We could not find any results for:
Make sure your spelling is correct or try broadening your search.
Share Name | Share Symbol | Market | Type |
---|---|---|---|
Data Call Technologies Inc (PK) | USOTC:DCLT | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.002 | 0.002 | 0.002 | 0.00 | 00:00:00 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________
FORM 10-Q
___________________
ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2018
Commission
file number 000-54696
DATA CALL
TECHNOLOGIES, INC.
(Exact Name Of Registrant
As Specified In Its Charter)
Nevada | 30-0062823 |
(State of Incorporation) | (I.R.S. Employer Identification No.) |
700 South Friendswood Drive, Suite E, Friendswood, TX | 77546 |
(Address of Principal Executive Offices) | (ZIP Code) |
Registrant's Telephone Number, Including Area Code: (866) 219-2025
Indicate by check
mark whether the registrant (1) has filed all reports required to be filed by Section 13
or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days. Yes
x
No
¨
Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act).
Yes
¨
No
x
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.
Large accelerated filer ¨ | Accelerated filer ¨ | Non-Accelerated filer ¨ | Smaller reporting company x |
On July 27, 2018, the Registrant had 155,484,165 shares of common stock outstanding.
Item |
Description |
Page |
____ | _________ | ____ |
PART I - FINANCIAL INFORMATION |
||
ITEM 1. | FINANCIAL STATEMENTS. | 3 |
ITEM 2. | MANAGEMENT'S DISCUSSION AND ANALYSIS AND RESULTS OF OPERATION. | 13 |
ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK . | 17 |
ITEM 4. | CONTROLS AND PROCEDURES. | 17 |
PART II - OTHER INFORMATION |
||
ITEM 1. | LEGAL PROCEEDINGS. | 18 |
ITEM 1A. | RISK FACTORS. | 18 |
ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS. | 18 |
ITEM 3. | DEFAULT UPON SENIOR SECURITIES. | 18 |
ITEM 4. | MINE SAFETY DISCLOSURE . | 18 |
ITEM 5. | OTHER INFORMATION. | 18 |
ITEM 6. | EXHIBITS. | 18 |
PART I - FINANCIAL INFORMATION
ITEM
1. FINANCIAL STATEMENTS
Back to Table of Contents
Assets
Liabilities
and Stockholders' Equity
DATA CALL TECHNOLOGIES, INC.
(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 and six-month
period ended June 30, 2018 are not indicative of the results that may be
expected for the year ending December 31, 2018.
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, 2017.
Cash and Cash Equivalents
For
purposes of the statement of cash flows, the Company considers all highly
liquid investment instruments purchased with original maturities of three
months or less to be cash equivalents. There were no cash equivalents as of
June 30, 2018 or December 31, 2017.
Revenue Recognition
The Company
recognizes revenues based on monthly fees for services provided to
customers. Some customers prepay for annual services and the Company defers
such amounts and amortizes them into revenues as the service is provided.
Accounts Receivable
Accounts
receivable consist primarily of trade receivables. The Company provides an
allowance for doubtful trade receivables equal to the estimated
uncollectible amounts. That estimate is based on historical collection
experience, current economic and market conditions and a review of the
current status of each customer's trade accounts receivable. The allowance
for doubtful trade receivables was $0 as of June 30, 2018 and December 31,
2017 as we believe all of our receivables are fully collectable.
Property, Equipment and Depreciation
Property
and equipment are recorded at cost less accumulated depreciation. Upon
retirement or sale, the cost of the assets disposed of and the related
accumulated depreciation are removed from the accounts, with any resultant
gain or loss being recognized as a component of other income or expense.
Depreciation is computed over the estimated useful lives of the assets (3-5
years) using the straight-line method for financial reporting purposes and
accelerated methods for income tax purposes. Maintenance and repairs are
charged to operations as incurred.
Advertising Costs
The cost of
advertising is expensed as incurred.
Research and Development
Research
and development costs are expensed as incurred.
Product Development Costs
Product
development costs consist of cost incurred to develop the Company's website
and software for internal and external use. All product development costs
are expensed as incurred.
Income Taxes
The Company
is a taxable entity and recognizes deferred tax assets and liabilities for
the future tax consequences attributable to differences between the
financial statement carrying amounts of existing assets and liabilities and
their respective tax basis. Deferred tax assets and liabilities are measured
using enacted tax rates expected to be in effect when the temporary
differences reverse. The effect on the deferred tax assets and liabilities
of a change in tax rates is recognized in income in the year that includes
the enactment date of the rate change. A valuation allowance is used to
reduce deferred tax assets to the amount that is more likely than not to be
realized.
