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
March 31, 2015
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 April
23, 2015,
the Registrant had 132,976,421 shares of common stock outstanding.
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION
ITEM
1. FINANCIAL STATEMENTS
Back to Table of Contents
| Data Call
Technologies, Inc. |
|
Balance Sheets |
|
March 31, 2015 (Unaudited) and December
31, 2014 |
|
Back to Table of
Contents |
| |
|
March 31, 2015 (Unaudited) |
|
December 31, 2014 |
Assets |
|
|
|
|
| Current assets: |
|
|
|
|
|
Cash |
$ |
64,874 |
$ |
58,741 |
|
Accounts receivable |
|
96,637 |
|
114,563 |
|
Prepaid expenses |
|
11,370 |
|
2,580 |
| Total current assets |
|
172,881 |
|
175,884 |
| |
|
|
|
|
| Property
and equipment |
|
128,573 |
|
128,573 |
| Less accumulated depreciation and amortization |
|
125,424 |
|
124,902 |
| Net property and equipment |
|
3,149 |
|
3,671 |
| |
|
|
|
|
| Other
assets |
|
800 |
|
800 |
| Total assets |
$ |
176,830 |
$ |
180,355 |
| |
|
|
|
|
Liabilities
and Stockholders' Equity (Deficit) |
|
|
|
|
| |
|
|
|
|
| Current
liabilities: |
|
|
|
|
|
Accounts payable |
$ |
33,529 |
$ |
33,084 |
|
Accounts payable - related party |
|
- |
|
5,990 |
| Accrued
salary - related party |
|
5,854 |
|
5,461 |
| Accrued interest |
|
21,366 |
|
21,241 |
| Convertible short-term note payable to
related party - default |
|
48,341 |
|
50,100 |
|
Deferred revenue - current |
|
6,084 |
|
6,084 |
| Total current liabilities |
|
115,174 |
|
121,960 |
| |
|
|
|
|
|
Deferred
revenue - net of current portion |
|
2,535 |
|
4,057 |
|
Total liabilities |
|
117,709 |
|
126,017 |
| |
|
|
|
|
| Stockholders'
equity: |
|
|
|
|
|
Preferred stock, $0.001 par value. Authorized 10,000,000 shares: |
|
|
|
|
|
Series A 12% Convertible - 800,000 shares issued and outstanding |
|
|
|
|
|
at March 31, 2015 and December 31, 2014 |
|
800 |
|
800 |
|
Preferred stock, $0.001 par value. Authorized 1,000,000 shares: |
|
|
|
|
|
Series B - 10,000 shares issued and outstanding |
|
|
|
|
|
at March 31, 2015 and December 31, 2014 |
|
10 |
|
10 |
| Common stock, $0.001 par value. Authorized
200,000,000 shares: |
|
|
|
|
|
132,976,421 and 125,976,421 shares
issued and outstanding at March 31, 2015 and December 31, 2014,
respectively |
|
132,976 |
|
125,976 |
|
Additional paid-in capital |
|
9,319,784 |
|
9,253,066 |
|
Accumulated deficit |
|
(9,402,049) |
|
(9,325,514) |
|
Stock payable |
|
7,600 |
|
- |
|
Total stockholders' equity (deficit) |
|
59,121 |
|
54,338 |
|
Total liabilities and stockholders' equity (deficit) |
$ |
176,830 |
$ |
180,355 |
| |
|
|
|
|
| The
accompanying notes are an integral part of these financial statements. |
| Data Call Technologies, Inc. |
|
Condensed Statements of Operations |
| Three Months Ended March 31, 2015 and 2014 (Unaudited) |
|
Back to Table of
Contents |
|
|
Three Months |
|
Three Months |
|
|
ended |
|
ended |
|
|
March 31, 2015 |
|
March 31, 2014 |
| |
|
|
|
|
| Revenues |
|
|
|
|
| Sales |
$ |
161,967 |
$ |
166,775 |
| Cost of sales |
|
34,645 |
|
32,574 |
| Gross margin |
|
127,322 |
|
