927 336,322 322,236
 
       Net income (loss) before income taxes 244 (9,231) 5,052 (29,705)
 
Provision for income taxes - - - -
       Net income (loss) $ 244 $ (9,231) $ 5,032 $ (29,705)
 
Net income (loss) per common share - basic and diluted:
Net income (loss) applicable to common shareholders $ (0.00) $ (0.00) $ (0.00) $ (0.00)
   
Weighted average common shares:
   Basic 19,976,421 19,976,421 19,976,421 19,976,421
   Diluted 19,976,421 19,976,421 22,240,241 19,976,421
 
The accompanying notes are an integral part of these financial statements.


DATA CALL TECHNOLOGIES INC.
Statements of Cash Flows Back to Table of Contents
Nine Months Ended September 30, 2012 and 2011 (Unaudited)
 
Nine Months Nine Months
Ended Ended
  September 30, 2012 September 30, 2011
Cash flows from operating activities:
   Net income or (loss) $ 5,052 $ (29,705)
   Adjustments to reconcile net income or (loss) to net cash used in operating activities:
    Depreciation 1,833 2,307
   Changes in operating assets and liabilities: 
      Accounts receivable 446 (112,224)
      Prepaid expenses (6,012) -
   Increase (decrease) in operating liabilities:
     Accounts payable 37,815 56,963
     Deferred revenues (56,723) 45,176
     Accrued salaries and related liabilities (15,243) 876
       Net cash provided by (used in) operating activities  (32,832) (36,607)
 
       Net increase (decrease) in cash  (32,832) (16,607)
Cash at beginning of year 44,851 23,052
Cash at end of period $ 12,019 $ 6,445
 
The accompanying notes are an integral part of these financial statements.


DATA CALL TECHNOLOGIES, INC.
Notes to Unaudited Interim Financial Statements
Back to Table of Contents
September 30, 2012

(1) General

Data Call Technologies, Inc. (the "Company") was incorporated under the laws of the State of Nevada in 2002. The Company's mission is to integrate cutting-edge information delivery solutions that are currently deployed by the media, and put them within the control of retail and commercial enterprises. The Company's software and services put its clients in control of real-time advertising, news, and other content, including emergency alerts, within one building or 10,000, local or thousands of miles away.

The accompanying unaudited financial statements have been prepared in accordance with U. S. generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the three and nine-month period ended September 30, 2012 are not indicative of the results that may be expected for the year ending December 31, 2012.

As contemplated by the Securities and Exchange Commission (SEC) under Rules of Regulation S-X, the accompanying financial statements and related footnotes have been condensed and do not contain certain information that will be included in the Company's annual financial statements and footnotes thereto. For further information, refer to the Company's audited consolidated financial statements and related footnotes thereto included in the Company's annual report on Form 10-K for the year ended December 31, 2011.

Emerging Growth Company Critical Accounting Policy Disclosure:

We qualify as an “emerging growth company” under the 2012 JOBS Act. Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. As an emerging growth company, we can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period.

Revenue Recognition

The Company recognizes revenues based on monthly fees for services provided to customers. Some customers prepay for annual services and the Company defers such amounts and amortizes them into revenues as the service is provided.

(2) 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. Actual results could vary from those estimates.

(3) Recent Accounting Pronouncements

In September 2011, the FASB issued authoritative accounting guidance related to “Presentation of Comprehensive Income” which amended existing accounting guidance related to “Comprehensive Income.” The update gives companies the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. The amendments in the update do not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income. The guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. The amendments should be applied retrospectively for all prior periods presented. Early adoption is permitted because compliance with the amendments is already permitted. The adoption of this pronouncement did not have a material effect on our consolidated financial statements.

The Company has considered all new accounting pronouncements and has concluded that there are no new pronouncements that may have a material impact on results of operations, financial condition, or cash flows, based on current information.

(4) Capital Stock and Warrants

The Company is authorized to issue up to 10,000,000 shares of Preferred Stock, $.001 par value per share, of which 800,000 shares of Series A convertible preferred stock are outstanding at March 31, 2012 and December 31, 2011. The Preferred Stock may be issued in one or more series, the terms of which may be determined at the time of issuance by the Board of Directors, without further action by stockholders, and may include voting rights (including the right to vote as a series on particular matters), preferences as to dividends and liquidation, conversion, redemption rights and sinking fund provisions.

