Data Call Technologies - Quarter Report: 2014 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, 2014
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.) |
700 South Friendswood Drive, Suite E, Friendswood, TX | 77546 |
(Address of Principal Executive Offices) | (ZIP Code) |
Registrant's Telephone Number, Including Area Code: (866) 219-2025
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 October 31, 2014, the Registrant had 125,976,421 shares of common stock outstanding.
Item | Description |
Page |
____ | _________ | ____ |
PART I - FINANCIAL INFORMATION |
||
ITEM 1. | FINANCIAL STATEMENTS. | 3 |
ITEM 2. | MANAGEMENT'S DISCUSSION AND ANALYSIS AND RESULTS OF OPERATION. | 13 |
ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | 18 |
ITEM 4. | CONTROLS AND PROCEDURES. | 18 |
PART II - OTHER INFORMATION |
||
ITEM 1. | LEGAL PROCEEDINGS. | 19 |
ITEM 1A. | RISK FACTORS | 19 |
ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS | 19 |
ITEM 3. | DEFAULT UPON SENIOR SECURITIES. | 19 |
ITEM 4. | MINE SAFETY DISCLOSURE | 19 |
ITEM 5. | OTHER INFORMATION. | 19 |
ITEM 6. | EXHIBITS. | 19 |
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS Back to Table of Contents
DATA CALL TECHNOLOGIES, INC. | ||||
Condensed Balance Sheets | ||||
September 30, 2014 (Unaudited) and December 31, 2013 | ||||
Back to Table of Contents | ||||
|
September 30, 2014 | |||
(Unaudited) | December 31, 2013 | |||
Assets |
||||
Current assets: | ||||
Cash | $ | 33,164 | $ | - |
Accounts receivable | 100,378 | 203,371 | ||
Total current assets | 133,542 | 203,371 | ||
Property and equipment | 128,573 | 128,573 | ||
Less accumulated depreciation and amortization | 124,316 | 122,805 | ||
Net property and equipment | 4,257 | 5,768 | ||
Other assets | 800 | 800 | ||
Total assets | $ | 138,599 | $ | 209,939 |
Liabilities and Stockholders' Equity |
||||
Current liabilities: | ||||
Accounts payable | $ | 20,368 | $ | 52,617 |
Accounts payable - related party | 6,904 | 1,082 | ||
Accrued salaries - related party | 11,800 | 22,800 | ||
Accrued interest | 25,625 | 21,500 | ||
Convertible short-term note payable to shareholder -default | 51,100 | 51,100 | ||
Deferred revenue - current | 6,084 | 139,071 | ||
Short-term note payable to shareholder | - | 11,750 | ||
Total current liabilities | 121,881 | 299,920 | ||
Deferred revenue - net of current portion | 5,578 | 10,141 | ||
Total liabilities | 127,459 | 310,061 | ||
Stockholders' deficit: | ||||
Preferred stock, $0.001 par value. Authorized 10,000,000 shares: | ||||
Series A 12% Convertible - 800,000 shares issued and outstanding | ||||
at September 30, 2014 and at December 31, 2013 | 800 | 800 | ||
Preferred stock, $0.001 par value. Authorized 1,000,000 shares: | ||||
Series B - 10,000 shares issued and outstanding at September 30, 2014 and none at Dec. 31, 2013 | 10 | - | ||
Common stock, $0.001 par value. Authorized 200,000,000 shares: | ||||
125,976,421 shares issued and outstanding at September 30, 2014 and Dec. 31, 2013 | 125,976 | 125,976 | ||
Additional paid-in capital | 9,205,985 | 8,987,589 | ||
Accumulated deficit | (9,321,631) | (9,214,487) | ||
Total stockholders' deficit | (11,140) | (100,122) | ||
Total liabilities and stockholders' deficit | $ | 138,599 | $ | 209,939 |
The accompanying notes are an integral part of these financial statements. |
DATA CALL TECHNOLOGIES, INC. | ||||||||
Condensed Statements of Operations | ||||||||
Three and Nine Months Ended September 30, 2014 and 2013 (Unaudited) | ||||||||
Three Months | Three Months | Nine Months | Nine Months | |||||
ended | ended | ended | ended | |||||
September 30, 2014 | September 30, 2013 | September 30, 2014 | September 30, 2013 | |||||
Revenues | ||||||||
Sales | $ | 166,076 | $ | 152,852 | $ | 497,564 | $ | 467,340 |
Cost of sales | 35,346 | 29,327 | 94,841 | 84,232 | ||||
Gross margin | 130,730 | 123,525 | 402,723 | 383,108 | ||||
Selling, general and administrative expenses | 211,997 | 149,608 | 499,740 | 534,231 | ||||
Depreciation and amortization expense | - | 843 | 1,511 | 2,375 | ||||
Total operating expenses | 211,997 | 150,451 | 501,251 | 536,606 | ||||