134,201 |
| |
|
|
|
|
| Selling, general and administrative
expenses |
|
201,971 |
|
143,779 |
| Depreciation and
amortization expense |
|
522 |
|
843 |
| Total operating
expenses |
|
202,493 |
|
144,622 |
| |
|
|
|
|
| Other (income) expense |
|
|
|
|
| Interest income |
|
(2) |
|
(4) |
| Interest expense |
|
1,366 |
|
2,875 |
| Total expenses |
|
203,857 |
|
147,493 |
| |
|
|
|
|
| Net income
(loss) before income taxes |
|
(76,535) |
|
(13,292) |
| |
|
|
|
|
| Provision
for income taxes |
|
- |
|
- |
|
Net loss |
$ |
(76,535) |
$ |
(13,292) |
| |
|
|
|
|
| Net income
(loss) per common share - basic and diluted: |
|
|
|
|
| Net income
(loss) applicable to common shareholders |
$ |
(0.00) |
$ |
(0.00) |
|
|
|
|
|
|
| Weighted
average common shares: |
|
|
|
|
|
Basic |
|
132,820,865 |
|
125,976,421 |
|
Diluted |
|
132,820,865 |
|
125,976,421 |
| |
|
|
|
|
| The
accompanying notes are an integral part of these financial statements. |
| Data
Call Technologies, Inc. |
|
Condensed Statements of Cash Flows
|
| Three
Months Ended March 31, 2015 and 2014 (Unaudited) |
|
Back to Table of
Contents |
|
|
Three Months |
|
Three Months |
|
|
Ended |
|
Ended |
| |
|
March 31, 2015 |
|
March 31, 2014 |
| Cash flows from operating activities: |
|
|
|
|
|
Net loss |
$ |
(76,535) |
$ |
(13,292) |
| Adjustments to reconcile net income
or (loss) to net cash used in
operating activities: |
|
|
|
|
| Depreciation and amortization
of property and equipment |
|
522 |
|
843 |
| Shares issued for services |
|
80,312 |
|
44,906 |
| Options expense |
|
1,006 |
|
2,813 |
|
Changes in operating assets and liabilities: |
|
|
|
|
|
Accounts receivable |
|
17,926 |
|
149,692 |
|
Prepaid expenses |
|
(8,790) |
|
- |
| Accounts payable |
|
445 |
|
(17,804) |
| Accounts payable -
related party |
|
(5,990) |
|
(1,082) |
|
Accrued expenses |
|
125 |
|
2,189 |
| Accrued expenses -
related party |
|
393 |
|
(303) |
|
Deferred revenues |
|
(1,522) |
|
(81,313) |
|
Net cash provided by operating activities |
|
7,892 |
|
86,649 |
| |
|
|
|
|
| Cash flows
from investing activities |
|
|
|
|
|
Purchase of property and equipment |
|
- |
|
- |
|
Net cash used in investing activities |
|
- |
|
- |
| |
|
|
|
|
| Cash flows
from financing activities: |
|
|
|
|
| Principal payment on borrowing from
related party |
|
(1,759) |
|
(9,000) |
|
Net cash used in financing activities |
|
(1,759) |
|
(9,000) |
| |
|
|
|
|
|
Net increase (decrease) in cash |
|
6,133 |
|
77,649 |
| Cash at
beginning of year |
|
58,741 |
|
- |
| Cash at
end of period |
$ |
64,874 |
$ |
77,649 |
| |
|
|
|
|
| Non-Cash Investing and Financing Activities: |
|
|
|
|
| Conversion of short-term borrowing
from shareholder to common stock |
$ |
- |
$ |
- |
| |
|
|
|
|
| Supplemental Cash Flow Information: |
|
|
|
|
| Cash paid for interest |
$ |
1,241 |
$ |
- |
| Cash paid for taxes |
$ |
- |
$ |
- |
| |
|
|
|
|
| The
accompanying notes are an integral part of these financial statements. |
Data Call Technologies, Inc.
Notes to Financial Statements
March 31, 2015
(Unaudited)
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.