Each share of Series A Preferred Stock shall bear a preferential dividend of twelve percent (12%) per year and is convertible into a number shares of the Company’s common stock, par value $.001 per share (“Common Stock”) based upon Fifty (50%) percent of the average closing bid price of the Common Stock During the ten (10) day period prior to the conversion. The Company has not declared or accrued any dividends and as of September 30, 2012 unaccrued and undeclared dividends were $3,600.00.

The Company’s convertible notes include warrants. When the convertible notes were issued the price of our stock was $0.0065. The Company believes that the common stock is illiquid and has been infrequently traded during the last six years, the trading price of the stock price was not deemed to be a fair value of the conversion feature. Management decided that because of the Company’s ability to continue as a going concern was in question a price of less than $0.005 was a more reasonable measure of the fair market value. Based on that decision, no beneficial conversion feature was reflected in the financial statements.

The Company is authorized to issue up to 200,000,000 shares of Common Stock of which 19,976,421 are issued and outstanding at September 30, 2012.

(5) Going Concern

The Company’s financial statements have been prepared on a going concern basis which contemplates the realization of assets and settlement of liabilities and commitments in the normal course of business for the foreseeable future. The Company has accumulated losses, negative working capital and without additional sales or capital will not be able to meet operating needs for the next twelve months, all of which raise substantial doubt about the Company’s ability to continue as a going concern.

In the near term management plans to continue to focus on increasing sales and raising the funds necessary to fully implement the Company’s business plan. Management believes that certain shareholders will continue to advance the capital required to meet the Company’s financial obligations. There is no assurance however, that these shareholders will continue to advance capital to the Company or that the business operations will be profitable.

The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the possible inability of the Company to continue as a going concern.

(6) Subsequent Event and Contingencies

The Company may from time to time be involved in legal proceedings arising from the normal course of business. The Company currently has no claims or litigation


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS AND RESULTS OF OPERATION Back to Table of Contents

Some of the statements contained in this quarterly report of Data Call Technologies, Inc., Nevada corporation (hereinafter referred to as "we", "us", "our", "Company" and the "Registrant") discuss future expectations, contain projections of our plan of operation or financial condition or state other forward-looking information. Forward-looking statements give our current expectations or forecasts of future events. You can identify these statements by the fact that they do not relate strictly to historical or current facts. They use of words such as "anticipate," "estimate," "expect," "project," "intend," "plan," "believe," and other words and terms of similar meaning in connection with any discussion of future operating or financial performance. From time to time, we also may provide forward-looking statements in other materials we release to the public.

Data Call Technologies, Inc. ("DataCall," or the “Company”) was incorporated under the laws of the State of Nevada as Data Call Wireless on April 4, 2002. On March 1, 2006, we changed our name to Data Call Technologies, Inc.

Our mission is to integrate cutting-edge information/content delivery solutions currently deployed by the media and make this content rapidly available to and within the control of our retail and commercial clients. The Company's software and services put its clients in control of real-time, news, and other content, including emergency alerts, displayed within one building as well as to thousands of local, regional, and national clients, through Digital Signage and Kiosk networks.

Our business plan is to focus on growing our client base by continued offering of real-time information/content, seeking to continually improve the delivery, security, and variety of information/content to the Digital Signage and Kiosk community, while developing a similar offering for smart phones through the app community.

OVERVIEW

What Is Digital Signage?

Plasma and LCD displays are rapidly replacing printed marketing materials such as signs and placards, as well as the old fashioned whiteboard, for product and corporate branding, marketing and assisted selling. The appeal of instantly updating product videos and promotional messages on one or a thousand remotely located displays is driving the adoption of this exciting marketing tool. Digital signage presentations are typically comprised of repeating loops of information used to brand, market or sell the owner’s products and services. But once seen, this information becomes repetitive and the viewer tunes it out, resulting in low retention of the client’s message. As digital signage comes of age, the “dynamic” characteristic of the presentation has taken center stage Dynamic being fresh, relevant, updated content.

Digital Signage Comes of Age

Digital signage is coming of age and DataCall Technologies has been there from the start. Five years ago, a company wanting to take the digital signage plunge was faced with a myriad of hardware and software companies, all offering their own “vision” of what digital signage should be. They were given the tools of digital signage, but were left pretty much left to their own devices as to what to build. Those companies that took the early plunge where then faced with the fact that no one had come before them to show the rights and wrongs, the dos and don’ts of content development. But, even at this early stage of the game, DataCall recognized that these pioneers of digital signage lacked a key component that would become an integral part of any successful implementation-active content.

