Data Call Technologies - Quarter Report: 2014 June (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 June 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 July 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 | 17 |
ITEM 4. | CONTROLS AND PROCEDURES. | 17 |
PART II - OTHER INFORMATION |
||
ITEM 1. | LEGAL PROCEEDINGS. | 18 |
ITEM 1A. | RISK FACTORS | 18 |
ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS | 18 |
ITEM 3. | DEFAULT UPON SENIOR SECURITIES. | 18 |
ITEM 4. | MINE SAFETY DISCLOSURE | 18 |
ITEM 5. | OTHER INFORMATION. | 18 |
ITEM 6. | EXHIBITS. | 18 |
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS Back to Table of Contents
DATA CALL TECHNOLOGIES, INC. | ||||
Condensed Balance Sheets | ||||
June 30, 2014 (Unaudited) and December 31, 2013 (Audited) | ||||
Back to Table of Contents | ||||
|
June 30, 2014 | |||
(Unaudited) | December 31, 2013 | |||
Assets |
||||
Current assets: | ||||
Cash | $ | 70,797 | $ | - |
Accounts receivable | 37,722 | 203,371 | ||
Total current assets | 108,519 | 203,371 | ||
Property and equipment | 128,573 | 128,573 | ||
Less accumulated depreciation and amortization | 124,490 | 122,805 | ||
Net property and equipment | 4,083 | 5,768 | ||
Other assets | 800 | 800 | ||
Total assets | $ | 113,402 | $ | 209,939 |
Liabilities and Stockholders' Equity |
||||
Current liabilities: | ||||
Accounts payable | $ | 35,550 | $ | 52,617 |
Accounts payable - related party | 1,340 | 1,082 | ||
Accrued salaries - related party | 17,779 | 22,800 | ||
Accrued interest | 24,250 | 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 | 134,103 | 299,920 | ||
Deferred revenue - net of current portion | 7,099 | 10,141 | ||
Total liabilities | 141,202 | 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 June 30, 2014 and at December 31, 2013 | 800 | 800 | ||
Preferred stock, $0.001 par value. Authorized 1,000,000 shares: | ||||
Series B - none shares issued and outstanding at June 30, 2014 | - | - | ||
Common stock, $0.001 par value. Authorized 200,000,000 shares: | ||||
125,976,421 shares issued and outstanding at June 30, 2014 and December 31, 2013 | 125,976 | 125,976 | ||
Additional paid-in capital | 9,082,914 | 8,987,589 | ||
Accumulated deficit | (9,237,490) | (9,214,487) | ||
Total stockholders' deficit | (27,800) | (100,122) | ||
Total liabilities and stockholders' deficit | $ | 113,402 | $ | 209,939 |
The accompanying notes are an integral part of these financial statements. |
DATA CALL TECHNOLOGIES, INC. | ||||||||
Condensed Statements of Operations | ||||||||
Three and Six Months Ended June 30, 2014 and 2013 (Unaudited) | ||||||||
Three Months | Three Months | Six Months | Six Months | |||||
ended | ended | ended | ended | |||||
June 30, 2014 | June 30, 2013 | June 30, 2014 | June 30, 2013 | |||||
Revenues | ||||||||
Sales | $ | 164,713 | $ | 157,388 | $ | 331,488 | $ | 314,488 |
Cost of sales | 26,921 | 26,348 | 59,495 | 54,905 | ||||
Gross margin | 137,792 | 131,040 | 271,993 | 259,583 | ||||
Selling, general and administrative expenses | 143,790 | 127,970 | 287,569 | 384,623 | ||||
Depreciation and amortization expense | 842 | 842 | 1,685 | 1,532 | ||||
Total operating expenses | 144,632 | 128,812 | 289,254 | 386,155 | ||||
Other (income) expense | ||||||||
Interest income | (4) | (6) | (8) | (14) | ||||
Interest expense | 2,875 | 2,875 | 5,750 | 4,250 | ||||
Total expenses | 147,503 | 131,681 | 294,996 | 390,391 | ||||
Net income (loss) before income taxes | (9,711) | (641) | (23,003) | (130,808) | ||||
Provision for income taxes | - | - | - | - | ||||
Net loss | $ | (9,711) | $ | (641) | $ | (23,003) | $ | (130,808) |
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 | 35,976,421 | 125,976,421 | 35,180,841 | ||||
Diluted | 125,976,421 | 35,976,421 | 125,976,421 | 35,180,841 | ||||
The accompanying notes are an integral part of these financial statements. |
DATA CALL TECHNOLOGIES INC. | ||||
Condensed Statements of Cash Flows | ||||
Six Months Ended June 30, 2014 and 2013 (Unaudited) | ||||
Back to Table of Contents | ||||
Six Months | Six Months | |||
Ended | Ended | |||
June 30, 2014 | June 30, 2013 | |||
Cash flows from operating activities: | ||||
Net income or (loss) | $ | (23,003) | $ | (130,808) |
Adjustments to reconcile net income or (loss) to net cash provided by (used in) operating activities: | ||||
Depreciation and amortization of property and equipment | 1,685 | 1,532 | ||
Shares issued for services | 91,530 | 83,766 | ||
Loss on conversion of debt to equity | - | 50,000 | ||
Options expense | 3,795 | 10,900 | ||
Changes in operating assets and liabilities: | ||||
Accounts receivable | 165,649 | 278,275 | ||
Prepaid expenses | - | 3,500 | ||
Other assets | - | (5,183) | ||
Accounts payable | (19,067) | (63,760) | ||
Accounts payable - related party | 258 | - | ||
Accrued expenses | 2,750 | 11,300 | ||
Accrued expenses - related party | (5,021) | (3,281) | ||
Deferred revenues | (136,029) | (147,182) | ||
Net cash provided by operating activities | 82,547 | 89,059 | ||
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) | (42,500) | ||
Net cash used in financing activities | (11,750) | (32,500) | ||
Net increase (decrease) in cash | 70,797 | 49,161 | ||
Cash at beginning of year | - | 14,568 | ||
Cash at end of period | $ | 70,797 | $ | 63,729 |
Non-cash activities: | ||||
Conversion of short-term borrowing from shareholder to common stock | $ | - | $ | 10,000 |
Supplemental Cash Flow Information: | ||||
Cash paid for interest | $ | - | $ | 1,500 |
Cash paid for interest | $ | - | $ | - |
The accompanying notes are an integral part of these financial statements. |
DATA CALL TECHNOLOGIES, INC.