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-month period ended March
31, 2015 are not indicative of the results that may be expected for the year
ending December 31, 2015.
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 financial statements and related footnotes thereto
included in the Company's annual report on Form 10-K for the year ended
December 31, 2014.
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 March 31, 2015 and
December 31, 2014.
Revenue Recognition
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 March 31, 2015 and December 31, 2014 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 & Liabilities within the fair value hierarchy utilized to measure
fair value on a recurring basis as of March 31, 2015 and December 31, 2014:
|
|
(Level 1) |
|
(Level 2) |
|
(Level 3) |
| March 31, 2015 |
$ |
0 |
$ |
0 |
$ |
0 |
| December 31, 2014 |
$ |
0 |
$ |
0 |
$ |
0 |
Recent Accounting Pronouncements
On November 2014, The Financial Accounting
Standards Board (FASB) issued Accounting Standard Update No.
2014-16 - Derivatives and Hedging (Topic 815): Determining Whether the Host
Contract in a Hybrid Financial Instrument Issued in the Form of a Share Is
More Akin to Debt or to Equity (a consensus of the FASB Emerging Issues Task
Force). The amendments in this Update do not change the current criteria in
GAAP for determining when separation of certain embedded derivative features
in a hybrid financial instrument is required. That is, an entity will
continue to evaluate whether the economic characteristics and risks of the
embedded derivative feature are clearly and closely related to those of the
host contract, among other relevant criteria. The amendments clarify how
current GAAP should be interpreted in evaluating the economic
characteristics and risks of a host contract in a hybrid financial
instrument that is issued in the form of a share. The effects of initially
adopting the amendments in this Update should be applied on a modified
retrospective basis to existing hybrid financial instruments issued in the
form of a share as of the beginning of the fiscal year for which the
amendments are effective. Retrospective application is permitted to all
relevant prior periods.
On November 2014, The Financial Accounting
Standards Board (FASB) issued Accounting Standard Update No.
2014-17-Business Combinations (Topic 805): Pushdown Accounting (a consensus
of the FASB Emerging Issues Task Force). The amendments in this Update
provide an acquired entity with an option to apply pushdown accounting in
its separate financial statements upon occurrence of an event in which an
acquirer obtains control of the acquired entity. The amendments in this
Update are effective on November 18, 2014. After the effective date, an
acquired entity can make an election to apply the guidance to future
change-in-control events or to its most recent change-in-control event.
However, if the financial statements for the period in which the most recent
change-in-control event occurred already have been issued or made available
to be issued, the application of this guidance would be a change in
accounting principle.
On August 2014, The Financial Accounting
Standards Board (FASB) issued Accounting Standard Update No. 2014-15,
Presentation of Financial Statements - Going Concerns (Subtopic 205-40):
Disclosures of Uncertainties about an Entity's Ability to Continue as a
Going Concern. The amendments require management to assess an entity's
ability to continue as a going concern by incorporating and expanding upon
certain principles that are currently in U.S. auditing standards.
Specifically, the amendments (1) provide a definition of the term
substantial doubt, (2) require an evaluation every reporting period
including interim periods, (3) provide principles for considering the
mitigating effect of management's plans, (4) require certain disclosures
when substantial doubt is alleviated as a result of consideration of
management's plans, (5) require an express statement and other disclosures
when substantial doubt is not alleviated, and (6) require an assessment for
a period of one year after the date that the financial statements are issued
(or available to be issued). The amendments in this Update are effective for
the annual period ending after December 15, 2016, and for annual periods and
interim periods thereafter. Early application is permitted.
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.
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. As of March 31, 2015 and 2014, the total due to these two
related parties for past accrued salaries is $0 and $2,750, 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 first quarter of 2015 was $43,831 (2014: $43,831).