Other (income) expense | ||||||||
Interest income | (1) | (3) | (9) | (17) | ||||
Interest expense | 2,875 | 52,875 | 8,625 | 57,125 | ||||
Total expenses | 214,871 | 203,323 | 509,867 | 593,714 | ||||
Net income (loss) before income taxes | (84,141) | (79,798) | (107,144) | (210,606) | ||||
Provision for income taxes | - | - | - | - | ||||
Net income (loss) | $ | (84,141) | $ | (79,798) | $ | (107,144) | $ | (210,606) |
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 | 125,976,421 | 68,574,247 | 125,976,421 | 46,434,296 | ||||
Diluted | 125,976,421 | 68,574,247 | 125,976,421 | 46,434,296 | ||||
The accompanying notes are an integral part of these financial statements. |
DATA CALL TECHNOLOGIES INC. | ||||
Condensed Statements of Cash Flows | ||||
Nine Months Ended September 30, 2014 and 2013 (Unaudited) | ||||
Back to Table of Contents | ||||
Nine Months | Nine Months | |||
Ended | Ended | |||
September 30, 2014 | September 30, 2013 | |||
Cash flows from operating activities: | ||||
Net loss | $ | (107,144) | $ | (210,606) |
Adjustments to reconcile net income or (loss) to net cash provided by (used in) operating activities: | ||||
Depreciation and amortization of property and equipment | 1,511 | 2,375 | ||
Preferred shares issued for services | 76,000 | - | ||
Shares issued for services | 138,154 | 180,522 | ||
Amortization of debt discounts | - | 50,000 | ||
Option expense | 4,252 | 17,673 | ||
Changes in operating assets and liabilities: | ||||
Accounts receivable | 102,993 | 247,678 | ||
Prepaid expenses | - | 3,500 | ||
Other assets | - | 955 | ||
Accounts payable | (32,249) | (51,405) | ||
Accounts payable - related party | 5,822 | - | ||
Accrued expenses | 4,125 | 24,446 | ||
Accrued expenses - related party | (11,000) | - | ||
Deferred revenues | (137,550) | (203,029) | ||
Net cash provided by operating activities | 44,914 | 62,109 | ||
Cash flows from investing activities | ||||
Purchase of property and equipment | - | (7,398) | ||
Net cash used in investing activities | - | (7,398) | ||
Cash flows from financing activities: | ||||
Proceeds from short-term borrowing from shareholder | - | 10,000 | ||
Payments on borrowing from shareholder | (11,750) | (62,000) | ||
Net cash used in financing activities | (11,750) | (52,000) | ||
Net increase (decrease) in cash | 33,164 | 2,712 | ||
Cash at beginning of year | - | 14,568 | ||
Cash at end of period | $ | 33,164 | $ | 17,280 |
Non-cash activities: | ||||
Conversion of short-term borrowing from shareholder to common stock | $ | - | $ | 18,600 |
Debt discount on convertible note modification | $ | - | $ | 50,000 |
Supplemental Cash Flow Information: | ||||
Cash paid for interest | $ | - | $ | 3,000 |
Cash paid for taxes | $ | - | $ | - |
The accompanying notes are an integral part of these financial statements. |
DATA CALL TECHNOLOGIES, INC.
Notes to Financial Statements
September 30, 2014
Back to Table of
Contents
(1) Summary of Significant Accounting Policies
Organization, Ownership and Business
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, 2014
are not indicative of the results that may be expected for the year ending
December 31, 2014.
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, 2013.
Cash and Cash Equivalents
For purposes of the statement of
cash flows, the Company considers all highly liquid investment instruments
purchased with original maturities of three months or less to be cash
equivalents. There were no cash equivalents as of September 30, 2014 or December
31, 2013.
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.
Accounts Receivable
Accounts receivable consist
primarily of trade receivables. The Company provides an allowance for doubtful
trade receivables equal to the estimated uncollectible amounts. That estimate is
based on historical collection experience, current economic and market
conditions and a review of the current status of each customer's trade accounts
receivable. The allowance for doubtful trade receivables was $0 as of September
30, 2014 and December 31, 2013 as we believe all of our receivables are fully
collectable.
