UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________
FORM 10-Q/A
___________________
ý
QUARTERLY REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended
September 30, 2016
Commission
file number 000-54696
DATA CALL
TECHNOLOGIES, INC.
(Exact Name Of Registrant
As Specified In Its Charter)
Nevada
|
30-0062823
|
(State of Incorporation)
|
(I.R.S. Employer Identification No.)
|
|
|
700
South Friendswood Drive, Suite E, Friendswood, TX
|
77546
|
(Address of Principal Executive Offices)
|
(ZIP Code)
|
Registrant's
Telephone Number, Including Area Code: (866) 219-2025
Indicate by check
mark whether the registrant (1) has filed all reports required to be filed by Section 13
or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days. Yes
x
No
¨
Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act).
Yes
¨
No
x
Indicate by check
mark whether the registrant is a large accelerated filer, an accelerated filer, or a
non-accelerated filer.
Large accelerated
filer
¨
|
Accelerated filer
¨
|
Non-Accelerated
filer
¨
|
Smaller reporting
company
x
|
On
October 25, 2016,
the Registrant had 144,976,421 shares of common stock outstanding.
EXPLANATORY NOTE
Data Call Technologies, Inc. is filing this Amendment No.
1 on Form 10-Q/A (this "Amendment") to its quarterly report on Form 10-Q for
the period ended September 30, 2016, which was originally filed on
October 25, 2016 (the "Original Filing"), to correct share-based
information related to reverse stock spilt, which
was not effectuated. This Amendment properly
reflects
changes in share-based information in our balance sheets and statements of
operations.
Except with respect to the above change, this Amendment
does not modify or update any other disclosures set forth in the Original
Filing. The remaining items contained within this Form 10-Q/A consist of all
other items originally contained in the Original Filing and are included for
the convenience of the reader.
In accordance with applicable SEC
rules, this Form 10-Q/A includes certifications from our Chief Executive
Officer and Chief Financial Officer as of the date of this filing.
Except as provided in this Explanatory Note, or as indicated in the
applicable disclosure, this Amendment has not been updated to reflect other
events occurring after the filing of the Original Filing and does not modify
or update information and disclosures in the Original Filing affected by
subsequent events. Accordingly, this Amendment should be read in conjunction
with the filings that we have made with the SEC subsequent to the date on
which we filed the Original Filing, together with any amendments to those
filings.
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION
ITEM
1. FINANCIAL STATEMENTS
Back to Table of Contents
Data Call
Technologies, Inc.
|
Balance Sheets
|
September 30, 2016 (Unaudited) and December
31, 2015
|
(As Restated)
|
Table of Contents
|
|
|
September 30, 2016
|
|
|
|
|
(Unaudited)
|
|
December 31, 2015
|
|
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(As Restated)
|
|
(As Restated)
|
Assets
|
|
|
|
|
Current assets:
|
|
|
|
|
Cash
|
$
|
72,049
|
$
|
85,810
|
Accounts receivable
|
|
79,281
|
|
56,846
|
Prepaid expenses
|
|
8,000
|
|
11,370
|
Total current assets
|
|
159,330
|
|
154,026
|
|
|
|
|
|
Property
and equipment
|
|
128,573
|
|
128,573
|
Less accumulated depreciation and amortization
|
|
126,877
|
|
126,364
|
Net property and equipment
|
|
1,696
|
|
2,209
|
|
|
|
|
|
Other
assets
|
|
800
|
|
800
|
Total assets
|
$
|
161,826
|
$
|
157,035
|
|
|
|
|
|
Liabilities
and Stockholders' Equity
|
|
|
|
|
|
|
|
|
|
Current
liabilities:
|
|
|
|
|
Accounts payable
|
$
|
26,562
|
$
|
18,684
|
Accounts payable - related party
|
|
2,853
|
|
3,767
|
Accrued
salaries - related party
|
|
1,800
|
|
42
|
Accrued interest
|
|
21,991
|
|
21,741
|
Convertible short-term note payable to
related party - in default
|
|
10,000
|
|
10,000
|
Deferred revenue - current
|
|
-
|
|
4,057
|
Short-term note payable to
related party - in default
|
|
27,787
|
|
33,064
|
Total current liabilities
|
|
90,993
|
|
91,355
|
|
|
|
|
|
Total liabilities
|
|
90,993
|
|
91,355
|
|
|
|
|
|
Stockholders'
equity:
|
|
|
|
|
Preferred stock, $0.001 par value. Authorized 10,000,000 shares:
|
|
|
|
|
Series A 12% Convertible - 800,000 shares issued and outstanding
|
|
|
|
|
at September 30, 2016 and December 31, 2015
|
|
800
|
|
800
|
Preferred stock, $0.001 par value. Authorized 1,000,000 shares:
|
|
|
|
|
Series B - 10,000 shares issued and outstanding
|
|
|
|
|
at September 30, 2016 and December 31, 2015
|
|
10
|
|
10
|
Common stock, $0.001 par value. Authorized
200,000,000 shares:
|
|
|
|
|
144,976,421 at September 30, 2016 and December 31, 2015
|
|
144,976
|
|
144,976
|
Additional paid-in capital
|
|
9,626,582
|
|
9,477,089
|
Accumulated deficit
|
|
(9,701,535)
|
|
(9,557,195)
|
Total stockholders' equity
|
|
70,833
|
|
65,680
|
Total liabilities and stockholders' equity
|
$
|
161,826
|
$
|
157,035
|
|
|
|
|
|
The
accompanying notes are an integral part of these financial statements.