During the first quarter of 2015, 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
an amendment of his 5 year employment agreement and to Gary Woerz, the
Company's designated CFO, in connection with the amendment of his 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 $483 (2014:$0) in stock option compensation
expense, in relation to these options, during the quarter ended March 31,
2015. Total stock option compensation expense is calculated at $3,039.
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 2013 5 year employment agreement and to Gary Woerz, CFO, in connection
with the execution of a 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 $524
(2014: $457) in stock option compensation expense, in relation to these
options, during the quarter ended March 31, 2015. 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 2013 5 year employment agreement and to Gary Woerz, CFO, in connection
with the execution of a 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 $0 (2014:
$2,356) in stock option compensation expense, in relation to these options,
during the quarter ended March 31, 2015. Total stock option compensation
expense is calculated at $26,872.
(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
March 31, 2015 and December 31, 2014. 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 March 31, 2015 and 2014 unaccrued and undeclared
dividends were $1,200.
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 first quarter of 2015 was $43,831 (2014: $43,831).
During the quarter ended September 30,
2014 the Company amended its Articles of incorporation to authorize
1,000,000 shares of Series B Preferred Stock at a par value of $0.001 and
issued 10,000 shares. The Series B shares were valued at $76,000 and were
expensed during 2014. The Series B Preferred Stock may be issued to one or
series by the terms of which may be and may include preferences as to
dividends and liquidation, conversion, redemption rights and sinking fund
provisions. The Series B Preferred Shares have the right to vote in the
aggregate, on all shareholder matters votes equal to 51% of the total
shareholder vote on any and all shareholder matters. The Series B Preferred
Stock will be entitled to this 51% voting right no matter how many shares of
common stock or other voting stock of Data Call Technology stock is issued
and outstanding in the future.
The Company granted a total of twelve
million (12,000,000 restricted shares) of the Company's common stock as
follows: six million restricted shares in the name of Timothy E. Vance and
six million restricted shares in the name of Gary D. Woerz valued at the
closing price on the date of grant of $0.0038 per share based upon services
provided by the Executive officers in improving the Company's financial
condition and operations and the shares will be subject to a holding period
of eighteen months prior to their availability for resale pursuant to the
provisions of Rule 144. The shares vest over 18 months. The expense
recognized during the quarter ended March 31, 2015 was $7,600 and was
recorded as stock payable as the shares were not issued as of period end.
The total value of the 12,000,000 shares granted is $45,600. Additionally,
the Company determined that the Employment Agreements between the Company
and its Executive Officers be amended to adjust the exercise price form the
lower of $0.03 to $0.0015 and that the expiration date of the options to be
extended from January 31, 2018 to December 31, 2019.
During the first quarter of 2015, 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 2013 5 year employment agreement and to Gary Woerz, CFO, in connection
with the execution of the 2013 5 year employment agreement. The Company uses
the Black-Scholes option valuation model to value stock options granted.
During the period ended March 31, 2015, the Company determined that the
Employment Agreements between the Company and its Executive Officers be
amended to adjust the exercise price form the lower of $0.03 to $0.0015 and
that the expiration date of the options to be extended from January 31, 2018
to December 31, 2019. The change in value from the lower exercise price and
extended expiration date was considered immaterial. 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 |
During the three months ended March 31, 2015, the Company recorded $483 in
stock option compensation expense related to these options. As of March 31, 2015,
the total compensation expense was $3,039.
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.
During the period ended March 31, 2015, the Company determined that the
Employment Agreements between the Company and its Executive Officers be amended
to adjust the exercise price form the lower of $0.03 to $0.0015 and that the
expiration date of the options to be extended from January 31, 2018 to December
31, 2019. The change in value from the lower exercise price and extended
expiration date was considered immaterial. 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 $524 (2014: $457) in stock option
compensation expense, in relation to these options, during the quarter ended
March 31, 2014. Total stock option compensation expense is calculated at
$26,872.
(4) Property and Equipment
Major classes of property and equipment together with
their estimated useful lives, consisted of the following:
|
Years |
|
March
31, 2015 |
|
December
31, 2014 |
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 |
|
|
125,424 |
|
124,902 |
Net
property and equipment |
|
$ |
3,149 |
$ |
3,671 |
(5) Shareholder Notes Payable
Repayments on shareholder notes payable
during the quarter ended March 31, 2015 totaled $1,759 (2014: $9,000).