Property, Equipment and
Depreciation
Property and equipment are
recorded at cost less accumulated depreciation. Upon retirement or sale, the
cost of the assets disposed of and the related accumulated depreciation are
removed from the accounts, with any resultant gain or loss being recognized as a
component of other income or expense. Depreciation is computed over the
estimated useful lives of the assets (3-5 years) using the straight-line method
for financial reporting purposes and accelerated methods for income tax
purposes. Maintenance and repairs are charged to operations as incurred.
Advertising Costs
The cost of advertising is
expensed as incurred.
Research and Development
Research and development costs are
expensed as incurred.
Product Development Costs
Product development costs consist
of cost incurred to develop the Company's website and software for internal and
external use. All product development costs are expensed as incurred.
Income Taxes
The Company is a taxable entity
and recognizes deferred tax assets and liabilities for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
basis. Deferred tax assets and liabilities are measured using enacted tax rates
expected to be in effect when the temporary differences reverse. The effect on
the deferred tax assets and liabilities of a change in tax rates is recognized
in income in the year that includes the enactment date of the rate change. A
valuation allowance is used to reduce deferred tax assets to the amount that is
more likely than not to be realized.
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.
Beneficial Conversion Feature
Convertible debt includes
conversion terms that are considered in the money compared to the market price
of the stock on the date of the related agreement. The Company calculates the
beneficial conversion feature and records a debt discount with the amount being
amortized to interest expense over the term of the note.
Management's Estimates and
Assumptions
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, disclosure of contingent assets and liabilities at the
date of the financial statements, and the reported amounts of revenues and
expenses. Actual results could differ from these estimates.
Stock-based Compensation
We account for stock-based
compensation in accordance with "FASB ASC 718-10." Stock-based compensation
expense recognized during the period is based on the value of the portion of
share-based awards that are ultimately expected to vest during the period. The
fair value of each stock option grant is estimated on the date of grant using
the Black-Scholes option pricing model. The fair value of restricted stock is
determined based on the number of shares granted and the closing price of the
Company's common stock on the date of grant. Compensation expense for all
share-based payment awards is recognized using the straight-line amortization
method over the vesting period.
Fair Value of Financial
Instruments
The Company estimates the fair
value of its financial instruments using available market information and
appropriate valuation methodologies. However, considerable judgment is required
in interpreting market data to develop the estimates of fair value. Accordingly,
the Company estimates of fair value are not necessarily indicative of the
amounts that the Company could realize in a current market exchange. The use of
different market assumption and/or estimation methodologies may have a material
effect on the estimated fair value amounts. The interest rates payable by the
Company on its notes payable approximate market rates. The Company believes that
the fair value of its financial instruments comprising accounts receivable,
notes receivable, accounts payable, and notes payable approximate their carrying
amounts.
On January 1, 2009, the Company
adopted an accounting standard for applying fair value measurements to certain
assets, liabilities and transactions that are periodically measured at fair
value. The adoption did not have a material effect on the Company's financial
position, results of operations or cash flows. In August 2009, the FASB issued
an amendment to the accounting standards related to the measurement of
liabilities that are routinely recognized or disclosed at fair value. This
standard clarifies how a company should measure the fair value of liabilities,
and that restrictions preventing the transfer of a liability should not be
considered as a factor in the measurement of liabilities within the scope of
this standard. This standard became effective for the Company on October 1,
2009. The adoption of this standard did not have a material impact on the
Company's financial statements. The fair value accounting standard creates a
three level hierarchy to prioritize the inputs used in the valuation techniques
to derive fair values. The basis for fair value measurements for each level
within the hierarchy is described below with Level 1 having the highest priority
and Level 3 having the lowest.
Level 1: Quoted prices in active
markets for identical assets or liabilities.
Level 2: Quoted prices for similar
assets or liabilities in active markets; quoted prices for identical or similar
instruments in markets that are not active; and model-derived valuations in
which all significant inputs are observable in active markets.
Level 3: Valuations derived from
valuation techniques in which one or more significant inputs are unobservable.