|
DATA
CALL TECHNOLOGIES, INC.
|
Condensed
Statements of Operations
|
Three and
Nine Months Ended September 30, 2016 and 2015 (Unaudited)
|
(As Restated)
|
Back to Table of Contents
|
|
|
|
Three
Months
|
|
Three
Months
|
|
Nine
Months
|
|
Nine
Months
|
|
|
ended
|
|
ended
|
|
ended
|
|
ended
|
|
|
September
30, 2016
|
|
September
30, 2015
|
|
September
30, 2016
|
|
September
30, 2015
|
|
|
(As Restated)
|
|
(As Restated)
|
|
(As Restated)
|
|
(As Restated)
|
|
|
|
|
|
|
|
|
|
Revenues
|
|
|
|
|
|
|
|
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Sales
|
$
|
167,602
|
$
|
153,697
|
$
|
494,798
|
$
|
458,245
|
Cost of sales
|
|
41,076
|
|
39,244
|
|
118,528
|
|
109,382
|
Gross margin
|
|
126,526
|
|
114,453
|
|
376,270
|
|
348,863
|
|
|
|
|
|
|
|
|
|
Selling, general and administrative expenses
|
|
163,104
|
|
160,711
|
|
517,285
|
|
518,666
|
Depreciation and amortization expense
|
|
171
|
|
212
|
|
513
|
|
1,256
|
Total operating expenses
|
|
163,275
|
|
160,923
|
|
517,798
|
|
519,922
|
|
|
|
|
|
|
|
|
|
Other (income) expense
|
|
|
|
|
|
|
|
|
Interest income
|
|
(2)
|
|
(2)
|
|
(1,161)
|
|
(6)
|
Interest expense
|
|
1,241
|
|
1,366
|
|
3,973
|
|
4,098
|
Total expenses
|
|
164,514
|
|
162,287
|
|
520,610
|
|
524,014
|
|
|
|
|
|
|
|
|
|
Net income (loss)
before income taxes
|
|
(37,988)
|
|
(47,834)
|
|
(144,340)
|
|
(175,151)
|
|
|
|
|
|
|
|
|
|
Provision
for income taxes
|
|
-
|
|
-
|
|
-
|
|
-
|
Net income (loss)
|
$
|
(37,988)
|
$
|
(47,834)
|
$
|
(144,340)
|
$
|
(175,151)
|
|
|
|
|
|
|
|
|
|
Net income
(loss) per common share - basic and diluted:
|
|
|
|
|
|
|
|
|
Net income
(loss) applicable to common shareholders
|
$
|
(0.0
0)
|
$
|
(0.0
0)
|
$
|
(0.0
0)
|
$
|
(0.0
0)
|
|
|
|
|
|
|
|
|
|
Weighted
average common shares:
|
|
|
|
|
|
|
|
|
Basic
|
|
144,976,421
|
|
125,976,421
|
|
144,976,421
|
|
125,976,421
|
Diluted
|
|
144,976,421
|
|
125,976,421
|
|
144,976,421
|
|
125,976,421
|
|
The
accompanying notes are an integral part of these financial statements.
|
DATA
CALL TECHNOLOGIES INC.
|
Condensed
Statements of Cash Flows
|
Nine
Months Ended September 30, 2016 and 2015 (Unaudited)
|
Back to Table of Contents
|
|
|
|
Nine Months
|
|
Nine Months
|
|
|
Ended
|
|
Ended
|
|
|
September 30, 2016
|
|
September 30, 2015
|
Cash flows from operating activities:
|
|
|
|
|
Net loss
|
$
|
(144,340)
|
$
|
(175,151)
|
Adjustments to reconcile net loss to net cash
provided
by (used in) operating activities:
|
|
|
|
|
Depreciation
|
|
513
|
|
1,256
|
Stock-based
compensation
|
|
148,641
|
|
189,273
|
Option expense
|
|
851
|
|
2,531
|
Changes in operating assets and liabilities:
|
|
|
|
|
Accounts receivable
|
|
(22,435)
|
|
41,436
|
Prepaid expenses
|
|
3,370
|
|
(8,790)
|
Accounts payable
|
|
7,879
|
|
1,633
|
Accounts payable -
related party
|
|
(914)
|
|
(5,530)
|
Accrued expenses
|
|
250
|
|
375
|
Accrued expenses - related party
|
|
1,758
|
|
(5,461)
|
Deferred revenues
|
|
(4,057)
|
|
(4,563)
|
Net cash provided by (used in) operating activities
|
|
(8,484)
|
|
37,009
|
|
|
|
|
|
Cash flows
from financing activities:
|
|
|
|
|
Principal payment on borrowing from
related party
|
|
(5,277)
|
|
(5,277)
|
Net cash used in financing activities
|
|
(5,277)
|
|
(5,277)
|
|
|
|
|
|
Net increase (decrease) in cash
|
|
(13,761)
|
|
31,732
|
Cash at
beginning of year
|
|
85,810
|
|
58,741
|
Cash at
end of period
|
$
|
72,049
|
$
|
90,473
|
|
|
|
|
|
Supplemental Cash Flow Information:
|
|
|
|
|
Cash paid for interest
|
$
|
3,723
|
$
|
2,482
|
Cash paid for taxes
|
$
|
-
|
$
|
-
|
|
|
|
|
|
The
accompanying notes are an integral part of these financial statements.
|
DATA CALL TECHNOLOGIES, INC.