In the years since those early days of digital signage, the market has taken care of weeding out the weaker providers of hardware and software. Companies now have a clearer understanding of what digital signage is, what is needed for a successful implementation and the best use of content space given their more-defined and attainable goals. In the past six years, as the cost of platforms, supporting infrastructure and displays has fallen dramatically; digital signage has become more accessible to a wider range of companies while the growing Kiosk market has cross-pollinated with Digital Signage. And those combined companies are realizing that the initial, one-time cost of getting into the game is far outweighed by the cost of staying in the game, in the form of ongoing content development. As the cost of deployment decreased, companies began focusing on attention-grabbing content. Whether the goal of the presentation was product branding, marketing or assisted selling, content became king. Active content is on everyone’s “needs” list because it is proven to draw customers to the core message and keep customers engaged throughout the presentation, And DataCall stands ready to serve this exploding market.

The Need for Speed-Active Content

Active content is that part of a digital signage presentation that is constantly updated with timely and relevant information. For instance, a typical presentation may contain ten 15-second loops that provide the primary message of the presentation, but the active dynamic content, such as that provided by DataCall, is updated with new information throughout the day. Those seeking to add active and dynamic content to their digital signage presentations are advised to employ DataCall’s integrated content rather than shoehorning broadcast content into their digital signage presentation.

However, by integrating DataCall’s active content alongside their presentations, companies can provide the entertainment content so necessary in dwell-time retention without disrupting the core message of the presentation. Information categories provided by DataCall include news, weather, sports, financial data, and the latest traffic alerts, amongst others. With such a broad range of offerings, companies have access to the active and dynamic content they need, regardless of the market they are addressing.

DataCall Opportunities

The opportunities for DataCall in the digital signage industry are countless. Many companies nowadays would outsource all or part of their content creation. DataCall stands ready as their outsourced provider of active content data. Whether it’s general entertainment information (news, sports, stocks, etc.) or location-targeted active content (weather, traffic, etc), research is validating the long-held assumption that it is active content that draws viewers to digital signage and keeps them engaged throughout the presentation.

Over the past six years, DataCall has worked with the industry leaders in digital signage to develop the data formats and communication methods to allow DataCall’s active content to be easily integrated into their hardware and software products.

Partners, Not Customers

DataCall’s approach to customer relations is to not accumulate customers, but to build partnerships. Each DataCall partner is as unique as the digital signage market they service, and each has their own requirements for active content. In developing active content for digital signage, DataCall identified factors that had to be addressed - reliability, objectivity, and ease of implementation. To address the reliability requirement, DataCall opted to license information from the leaders that create news, weather, sports and financial data rather than “scrapping” information from the Internet (which can be illegal) or pulling RSS feeds (which may come and go at the provider’s whim). Licensing data from these providers also satisfied the second requirement, objectivity. The Internet is as littered of slanted opinions and hidden agendas as there are users of the Internet, So arbitrarily allowing these “news” sources to go unchecked into DataCall’s active content was completely unacceptable. Finally, the third requirement, ease of implementation, was address by both DataCall’s licensing of data and the method by which it was disseminated to their partners.

DataCall understood that digital signage and Kiosk implementers had larger issues to tackle than the multitude of licenses that would need to be managed and the varying formats of the source data to be dealt with if active content was obtained from multiple vendors. DataCall offers a “one stop shop” for all of their active content requirements covered by a single license. Ease of implementation also would require that the multiple formats of all DataCall’s data providers be distilled into a single format. Because active content may be displayed in a multitude of ways (banners, tickers, scrolls or artistically integrated with the overall presentation), DataCall produced a set of common data layouts in the industry-standard XML (extensible markup language) format. Many partners find these formats to be easily integrated into their products, but in several cases, DataCall has produced customized data formats to the exact requirements of their partners. This customization ensures the highest level of reliable and ease of integration possible.

Market demand, opportunity, and technology converge at a single point in time, and DataCall is there. Digital signage platforms are evolving to meet mass market requirements, costs for hardware and software are falling to the point of becoming commodities, and the markets for digital signage are clarifying through historical trial and error.

Business Operations

We currently offer our Direct Lynk Messenger service to customers through the Internet. The Direct Lynk Messenger Service is a Digital Signage product and real-time information service which provides a wide range of up-to-date information for display. The Direct Lynk Messenger service is able to work concurrently with customers' existing digital signage systems.