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.
(6) 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. No
material events or transactions have occurred during this subsequent event
reporting period which required recognition or disclosure in the financial
statements.
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.
Overview
What Is Digital Signage?
LED and LCD displays are continually 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 viewed, 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
characteristics of the digital signage presentations has taken center-stage
requiring fresh, relevant and updated dynamic content.
Digital Signage Comes of Age
We believe that the Digital Signage industry is "coming of
age" and that Data Call through multiple industry relationships has been
engaged in the business for more than a decade. Our company has virtually
been there from the start and is in in a prime position to enjoy and benefit
from our industry's growth. A few short years ago, a business wanting to
derive commercial benefit from use of digital signage was often confronted
with a myriad of hardware and software companies, all offering their own
version of what digital signage should be. Typical customers for digital
signage were most-often offered the hardware for digital signage but without
the full package of content with which to build and tailor their systems for
their target customer base.
Those early digital signage customers often had to deal with
the fact that their digital signage hardware vendors lacked the know-how to
provide them with the "do's and don'ts" of content development. However,
from our inception, Data Call recognized that our competitors and their
typical customers lacked a key component which includes the offering of a
comprehensive content package.
Recently, as the cost of platforms supporting content management
infrastructure and displays have fallen significantly, digital signage has
become more accessible to a wider range of potential users while the growing
Kiosk market has cross-pollinated with Digital Signage. Companies in our
industry have come to understand as we have understood almost since our
inception in 2002, that the benefit that Data Call provides to our
customers, in the form of ongoing content development (dynamic content) is
expected to continue to provide our customers with desirable services.
Content needs to stay fresh. Data Call has automated this process for their
subscribers. As the cost of deployment has decreased, Data Call has
continued to focus, as well as other providers have only begun focusing, on
offering "attention-grabbing content" as a means of drawing target
customers' attention to the core message of clients, thereby keeping their
target customers engaged throughout Digital Signage and Kiosk presentations.
The Need for Speed-Active Content
Active and dynamic content is the integral part of digital
signage presentations that must be constantly updated with timely and
relevant information in order to attract and retain target customers to the
product and service offered by clients. 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 attempting to
"cut and paste" broadcast content of others into their digital signage
presentation.
Our
clients, by integrating Data Call's active content as a meaningful component
of their digital signage presentations, can provide the entertainment and
information content necessary to enhance the target customer's information
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, among others. With such a
broad range of offerings, our clients have access to the active and dynamic
content they need, regardless of the target customers and market they are
addressing.
Our Business
Opportunities
Our many
opportunities for client development in the digital signage industry are
growing virtually exponentially. While many companies in our industry have
traditionally outsourced all or part of their content creation, Data Call
serves as a provider of dynamic active content to clients on a tailored
basis. Whether a client desires general entertainment information for
customers, such as news, sports, stock market quotes, etc. or
location-specific content, such as local weather, traffic, product sales and
specials, etc., our research has validated our long-held assumption that
dynamic content draws and retains our clients' target viewers to their
digital signage and keeps them engaged throughout the presentation.
Since our inception, management has developed strong
relationships working with the leaders in digital signage. Collaborative
efforts successfully created the data formats and means of communication to
facilitate the delivery of our dynamic content more easily and efficiently
by our clients for integration into their hardware and software products,
setting industry standards.