Use of Estimates
The
preparation of financial statements in conformity with U. S. GAAP requires
management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts
of revenues and expenses during the reporting period. Actual results could
vary from those estimates.
Beneficial Conversion Feature
Convertible
debt includes conversion terms that are considered in the money compared to
the market price of the stock on the date of the related agreement. The
Company calculates the beneficial conversion feature and records a debt
discount with the amount being amortized to interest expense over the term
of the note.
Management's Estimates and Assumptions
The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities, disclosure of
contingent assets and liabilities at the date of the financial statements,
and the reported amounts of revenues and expenses. Actual results could
differ from these estimates.
Stock-Based Compensation
We account
for stock-based compensation in accordance with "FASB ASC 718-10."
Stock-based compensation expense recognized during the period is based on
the value of the portion of share-based awards that are ultimately expected
to vest during the period. The fair value of each stock option grant is
estimated on the date of grant using the Black-Scholes option pricing model.
The fair value of restricted stock is determined based on the number of
shares granted and the closing price of the Company's common stock on the
date of grant. Compensation expense for all share-based payment awards is
recognized using the straight-line amortization method over the vesting
period.
Fair Value of Financial Instruments
The Company
estimates the fair value of its financial instruments using available market
information and appropriate valuation methodologies. However, considerable
judgment is required in interpreting market data to develop the estimates of
fair value. Accordingly, the Company estimates of fair value are not
necessarily indicative of the amounts that the Company could realize in a
current market exchange. The use of different market assumption and/or
estimation methodologies may have a material effect on the estimated fair
value amounts. The interest rates payable by the Company on its notes
payable approximate market rates. The Company believes that the fair value
of its financial instruments comprising accounts receivable, notes
receivable, accounts payable, and notes payable approximate their carrying
amounts.
On January
1, 2009, the Company adopted an accounting standard for applying fair value
measurements to certain assets, liabilities and transactions that are
periodically measured at fair value. The adoption did not have a material
effect on the Company's financial position, results of operations or cash
flows. In August 2009, the FASB issued an amendment to the accounting
standards related to the measurement of liabilities that are routinely
recognized or disclosed at fair value. This standard clarifies how a company
should measure the fair value of liabilities, and that restrictions
preventing the transfer of a liability should not be considered as a factor
in the measurement of liabilities within the scope of this standard. This
standard became effective for the Company on October 1, 2009. The adoption
of this standard did not have a material impact on the Company's financial
statements. The fair value accounting standard creates a three level
hierarchy to prioritize the inputs used in the valuation techniques to
derive fair values. The basis for fair value measurements for each level
within the hierarchy is described below with Level 1 having the highest
priority and Level 3 having the lowest.
Level 1:
Quoted prices in active markets for identical assets or liabilities.
Level 2:
Quoted prices for similar assets or liabilities in active markets; quoted
prices for identical or similar instruments in markets that are not active;
and model-derived valuations in which all significant inputs are observable
in active markets.
Level 3:
Valuations derived from valuation techniques in which one or more
significant inputs are unobservable.
The
following table presents the Company's Assets and Liabilities within the
fair value hierarchy utilized to measure fair value on a recurring basis as
of June 30, 2018 and December 31, 2017:
(Level 1)
(Level 2)
(Level 3)
$
$
0
$
0
$
$
0
$
0
Recent Accounting Pronouncements
In May 2017, the FASB issued Accounting
Standard Update ("ASU") No. 2017-9, Compensation - Stock Compensation (Topic
718): Scope of Modification Accounting ("ASU2017-9"), which provides
guidance about which changes to the terms or conditions of a share-based
payment award require an entity to apply modification accounting in Topic
718. Per ASU 2017-9, an entity should account for the effects of a
modification unless all the following are met: (1) the fair value (or
calculated value or intrinsic value, if such an alternative measurement
method is used) of the modified award is the same as the fair value (or
calculated value or intrinsic value, if such an alternative measurement
method is used) of the original award immediately before the original award
is modified. If the modification does not affect any of the inputs to the
valuation technique that the entity uses to value the award, the entity is
not required to estimate the value immediately before and after the
modification, (2) the vesting conditions of the modified award are the same
as the vesting conditions of the original award immediately before the
original award is modified, and (3) the classification of the modified award
as an equity instrument or a liability instrument is the same as the
classification of the original award immediately before the original award
is modified. The current disclosure requirements in Topic 718 apply
regardless of whether an entity is required to apply modification accounting
under the amendments in ASU 2017-9. ASU 2017-9 is effective for public
business entities for annual and interim periods in fiscal years beginning
after December 15, 2017. Early adoption is permitted, including adoption in
any interim period, for (1) public business entities for reporting periods
for which financial statements have not yet been issued and (2) all other
entities for reporting periods for which financial statements have not yet
been made available for issuance. The amendments in this ASU should be
applied prospectively to an award modified on or after the adoption date.