Digital Signage is still a relatively new and exciting method advertisers can use to promote, inform, educate, and entertain clients and customers about their businesses and products. Through Digital Signage, companies and businesses can use a single television or a series of networked flat LCD or Plasma screens to market their services and products on site to their clients and customers in real time. Additionally, because Digital Signage advertising takes place in real time, businesses can change their marketing efforts at a moment’s notice. We believe this real time advertising better allows companies to tailor their advertising to individual customers, and thereby advertise and sell inventory which appeals to those individual customers, thereby increasing sales and revenues. Benefits to Digital Signage compared to regular print or video advertising include, being able to immediately change a digitally displayed image or advertisement depending on the business’s current clients and customers, and not getting locked into print advertising days or months in advance, which may become stale or obsolete prior to the advertising date of such print advertising.

Data Call specializes in allowing its clients to create their own Digital Signage dynamic content feeds delivered, via the Internet, to digital display devices (plasma, LCD, Jumbotron, Kiosks etc.) at their establishments. The only requirements our clients must have are 1) a supported third party digital signage or Kiosk solution, or similar device, which receives the data from our servers via the Internet, and displays the content on digital displays and 2) an Internet connection. The Direct Lynk System is supported by various third party systems, varying in cost from $350 to $5,000, such as those marketed by 3M Digital Signage, BroadSign, ChyTV, Hughes, Key West Technologies, Coolsign, Scala, and Cisco amongst others .

The Direct Lynk System allows customers to select from the pre-determined data and information services described below. The client may choose which individual locations and which displays they would like to receive our feeds based on how their digital signage network is configured.

The current types of data and information, for which a client is able to subscribe to through the Direct Lynk System include:

- Headline News top world and national news headlines;
- Business News top business headlines;
- Financial Highlights world-based financial indicators ;
- Entertainment News top entertainment headlines;
- Health/Science News top science/health headlines;
- Quirky News Bits latest off-beat news headlines;
- Sports Headlines top sports headlines
- Latest Sports Lines - latest sports odds for NFL, NBA, NHL, NCAA Football and NCAA Basketball;
- National Football League latest game schedule and in-game updates;
- National Basketball Association - latest game schedule and in-game updates;
- Major League Baseball - latest game schedule and in-game updates;
- National Hockey League - latest game schedule and in-game updates;
- NCAA Football - latest game schedule and in-game updates;
- NCAA Men's Basketball - latest game schedule and in-game updates;
- Professional Golf Association top 10 leaders continuously updated throughout the four-day tournament;
- NASCAR top 10 race positions updated every 20 laps throughout the race;
- Major league soccer;
- Traffic Mapping;
- Animated Doppler Radar and Forecast Maps;
- Listings of the day's horoscopes;
- Listings of the birthdays of famous persons born on each day;
- Amber alerts;
- Listings of historical events which occurred on each day in history; and
- Localized Traffic and Weather Forecasts.

RESULTS OF OPERATIONS

The following discussion should be read in conjunction with our financial statements.

During the last twelve months, the Company has implemented cost management measurements to reduce monthly expenditures. Our current rate of monthly expenditures is approximately $50,000. We will continue these efforts to streamline operations, as we focus on increasing sales and gross revenues over the next twelve months. We currently have no plans to increase the number of employees. However, as new opportunities present themselves, we may find it necessary to bring human resources on staff to accommodate the preparations for those opportunities. We plan to continue to grow our business and market our Direct Lynk System to potential customers over the course of the next twelve months by marketing our technology to digital signage manufacturers, Kiosk manufactures, the mobile app market, trade magazines, trade shows and call centers. We will also continue on a limited basis our practice of providing potential customers free trials of the Direct Lynk System, for which we will receive no revenue, in an attempt to build both product awareness for the Direct Lynk System and to potentially lead to sales down the road, which in the opinion of our management has been successful both in building brand awareness for the Direct Lynk System and in bringing in new clients for subscriptions. We continually add subscribers for our technology throughout and intend to build and increase such subscribers moving forward.

We are planning and negotiating with current vendors and partners, to expand our offering to other lateral markets. Hardware, software, and sales processes are currently being modified and/or developed. We are currently in the completion phases of our mobile application platform which we expect to bring to market during fiscal year 2012.

The Company's operations are expected to generate positive cash flow from operations in the fourth quarter of 2012.

