Yes [ ] No [X]
PART
I – FINANCIAL INFORMATION
Item
1. Financial Statements.
Duo
World, Inc. and Subsidiaries
Consolidated
Financial Statements
December
31, 2016
(Unaudited)
CONTENTS
Duo
World, Inc. and Subsidiaries
Consolidated
Balance Sheets
|
|
December 31, 2016
|
|
|
March 31, 2016
|
|
|
|
(Unaudited)
|
|
|
(Audited)
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Current Assets
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
30,379
|
|
|
$
|
91,106
|
|
Accounts receivable - trade
|
|
|
708,843
|
|
|
|
512,685
|
|
Prepaid expenses and other current assets
|
|
|
245,872
|
|
|
|
249,745
|
|
Accrued Revenue
|
|
|
20,681
|
|
|
|
31,154
|
|
Total Current Assets
|
|
|
1,005,775
|
|
|
|
884,690
|
|
|
|
|
|
|
|
|
|
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Non Current Assets
|
|
|
|
|
|
|
|
|
Property and equipment, net of accumulated depreciation of $661,913 and $626,292, respectively
|
|
|
54,034
|
|
|
|
105,790
|
|
Intangible assets, net
|
|
|
549,660
|
|
|
|
382,352
|
|
Deferred taxes
|
|
|
17,634
|
|
|
|
18,070
|
|
Total Non Current Assets
|
|
|
621,328
|
|
|
|
506,212
|
|
|
|
|
|
|
|
|
|
|
Total Assets
|
|
$
|
1,627,103
|
|
|
$
|
1,390,902
|
|
|
|
|
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LIABILITIES and SHAREHOLDERS’ DEFICIT
|
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Current Liabilities
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|
|
|
|
|
|
|
|
Accounts Payable
|
|
$
|
281,008
|
|
|
$
|
377,376
|
|
Payroll, employee benefits, severance
|
|
|
237,796
|
|
|
|
121,395
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|
Short term borrowings
|
|
|
333,426
|
|
|
|
227,578
|
|
Due to related parties
|
|
|
329,626
|
|
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|
163,738
|
|
Payable for acquisition
|
|
|
185,762
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|
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|
185,762
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|
Taxes payable
|
|
|
69,233
|
|
|
|
38,978
|
|
Accruals and other payables
|
|
|
79,399
|
|
|
|
83,441
|
|
Deferred revenue
|
|
|
23,312
|
|
|
|
9,954
|
|
Total Current liabilities
|
|
|
1,539,562
|
|
|
|
1,208,222
|
|
|
|
|
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|
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Long Term Liabilities
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|
|
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Due to related parties
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1,162,325
|
|
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1,194,668
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|
Total Long Term liabilities
|
|
|
1,162,325
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|
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|
1,194,668
|
|
|
|
|
|
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|
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Total liabilities
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|
$
|
2,701,887
|
|
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$
|
2,402,890
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|
|
|
|
|
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Commitments and contingencies (Note 16)
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Shareholders’ Deficit
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Ordinary shares: $0.001 par value per share; 90,000,000 shares authorized; 38,567,467 and 38,060,000 shares issued and outstanding, respectively
|
|
$
|
38,567
|
|
|
$
|
38,060
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|
Convertible series “A” preferred shares: $0.001 par value per share; 10,000,000 shares authorized; 5,500,000 and 5,500,000 shares issued and outstanding, respectively
|
|
|
5,500
|
|
|
|
5,500
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|
Additional Paid in Capital
|
|
|
907,456
|
|
|
|
601,560
|
|
Accumulated deficit
|
|
|
(2,160,374
|
)
|
|
|
(1,733,937
|
)
|
Accumulated other comprehensive income
|
|
|
134,067
|
|
|
|
76,829
|
|
Total shareholders’ deficit
|
|
|
(1,074,784
|
)
|
|
|
(1,011,988
|
)
|
|
|
|
|
|
|
|
|
|
Total Liabilities and Shareholders´ Deficit
|
|
$
|
1,627,103
|
|
|
$
|
1,390,902
|
|
The
accompanying notes are an integral part of these consolidated financial statements.