The Company early adopted ASU 2017-9 and adoption did not have a material
impact on the Company's financial statements or related disclosures.
In March, 2017, the FASB issued Update 2017-08 - Receivables -
Nonrefundable Fees and Other Costs (Subtopic 310-20): Premium Amortization
on Purchased Callable Debt Securities. For public business entities, the
amendments in this Update are effective for fiscal years, and interim
periods within those fiscal years, beginning after December 15, 2018. For
all other entities, the amendments are effective for fiscal years beginning
after December 15, 2019, and interim periods within fiscal years beginning
after December 15, 2020. 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.
In March 2017, the FASB issued Update 2017-07 - Compensation - Retirement
Benefits (Topic 715): Improving the Presentation of Net Periodic Pension
Cost and Net Periodic Postretirement Benefit Cost. Effective for public
business entities for annual periods beginning after December 15, 2017,
including interim periods within those annual periods. For other entities,
the amendments in this Update are effective for annual periods beginning
after December 15, 2018, and interim periods within annual periods beginning
after December 15, 2019. Early adoption is permitted as of the beginning of
an annual period for which financial statements (interim or annual) have not
been issued or made available for issuance. That is, early adoption should
be within the first interim period if an employer issues interim financial
statements. Disclosures of the nature of and reason for the change in
accounting principle are required in the first interim and annual periods of
adoption.
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 first quarter of 2013, the Company issued unregistered shares
as follows: (i) 7,500,000 restricted shares to Tim Vance, the Company's CEO,
in connection with the execution of a new 5 year employment agreement; and
7,500,000 restricted shares to Gary Woerz, the Company's newly designated
CFO, in connection with the execution of a new 5 year employment agreement.
The restricted shares were valued at $0.06 per share using the closing price
of the stock on the date of grant. Total expense associated with the
issuances is calculated at $900,000 to be recognized over the 5 year term of
the agreements. The expense recognized in the second quarter of 2018 was
$Nil and the expense in the second quarter of 2017 was $44,318. The expense
recognized in the six months ended June 30, 2018 was $16,110 and the expense
in the six months ended Jun 30, 2017 was $88,150. 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 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 $Nil (June 30, 2017: $77) in stock option compensation expense, in
relation to these options for the six months ended June 30, 2018. 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.
During the first quarter of 2017, 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 $130 (June 30, 2017: $596) in stock option
compensation expense, in relation to these options for the six months ended
June 30, 2018. The Black-Scholes model calculations included stock price on
date of measurement of $0.002, exercise price of $0.001, a term of 3 years,
computed volatility of 124% and a discount rate of 1.93%. 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.
During the second quarter of 2018, the Company issued unregistered shares
as follows: (i) 3,500,000 restricted shares to Tim Vance, the Company's CEO,
in connection with the execution of a new 5 year employment agreement; and
2,000,000 restricted shares to Gary Woerz, the Company's CFO, in connection
with the execution of a new 5 year employment agreement. The restricted
shares were valued at $0.0034 per share using the closing price of the stock
on the date of grant. Total expense associated with the issuances is
calculated at $18,700 to be recognized over the 5 year term of the
agreements. The expense recognized in the second quarter of 2018 was $330
(2017: $Nil) and $330 for the six months ended June 30, 2018 (2017: $Nil).
The April 30,2018 employment agreements calls for a 5 year term ending April
30, 2023, annual compensation of $98,000 per year for services as CEO,
annual compensation of $57,200 per year for services as CFO.
During the quarter ended June 30, 2018, the CEO and CFO exercised all
warrants previously granted under the 2013 Employment Agreements. The CEO
received 2,500,000 shares of common stock and the CFO received 2,000,000
shares of common stock as a result of the cashless exercise. The options
were fully expensed during the period from January 2013 through January
2018.
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 June 30, 2016. The remaining balance of the
note as of June 30, 2018 and December 31, 2017 was $15,474 and $18,992,
respectively. The interest for the note payable has been calculated annually
and has been paid for the quarter ended June 30, 2018 and the year ended
December 31, 2017.