Notes to Financial Statements
September 30, 2016
Back to Table of
Contents
(1) Summary of Significant Accounting Policies
Organization, Ownership and Business
Data Call Technologies, Inc. (the "Company") was
incorporated under the laws of the State of Nevada in 2002. The Company's
mission is to integrate cutting-edge information delivery solutions that are
currently deployed by the media, and put them within the control of retail
and commercial enterprises. The Company's software and services put its
clients in control of real-time advertising, news, and other content,
including emergency alerts, within one building or 10,000, local or
thousands of miles away.
The accompanying unaudited financial statements have been
prepared in accordance with U. S. generally accepted accounting principles
("GAAP") for interim financial information and with the instructions to Form
10-Q. Accordingly, they do not include all of the information and footnotes
required by GAAP for complete financial statements. In the opinion of
management, all adjustments (consisting of normal recurring adjustments)
considered necessary for a fair presentation have been included. Operating
results for the three and nine-month period ended September 30, 2016 are not
indicative of the results that may be expected for the year ending December
31, 2016.
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, 2015.
Cash and Cash Equivalents
For purposes of the statement of cash flows, the Company
considers all highly liquid investment instruments purchased with original
maturities of three months or less to be cash equivalents. There were no
cash equivalents as of September 30, 2016 or December 31, 2015.
Revenue Recognition
The Company recognizes revenues based on monthly fees for
services provided to customers. Some customers prepay for annual services
and the Company defers such amounts and amortizes them into revenues as the
service is provided.
Accounts Receivable
Accounts receivable consist primarily of trade
receivables. The Company provides an allowance for doubtful trade
receivables equal to the estimated uncollectible amounts. That estimate is
based on historical collection experience, current economic and market
conditions and a review of the current status of each customer's trade
accounts receivable. The allowance for doubtful trade receivables was $0 as
of September 30, 2016 and December 31, 2015 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.
Restatements
During the second quarter of fiscal 2017,
the Company decided to not effectuate a previously declared reverse split of
its
common stock. Our financial statements have thus been restated to recognize
changes in share-based information in our balance sheets and statements of
operations. Please see Note 6 for more information.
Fair Value of Financial Instruments
The Company estimates the fair value of its financial
instruments using available market information and appropriate valuation
methodologies. However, considerable judgment is required in interpreting
market data to develop the estimates of fair value. Accordingly, the Company
estimates of fair value are not necessarily indicative of the amounts that
the Company could realize in a current market exchange. The use of different
market assumption and/or estimation methodologies may have a material effect
on the estimated fair value amounts. The interest rates payable by the
Company on its notes payable approximate market rates. The Company believes
that the fair value of its financial instruments comprising accounts
receivable, notes receivable, accounts payable, and notes payable
approximate their carrying amounts.
On January 1, 2009, the Company adopted an accounting
standard for applying fair value measurements to certain assets, liabilities
and transactions that are periodically measured at fair value. The adoption
did not have a material effect on the Company's financial position, results
of operations or cash flows. In August 2009, the FASB issued an amendment to
the accounting standards related to the measurement of liabilities that are
routinely recognized or disclosed at fair value. This standard clarifies how
a company should measure the fair value of liabilities, and that
restrictions preventing the transfer of a liability should not be considered
as a factor in the measurement of liabilities within the scope of this
standard. This standard became effective for the Company on October 1, 2009.
The adoption of this standard did not have a material impact on the
Company's financial statements. The fair value accounting standard creates a
three level hierarchy to prioritize the inputs used in the valuation
techniques to derive fair values. The basis for fair value measurements for
each level within the hierarchy is described below with Level 1 having the
highest priority and Level 3 having the lowest.
Level 1: Quoted prices in active
markets for identical assets or liabilities.
Level 2: Quoted prices for similar
assets or liabilities in active markets; quoted prices for identical or similar
instruments in markets that are not active; and model-derived valuations in
which all significant inputs are observable in active markets.
Level 3: Valuations derived from
valuation techniques in which one or more significant inputs are unobservable.
The following table presents the
Company's Assets and Liabilities within the fair value hierarchy utilized to
measure fair value on a recurring basis as of September 30, 2016 and December
31, 2015:
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
September
30, 2016
|
$
|
0
|
$
|
0
|
$
|
0
|
December
31, 2015
|
$
|
0
|
$
|
0
|
$
|
0
|
Recent Accounting Pronouncements
In August, 2016, the FASB issued ASU No. 2016-15,
Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts
and Cash Payments(a consensus of the Emerging Issues Task Force). Effective
for public business entities for fiscal years beginning after December 15,
2017, and interim periods within those fiscal years. For all other entities,
the amendments are effective for fiscal years beginning after December 15,
2018, and interim periods within fiscal years beginning after December 15,
2019. Early adoption is permitted, including adoption in an interim period.
If an entity early adopts the amendments in an interim period, any
adjustments should be reflected as of the beginning of the fiscal year that
includes that interim period. An entity that elects early adoption must
adopt all of the amendments in the same period.