Duo
World, Inc. and Subsidiaries
Consolidated
Statements of Operations and Comprehensive Income (Loss)
(Unaudited)
|
|
For the three months ended,
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For the nine months ended,
|
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December 31, 2016
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|
December 31, 2015
|
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December 31, 2016
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December 31, 2015
|
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|
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Revenue
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|
$
|
282,385
|
|
|
$
|
351,183
|
|
|
$
|
923,501
|
|
|
$
|
1,019,314
|
|
Cost of revenue (exclusive of depreciation presented below)
|
|
|
(84,575
|
)
|
|
|
(141,355
|
)
|
|
|
(226,897
|
)
|
|
|
(310,866
|
)
|
Gross Income
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|
$
|
197,810
|
|
|
$
|
209,827
|
|
|
$
|
696,604
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|
|
$
|
708,448
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|
|
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Operating Expenses:
|
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Research and development
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$
|
10,461
|
|
|
$
|
6,867
|
|
|
$
|
30,088
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|
|
$
|
52,169
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|
General and administrative
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|
146,287
|
|
|
|
156,893
|
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|
660,512
|
|
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|
807,987
|
|
Salaries and casual wages
|
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|
113,514
|
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|
88,239
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322,374
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|
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|
274,927
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|
Selling and distribution
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5,937
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|
|
13,503
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|
12,567
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|
|
28,856
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|
Depreciation
|
|
|
7,725
|
|
|
|
9,107
|
|
|
|
56,149
|
|
|
|
25,893
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|
Amortization of web site development
|
|
|
438
|
|
|
|
200
|
|
|
|
1,664
|
|
|
|
937
|
|
Allowance for bad debts
|
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40,356
|
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|
|
-
|
|
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|
85,176
|
|
|
|
-
|
|
Total operating expenses
|
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|
324,718
|
|
|
|
274,809
|
|
|
|
1,168,530
|
|
|
|
1,190,769
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|
|
|
|
|
|
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|
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|
|
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|
|
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Loss from operations
|
|
$
|
(126,908
|
)
|
|
$
|
(64,982
|
)
|
|
$
|
(471,926
|
)
|
|
$
|
(482,321
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Other Income (Expenses):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense
|
|
$
|
(7,409
|
)
|
|
$
|
(7,980
|
)
|
|
$
|
(17,885
|
)
|
|
$
|
(24,274
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)
|
Gain on debt extinguishment
|
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|
-
|
|
|
|
-
|
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|
|
-
|
|
|
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16,331
|
|
Other income
|
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|
28
|
|
|
|
3,155
|
|
|
|
273
|
|
|
|
(9
|
)
|
Bank charges
|
|
|
(1,005
|
)
|
|
|
(834
|
)
|
|
|
(2,733
|
)
|
|
|
(1,759
|
)
|
Exchange gain / (loss)
|
|
|
15,029
|
|
|
|
11,106
|
|
|
|
23,689
|
|
|
|
17,899
|
|
Total other income and (expenses)
|
|
|
6,643
|
|
|
|
5,447
|
|
|
|
3,344
|
|
|
|
8,189
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss before provision for income taxes
|
|
$
|
(120,265
|
)
|
|
$
|
(59,535
|
)
|
|
$
|
(468,582
|
)
|
|
$
|
(474,131
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision for income taxes
|
|
|
-
|
|
|
|
(532
|
)
|
|
|
-
|
|
|
|
(1,644
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
(120,265
|
)
|
|
$
|
(60,067
|
)
|
|
$
|
(468,582
|
)
|
|
$
|
(475,776
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and Diluted Loss per Share
|
|
$
|
(0.00
|
)
|
|
$
|
(0.00
|
)
|
|
$
|
(0.01
|
)
|
|
$
|
(0.01
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and Diluted Weighted Average Number of Shares Outstanding
|
|
|
38,567,467
|
|
|
|
38,060,000
|
|
|
|
38,521,304
|
|
|
|
37,707,709
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive Income (Loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized foreign currency translation gain
|
|
$
|
42,234
|
|
|
$
|
(6,247
|
)
|
|
$
|
51,661
|
|
|
$
|
18,969
|
|
Net loss
|
|
|
(120,265
|
)
|
|
|
(60,067
|
)
|
|
|
(468,582
|
)
|
|
|
(475,776
|
)
|
Comprehensive loss
|
|
$
|
(78,031
|
)
|
|
$
|
(66,314
|
)
|
|
$
|
(416,921
|
)
|
|
$
|
(456,807
|
)
|
The
accompanying notes are an integral part of these consolidated financial statements.