The following table presents the
Company's Assets and Liabilities within the fair value hierarchy utilized to
measure fair value on a recurring basis as of September 30, 2014 and December
31, 2013:
(Level 1) |
(Level 2) |
(Level 3) |
||||
September 30, 2014 | $ |
0 | $ |
0 |
$ |
0 |
December 31, 2013 | $ |
0 | $ |
0 |
$ |
0 |
Recent Accounting Pronouncements
In June 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-12, Compensation - Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. The new guidance requires that share-based compensation that require a specific performance target to be achieved in order for employees to become eligible to vest in the awards and that could be achieved after an employee completes the requisite service period be treated as a performance condition. As such, the performance target should not be reflected in estimating the grant-date fair value of the award. Compensation costs should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered. If the performance target becomes probable of being achieved before the end of the requisite service period, the remaining unrecognized compensation cost should be recognized prospectively over the remaining requisite service period. The total amount of compensation cost recognized during and after the requisite service period should reflect the number of awards that are expected to vest and should be adjusted to reflect those awards that ultimately vest. The requisite service period ends when the employee can cease rendering service and still be eligible to vest in the award if the performance target is achieved. This new guidance is effective for fiscal years and interim periods within those years beginning after December 15, 2015. Early adoption is permitted. Entities may apply the amendments in this Update either (a) prospectively to all awards granted or modified after the effective date or (b) retrospectively to all awards with performance targets that are outstanding as of the beginning of the earliest annual period presented in the financial statements and to all new or modified awards thereafter. The adoption of ASU 2014-12 is not expected to have a material impact on our financial position or results of operations.
In June 2014, the FASB issued ASU No. 2014-10: Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation , to improve financial reporting by reducing the cost and complexity associated with the incremental reporting requirements of development stage entities. The amendments in this update remove all incremental financial reporting requirements from U.S. GAAP for development stage entities, thereby improving financial reporting by eliminating the cost and complexity associated with providing that information. The amendments in this Update also eliminate an exception provided to development stage entities in Topic 810, Consolidation, for determining whether an entity is a variable interest entity on the basis of the amount of investment equity that is at risk. The amendments to eliminate that exception simplify U.S. GAAP by reducing avoidable complexity in existing accounting literature and improve the relevance of information provided to financial statement users by requiring the application of the same consolidation guidance by all reporting entities. The elimination of the exception may change the consolidation analysis, consolidation decision, and disclosure requirements for a reporting entity that has an interest in an entity in the development stage. The amendments related to the elimination of inception-to-date information and the other remaining disclosure requirements of Topic 915 should be applied retrospectively except for the clarification to Topic 275, which shall be applied prospectively. For public companies, those amendments are effective for annual reporting periods beginning after December 15, 2014, and interim periods therein. Early adoption is permitted. The adoption of ASU 2014-10 is not expected to have a material impact on our financial position or results of operations.
In July 2013, FASB issued ASU No. 2013-11, "Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists." The provisions of ASU No. 2013-11 require an entity to present an unrecognized tax benefit, or portion thereof, in the statement of financial position as a reduction to a deferred tax asset for a net operating loss carryforward or a tax credit carryforward, with certain exceptions related to availability. ASU No. 2013-11 is effective for interim and annual reporting periods beginning after December 15, 2013. The adoption of ASU No. 2013-11 is not expected to have a material impact on the Company's Consolidated Financial Statements.
In February 2013, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-02, Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income , to improve the transparency of reporting these reclassifications. Other comprehensive income includes gains and losses that are initially excluded from net income for an accounting period. Those gains and losses are later reclassified out of accumulated other comprehensive income into net income. The amendments in the ASU do not change the current requirements for reporting net income or other comprehensive income in financial statements. All of the information that this ASU requires already is required to be disclosed elsewhere in the financial statements under U.S. GAAP. The new amendments will require an organization to:
- Present (either on the face of the statement where
net income is presented or in the notes) the effects on the line items of
net income of significant amounts reclassified out of accumulated other
comprehensive income - but only if the item reclassified is required under
U.S. GAAP to be reclassified to net income in its entirety in the same
reporting period; and
- Cross-reference to other disclosures
currently required under U.S. GAAP for other reclassification items (that
are not required under U.S. GAAP) to be reclassified directly to net income
in their entirety in the same reporting period. This would be the case when
a portion of the amount reclassified out of accumulated other comprehensive
income is initially transferred to a balance sheet account (e.g., inventory
for pension-related amounts) instead of directly to income or expense.
The amendments apply to all public and private companies that report items of other comprehensive income. Public companies are required to comply with these amendments for all reporting periods (interim and annual). The amendments are effective for reporting periods beginning after December 15, 2012, for public companies. Early adoption is permitted. The adoption of ASU No. 2014-02 is not expected to have a material impact on our financial position or results of operations.
In January 2013, the FASB issued ASU No. 2014-01, Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities , which clarifies which instruments and transactions are subject to the offsetting disclosure requirements originally established by ASU 2011-11. The new ASU addresses preparer concerns that the scope of the disclosure requirements under ASU 2011-11 was overly broad and imposed unintended costs that were not commensurate with estimated benefits to financial statement users. In choosing to narrow the scope of the offsetting disclosures, the Board determined that it could make them more operable and cost effective for preparers while still giving financial statement users sufficient information to analyze the most significant presentation differences between financial statements prepared in accordance with U.S. GAAP and those prepared under IFRSs. Like ASU 2011-11, the amendments in this update will be effective for fiscal periods beginning on, or after January 1, 2014. The adoption of ASU 2014-01 is not expected to have a material impact on our financial position or results of operations.