Notes to Financial Statements
June 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
six-month period ended June 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 June 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 June 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 June
30, 2014 and December 31, 2013:
(Level 1) |
(Level 2) |
(Level 3) |
||||
June 30, 2014 | $ |
0 | $ |
0 |
$ |
0 |
December 31, 2013 | $ |
0 | $ |
0 |
$ |
0 |
Recent Accounting Pronouncements
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.
In
October 2012, the Financial Accounting Standards Board (FASB) issued Accounting
Standards Update (ASU) 2012-04, "Technical Corrections and Improvements" in
Accounting Standards Update No. 2012-04. The amendments in this update cover a
wide range of Topics in the Accounting Standards Codification. These amendments
include technical corrections and improvements to the Accounting Standards
Codification and conforming amendments related to fair value measurements. The
amendments in this update will be effective for fiscal periods beginning after
December 15, 2012. The adoption of ASU 2012-04 is not expected to have a
material impact on our financial position or results of operations.
In
August 2012, the FASB issued ASU 2012-03, "Technical Amendments and Corrections
to SEC Sections: Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting
Bulletin (SAB) No. 114, Technical Amendments Pursuant to SEC Release No.
33-9250, and Corrections Related to FASB Accounting Standards Update 2010-22
(SEC Update)" in Accounting Standards Update No. 2012-03. This update amends
various SEC paragraphs pursuant to the issuance of SAB No. 114. The adoption of
ASU 2012-03 is not expected to have a material impact on our financial position
or results of operations.
In July 2012, the FASB issued ASU 2012-02,
"Intangibles - Goodwill and Other (Topic 350): Testing Indefinite-Lived
Intangible Assets for Impairment" in Accounting Standards Update No. 2012-02.
This update amends ASU 2011-08, Intangibles - Goodwill and Other (Topic 350):
Testing Indefinite-Lived Intangible Assets for Impairment and permits an entity
first to assess qualitative factors to determine whether it is more likely than
not that an indefinite-lived intangible asset is impaired as a basis for
determining whether it is necessary to perform the quantitative impairment test
in accordance with Subtopic 350-30, Intangibles - Goodwill and Other - General
Intangibles Other than Goodwill. The amendments are effective for annual and
interim impairment tests performed for fiscal years beginning after September
15, 2013. Early adoption is permitted, including for annual and interim
impairment tests performed as of a date before July 27, 2013, if a public
entity's financial statements for the most recent annual or interim period have
not yet been issued or, for nonpublic entities, have not yet been made available
for issuance. The adoption of ASU 2013-02 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 June 30, 2014 and 2013,
the total due to these two related parties for past accrued salaries is $Nil and
$50,750, 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 second quarter of 2014 was
$44,318 (2013: $44,318) and $ 88,149 for the six months ended June 30, 2014
(2013: $83,766).
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 Company recorded
$982 in stock option compensation expense, in relation to these options, during
the quarter ended June 30, 2014.
(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 June 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 June 30, 2014 unaccrued and
undeclared dividends were $2,400.
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: $44,318) and $ 88,149 for the six months ended June 30, 2014
(2013: $83,766).
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 $982 (2013: $Nil) in stock option compensation expense,
in relation to these options, during the quarter ended June 30, 2014. The
Company recorded $1,439 (2013: $Nil) in stock option compensation expense, in
relation to these options, during the six months ended June 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: $6,630) in stock option compensation
expense, in relation to these options, during the quarter ended June 30,
2014. The Company recorded $457 (2013: $10,900) in stock option compensation
expense, in relation to these options, during the six months ended June 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 June 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 |
June 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 |
124,490 |
122,805 |
|||
Net property and equipment |
$ |
4,083 |
$ |
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 June 30, 2014 totaled $2,750 (2013: $19,500).