In June, 2016, the FASB issued ASU No. 2016-13, Financial
Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on
Financial Instruments. For public business entities that are U.S. Securities
and Exchange Commission (SEC) filers, the amendments in this Update are
effective for fiscal years beginning after December 15, 2019, including
interim periods within those fiscal years. For all other public business
entities, the amendments in this Update are effective for fiscal years
beginning after December 15, 2020, including interim periods within those
fiscal years. For all other entities, including not-for-profit entities and
employee benefit plans within the scope of Topics 960 through 965 on plan
accounting, the amendments in this Update are effective for fiscal years
beginning after December 15, 2020, and interim periods within fiscal years
beginning after December 15, 2021. All entities may adopt the amendments in
this Update earlier as of the fiscal years beginning after December 15,
2018, including interim periods within those fiscal years.
In May, 2016, the FASB issued ASU No. 2016-12, Revenue
from Contracts with Customers (Topic 606): Narrow-Scope Improvements and
Practical Expedients. The amendments in this Update affect the guidance in
Accounting Standards Update 2014-09, Revenue from Contracts with Customers
(Topic 606), which is not yet effective. The effective date and transition
requirements for the amendments in this Update are the same as the effective
date and transition requirements for Topic 606 (and any other Topic amended
by Update 2014-09). Accounting Standards Update 2015-14,Revenue from
Contracts with Customers (Topic 606): Deferral of the Effective Date, defers
the effective date of Update 2014-09 by one year.
In April, 2016, the FASB issued ASU No. 2016-10, Revenue
from Contracts with Customers (Topic 606): Identifying Performance
Obligations and Licensing. The amendments in this Update affect the guidance
in Accounting Standards Update 2014-09, Revenue from Contracts with
Customers (Topic 606), which is not yet effective. The effective date and
transition requirements for the amendments in this Update are the same as
the effective date and transition requirements in Topic 606 (and any other
Topic amended by Update 2014-09). Accounting Standards Update
2015-14,Revenue from Contracts with Customers (Topic 606): Deferral of the
Effective Date, defers the effective date of Update 2014-09 by one year.
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 third quarter of 2013, the Company issued
unregistered shares as follows: (i) 1,000,000 restricted shares to Jim Tevis,
the Company's CTO, in connection with the execution of a new 2 year
consulting agreement. The restricted shares were valued at $0.0185 per share
using the closing price of the stock on the date of grant. Total expense
associated with the issuances is calculated at $18,500 to be recognized over
the 2 year term of the agreement. The expense recognized in the nine months
ended September 30, 2016 was $Nil. The expense recognized in the nine months
ended September 30, 2015 was $6,919.
During the first quarter of 2013, the Company issued
unregistered shares as follows: (i) 7,500,000 restricted shares to Tim Vance,
the Company's CEO, in connection with the execution of a new 5 year
employment agreement; and 7,500,000 restricted shares to Gary Woerz, the
Company's newly designated CFO, in connection with the execution of a new 5
year employment agreement. The restricted shares were valued at $0.06 per
share using the closing price of the stock on the date of grant. Total
expense associated with the issuances is calculated at $900,000 to be
recognized over the 5 year term of the agreements. The expense recognized in
the third quarter of 2016 was $44,805 (2015: $44,805) and $133,441 for the
nine months ended September 30, 2016 (2015: $132,954). The January 2013
employment agreements calls for a 5 year term ending January 30, 2018,
annual compensation of $85,000 per year for services as CEO, annual
compensation of $52,000 per year for services as CFO, 500,000 options to the
CEO and 400,000 options to the CFO in addition to the 7,500,000 restricted
shares to each the CEO and CFO.
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 $Nil (September 30, 2015: $524) in stock
option compensation expense, in relation to these options for the nine month
period ended September 30, 2016. The Black-Scholes model calculations
included stock price on date of measurement of $0.30, exercise price of
$0.001, a term of 1.5 years, computed volatility of 348% and a discount rate
of 0.27%. The January 2014 employment agreements calls for a 5 year term
ending January 30, 2018, annual compensation of $85,000 per year for
services as CEO, annual compensation of $52,000 per year for services as
CFO, 500,000 options to the CEO and 400,000 options to the CFO in addition
to the 7,500,000 restricted shares to each the CEO and CFO.
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
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 $266 (September 30,
2015: $2,007) in stock option compensation expense, in relation to these
options for the nine month period ended September 30, 2016. The
Black-Scholes model calculations included stock price on date of measurement
of $0.0036, exercise price of $0.001, a term of 1.5 years, computed
volatility of 251% and a discount rate of 0.33%. The January 2015 employment
agreements calls for a 5 year term ending January 30, 2018, annual
compensation of $85,000 per year for services as CEO, annual compensation of
$52,000 per year for services as CFO, 500,000 options to the CEO and 400,000
options to the CFO in addition to the 7,500,000 restricted shares to each the
CEO and CFO.
During the first quarter of 2016, 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 $585 (September 30, 2015: $Nil) in stock
option compensation expense, in relation to these options for the nine month
period ended September 30, 2016. The Black-Scholes model calculations
included stock price on date of measurement of $0.0014, exercise price of
$0.001, a term of 3 years, computed volatility of 105% and a discount rate
of 1.01%. The January 2016 employment agreements calls for a 5 year term
ending January 30, 2018, annual compensation of $85,000 per year for
services as CEO, annual compensation of $52,000 per year for services as
CFO, 500,000 options to the CEO and 400,000 options to the CFO in addition
to the 7,500,000 restricted shares to each the CEO and CFO.