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.
(2) Related Party Transactions
During the quarter ended March 31, 2013, two related parties agreed to convert their accrued salaries and related interest to notes payable carrying 5% interest. As of September 30, 2014 and December 31, 2013, the total due to these two related parties for past accrued salaries is $Nil and $11,750 respectively.
During the first quarter of 2013, the Company issued unregistered shares as follows: (i) 7,500,000 restricted shares to Tim Vance, the Company's CEO, in connection with the execution of a new 5 year employment agreement; and 7,500,000 restricted shares to Gary Woerz, the Company's newly designated CFO, in connection with the execution of a new 5 year employment agreement. The restricted shares were valued at $0.06 per share using the closing price of the stock on the date of grant. Total expense associated with the issuances is calculated at $900,000 to be recognized over the 5 year term of the agreements. The expense recognized in the third quarter of 2014 was $44,318 (2013: $44,805) and $132,467 for the nine months ended September 30, 2014 (2013: $128,571).
During the first quarter of 2014, the Company granted a total of 900,000 options for the purchase of up to 900,000 shares of common stock to Tim Vance, the Company's CEO, in connection with the execution of a new 5 year employment agreement and to Gary Woerz, the Company's newly designated CFO, in connection with the execution of a new 5 year employment agreement. The Company uses the Black-Scholes option valuation model to value stock options granted. The Black- Scholes model was developed for use in estimating the fair value of traded options that have no vesting restrictions and are fully transferable. The model requires management to make estimates, which are subjective and may not be representative of actual results. The expense recognized in the third quarter of 2014 was $457 (2013: $Nil) and $1,896 for the nine months ended September 30, 2014 (2013: $Nil).
During the first quarter of 2013, the Company granted a total of 900,000 options for the purchase of up to 900,000 shares of common stock to Tim Vance, the Company's CEO, in connection with the execution of a new 5 year employment agreement and to Gary Woerz, the Company's newly designated CFO, in connection with the execution of a new 5 year employment agreement. The Company uses the Black-Scholes option valuation model to value stock options granted. The Black- Scholes model was developed for use in estimating the fair value of traded options that have no vesting restrictions and are fully transferable. The model requires management to make estimates, which are subjective and may not be representative of actual results. The expense recognized in the third quarter of 2014 was $Nil (2013: $6,773) and $2,356 for the nine months ended September 30, 2014 (2013: $17,673).
On July 2, 2014, the Company issued 10,000 shares of the Company's Series B Preferred Stock. There is currently no market for the shares of Series B Preferred Stock and cannot be converted into shares of common stock of the Company. The Company received no cash proceeds from the issuance of the shares Each share of Series B preferred stock shall be strictly limited and not to be available for transfer or re sale unless authorized by a majority of a quorum of the Board of Directors in accordance with the Company's Bylaws. The Preferred Series B do not contain any rights to dividends; have no liquidation preference; are not to be amended without the holders approval. The company had a valuation completed and as a result expensed the value of the preferred B during the quarter at a value of $76,000.
(3) Capital
Stock, Warrants and Options
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
September 30, 2014 and December 31, 2013. 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, 2014
unaccrued and undeclared dividends were $3,600.
On July 2, 2014, the
Company issued 10,000 shares of the Company's Series B Preferred Stock.
There is currently no market for the shares of Series B Preferred Stock and
cannot be converted into shares of common stock of the Company. The Company
received no cash proceeds from the issuance of the shares Each share of
Series B preferred stock shall be strictly limited and not to be available
for transfer or re sale unless authorized by a majority of a quorum of the
Board of Directors in accordance with the Company's Bylaws. The Preferred
Series B do not contain any rights to dividends; have no liquidation
preference; are not to be amended without the holders approval. The company
had a valuation completed and as a result expensed the value of the
preferred B during the quarter at a value of $76,000.
During the
first quarter of 2013, the Company issued unregistered shares as follows:
(i) 7,500,000 restricted shares to Tim Vance, the Company's CEO, in
connection with the execution of a new 5 year employment agreement; and
7,500,000 restricted shares to Gary Woerz, the Company's newly designated
CFO, in connection with the execution of a new 5 year employment agreement.