As of June 30, 2018 and December 31, 2017, 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 June 30, 2018 and the year ended
December 31, 2017.
As of June 30, 2018 and December 31, 2017, the total due to management
for past accrued salaries is $530 and $484, respectively.
As of June 30, 2018 and December 31, 2017, the total due to management
included in accounts payable is $4,269 and $3,704, respectively.
During the six-month periods ended June 30, 2018 and June 30, 2017, the
company repaid a total of $3,518 and $3,518, 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 June 30,
2018 and December 31, 2017. 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
June 30, 2018 or December 31, 2017. Unaccrued and undeclared dividends were
$2,400 and $4,800 as of June 30, 2018 and December 31, 2017, respectively.
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.
During the first quarter of 2017, 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 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 $0.002, exercise price of $0.001, a term of 3 years,
computed volatility of 124% and a discount rate of 1.93%. 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
2.16
$0.001
900,000
The Company recorded $130 (2017: $596) in stock option
compensation expense, in relation to these options, during the six month period
ended June 30, 2018. Total stock option compensation expense is calculated at
$1,460.
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 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 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
1.15
$0.001
900,000
The Company
recorded $Nil (2017: $77) in stock option compensation expense, in relation to
these options, during the six months ended June 30, 2018. Total stock option
compensation expense is calculated at $884.
During the quarter ended June 30,
2018, the CEO and CFO exercised all warrants previously granted under the 2013
Employment Agreements. The CEO received 2,500,000 shares of common stock and the
CFO received 2,000,000 shares of common stock as a result of the cashless
exercise. The options were fully expensed during the period from January 2013
through January 2018.
The Company
is authorized to issue up to 200,000,000 shares of Common Stock of which
155,484,165 are issued and outstanding at June 30, 2018 and 145,484,165
December 31, 2017.
(4) Property and Equipment
Major classes of property and equipment together with their estimated useful lives, consisted of the following:
Years
June
30, 2018
December 31, 2017
Equipment
3-5
$
113,499
$
112,612
Office
furniture
7
21,681
21,681
Leasehold
improvements
3
10,656
10,656
145,836
144,949
Less
accumulated depreciation and amortization
(139,491)
(136,651)
Net property
and equipment
$
6,345
$
8,298
(5) Shareholder Notes Payable and Convertible Notes Payable
Repayments on shareholder notes payable during the six-month period ended
June 30, 2018 totaled $3,518 (2017: $3,518).
Data Call
Technologies, Inc.
Balance Sheets
June 30, 2018 (Unaudited) and December
31, 2017
Back to Table of Contents
June 30, 2018 (Unaudited)
December 31, 2017
Current assets:
Cash
$
35,834
$
44,590
Accounts receivable
73,180
73,386
Prepaid expenses
8,200
6,100
Total current assets
117,214
124,076
Property
and equipment
145,836
144,949
Less accumulated depreciation and amortization
139,491
136,651
Net property and equipment
6,345
8,298
Other
assets
800
800
Total assets
$
124,359
$
133,174
Current
liabilities:
Accounts payable
$
16,622
$
18,122
Accounts payable - related party
4,269
3,704
Accrued
salaries - related party
530
484
Accrued interest
22,866
22,616
Convertible short-term note payable to
related party - default
10,000
10,000
Deferred
revenue - current
2,064
14,446
Short-term note payable to
related party - default
15,474
18,992
Total current liabilities
71,825
88,364
Total liabilities
71,825
88,364
Stockholders'
equity:
Preferred stock, $0.001 par value. Authorized 10,000,000 shares:
Series A 12% Convertible - 800,000 shares issued and outstanding
at June 30, 2018 and December 31, 2017
800
800
Preferred stock, $0.001 par value. Authorized 1,000,000 shares:
Series B - 10,000 shares issued and outstanding
at June 30, 2018 and December 31, 2017
10
10
Common stock, $0.001 par value. Authorized
200,000,000 shares:
155,484,165
shares
issued and outstanding
at June 30, 2018 and 145,484,165 at December 31, 2017
155,484
145,484
Additional paid-in capital
9,857,612
9,851,042
Accumulated deficit
(9,961,372)
(9,952,526)
Total stockholders' equity
52,534
44,810
Total liabilities and stockholders' equity
$
124,359
$
133,174
The
accompanying notes are an integral part of these financial statements.
DATA
CALL TECHNOLOGIES, INC.