The Company issued a total of twelve million (12,000,000
restricted shares) of the Company's common stock as follows: 6,000,000
restricted shares in the name of Timothy E. Vance and 6,000,000 restricted
shares in the name of Gary D. Woerz valued at $0.0038 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, and 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 company expensed $Nil for the quarter ending
September 30, 2016 and $7,600 for the quarter ending September 30, 2015. The
company expensed $15,200 for the nine month period ended September 30, 2016
and $22,800 for the nine month period ended September 30, 2015. The total
value of the 12,000,000 shares granted is $45,600.
During 2009, the Company received cash in the sum of
$50,000 from a shareholder for a Convertible Note Payable at a 10% interest
rate. On July 30, 2015, the Company entered into an amendment agreement for
the previously convertible note. The amendment removed the prior conversion
feature of the note and amended the due date to September 30, 2016. The
remaining balance of the note as of September 30, 2016 and December 31, 2015
was $27,787 and $33,064, respectively. The interest for the note payable has
been calculated annually and has been paid for the quarter ended September
30, 2016 and the year ended December 31, 2015.
As of September 30, 2016 and December 31, 2015,
convertible notes payable to related party had a balance of $10,000. The
note is past due and considered in default. The interest for the note
payable has been calculated annually and has been accrued for the quarter
ended September 30, 2016 and the year ended December 31, 2015.
As of September 30, 2016 and December 31, 2015, the total
due to management for past accrued salaries is $1,800 and $42, respectively.
As of September 30, 2016 and December 31, 2015, the total
due to management included in accounts payable is $2,853 and $3,767,
respectively.
During the nine month periods ended September 30, 2016
and September 30, 2015, the company repaid a total of $5,277 and $5,277,
respectively, to related parties on various note payables.
(3) Capital Stock, Warrants and Options
The Company is authorized to issue up to 10,000,000
shares of Preferred Stock, $0.001 par value per share, of which 800,000
shares of Series A convertible preferred stock are outstanding at September
30, 2016 and December 31, 2015. 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 $0.001 per
share ("Common Stock") based upon Fifty (50%) percent of the average closing
bid price of the Common Stock During the ten (10) day period prior to the
conversion. The Company has not declared or accrued any dividends and as of
September 30, 2016 or December 31, 2015. Unaccrued and undeclared dividends
were $3,600 and $4,800 as of September 30, 2016 and December 31, 2015,
respectively.
During the first quarter of 2013, the Company issued
unregistered shares as follows: (i) 7,500,000 restricted shares to Tim Vance,
the Company's CEO, in connection with the execution of a new 5 year
employment agreement; and 7,500,000 restricted shares to Gary Woerz, the
Company's newly designated CFO, in connection with the execution of a new 5
year employment agreement. The restricted shares were valued at $0.06 per
share using the closing price of the stock on the date of grant. Total
expense associated with the issuances is calculated at $900,000 to be
recognized over the 5 year term of the agreements. The expense recognized in
the third quarter of 2016 was $44,805 (2015: $44,805) and $133,441 for the
nine months ended September 30, 2016 (2015: $132,954). The January 2013
employment agreements calls for a 5 year term ending January 30, 2018,
annual compensation of $85,000 per year for services as CEO, annual
compensation of $52,000 per year for services as CFO, 500,000 options to the
CEO and 400,000 options to the CFO in addition to the 7,500,000 restricted
shares to each the CEO and CFO.
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 issued a total of twelve million (12,000,000
restricted shares) of the Company's common stock as follows: 6,000,000
restricted shares in the name of Timothy E. Vance and 6,000,000 restricted
shares in the name of Gary D. Woerz valued at $0.0038 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, and 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 company expensed $Nil for the quarter ending
September 30, 2016 and $7,600 for the quarter ending September 30, 2015. The
company expensed $15,200 for the nine month period ended September 30, 2016
and $22,800 for the nine month period ended September 30, 2015. The total
value of the 12,000,000 shares granted is $45,600.
During the first quarter of 2016, 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 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 Black-Scholes model calculations
included stock price on date of measurement of $0.0014, exercise price of
$0.001, a term of 3 years, computed volatility of 105% and a discount rate
of 1.01%. 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
|
2.49
|
$0.001
|
900,000
|
The Company recorded $585 (September 30, 2015: $Nil) in stock option
compensation expense, in relation to these options for the nine month period
ended September 30, 2016. Total stock option compensation expense is
calculated at $884.
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. The Black-Scholes model calculations
included stock price on date of measurement of $0.0036, exercise price of
$0.001, a term of 1.5 years, computed volatility of 251% and a discount rate
of 0.33%. 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
|
0.99
|
$0.001
|
900,000
|
The Company recorded $266 (September 30, 2015: $2,007) in
stock option compensation expense, in relation to these options for the nine
month period ended September 30, 2016. 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 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. The Black-Scholes model calculations
included stock price on date of measurement of $0.003, exercise price of
$0.001, a term of 1.5 years, computed volatility of 256% and a discount rate
of 0.34%. 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
|
0.82
|
$0.001
|
900,000
|
The Company recorded $Nil (September 30, 2015: $524) in
stock option compensation expense, in relation to these options for the nine
month period ended September 30, 2016. Total stock option compensation
expense is calculated at $2,877.