The restricted shares were valued at $0.06 per share using the closing price
of the stock on the date of grant. Total expense associated with the
issuances is calculated at $900,000 to be recognized over the 5 year term of
the agreements. The expense recognized in the second quarter of 2014 was
$44,318 (2013: $44,805) and $ 132,467 for the nine months ended September
30, 2014 (2013: $128,571).
During the first quarter of 2014, the
Company granted a total of 900,000 options for the purchase of up to 900,000
shares of common stock to Tim Vance, the Company's CEO, in connection with
the execution of a new 5 year employment agreement and to Gary Woerz, the
Company's newly designated CFO, in connection with the execution of a new 5
year employment agreement. The Company uses the Black-Scholes option
valuation model to value stock options granted. The Black- Scholes model was
developed for use in estimating the fair value of traded options that have
no vesting restrictions and are fully transferable. The model requires
management to make estimates, which are subjective and may not be
representative of actual results. Assumptions used to determine the fair
value of the stock based compensation is as follows:
Exercise price |
Total Options Outstanding |
Weighted Average Remaining Life (Years) |
Total Weighted Average Exercise Price |
Options Exercisable |
$0.001 |
900,000 |
1.84 |
$0.001 |
900,000 |
The Company recorded $457 (2013: $Nil) in stock option compensation
expense, in relation to these options, during the quarter ended September
30, 2014. The Company recorded $1,896 (2013: $Nil) in stock option
compensation expense, in relation to these options, during the nine months
ended September 30, 2014. Total stock option compensation expense is
calculated at $2,877.
During the first quarter of 2013, the Company
granted a total of 900,000 options for the purchase of up to 900,000 shares
of common stock to Tim Vance, the Company's CEO, in connection with the
execution of a new 5 year employment agreement and to Gary Woerz, the
Company's newly designated CFO, in connection with the execution of a new 5
year employment agreement. The Company uses the Black-Scholes option
valuation model to value stock options granted. The Black- Scholes model was
developed for use in estimating the fair value of traded options that have
no vesting restrictions and are fully transferable. The model requires
management to make estimates, which are subjective and may not be
representative of actual results. Assumptions used to determine the fair
value of the stock based compensation is as follows:
Exercise price |
Total Options Outstanding |
Weighted Average Remaining Life (Years) |
Total Weighted Average Exercise Price |
Options Exercisable |
$0.001 |
900,000 |
1.84 |
$0.001 |
900,000 |
The Company recorded $Nil (2013: $6,773) in stock option compensation
expense, in relation to these options, during the quarter ended September
30, 2014. The Company recorded $2,356 (2013: $17,673) in stock option
compensation expense, in relation to these options, during the nine months
ended September 30, 2014. Total stock option compensation expense is
calculated at $26,872.
The Company is authorized to issue up to
200,000,000 shares of Common Stock of which 125,976,421 are issued and
outstanding at September 30, 2014 and December 31, 2013.
(4) Property and Equipment
Major classes of property and equipment together with their estimated useful lives, consisted of the following:
Years |
September 30, 2014 |
December 31, 2013 |
|||
Equipment |
3-5 |
$ |
96,236 |
$ |
96,236 |
Office furniture |
7 |
21,681 |
21,681 |
||
Leasehold improvements |
3 |
10,656 |
10,656 |
||
128,573 |
128,573 |
||||
Less accumulated depreciation and amortization |
124,316 |
122,805 |
|||
Net property and equipment |
$ |
4,257 |
$ |
5,768 |
(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)
Shareholder Notes Payable
Repayments on shareholder notes payable
during the quarter ended September 30, 2014 totaled $Nil (2013: $19,500).
Repayments on shareholder notes payable during the nine months ended
September 30, 2014 totaled $11,750 (2013: $62,000).
During the first
quarter of 2013, the Company received cash in the sum of $10,000 from a
shareholder for a note payable at a 5% interest rate. The note and related
interest were converted to 1,000,000 shares of common stock resulting in a
loss of $50,000 on conversion using the closing price of the stock on the
date of conversion of $0.06 per share.
During the first quarter of
2013, the Company converted two related party accrued salary balances and
related interest to notes payable at a 5% interest rate. The interest for
the notes payable balances has been calculated annually and has been accrued
for the first quarter of 2014. As of September 30, 2014, the total due to
these related parties for accrued salaries was $Nil (December 31, 2013:
$11,750) and included in short-term note payable to shareholder. For the
nine months ended September 30, 2014, $11,750 of the balance converted was
repaid (2013: $62,000).
(7) Subsequent Events and Contingencies
The Company has evaluated subsequent events from the date on the balance
sheet through the date these financial statements are being filed with the
Securities and Exchange Commission.