Duo
World, Inc. and Subsidiaries
Consolidated
Statements of Cash Flows
(Unaudited)
|
|
For the nine months ended,
|
|
|
|
December 31, 2016
|
|
|
December 31, 2015
|
|
|
|
|
|
|
|
|
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
Loss before provision for income taxes
|
|
$
|
(468,582
|
)
|
|
$
|
(474,131
|
)
|
|
|
|
|
|
|
|
|
|
Adjustments to reconcile loss before provision for income taxes to cash
provided by / (used in) operating activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation
|
|
|
57,813
|
|
|
|
26,830
|
|
Bad debts
|
|
|
85,176
|
|
|
|
-
|
|
Previous period adjustments
|
|
|
42,146
|
|
|
|
-
|
|
Stock issued as payment for accrued interest
|
|
|
15,000
|
|
|
|
-
|
|
Stock issued for services
|
|
|
214,600
|
|
|
|
-
|
|
Product development cost written off
|
|
|
108,172
|
|
|
|
139,323
|
|
|
|
|
|
|
|
|
|
|
Changes in assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts receivable - trade
|
|
|
(281,333
|
)
|
|
|
14,811
|
|
Prepaid expenses and other current assets
|
|
|
3,873
|
|
|
|
173,992
|
|
Deferred taxes
|
|
|
-
|
|
|
|
(33,235
|
)
|
Accrued revenue
|
|
|
10,473
|
|
|
|
2,952
|
|
Accounts Payable
|
|
|
(96,368
|
)
|
|
|
143,366
|
|
Payroll, employee benefits, severance
|
|
|
116,401
|
|
|
|
75,424
|
|
Short term borrowings
|
|
|
105,848
|
|
|
|
870
|
|
Due to relates parties
|
|
|
165,888
|
|
|
|
11,876
|
|
Payable for acquisition
|
|
|
-
|
|
|
|
(124,238
|
)
|
Taxes payable
|
|
|
30,255
|
|
|
|
-
|
|
Accruals and other payables
|
|
|
(4,042
|
)
|
|
|
16,090
|
|
Deferred revenue
|
|
|
13,358
|
|
|
|
(10,013
|
)
|
|
|
|
|
|
|
|
|
|
Net cash provided by / (used in) operating activities
|
|
$
|
118,678
|
|
|
$
|
(36,084
|
)
|
|
|
|
|
|
|
|
|
|
Cash Flows used in investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquisition of property and equipment
|
|
|
(10,512
|
)
|
|
|
(46,833
|
)
|
Addition to intangible assets
|
|
|
(294,507
|
)
|
|
|
(189,174
|
)
|
|
|
|
|
|
|
|
|
|
Net cash used in investing activities
|
|
$
|
(305,019
|
)
|
|
$
|
(236,007
|
)
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long term - Due to related parties
|
|
|
-
|
|
|
|
(58,297
|
)
|
Common stock
|
|
|
151,001
|
|
|
|
3,460
|
|
Preferred stock
|
|
|
-
|
|
|
|
500
|
|
Additional paid in capital
|
|
|
(74,197
|
)
|
|
|
342,540
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by financing activities
|
|
$
|
76,804
|
|
|
$
|
288,203
|
|
|
|
|
|
|
|
|
|
|
Effect of exchange rate changes on cash
|
|
|
48,810
|
|
|
|
42,941
|
|
|
|
|
|
|
|
|
|
|
Net (decrease) / increase in cash
|
|
$
|
(60,727
|
)
|
|
$
|
59,053
|
|
|
|
|
|
|
|
|
|
|
Cash at Beginning of Period
|
|
|
91,106
|
|
|
|
10,530
|
|
|
|
|
|
|
|
|
|
|
Cash at End of Period
|
|
$
|
30,379
|
|
|
$
|
69,583
|
|
The
accompanying notes are an integral part of these consolidated financial statements.
Duo
World Inc. and Subsidiaries
|
Notes
to the Consolidated Financial Statements
|
December
31, 2016
|
(Unaudited)
|
Note 1
- Organization and Nature of Operations
Duo World Inc. (hereinafter referred to as
“Successor” or “Duo”) a private company, was organized under the laws of the state of Nevada on September
19, 2014. Duo Software (Pvt.) Limited (hereinafter referred to as “DSSL” or “Predecessor”), a Sri Lanka
based company, was incorporated on 22nd September 2004, in the Democratic Socialist Republic of Sri Lanka, as a limited liability
company. Duo Software (Pte.) Limited (hereinafter referred to as “DSS” or “Predecessor”), a Singapore based
company, was incorporated on 5th June 2007 in the Republic of Singapore as a limited liability company. DSS also includes its wholly
owned subsidiary, Duo Software India (Private) Limited (India) which was incorporated on 30th August 2007, under the laws of India.