Three Months Ended September 30, 2012 Compared to Three Months Ended September 30, 2011

Our revenues for the three months ended September 30, 2012 were $124,451 compared to $112,310 for the three-month period ended September 30, 2011, representing an increase of $12,141or 10.8% from the same period in the prior year. The increase in revenues was mainly due to standard renewals and new business. Costs of sales for the months ended September 30, 2012 were $32,587 compared to $31,614 for the three-month period ended September 30, 2011. Cost of sales increased due to increased costs related to the bandwidth and new products required to provide the subscription services.

Gross margins for the three months ended September 30, 2012 were 73.8% compared to 71.90%, for the three -month period ended September 30, 2011.

SG&A expenses for the three months ended September 30, 2012 were $90,987 compared to $89,927 for the three-month period ended September 30, 2011, representing an increase of $11,168 from the same period in the prior year. The increase in operating expenses is mainly due to the increase in professional fees and product development costs.

Net income (loss) for the three months ended September 30, 2012 was $244 compared to a net loss of $9,231 for the three-month period ended September 30, 2011. The increase in our net income was due to the increase in revenues.

Nine months Ended September 30, 2012 Compared to Nine months Ended September 30, 2011

Our revenues for the nine months ended September 30, 2012 were $433,611 compared to $383,187 for the nine-month period ended September 30, 2011, representing an increase of $60,424 from the same period in the prior year. The increase in revenues was mainly due to the standard renewals and new business.

Costs of sales for the nine months ended September 30, 2012 were $92,237 compared to $90,656 for the nine-month period ended September 30, 2011. Cost of sales increased due to increased costs related to the bandwidth required to provide the subscription services.

Gross margins for the nine months ended September 30, 2012 were 78.7% compared to 76.3% for the nine-month period ended September 30, 2011.

SG&A expenses for the nine months ended September 30, 2012 were $334,489 compared to $322,236 for the nine-month period ended September 30, 2011, representing an increase of $14,559 from the same period in the prior year. The increase in operating expenses is mainly due to an increase in professional fees and product development costs.

Net income for the nine months ended September 30, 2012 was $5,052, compared to a net loss of $29,705 for the nine-month period ended September 30, 2011. The net income for the period was due to the increase in revenues.

Liquidity and Capital Resources

We had total current assets of $64,809 consisting of $12,019 of cash, $46,778 in accounts receivable and $6,012 in prepaid expenses. We had total current liabilities of $276,656 as of September 30, 2012, which represented $78,704 of accounts payable, $97,2050 in accrued salaries and related liabilities, accrued interests of $9,625, deferred revenues of $26,077 and a $65,000 short-term note.

We had a negative working capital of $211,847and an accumulated deficit of $8,997,661on September 30, 2012. The Company is operating with limited capital..

We used $32,832 of cash in our operating activities during the nine-month period ended September 30, 2012, which was mainly due to a net income of $5,052, decrease in accounts receivables of $466, and increase in prepaid expenses of $6,012, an increase in accounts payable of $37,815, a decrease in accrued salaries and liabilities of $15,243, and a decrease in deferred revenues of $56,723., We had no investing activities during the nine-month period ended September 30, 2012. We plan to raise additional capital through the sale of debt and/or equity, which sales may cause dilution to our then existing shareholders, moving forward if needed to support our ongoing operations and expenses. There can be no assurances that we will be able to raise additional capital in the future, and/or that such sales of securities will not be on unfavorable terms.

Although we hope to continue to generate meaningful revenues sufficient to support our operations in the next eight to twelve months, if we are unsuccessful in generating such revenues, we will likely need to take steps to raise equity capital or to borrow additional funds, to continue our operations and meet liabilities. We have no commitments from officers, Directors, or affiliates to provide funding. Our failure to obtain adequate additional financing may require us to delay, curtail, or scale back some or all of our operations.

Critical Accounting Policies Involving Management Estimates and Assumptions

Our discussion and analysis of our financial condition and results of operations is based on our financial statements. In preparing our financial statements in conformity with accounting principles generally accepted in the United States of America, we must make a variety of estimates that affect the reported amounts and related disclosures.

Stock Based Compensation. We will account for employee stock-based compensation costs in accordance with accounting standards requiring all share-based payments to employees, including grants of employee stock options, to be recognized in our statements of operations based on their fair values. We will utilize the Black-Scholes option pricing model to estimate the fair value of employee stock based compensation at the date of grant, which requires the input of highly subjective assumptions, including expected volatility and expected life. Changes in these inputs and assumptions could materially affect the measure of estimated fair value of our stock-based compensation.