Condensed
Statements of Operations
Three and
Six Months Ended June 30, 2018 and 2017 (Unaudited)
Three
Months
Three
Months
Six
Months
Six
Months
ended
ended
ended
ended
June
30, 2018
June
30, 2017
June
30, 2018
June
30, 2017
Revenues
Sales
$
160,481
$
148,303
$
328,071
$
300,542
Cost of sales
42,433
37,494
81,000
73,405
Gross margin
118,048
110,809
247,071
227,137
Selling, general and administrative expenses
99,446
160,654
250,348
354,350
Depreciation and amortization expense
561
171
2,840
342
Total operating expenses
100,007
160,825
253,188
354,692
Other (income) expense
Interest income
(1)
(2)
(3)
(4)
Interest expense
1,366
1,366
2,732
2,732
Total expenses
101,372
162,189
255,917
357,420
Net
income (loss)
before income taxes
16,676
(51,380)
(8,846)
(130,283)
Provision
for income taxes
-
-
-
-
Net income (loss)
$
16,676
$
(51,380)
$
(8,846)
$
(130,283)
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
152,187,462
144,976,421
148,854,331
144,976,421
Diluted
152,784,477
144,976,421
148,854,331
144,976,421
The
accompanying notes are an integral part of these financial statements.
DATA
CALL TECHNOLOGIES INC.
Condensed Statements of Cash Flows
Six Months
Ended June 30, 2018 and 2017 (Unaudited)
Six Months
Six Months
Ended
Ended
June 30, 2018
June 30, 2017
Cash flows from operating activities:
Net loss
$
(8,846)
$
(130,283)
Adjustments to reconcile net loss to net cash
provided
by (used in) operating activities:
Depreciation
2,840
342
Stock-based
compensation
16,440
88,150
Options expense
130
673
Changes in operating assets and liabilities:
Accounts receivable
206
(2,742)
Prepaid expenses
(2,100)
17,000
Other assets
-
(2,959)
Accounts payable
(1,500)
4,986
Accounts payable
- related party
565
(623)
Accrued
expenses
250
24
Accrued
expenses - related party
46
250
Deferred revenues
(12,382)
-
Net cash provided by (used in) operating activities
(4,351)
(25,182)
Cash flows
from investing activities:
Purchase of
property and equipment
(887)
-
Net cash used in investing activities
(887)
-
Cash flows
from financing activities:
Principal
payment on borrowing from
related party
(3,518)
(3,518)
Net cash used in financing activities
(3,518)
(3,518)
Net increase (decrease) in cash
(8,756)
(28,700)
Cash at
beginning of year
44,590
53,499
Cash at
end of period
$
35,834
$
24,799
Supplemental Cash Flow Information:
Cash paid for interest
$
2,482
$
2,482
Cash paid for taxes
$
-
$
-
The
accompanying notes are an integral part of these financial statements.
June 30, 2018
June
30, 2018
0
December
31, 2017
0
(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 additional 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 continue to exponentially grow our offering of our proprietary subscription services by integrating cutting-edge information/content delivery solutions to and within the control of retail and commercial resellers CMS manufacturers and end-users. Our Company's services put its clients in control of real-time news, sports, weather and other dynamic content, displayed within one or multiple locations, spanning from local, regional to global end points, through Digital Signage and Kiosk networks.
Our business plan continues to focus on growing our client base by effectively offering this real-time and licensed information/content displayed through Digital Signage and Kiosk networks, seeking to improve the delivery, security, and variety of information/content services to the growing Digital Signage and Kiosk community.
Overview - What Is Digital Signage?
You've seen Digital Signage, it's everywhere. Whether you're shopping, trying to find your way through the airport, in a taxi, or even along the highway on your way home, it's there. LED and LCD displays are continually replacing printed marketing materials such as signs and placards, as well as the old-school whiteboard, for product and corporate branding, marketing and assisted selling. The appeal of instantly updating product videos and promotional messages on one or thousands of remotely located displays is driving the adoption of this growing marketing platform. Digital Signage presentations are typically comprised of repeating loops (playlists) of information used to brand, market or sell the owner's products and services or corporate messaging. 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 has matured, the characteristics of the digital signage presentations have taken center-stage requiring fresh, relevant and dynamic content mixed within the marketing messages. Dynamic Content is key.