On
December 3, 2014, Duo Software (Pvt.) Limited (DSSL) and Duo Software Pte. Limited (DSS) executed a reverse recapitalization with
Duo World Inc. (Duo). Duo (Successor) is a holding company that conducts operations through its wholly owned subsidiaries DSSL
and DSS (Predecessors) in Sri Lanka, Singapore and India. The consolidated entity is referred to as "the Company". The
Company, having its development center in Colombo, has been in the space of developing products and services for the subscription-based
industry. The Company’s application (“Duo Subscribe”, “Duo Contact”, “Digin”, “Facetone”
CloudCharge and SmoothFlow) provide solutions in the space of Data Analytics, Customer Life Cycle Management, Subscriber
Billing and Work Flow
.
Note 2
- Basis of Presentation
The
accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally
accepted in the United States of America and the rules and regulations of the United States Securities and Exchange Commission
for interim financial information. Accordingly, they do not include all the information and disclosures necessary for a comprehensive
presentation of consolidated financial position, results of operations, or cash flows. It is management’s opinion, however,
that all material adjustments (consisting of normal recurring adjustments) have been made which are necessary for a fair consolidated
financial statements presentation.
The
unaudited interim consolidated financial statements should be read in conjunction with the Company’s Annual Report, which
contains the audited consolidated financial statements and notes thereto, together with the Management’s Discussion and
Analysis, for the year ended March 31, 2016. The interim results for the period ended December 31, 2016 are not necessarily indicative
of results for the full fiscal year.
Note 3
- Summary of Significant Accounting Policies
Basis
of Consolidation
Duo
World Inc. is the parent company of its 100% subsidiaries Duo Software (Pvt.) Limited (DSSL) and Duo Software Pte Limited (DSS).
Duo Software Pte. Limited is the parent company of its 100% subsidiary Duo Software India (Private) Limited (India). All significant
inter-company accounts and transactions have been eliminated in consolidation.
Use
of Estimates
The
preparation of consolidated Financial Statements in conformity with U.S. generally accepted accounting principles requires management
to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets
and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting
period. Making estimates requires management to exercise significant judgment. It is least reasonably possible that the estimate
of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management
considered in formulating its estimate could change in the near term due to one or more future non-confirming events. Accordingly,
the actual results could differ from those estimates. The most significant estimates relate to the timing and amounts of revenue
recognition, the recognition and disclosure of contingent liabilities and the collectability of accounts receivable.
Duo
World Inc. and Subsidiaries
|
Notes
to the Consolidated Financial Statements
|
December
31, 2016
|
(Unaudited)
|
Risks
and Uncertainties
The
Company’s operations are subject to significant risk and uncertainties including financial, operational, competition and
potential risk of business failure. Product revenues are concentrated in the application software industry, which is highly competitive
and rapidly changing. Significant technological changes in the industry or customer requirements, or the emergence of competitive
products with new capabilities or technologies, could adversely affect operating results
Concentrations
of Credit Risk
Financial
instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash and
cash equivalents and accounts receivable. The Company maintains cash and cash equivalents with various high quality financial
institutions and we monitor the credit ratings of those institutions. The Company’s sales are primarily to the companies
located in Sri Lanka, Singapore, Indonesia and India. The Company performs ongoing credit evaluations of our customers, and the
risk with respect to trade receivables is further mitigated by the diversity, both by geography and by industry, of the customer
base. Accounts receivable are due principally from the companies under stated contract terms.
Provisions
A
provision is recognized when the Company has present obligations as a result of a past event. It is probable that an outflow of
resources embodying economic benefits will be required to settle the obligations and reliable estimate can be made of amount of
the obligation. Provisions are not discounted at their present value and are determined based on the best estimate required to
settle the obligation at the reporting date. These estimates are reviewed at each reporting date and adjusted to reflect the current
best estimates.