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. ("Data Call," 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 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.
Overview
What Is Digital Signage?
LCD and LED
displays have been 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 Data Call Technologies has been there
from the start. Ten 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,
Data Call 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
seven 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 Data Call 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 Data
Call, 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 Data Call's integrated content rather than shoehorning broadcast content
into their digital signage presentation.
However, by integrating Data
Call'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 Data
Call 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.
Data Call Opportunities
The
opportunities for Data Call in the digital signage industry are countless. Many
companies nowadays would outsource all or part of their content creation. Data
Call 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 and now
experience 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 years, Data Call has worked with the industry leaders in digital
signage to develop the data formats and communication methods to allow Data
Call's active content to be easily integrated into their hardware and software
products.
Partners, Not Customers
Data Call's approach to
customer relations is to not accumulate customers, but to build partnerships.
Each Data Call 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, Data Call identified six factors that had to be
addressed - reliability, objectivity, and ease of implementation. To address the
reliability requirement, Data Call 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 Data Call's
active content was completely unacceptable. Finally, the third requirement, ease
of implementation, was address by both Data Call's licensing of data and the
method by which it was disseminated to their partners.
Data Call
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. Data Call 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 Data Call'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), Data Call produced a set of common
data layouts in the industry-standard XML (extensible markup language) format
inclusive of MRSS. With the advent of HTML5, even more delivery methods have
been made available. Many partners find these formats to be easily integrated
into their products, but in several cases, Data Call 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 Data Call is right in the thick of it. Digital signage platforms are
evolving to meet mass market requirements, costs for hardware and software are
falling to the point of becoming commodities in the cloud, and the markets for
digital signage are clarifying through historical trial and error.
Business Operations
We currently offer our Direct Lynk Messenger and
DLMedia services to customers through the Internet. Both DLM Services are
Digital Signage products and real-time information services which provides a
wide range of up-to-date information for display. Both DLM services are able to
work concurrently with customers' existing digital signage systems. The Direct
Lynk Messenger product is slowly becoming a legacy product with the DLMedia
product in the forefront. Data Call is testing the use of News and Information
Video products.
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 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 costs from inexpensive monthly cloud
licenses to $5,000.
The Direct Lynk Systems allow 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.
In August of 2013, the company announced the release of it's Direct Lynk
Media (DLMedia) product. The DLMedia product encapsulates the Direct Lynk
Messenger product with major enhancements and options that allows the client to
select and include in their feed images relative to the news feeds. Also in the
release, both Weather and Traffic image products have been enhanced
considerably. Other additions included within the release bring more value to
the company's clients and create more interest from new and existing clients.
In the first quarter of 2014, the company released its "Playlist Ready"
products that broaden the company's reach of clients. One product within the
"Above the Fold" product line received a high level of acceptance at the
industry trade shows. More on the product can be found at the company's website.
The current types of data and information, for which a client is able to
subscribe to in multiple formats through the Direct Lynk Systems 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 three months ended September 30, 2014, the
Company implemented cost management measurements to more carefully control
monthly expenditures, while we focus on increasing sales and gross revenues
during the next twelve months.
We will continue to grow our business
during the next twelve months by marketing our Direct Lynk System technology
to potential customers including digital signage and Kiosk manufactures, as
well as through industry trade magazines and trade shows and call centers.
We are currently in the completion phase for the introduction during the
4th quarter of 2014 of our new video product technology to our expanding
customer base.
Three Months Ended September 30, 2014 Compared to
Three Months Ended September 30, 2013
Our revenues for the three
months ended September 30, 2014 were $166,076, compared to $152,852 for the
three-month period ended September 30, 2013, representing an increase of
$13,224 or approximately 8.7%. The increase in revenues was mainly due to
standard renewals and new business.
Costs of sales for the months
ended September 30, 2014 were $35,346 compared to $29,327 for the
three-month period ended September 30, 2013, representing an increase of
$6,019 due to costs related to the licensing and royalty expense required to
provide enhanced subscription services.
Gross margins for the three
months ended September 30, 2014 were 78.7%, compared to 80.81%, for the
three-month period ended September 30, 2013.
Operating expenses for
the three months ended September 30, 2014 were $211,997, compared to
$150,451 for the three-month period ended September 30, 2013, representing
an increase of $61,546 from the same period in the prior year. This increase
is primarily related to the nonrecurring expense associated with the
issuance of Series B Preferred Stock.