Digital Signage Matures
We are experiencing the Digital Signage Industry (back then called connected signage) steadily maturing and Data Call, through its multiple industry specific relationships, continues its engagement and influence in the direction of the Digital Signage industry. Data Call has been performing in this space for well over a decade. Our company has staked claim in assisting the industry's birth and maintains its prime position to enjoy and benefit from this industry's growth.
Early on, a business desiring to achieve commercial benefits from the use of digital signage was often confronted by a plethora of hardware and software solutions, all offering their own "standard" of what digital signage should be. Typical customers for digital signage were most-often offered expensive hardware to present digital signage with a very minimalistic content management solution (CMS), lacking the full package of content with which to build and tailor their systems for their target customer base.
Those early adopters of digital signage, often had to realize that their digital signage hardware vendors lacked the acumen to fully provide best practice of content strategy. The tools to manage content were provided, but not the content. From our inception, Data Call recognized that early signage providers and their typical customers lacked that key component - the offering of a comprehensive content package.
As the cost of platforms supporting infrastructure and digital displays have fallen significantly, digital signage has become more accessible to a wider range of potential users. Companies in our industry have come to understand, as we have preached since our inception, that the cost of Data Call's integrated, content-flexible subscription service is extremely cost effective - and licensed for redistribution over their networks. The benefit that Data Call continues to provide our client base, in the form of ongoing content development, is expected to continue to provide our customers with desirable user-friendly content and content services.
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 to attract and retain target viewers to the products, services, or messaging offered by typical Digital Signage 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 constantly throughout the day. Those seeking to add active and dynamic content to their digital signage presentations are educated and advised to subscribe to Data Call's dynamic content rather than attempting to illegally "cut and paste" or "scrape" broadcast content or RSS Feeds "not for commercial use" of others into their digital signage presentation.
By integrating Data Call's content as a meaningful component of digital signage presentations, our clients can legally provide the entertainment and information content necessary to enhance the target customer's information retention without disrupting the core message of the presentation. Some of the Infotainment categories provided by Data Call include news, sports, weather, financial data, the latest traffic alerts, among many others. With such a broad range of offerings, our clients have access to this 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 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, etc., our research and experience has validated our long-held mantra that dynamic content draws and retains our clients' target viewers to their digital signage and keeps viewers engaged throughout the client presentation.
Since our inception, management has developed and maintains strong relationships working with the leaders and associations of the digital signage industry. Collaborative efforts have successfully created, now industry standard, data formats and methods to facilitate the delivery of our dynamic content more easily and efficiently for integration into most hardware and software products.
Partners, Not Customers
Data Call's enduring 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 understand that each client has their own content requirements. 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 are engaged in multiple 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) Scraping RSS feeds from news organizations (which may come and go at the provider's whim - not to mention this practice is also illegal).
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, early on, we determined that we could not simply use unfiltered Internet content for delivery to our clients. Our proper licensing of data facilitates the standard of delivery and implementation by our client/partners. Data Call does the heavy lifting by taking care of not just the licensing, but the proper formatting of that data for consumption by the industry utilizing our multiple formats offered. Data Call has understood that it's Digital Signage and Kiosk clients needed a more complete service than to endeavor the sourcing of active content from multiple vendors. As a result, our flexible content plans permit our clients to do "one stop shopping" for all dynamic content requirements by licensing subscriptions through us.
We empower our clients to receive customized dynamic content subscriptions to be displayed in a multitude of ways (banners, tickers, scrolls or visualizations integrated with the overall presentations). We have created "Playlist Ready" offerings and produced and distribute multiple sets of common data layouts in the industry-standard formats such as XML (extensible markup language), JSON (JavaScript Object Notation), JPEG (Joint Photographic Experts Group), RSS (Rich Site Summary, often called Really Simple Syndication), MRSS (Media RSS) and MPEG (Moving Pictures Expert Group). With the advent of HTML5 (5th version of Hypertext Markup Language), even more delivery methods have been made available to our clients, many of whom have found any one or a combination of these formats to be easily integrated into their products. Nevertheless, we have also produced customized data formats and visualizations to the exact and specific requirements of our clients/partners, which, we believe ensures a higher level of reliability and ease of implementation.
Market demand, opportunity and technology converge at a single point in time, and Data Call continues hold its position. Our integrity persistently builds our business. Digital signage platforms steadily evolve 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 March of 2017, we released our Direct Lynk Manager (DLManager) customer portal at the Digital Signage Expo in Las Vegas. The DLManager incorporates the Direct Lynk Media platform with major enhancements and options that enable the client to self-serve in a webstore environment. This is a moderated space that allows proper "white glove" treatment by our staff that our clients have come to expect and appreciate. Once the client is comfortable with navigation of the portal, they may then set up multiple groups and displays within their account for testing results in a demo fashion free of charge. Upon completion of their content selections and distribution points, the client may purchase the proper number of licenses needed to support their sections through various plans offered within the portal.