During the third
quarter of 2013, the Company issued unregistered shares as follows: (i)
1,000,000 restricted shares to Jim Tevis, the Company's CTO, in connection with
the execution of a new 2 year consulting agreement. The restricted shares
were valued at $0.0185 per share using the closing price of the stock on the
date of grant. Total expense associated with the issuances is calculated at
$18,500 to be recognized over the 2 year term of the agreement. The expense
recognized in the nine months ended September 30, 2016 was $Nil. The expense
recognized in the nine months ended September 30, 2015 was $6,919.
The Company is authorized to issue up to 200,000,000 shares
of Common Stock of which 144,976,421 are issued and outstanding at September
30, 2016 and December 31, 2015.
(4) Property and Equipment
Major classes of property and equipment together with their estimated useful lives,
consisted of the following:
|
Years
|
|
September 30, 2016
|
|
December 31, 2015
|
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
|
|
|
128,877
|
|
126,364
|
Net property
and equipment
|
|
$
|
1,696
|
$
|
2,209
|
(5) Shareholder Notes Payable and Convertible Notes
Payable
Repayments on shareholder notes payable during the nine month period ended
September 30, 2016 totaled $5,277 (2015: $5,277).
(6) Restatements
During the second quarter of fiscal 2017,
the Company decided to not effectuate a previously declared 1 for 30 reverse split of
its
common stock. Our financial statements have thus been restated to recognize
changes in share-based information in our balance sheets and statements of
operations.
See below for the effects of the adjustments on the
Company's previously filed financial statements as of September 30, 2016.
Balance Sheets as of September 30, 2016
|
|
|
|
|
|
|
|
|
(As Filed)
|
|
Adjustments
|
|
(As Restated)
|
Stockholders'
equity:
|
|
|
|
|
|
|
Preferred stock, $0.001 par value. Authorized 10,000,000 shares:
|
|
|
|
|
|
|
Series A 12% Convertible - 800,000 shares issued and outstanding
|
|
|
|
|
|
|
at September 30, 2016 and December 31, 2015
|
|
800
|
|
-
|
|
800
|
Preferred stock, $0.001 par value. Authorized 1,000,000 shares:
|
|
|
|
|
|
|
Series B - 10,000 shares issued and outstanding
|
|
|
|
|
|
|
at September 30, 2016 and December 31, 2015
|
|
10
|
|
-
|
|
10
|
Common stock, $0.001 par value. Authorized
200,000,000 shares:
|
|
|
|
|
|
|
144,976,421 at September 30, 2016
|
|
4,833
|
|
140,143
|
|
144,976
|
Additional paid-in capital
|
|
9,766,725
|
|
(140,143)
|
|
9,626,582
|
Accumulated deficit
|
|
(9,701,535)
|
|
-
|
|
(9,701,535)
|
Total stockholders' equity
|
|
70,833
|
|
-
|
|
70,833
|
Total liabilities and stockholders' equity
|
$
|
161,826
|
$
|
-
|
$
|
161,826
|
|
|
|
|
|
|
|
Balance Sheets as of December 31, 2015
|
|
|
|
|
|
|
|
|
(As Filed)
|
|
Adjustments
|
|
(As Restated)
|
Stockholders'
equity:
|
|
|
|
|
|
|
Preferred stock, $0.001 par value. Authorized 10,000,000 shares:
|
|
|
|
|
|
|
Series A 12% Convertible - 800,000 shares issued and outstanding
|
|
|
|
|
|
|
at September 30, 2016 and December 31, 2015
|
|
800
|
|
-
|
|
800
|
Preferred stock, $0.001 par value. Authorized 1,000,000 shares:
|
|
|
|
|
|
|
Series B - 10,000 shares issued and outstanding
|
|
|
|
|
|
|
at September 30, 2016 and December 31, 2015
|
|
10
|
|
-
|
|
10
|
Common stock, $0.001 par value. Authorized
200,000,000 shares:
|
|
|
|
|
|
|
144,976,421 at September 30, 2016 and December 31, 2015
|
|
4,833
|
|
140,143
|
|
144,976
|
Additional paid-in capital
|
|
9,617,232
|
|
(140,143)
|
|
9,477,089
|
Accumulated deficit
|
|
(9,557,195)
|
|
-
|
|
(9,557,195)
|
Total stockholders' equity
|
|
65,680
|
|
-
|
|
65,680
|
Total liabilities and stockholders' equity
|
$
|
157,035
|
$
|
-
|
$
|
157,035
|
|
|
|
|
|
|
|
Statement
of Operations for the three-month period ended September 30, 2016
|
|
|
|
|
|
|
|
|
As Filed
|
|
Adjustments
|
|
As Restated
|
|
|
|
|
|
|
|
Net income
(loss) per common share - basic and diluted:
|
|
|
|
|
|
|
Net income
(loss) applicable to common shareholders
|
$
|
(0.0
1)
|
$
|
0.01
|
$
|
(0.0
0)
|
|
|
|
|
|
|
|
Weighted
average common shares:
|
|
|
|
|
|
|
Basic
|
|
4,832,547
|
|
140,143,874
|
|
144,976,421
|
Diluted
|
|
4,832,547
|
|
140,143,874
|
|
144,976,421
|
Statement
of Operations for the nine-month period ended September 30, 2016
|
|
|
|
|
|
|
|
|
As Filed
|
|
Adjustments
|
|
As Restated
|
|
|
|
|
|
|
|
Net income
(loss) per common share - basic and diluted:
|
|
|
|
|
|
|
Net income
(loss) applicable to common shareholders
|
$
|
(0.0
3)
|
$
|
0.03
|
$
|
(0.0
0)
|
|
|
|
|
|
|
|
Weighted
average common shares:
|
|
|
|
|
|
|
Basic
|
|
4,832,547
|
|
140,143,874
|
|
144,976,421
|
Diluted
|
|
4,832,547
|
|
140,143,874
|
|
144,976,421
|
Statement
of Operations for the three-month period ended September 30, 2015
|
|
|
|
|
|
|
|
|
As Filed
|
|
Adjustments
|
|
As Restated
|
|
|
|
|
|
|
|
Net income
(loss) per common share - basic and diluted:
|
|
|
|
|
|
|
Net income
(loss) applicable to common shareholders
|
$
|
(0.0
1)
|
$
|
0.01
|
$
|
(0.0
0)
|
|
|
|
|
|
|
|
Weighted
average common shares:
|
|
|
|
|
|
|
Basic
|
|
4,199,214
|
|
121,777,207
|
|
125,976,421
|
Diluted
|
|
4,199,214
|
|
121,777,207
|
|
125,976,421
|
Statement
of Operations for the nine-month period ended September 30, 2015
|
|
|
|
|
|
|
|
|
As Filed
|
|
Adjustments
|
|
As Restated
|
|
|
|
|
|
|
|
Net income
(loss) per common share - basic and diluted:
|
|
|
|
|
|
|
Net income
(loss) applicable to common shareholders
|
$
|
(0.0
4)
|
$
|
0.04
|
$
|
(0.0
0)
|
|
|
|
|
|
|
|
Weighted
average common shares:
|
|
|
|
|
|
|
Basic
|
|
4,199,214
|
|