Partners, Not Customers
Data Call's approach to our clients is to build long-lasting
partnerships by creating client relationships that we believe are unique in
the digital signage industry. We do this because we understand that each
client has its own content requirement. In developing dynamic content for
individual digital signage clients, we have identified three content-related
factors: (i) reliability; (ii) objectivity; and (iii) ease of
implementation. To address the reliability requirement, we have elected to
enter into license arrangements with the leading providers of news, weather,
sports and financial information, among other client-desired content rather
than either: (i) downloading and repackaging content sourced from the
Internet (which may be illegal); or (ii) pulling RSS feeds (which may come
and go at the provider's whim). Licensing data from these premier providers
has also served us by satisfying the second criteria, objectivity. Because
it is commonly recognized that Internet content may often be unreliable,
unverifiable and biased, we have determined that we could not simply use
unfiltered Internet content for delivery to our clients. To achieve ease of
implementation, our licensing of data facilitates the ease of delivery to
and implementation and use by our client/partners. Data Call has understood
that it's Digital Signage and Kiosk clients needed more complete service
than to endeavor the sourcing of active content from multiple vendors. As a
result, our flexible content packages permit our clients to do "one stop
shopping" for all of their dynamic content requirements by a single
sublicense from us. Ease of implementation also would require that the
multiple formats of all Data Call's data providers be distilled into a
single, usable format.
We enable our clients to receive customized dynamic content which may be
displayed in a multitude of ways (banners, tickers, scrolls or artistically
integrated with the overall presentations). We have created and produced
multiple sets 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 to our clients,
many of whom have found these new formats to be easily integrated into their
products. Nevertheless, we have also produced customized data formats to the
exact and specific requirements of our clients/partners, which, we believe
ensures a higher level of reliability and ease of integration.
Market demand, opportunity and technology converge at a
single point in time, and Data Call is there. Our integrity continues to
build our business. 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
In August of 2013, we announced the release of our Direct
Lynk Media (DLMedia) product. The DLMedia product encapsulates the Direct
Lynk Messenger product with major enhancements and options that allow 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.
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; |
| - |
Trivia; |
| - |
Listings of
historical events which occurred on each day in history; and |
| - |
Localized
Traffic and Weather Forecasts. |
We currently offer our Direct Lynk Messenger and DLMedia services to our
clients and other potential 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.
The Digital Signage and Kiosk industry is still a
relatively new and since our inception in 2002 we have come to understand that
it provides an exciting method for advertisers, including our clients, to
promote, inform, educate, and entertain their customers regarding their business
products and services. Through Digital Signage, businesses can use a single
display or a complex, networked series of flat screen LED, LCD and even combined
as video walls as display devices to market their products and services directly
at their facilities and elsewhere to their customers and patrons in real time.
Additionally, because Digital Signage advertising takes place in real time,
businesses can change their marketing efforts literally from moment to moment
and over the course of a day or such other period as they may determine.
We
believe that the ability of our clients to display in real-time the information
and content we deliver better allows our clients companies to tailor their
products, services and advertising to individual and target-group customers,
thereby advertising and offering, for example, inventory and sales discounts
that may be designed to appeal to those individual customers and target customer
groups, increasing sales and revenues. We believe that the benefits of on-site,
real-time Digital Signage displays compared to regular print or video
advertising are substantial and include, among other advantages, being able to
immediately change digitally-displayed images/advertisements depending on our
client's customers own situation, not simply being restricted by in-store print
circulars produced days, weeks or even months in advance, which may become stale
or obsolete prior to or shortly after publication and dissemination.
We
specialize in allowing clients to create their own Digital Signage dynamic
content feeds which are delivered online directly to their chosen, electronic
digital display devices at their various facilities. The only requirements our
clients must have are: (i) a supported, third-party Digital Signage and/or Kiosk
equipment solution, or similar device, which receives the data from our servers
online; and (ii) an Internet connection. Our Direct Lynk System is supported by
various, readily available third-party systems, varying in costs from
inexpensive monthly cloud-based licenses to much more extensive and expensive
content management/playback systems. Our Direct Lynk Systems allow customers to
select from the pre-determined data and information subscriptions of those
described above. We enable our clients to also select location specific content
they wish to receive based on how and where their Digital Signage network is
configured.
During the first quarter of fiscal 2014, we released our
"Playlist-Ready" content products, enhancing our ability to further accommodate
our current clients and appease new prospects. One product within the "Above the
Fold" line has received a high level of acceptance at the industry trade shows,
most recently at the Digital Signage Expo held in Las Vegas in March 2015. All
of our products and services can be viewed on our website: datacalltech.com.