Accounts
Receivable and Provision for Doubtful Accounts
The
Company recognizes accounts receivable in connection with the products sold and services provided and have strong policies and
procedures for the collection of receivables from its clients. However, there are inevitably occasions when the receivables due
to the Company cannot be collected and, therefore, have to be written off as bad debts. While the debt collection process is being
pursued, an assessment is made of the likelihood of the receivable being collectable. A provision is, therefore, made against
the outstanding receivable to reflect that component that may not become collectable. The Company is in the practice of provisioning
for doubtful debts based on the period outstanding as per the following:
Trade receivables outstanding:
|
|
Provision
|
|
Over 24 months
|
|
|
100
|
%
|
Over 18 months
|
|
|
50
|
%
|
Over 15 months
|
|
|
25
|
%
|
Over 12 months
|
|
|
10
|
%
|
Over 9 months
|
|
|
5
|
%
|
Cash
Equivalents
The
Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. As of
December 31, 2016 and March 31, 2016, there were no cash equivalents.
Foreign
Currency Translation
The
functional currencies of the Company’s foreign subsidiaries are their local currencies. For financial reporting purposes,
these currencies have been translated into United States Dollars ($) and/or USD as the reporting currency. All assets and liabilities
denominated in foreign functional currencies are translated into U.S. dollars at the closing exchange rate on the balance sheet
date and equity balances are translated at historical rates. Revenues, costs and expenses in foreign functional currencies are
translated at the average rate of exchange during the period. Translation adjustments arising from the use of different exchange
rates from period to period are included as a component of shareholders’ deficit as “accumulated other comprehensive
income (loss)”. Gains and losses resulting from foreign currency transactions are included in the statement of operations
and comprehensive income / (loss) as other income (expense).
Duo
World Inc. and Subsidiaries
|
Notes
to the Consolidated Financial Statements
|
December
31, 2016
|
(Unaudited)
|
Fixed
assets
Fixed
assets (including leasehold improvements) are stated at cost, net of accumulated depreciation and amortization. Depreciation is
computed utilizing the straight-line method over the estimated useful lives of the related assets. The estimated salvage value
is considered as NIL. Amortization of leasehold improvements is computed utilizing the straight-line method over the estimated
benefit period of the related assets, which may not exceed 15 years, or the lease term, if shorter. Repairs and maintenance expenditures,
which are not considered improvements and do not extend the useful life of the property and equipment, are expensed as incurred.
In case of sale or disposal of an asset, the cost and related accumulated depreciation are removed from the consolidated financial
statements.
Useful
lives of the fixed assets are as follows:
Furniture & Fittings
|
|
|
5 years
|
|
Improvements to lease hold assets
|
|
|
Lease term
|
|
Office equipment
|
|
|
5 years
|
|
Computer equipment (Data Processing Equipment)
|
|
|
3 years
|
|
Website development
|
|
|
4 years
|
|
For
the financial year ending March 31, 2016, the useful life of Computer Equipment and Website development were assumed to be 5 years.
Impairment
of Long-Lived Assets
The
Company reviews long-lived assets, such as property, plant, and equipment for impairment whenever events or changes in circumstances
indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured
by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the
asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount
by which the carrying amount of the asset exceeds the fair value of the asset. Assets to be disposed of by sale would be separately
presented in the balance sheet and reported at the lower of the carrying amount or fair value less costs related to the sale,
and are no longer depreciated. The assets and liabilities of a group classified as held for sale would be presented separately
in the appropriate asset and liability sections of the balance sheet.
Fair
Value Measurements and Fair Value of Financial Instruments
The
Company measures assets and liabilities at fair value based on an expected exit price as defined by the authoritative guidance
on fair value measurements, which represents the amount that would be received on the sale of an asset or paid to transfer a liability,
as the case may be, in an orderly transaction between market participants. As such, fair value may be based on assumptions that
market participants would use in pricing an asset or liability.
The
estimated fair value of certain financial instruments, including cash and cash equivalents, accounts receivable, accounts payable
and accrued expenses are carried at historical cost basis, which approximates their fair values because of the short-term nature
of these instruments.
Duo
World Inc. and Subsidiaries
|
Notes
to the Consolidated Financial Statements
|
December
31, 2016
|
(Unaudited)
|
Revenue
Recognition, Deferred& Accrued Revenue
The
Company recognizes revenue from the sale of software licenses and related services in accordance with ASC Topic 605, Revenue Recognition.