121,777,207
|
|
125,976,421
|
Diluted
|
|
4,199,214
|
|
121,777,207
|
|
125,976,421
|
(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. 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
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Some of the statements contained in this quarterly report of
Data Call Technologies, Inc., Nevada corporation (hereinafter referred to as
"we", "us", "our", "Company" and the "Registrant") discuss future expectations,
contain projections of our plan of operation or financial condition or state
other forward-looking information. Forward-looking statements give our current
expectations or forecasts of future events. You can identify these statements by
the fact that they do not relate strictly to historical or current facts. They
use of words such as "anticipate," "estimate," "expect," "project," "intend,"
"plan," "believe," and other words and terms of similar meaning in connection
with any discussion of future operating or financial performance. From time to
time, we also may provide forward-looking statements in other materials we
release to the public.
Data Call Technologies, Inc. ("Data Call," or the
"Company") was incorporated under the laws of the State of Nevada as Data
Call Wireless on April 4, 2002. On March 1, 2006, we changed our name to
Data Call Technologies, Inc.
Our mission is to integrate cutting-edge
information/content delivery solutions currently deployed by the media and
make this content rapidly available to and within the control of our retail
and commercial clients. The Company's software and services put its clients
in control of real-time, news, and other content, including emergency
alerts, displayed within one building to thousands of local, regional, and
national clients, through Digital Signage and Kiosk networks.
Our business plan is to focus on growing our client base
by continued offering of real-time information/content, seeking to
continually improve the delivery, security, and variety of
information/content to the Digital Signage and Kiosk community.
Overview
What Is Digital Signage?
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 has 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:
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Headline
News top world and national news headlines;
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Business
News top business headlines;
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Financial
Highlights world-based financial indicators ;
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Entertainment
News top entertainment headlines;
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Health/Science
News top science/health headlines;
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Quirky News
Bits latest off-beat news headlines;
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Sports
Headlines top sports headlines
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Latest
Sports Lines - latest sports odds for NFL, NBA, NHL, NCAA Football and NCAA Basketball;
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National
Football League latest game schedule and in-game updates;
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National
Basketball Association - latest game schedule and in-game updates;
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Major
League Baseball - latest game schedule and in-game updates;
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National
Hockey League - latest game schedule and in-game updates;
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NCAA
Football - latest game schedule and in-game updates;
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NCAA Men's
Basketball - latest game schedule and in-game updates;
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Professional
Golf Association top 10 leaders continuously updated throughout the four-day tournament;
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NASCAR top
10 race positions updated every 20 laps throughout the race;
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Major
league soccer;
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Traffic
Mapping;
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Animated
Doppler Radar and Forecast Maps;
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Listings of
the day's horoscopes;
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Listings of
the birthdays of famous persons born on each day;
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Amber
alerts;
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Listings of
historical events which occurred on each day in history; and
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Localized
Traffic and Weather Forecasts.
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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 2016.
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 September 30, 2016 Compared to Three Months Ended
September 30, 2015
Our revenues for the three months ended September 30, 2016 were $167,602,
compared to $153,697 for the three-month period ended September 30, 2015,
representing an increase of $13,905 or approximately 9.0%. The increase in
revenues was mainly due to additional sales and marketing efforts.
Costs of sales for the three months ended September 30, 2016 were $41,076
compared to $39,244 for the three-month period ended September 30, 2015,
cost of sales for the quarter increased $1,832. These costs are related to
the licensing and royalty expense required providing enhanced subscription
services.