Use of Estimates. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.

Emerging Growth Company. We qualify as an “emerging growth company” under the 2012 JOBS Act. As a result, we are permitted to, and intend to, rely on exemptions from certain disclosure requirements. For so long as we are an emerging growth company, we will not be required to:

Ÿ have an auditor report on our internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act;

Ÿ comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (i.e., an auditor discussion and analysis);

Ÿ submit certain executive compensation matters to shareholder advisory votes, such as “say-on-pay” and “say-on-frequency;” and

Ÿ disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO’s compensation to median employee compensation.

In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period. Our financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards.

We will remain an “emerging growth company” for up to five years, or until the earliest of (i) the last day of the first fiscal year in which our total annual gross revenues exceed $1 billion, (ii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, which would occur if the market value of our ordinary shares that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter or (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three year period.

Rule 12b-2 of the Securities Exchange Act of 1934, as amended, defines a Smaller Reporting Company as an issuer that is not an investment company, an asset-backed issuer), or a majority-owned subsidiary of a parent that is not a smaller reporting company and that:

Ÿ Had a public float of less than $ 75 million as of the last business day of its most recently completed second fiscal quarter, computed by multiplying the aggregate worldwide number of shares of its voting and non-voting common equity held by non-affiliates by the price at which the common equity was last sold, or the average of the bid and asked prices of common equity, in the principal market for the common equity; or

Ÿ In the case of an initial registration statement under the Securities Act or Exchange Act for shares of its common equity, had a public float of less than $75 million as of a date within 30 days of the date of the filing of the registration statement, computed by multiplying the aggregate worldwide number of such shares held by non-affiliates before the registration plus, in the case of a Securities Act registration statement, the number of such shares included in the registration statement by the estimated public offering price of the shares; or

Ÿ In the case of an issuer whose public float as calculated under paragraph (1) or (2) of this definition was zero, had annual revenues of less than $50 million during the most recently completed fiscal year for which audited financial statements are available.

We qualify as a Smaller Reporting Company. Moreover, as a Smaller Reporting Company and so long as we remain a Smaller Reporting Company, we benefit from the same exemptions and exclusions as an Emerging Growth Company. In the event that we cease to be an Emerging Growth Company as a result of a lapse of the five year period, but continue to be a Smaller Reporting Company, we would continue to be subject to the exemptions available to Emerging Growth Companies until such time as we were no longer a Smaller Reporting Company.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Back to Table of Contents

We have not entered into, and do not expect to enter into, financial instruments for trading or hedging purposes.

ITEM 4. CONTROLS AND PROCEDURES Back to Table of Contents

Evaluation of disclosure controls and procedures. As of September 30, 2012, the Company's chief executive officer and chief financial officer conducted an evaluation regarding the effectiveness of the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Exchange Act. Based upon the evaluation of these controls and procedures, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report.

In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework. Based on our assessment and those criteria, we have concluded that our internal control over financial reporting had no material weakness because of the new internal accounting procedures implemented in order to ensure complete documentation of transactions during the period ended September 30, 2012.

Changes in internal controls. During the quarterly period covered by this report, no changes occurred in our internal control over financial reporting that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS  Back to Table of Contents

None.

ITEM 1A. RISK FACTORS Back to Table of Contents

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, “Item 1. Description of Business, subheading Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2011, which could materially affect our business, financial condition or future results. The risks described in our Annual Report on Form 10-K is not the only risks facing our company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS Back to Table of Contents

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES Back to Table of Contents

None.

ITEM 4. MINE SAFTY DISCLOSURE. Back to Table of Contents

None.

ITEM 5. OTHER INFORMATION Back to Table of Contents

None.

ITEM 6. EXHIBITS Back to Table of Contents

(a) The following documents are filed as exhibits to this report on Form 10-Q or incorporated by reference herein. Any document incorporated by reference is identified by a parenthetical reference to the SEC filing that included such document.

Exhibit No.

Description
31.1 Certification of CEO pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2 Certification of CFO pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1 Certification of CEO pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2 Certification of CFO pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.

/s/ Timothy E. Vance
Timothy E. Vance
   CEO
   Dated: November 7, 2012

/s/ Larry Mosley
Larry Mosley
   CFO
   Dated: November 7, 2012