Net loss for the three months
ended September 30, 2014 was $84,141, compared to $79,798 for the same three
month period of the prior year. The increase in our net loss is mainly due
to the non-cash expense of stock options and shares for services of $123,081
during the three months ended September 30, 2014. Adding back these
nonrecurring, non-cash expense items, we would have had a net income of
$38,940, compared to $23,731 for the same period of the prior year.
Nine months Ended September 30, 2014 Compared to Nine months Ended
September 30, 2013
Our revenues for the nine months ended
September 30, 2014 were $497,564, compared to $467,340 for the nine-month
period ended September 30, 2013, representing an increase of $30,224.The
increase in revenues was mainly due to the standard renewals and revenues
from new business customers.
Costs of sales for the nine months ended
September 30, 2014 were $94,841, compared to $84,232 for the same period of
the prior year. This increase was due the costs related to the licensing and
royalty expense required to provide the subscription services and the
additional cost associated with the increase in revenue.
Gross
margins for the nine months ended September 30, 2014 were 80.9%, compared to
82.0%, for the same nine-month period of the prior year.
Operating
expenses for the nine months ended September 30, 2014 were $501,251,
compared to $536,606 for the nine-month period ended September 30, 2013,
representing a decrease of $35,355, which decrease was mainly due to the
decreased expense associated with the issuance of shares and the grant of
options.
Net loss for the nine months ended September 30, 2014 was
$107,144, compared to a net loss of $210,606 for the nine-month period ended
September 30, 2013.
The increase in our net loss is mainly due to
the non-cash expense of stock options and shares for services. Adding back
these nonrecurring, non-cash expense items during the nine-month period
ended September 30, 2014, we would have had a net income of $111,262,
compared to a net loss of $12,111 during the same period of the prior year.
Liquidity and Capital Resources
As of September 30,
2014, we had total current assets of $133,542, consisting of $33,164 in cash
and $100,378 in accounts receivable, and had total current liabilities of
$121,881 consisting or $27,272 in accounts payable, $11,800 in accrued
salaries and related liabilities, $25,625 in accrued interest, $6,084 in
deferred revenues and $51,100 in short-term notes.
At September 30,
2014, we had a positive working capital of $11,661 and an accumulated
deficit since inception of $9,321,631.
We had net cash provided by
operating activities of $44,914 during the nine-month period ended September
30, 2014, which was mainly due to a net loss of $107,144, common and
preferred stock expense of $218,406, a decrease in accounts receivable of
$102,993, offset by an increase in accounts payable of $32,249, an increase
in deferred revenues of $11,000 and a decrease in deferred revenue of
$137,550.
We had no investing activities during the nine-month
period ended September 30, 2014. We used $11,750 in our financing activities
during the nine months ended September 30, 2014, consisting of $11,750 in
repayment of shareholder notes payable.
During the next twelve
months, our plan contemplates raising additional capital to fund our ongoing
operations and increased business activity through the sale of debt and/or
equity securities, which may result in the dilution to our existing
shareholders. There can be no assurances that we will be able to raise
additional capital, whether debt or equity, at terms and conditions
satisfactory to the Company, if at all. While we believe that we will be
able to achieve increased revenues to continue to fund the growth of our
operations during the in the next twelve months, there can be no assurance
of success, in which event we may be required to raise debt and/or equity
capital or to curtail planned efforts to grow our business. We have no
present commitments from officers, directors, or affiliates to provide any
funding that may be required and the failure to obtain additional financing
when and if necessary may require us to delay, curtail, or scale back some
or all of our operations.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Back to Table of Contents
A smaller reporting company, as defined by Item 10 of Regulation S-K, is not required to provide the information required by this item.
ITEM 4. CONTROLS AND PROCEDURES Back to Table of Contents
Evaluation of disclosure controls and
procedures. As of September 30, 2014, 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 not effective
as of the end of the period covered by this report. Management has identified
corrective actions for the weakness and has begun implementation during the
fourth quarter of 2014.
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, 2013, 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 SAFETY 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 Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned.
DATA CALL TECHNOLOGIES INC.
By: /s/ Timothy E. Vance
Timothy E. Vance
Chief Executive Officer and Chairman
(Principal Executive Officer)
Date: November 5, 2014
By: /s/ Gary Woerz
Gary Woerz
Chief Financial Officer
(Principal Financial and Principal Accounting Officer)
Date:
November 5, 2014
Pursuant to the requirements of the Securities Act of 1934, this report has been signed by
the following persons on behalf of the registrant and in the capacities and on the dates
indicated.
By: /s/ Timothy E. Vance
Timothy E. Vance
Chief Executive Officer and Chairman
(Principal Executive Officer)
Date:
November 5, 2014
By: /s/
John Schafer
Director
Date:
November 5, 2014