Some of the current types of data and information, for which a client may subscribe to through the Direct Lynk System, in multiple formats 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; |
| Strange News - latest off-beat news headlines; |
| Sports Headlines top sports headlines |
- AP News Minute Video | |
- AP This Day In History Videos | |
- AP Entertainment Minute Videos | |
| 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; |
| 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; |
| Health and Wellness |
| Listings of historical events which occurred on each day in history; and |
| Localized Traffic and Weather Forecasts. |
We continually add different types of content per client requests. We provide our DLM services to our clients and other potential customers through the Internet. All DLM Services are real-time information services providing a wide range of up-to-date information for display. These services are designed to work concurrently with customers' existing digital signage systems. The Direct Lynk Messenger product is scheduled to be sunset within the next 12 months, as DLMedia gradually moves into a legacy status with the DLManager portal taking the forefront.
Since our inception in 2002, we have come to deeply understand that this industry provides an exciting platform for advertisers, including our clients, to promote, inform, educate, and entertain their customers and employees regarding their business products, services, and corporate communications. Through Digital Signage, and Digital Out of Home (DOOH) businesses can use a single display or a complex, networked series of displays and video walls to market their products and services directly at their facilities and elsewhere to their customers and employees in real time. Additionally, because the core of Digital Signage advertising takes place in real time, businesses can change their marketing and messaging 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 to tailor their products, services, advertising and messaging 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 enabling our clients to create their own Digital Signage 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 or Kiosk equipment solution - through a CMS or a standalone player, or similar device, which receives the data from our servers online; and (ii) an Internet connection. Our DLM 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 Systems allow customers to select from their pre-determined data and information subscriptions offered. 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.
In December of 2017 the company completed the arduous task of reconstructing our back-end systems architecture. This task was initialized to exploit the latest technology advances within our space, utilizing our data center efficiencies to further streamline our processes. One of the greater culminations of this effort yielded the Data Call API (Application Programming Interface) allowing our enterprise channel partners to embed our products within their offerings to further widen our reach.
Data Call continues to grow its client base through relationships that are gained through industry events such as seminars and trade shows. Our company has become a leader in syndicated content and custom content development for Digital Signage. Our licensed content is utilized on thousands of screens in hundreds of deployments. We are truly excited of our continued growth through our resellers, CMS manufacturers and end users.
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 June 30, 2018 Compared to Three Months Ended June 30, 2017
Our revenues for the three months ended June 30, 2017 were $160,481, compared to $148,303 for the three-month period ended June 30, 2018, representing an increase of $12,178 or approximately 8.21%. The increase in revenues was mainly due to new customers purchasing new contents.
Costs of sales for the three months ended June 30, 2018 were $42,433 compared to $37,494 for the three-month period ended June 30, 2017, cost of sales for the quarter increased $4,939. These costs are related to the licensing and royalty expense required providing enhanced subscription services.
Gross margins for the three months ended June 30, 2018 were $118,048 compared to $110,809 as of June 30, 2017, or 73.6% for the three-month period ended June 30, 2018 as compared to 74.7% for the three-month period ending June 30, 2017.
Selling, General and Administrative expenses for the three months ended June 30, 2018 were $100,007 compared to $160,825 for the three-month period ended June 30, 2017, representing a decrease of $60,818 from the same period in the prior year. The decrease in SG&A expenses is mainly due to a decrease in personnel and reduction stock expense. Net income for the three months ended June 30, 2018 was $16,676 compared to a net loss of $51,380 for the three-month period ended June 30, 2017 or a net change of $68,056. The Company's net income was due to the increase in revenue and the reduction of operating expenses.
Six Months Ended June 30, 2018 Compared to Six Months Ended June 30, 2017
Our revenues for the six months ended June 30, 2018 were $328,071, compared to $300,542 for the six-month period ended June 30, 2017, representing an increase of $27,529 or approximately 9.2%. The increase in revenues was mainly due to purchase of content by new and existing customers.
Costs of sales for the six months ended June 30, 2018 were $81,000, compared to $73,405 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 six months ended June 30, 2018 were $247,071 compared to $227,137 as of June 30, 2017, or 75.3% for the six-month period ended June 30, 2018 as compared to 75.6% for the six-month period ending June 30, 2017.