Gross margins for the three months ended September 30, 2016 were $126,526
compared to $114,453 as of September 30, 2015, or 75.5% for the three-month
period ended September 30, 2016 as compared to 74.5% for the three month
period ending September 30, 2015.
Selling, General and Administrative expenses for the three months ended
September 30, 2016 were $163,104 compared to $160,711 for the three-month
period ended September 30, 2015, representing an increase of $2,393 from the
same period in the prior year. The increase in SG&A expenses is mainly due
to an increase in personnel. Net loss for the three months ended September
30, 2016 was $37,988 compared to a net loss of $47,834 for the three-month
period ended September 30, 2015. The Company's net loss was significantly
lower for the third quarter of 2016 due to increased operational
efficiencies and the increase in new sales. The Company has calculated that
net income from operations for the third quarter of 2016 would have been
$7,039 if the non-cash items (expense for stock for services and options
which totaled $45,027) were added back to the current net loss.
Nine months Ended September 30, 2016 Compared to Nine months Ended
September 30, 2015
Our revenues for the nine months ended September 30, 2016 were $494,798,
compared to $458,245 for the nine-month period ended September 30, 2015,
representing an increase of $36,553 or approximately 8.0%. The increase in
revenues was mainly due to additional sales and marketing efforts.
Costs of sales for the nine months ended September 30, 2016 were
$118,528, compared to $109,382 for the same period of the prior year. This
increase was due the costs related to the licensing and royalty expense
required to provide the subscription services and the additional cost
associated with the increase in revenue.
Gross margins for the nine months ended September 30, 2016 were $ 376,270
compared to $348,863 as of September 30, 2015, or 76.1% for the nine month
period ended September 30, 2016 as compared to 76.1% for the nine month
period ending September 30, 2015.
Selling, General and Administrative expenses for the nine months ended
September 30, 2016 were $517,285 compared to $518,666 for the nine month
period ended September 30, 2015, representing a decrease of $1,381 from the
same period in the prior year. The decrease in SG&A expenses is mainly due
to managements ongoing efforts to increase operational efficiencies. Net
loss for the nine months ended September 30, 2016 was $144,340 compared to a
net loss of $175,151 for the nine month period ended September 30, 2015. The
Company's net loss was significantly lower for the third quarter of 2016 due
to increased operational efficiencies and the increase in new sales. The
Company has calculated that net loss from operations for the nine month
period ended September 30, 2016 would have been $5,152 if the non-cash items
(expense for stock for services and options which totaled $149,492 were
added back to the current net loss.
Liquidity and Capital Resources
As of September 30, 2016, we had total current assets of $159,330,
consisting of $ 72,049 in cash, $79,281 in accounts receivable and $8,000 in
prepaid expenses and had total current liabilities of $90,993 consisting or
$29,415 in accounts payable, $23,791 in accrued expenses and $37,787 in
notes payable.
At September 30, 2016, we had a positive working capital of $68,337 and
an accumulated deficit since inception of $9,701,535. The Company had net
cash used by operating activities of $8,484 during the nine-month period
ended September 30, 2016, which was mainly due to a net loss of $144,340,
stock for services and options expense of $149,492, an increase in accounts
receivable of $22,435, offset by an increase in accounts payable of $6,965,
an increase in accrued expenses of $2,008, a decrease in prepaid expenses of
$3,370, depreciation expense of $513 and a decrease in deferred revenue of
$4,057.
We had no investing activities during the nine-month period ended
September 30, 2016. We used $5,277 in our financing activities during the
nine months ended September 30, 2016 for the repayment of a shareholder
notes payable.
ITEM 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
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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
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valuation of Disclosure Controls and
Procedures.
As of
September 30, 2016, 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 as provided under
the
Committee of Sponsoring
Organizations of the Treadway Commission in Internal Control-Integrated
Framework (2013)
, our chief executive officer and chief financial
officer concluded that our disclosure controls and procedures were
ineffective as September 30, 2016.
Management has identified corrective actions to address the weaknesses and
plans to implement them during the fourth quarter of 2016.
Changes
in Internal Control Over Financial Reporting
There were no changes in
the Company's internal control over financial reporting during the
third quarter of 2016, which were identified in connection with
management's evaluation required by paragraph (d) of Rules 13a-15 and
15d-15 under the Exchange Act, that have materially affected, or are
reasonably likely to materially affect, the Company's internal control
over financial reporting.
PART II - OTHER INFORMATION
ITEM 1. LEGAL
PROCEEDINGS
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None.
ITEM 1A.
RISK FACTORS
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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, 2015, 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
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None.
ITEM
3. DEFAULTS UPON SENIOR SECURITIES
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None.
ITEM
4. MINE SAFETY DISCLOSURE
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None.
ITEM
5. OTHER INFORMATION
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None.
ITEM
6. EXHIBITS
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(a) The following documents
are filed as exhibits to this report on Form 10-Q/A 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.
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Description
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31.1
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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.
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31.2
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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.
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32.1
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Certification of CEO pursuant
to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
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32.2
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Certification of CFO pursuant
to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
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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: June 15, 2017
By:
/s/
Gary Woerz
Gary Woerz
Chief Financial Officer
(Principal Financial and Principal Accounting Officer)
Date:
June 15, 2017