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 currently
offer our Direct Lynk Messenger and DLMedia services to our clients and other
potential 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.
We continually add subscribers for our technology
throughout and intend to build and increase such subscribers moving forward.
Three Months Ended March 31, 2015 Compared to Three Months Ended March 31, 2014
Our revenues for the three months ended March 31, 2015 were $161,967 compared to
$166,775 for the three-month period ended March 31, 2014, representing a
decrease of $4,808 or 2.9% during the same period in the prior year. The
decrease in revenues was mainly due to seasonal fluctuations.
Costs of sales
for the three months ended March 31, 2015 were $34,645 compared to $32,574 for
the three-month period ended March 31, 2014, which represents an increase of
$2,071 or 6.3%. Costs of sales did not decrease in direct proportion to a
decrease in revenues because costs of sales are directly linked to the bandwidth
required to provide the subscription services. Costs of sales increased
substantially because of the new products.
Gross margins for the three months
ended March 31, 2015 were $127,322 compared to $134,201 or 78.6% for the
three-month period ended March 31, 2015 as compared to 80.5% for the three month
period ending March 31, 2014.
Selling, General and Administrative expenses
for the three months ended March 31, 2015 were $201,971 compared to $143,779 for
the three-month period ended March 31, 2014, representing an increase of $58,192
from the same period in the prior year. The increase in SG&A expenses is mainly
due to an increase in show expenses of $28,112 due to the fact that the company
for the first time in many years participated in the 2015 DSE Exposition and
expense incurred with the issuance of stock to consultants in the amount of
$26,600. Net loss for the three months ended March 31, 2015 was $76,535 compared
to a net loss of $13,292 for the three-month period ended March 31, 2014. The
Company's net loss was significantly higher for the first quarter due to the
show expense and the issuance of shares to consultants. The Company has
calculated that net income from operations for the first quarter of 2015 would
have been $4,783 if the non-cash items (expense for stock and options which
totaled $81,318) items were added back to the current net loss.
Liquidity and
Capital Resources
We had total current assets of $172,881 consisting of
$64,874 of cash, $96,637 in accounts receivable and prepaid expenses of $11,370
as of March 31, 2015. As of March 31, 2015, we had total current liabilities of
$115,174, which represented $33,529 in accounts payable, $5,854 in accrued
salaries, $21,366 in accrued interest and related liabilities, current deferred
revenues of $6,084 and $48,341 short-term notes payable.
We had a positive
working capital of $57,707 and an accumulated deficit of $9,402,049 on March 31,
2015.
We were provided $7,892 in our operating activities during the
three-month period ended March 31, 2015, which was mainly due to a net loss of
$76,535, a decrease in deferred revenues of $1,522 and increase in accounts
payable of $445 offset by a decrease in accounts receivables of $17,926,
non-cash compensation related to stock expense valued at $80,312, and non-cash
expenses related to options and warrants of $1,006. We had no investing
activities during the three-month period ended March 31, 2015. We used $1,759 in
financing activities during the three months ended March 31, 2015 for the
repayment of related party notes payable.
Due to our strong financial
position we do not see a need to raise additional funds. We will continue to
generate sufficient revenues and generate new revenues to support our
operations.
ITEM 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Back to Table of Contents
We have not entered
into, and do not expect to enter into, financial instruments for trading or hedging
purposes.
ITEM 4.
CONTROLS AND PROCEDURES Back to Table of Contents
Evaluation of disclosure controls and
procedures. As of March 31, 2015, 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 second quarter of 2015.
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, 2014, 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
(Principal Executive Officer)
Date: April 30, 2015
By: /s/ Gary Woerz
Gary Woerz
Chief Financial Officer
(Principal Financial and Principal Accounting Officer)
Date:
April 30, 2015
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:
April 30, 2015
By: /s/ Gary Woerz
Gary Woerz
Chief Financial Officer and Director
(Principal Financial and Principal Accounting Officer)
Date:
April 30, 2015
By: /s/ John Schafer
John Schafer
Director
Date:
April 30, 2015