Selling, General and Administrative expenses for the six months ended June 30, 2018 were $253,188 compared to $354,692 for the six-month period ended June 30, 2017, representing a decrease of $101,504 from the same period in the prior year. Net loss for the six months ended June 30, 2018 was $8,846 compared to a net loss of $130,283 for the six-month period ended June 30, 2017. The Company's net loss was lower due to the reduction in expenses and the increase in revenue.
Liquidity and Capital Resources
As of June 30, 2018, we had total current assets of $117,214, consisting of $35,834 in cash, $73,180 in accounts receivable and $8,200 in prepaid expenses and had total current liabilities of $71,825 consisting or $20,891in accounts payable, $23,396 in accrued expenses, $2,064 of deferred revenue and $25,474 in notes payable.
At June 30, 2018, we had a positive working capital of $45,389 and an accumulated deficit since inception of $9,961,372. The Company had net cash used by operating activities of $4,351during the six-month period ended June 30, 2018, which was mainly due to a net loss of $8,846, an increase in accounts receivable of $206, offset by a decrease in accounts payable of $935, an increase in accrued expenses of $296, a decrease in prepaid expenses of $2,100, decrease in deferred revenue of $12,382, stock compensation expense and options expense of $16,570 and depreciation expense of $2,840.
We had investing activities of $887 during the six-month period ended June 30, 2018 related to the purchase of property and equipment. We used $3,518 in our financing activities during the six months ended June 30, 2018 for the repayment of a shareholder notes payable.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Back to Table of Contents
A smaller reporting company, as defined by Item 10 of Regulation S-K, is not required to provide the information required by this item.
ITEM 4. CONTROLS AND PROCEDURES Back to Table of Contents
(a) Evaluation of Disclosure Controls and Procedures.
Our management, with the participation of our Principal Executive Officer and our Principal Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of June 30, 2018 (the "Evaluation Date"). The term "disclosure controls and procedures," as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company's management, including its principal executive and principal financial officers, as appropriate, to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on the evaluation of our disclosure controls and procedures as of June 30, 2018, our Principal Executive Officer and Principal Financial Officer concluded that, as of such date, our disclosure controls and procedures were not effective at the reasonable assurance level as described in our Annual Report on Internal Control Over Financial Reporting filed in our Annual Report on Form 10-K.
Our principal executive officers do not expect that our disclosure controls or internal controls will prevent all errors and all fraud. Although our disclosure controls and procedures were designed to provide reasonable assurance of achieving their objectives and our principal executive officers have determined that our disclosure controls and procedures are effective at doing so, a control system, no matter how well conceived and operated, can provide only reasonable, not absolute assurance that the objectives of the system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented if there exists in an individual a desire to do so. There can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.
(b) Changes in Internal Control over Financial Reporting
There have been no significant changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) or in other factors that occurred during the three-month period ended June 30, 2018 that have significantly affected, or are reasonably likely to significantly 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, 2017, which could materially affect our business, financial condition or future results. The risks described in our Annual Report on Form 10-K is not the only risks facing our company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS Back to Table of Contents
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES Back to Table of Contents
None.
ITEM 4. MINE SAFETY DISCLOSURE Back to Table of Contents
None.
ITEM 5. OTHER INFORMATION Back to Table of Contents
None.
ITEM 6. EXHIBITS Back to Table of Contents
(a) The following documents are filed as exhibits to this report on Form 10-Q or incorporated by reference herein. Any document incorporated by reference is identified by a parenthetical reference to the SEC filing that included such document.
Exhibit No. |
Description |
---|---|
31.1 | Certification of CEO pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
31.2 | Certification of CFO pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
32.1 | Certification of CEO pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
32.2 | Certification of CFO pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned.
DATA CALL TECHNOLOGIES INC.
By:
/s/
Timothy E. Vance
Timothy E. Vance
Chief Executive Officer and Chairman
(Principal Executive Officer)
Date: July 27, 2018
By:
/s/
Gary Woerz
Gary Woerz
Chief Financial Officer
(Principal Financial and Principal Accounting Officer)
Date: July 27, 2018
1 Year Data Call Technologies (PK) Chart |
1 Month Data Call Technologies (PK) Chart |
It looks like you are not logged in. Click the button below to log in and keep track of your recent history.
Support: +44 (0) 203 8794 460 | support@advfn.com
By accessing the services available at ADVFN you are agreeing to be bound by ADVFN's Terms & Conditions