Repayments on shareholder notes payable during the six months ended June 30,
2014 totaled $11,750 (2013: $42,500).
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 June 30, 2014, the total due to these related
parties for accrued salaries was $Nil (2013: $50,750) and included in short-term
note payable to shareholder. For the six months ended June 30, 2014, $11,750 of
the balance converted was repaid (2013: $42,500).
(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.
The Company issued
10,000 shares of Series B Preferred Stock to the CEO, Tim Vance, for services
provided.
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 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?
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 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 ten 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.
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
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 and DLMedia services to customers
through the Internet. Both DLM Servicesare Digital Signage products and
real-time information services which provides a wide range of up-to-date
information for display. Both DLM servicesare able to work concurrently with
customers' existing digital signage systems. The Direct Lynk Messenger is slowly
becoming a legacy product with the DLMedia product in the forefront.
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 $350 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 its 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 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 review
monthly expenditures. We will continue these efforts to streamline operations,
as we focus on increasing sales and gross revenues over the next twelve months.
We do not currently have any plans to increase our monthly expenditures or
number of employees.
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 that we expect to bring to market during fiscal year
2014.
Three Months Ended June 30, 2014 Compared to Three Months Ended
June 30, 2013
Our revenues for the three months ended June 30, 2014
were $164,713, compared to $157,388 for the three-month period ended June 30,
2013, representing an increase of $7,325 or an increase of approximately 4.7%
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 June 30, 2014 were $26,921 compared to $26,348 for the three-month period
ended June 30, 2013. Cost of sales increased $573 because of costs related to
the bandwidth required to provide the subscription services.
Gross
margins for the three months ended June 30, 2014 were 83.7%, compared to 83.3%,
for the three-month period ended June 30, 2013.
Operating expenses for
the three months ended June 30, 2014 were $144,632, compared to $128,812 for the
three-month period ended June 30, 2013, representing an increase of $15,820 from
the same period in the prior year. The increase in operating expenses is mainly
due to the expense of stock options and warrants.
Net loss for the three
months ended June 30, 2014 was $9,711, compared to $641 for the three month
period ended June 30, 2013. The increase in our net loss is mainly due to the
expense of stock options and warrants. Profit from operations for the quarter
was $37,895 (2013: $100,307). Operating profit is calculated by adding back the
expense for non-cash items such as shares issued for services.
Six
Months Ended June 30, 2014 Compared to Six Months Ended June 30, 2013
Our revenues for the six months ended June 30, 2014 were $331,488, compared
to $314,488 for the six-month period ended June 30, 2013, representing an
increase of $17,000 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 six months ended June 30, 2014 were $59,495, compared to
$54,905 for the six-month period ended June 30, 2013. Cost of sales increased
due the costs related to the bandwidth required to provide the subscription
services and the additional cost associated with the increase in revenue.
Gross margins for the six months ended June 30, 2014 were 82.1%, compared to
82.5%, for the six-month period ended June 30, 2013.
Operating expenses
for the six months ended June 30, 2014 were $289,254, compared to $386,155 for
the six-month period ended June 30, 2013, representing a decrease of $96,901
from the same period in the prior year. The decrease in operating expenses is
mainly due to the decreased expense associated with the issuance of stock and
options.
Net loss for the six months ended June 30, 2014 was $(23,003),
compared to a net loss of $130,808 for the six-month period ended June 30, 2013.
The net loss was due to the expense of stock issuances and options. Profit from
operations for the six-month period ended June 30, 2014 was $72,322 (2013:
$63,858). Operating profit is calculated by adding back the expense for non-cash
items such as shares issued for services.
Liquidity and Capital
Resources
We had total current assets of $108,519, consisting of
$70,797 of cash and $37,722 accounts receivable. We had total current
liabilities of $134,103 as of June 30, 2014, which represented $36,890 of
accounts payable, $17,779 in accrued salaries and related liabilities, accrued
interests of $24,250, deferred revenues of $6,084 and $51,100 in short-term
notes.
We had a negative working capital of $27,800 and an accumulated
deficit of $9,237,490 on June 30, 2014.
We were provided $82,547 of cash
in our operating activities during the six-month period ended June 30, 2014,
which was mainly due to a net loss of $23,003, common stock and warrant expense
of $95,325 an decrease in accounts receivables of $165,649 , an increase in
accounts payable of $19,067 and an increase in deferred revenues of $136,029. We
had no investing activities during the six-month period ended June 30, 2014. We
used $11,750 in our financing activities during the six months ended June 30,
2014, consisting of $11,750 of repayment of shareholder notes payable.
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.
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. Management has assessed the effectiveness of our internal control over financial reporting as of June 30, 2014. 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 material weaknesses including lack of sufficient internal accounting personnel in order to ensure complete documentation of complex transactions and adequate financial reporting during the period ended June 30, 2014. Management has identified corrective actions for the weakness and has begun implementation during the remainder 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: July 31, 2014
By: /s/ Gary Woerz
Gary Woerz
Chief Financial Officer
(Principal Financial and Principal Accounting Officer)
Date: July 31, 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: July 31, 2014
By: /s/
John Schafer
Director
Date: July 31, 2014