ASC Topic 605 sets forth guidance as to when revenue is realized or realizable and earned, which is generally, when all of the
following criteria are met:
●
|
Persuasive
evidence of an arrangement exists. Evidence of an arrangement generally consists of a contract or purchase order signed by
the customer.
|
|
|
●
|
Delivery
has occurred or services have been performed. Services are considered delivered as the work is performed or, in the case of
maintenance, over the contractual service period. The Company uses written evidence of customer acceptance to verify delivery
or completion of any performance terms.
|
|
|
●
|
The
seller’s price to the buyer is fixed or determinable. The Company assesses whether the sales price is fixed or determinable
based on payment terms associated with the transaction and whether the sales price is subject to refund or adjustment.
|
|
|
●
|
Collectability
is reasonably assured. The Company assesses collectability primarily based on the creditworthiness of the customer as determined
by credit checks and related analysis, as well as the customer’s payment history, economic conditions in the customer’s
industry and geographic location and general economic conditions. If we do not consider collection of a fee to be probable,
we defer the revenue until the fees are collected, provided all other conditions for revenue recognition have been met.
|
The
Company typically licenses its products on a per server, per user basis with the price per customer varying based on the selection
of the products licensed, the number of site installations and the number of authorized users. Currently, Duo is offering three
products from which it generates its revenue; they are “Duo Contact”, “Duo Subscribe” and “Facetone”.
In the case of “Duo Contact”, Duo offers license to use software to its clients under an agreement. Invoices are raised
monthly over the term of agreement, and it recognizes revenue monthly over the term of the underlying arrangement. In the case
of “Duo Subscribe” and “Facetone”, Duo sells its software license along with software implementation and
annual maintenance services under an agreement with various clients. The Company raises invoices on a key milestone basis, as
defined in the agreement. Revenue recognition is based on stage of completion basis. Revenues from consulting and training services
are typically recognized as the services are performed.
The
Company offers annual maintenance programs on its licenses that provide for technical support and updates to the Company’s
software products. Maintenance fees are bundled with license fees in the initial licensing period and charged separately for renewals
of annual maintenance in subsequent years. Fair value for maintenance is based upon either renewal rates stated in the contracts
or separate sales of renewals to customers. Revenue is recognized ratably, or daily, over the term of the maintenance period,
which is typically one year.
For
the nine months ended December 31, 2016 and 2015, the Company received only cash as consideration for sale of licenses and related
services rendered.
For
the nine months ended December 31, 2016 and December 31, 2015, the Company had following concentrations of revenue with customers:
Customer
|
|
December 31, 2016
|
|
|
December 31, 2015
|
|
Megamedia
|
|
|
38.51
|
%
|
|
|
32.22
|
%
|
DEN Networks
|
|
|
30.08
|
%
|
|
|
26.49
|
%
|
Hutchison
|
|
|
9.09
|
%
|
|
|
13.58
|
%
|
Mediatama
|
|
|
2.55
|
%
|
|
|
7.27
|
%
|
Dish Media
|
|
|
-
|
|
|
|
6.16
|
%
|
HelloCorp
|
|
|
2.49
|
%
|
|
|
3.57
|
%
|
Topaz
|
|
|
7.04
|
%
|
|
|
2.71
|
%
|
Bank of Ceylon
|
|
|
2.00
|
%
|
|
|
-
|
|
Other misc. customers
|
|
|
8.24
|
%
|
|
|
8.01
|
%
|
|
|
|
100.00
|
%
|
|
|
100.00
|
%
|
Duo
World Inc. and Subsidiaries
|
Notes
to the Consolidated Financial Statements
|
December
31, 2016
|
(Unaudited)
|
Deferred
Revenue -
Deferred revenue represents advance payments for software licenses, services, and maintenance billed in advance
of the time revenue is recognized. As at December 31, 2016 and March 31, 2016, deferred revenue was $23,312 and $9,954 respectively.
Accrued
Revenue/Unbilled Accounts Receivable -
Accrued revenue/Unbilled accounts receivable primarily occur due to the timing
of the respective billings, which occur subsequent to the end of each reporting period. As at December 31, 2016 and March 31,
2016, unbilled/accrued revenues were $20,681 and $31,154 respectively.
Cost
of Revenue
Cost
of revenue mainly includes purchases, product implementation costs, amortization of product development, developer support and
implementation, and consultancy fees related to the products offered by Duo. The aggregate cost related to the software implementations,
including support and consulting services pertaining to the revenue recognized during the reporting period, is recognized as Cost
of Revenue.
Product
research and development
Product
research and development expenses consist primarily of salary and benefits for the Company’s development and technical support
staff, contractors’ fees and other costs associated with the enhancements of existing products and services and development
of new products and services. Costs incurred for software development prior to technological feasibility are expensed as product
research and development costs in the period incurred. Once the point of technological feasibility is reached, which is generally
upon the completion of a working prototype that has no critical bugs and is a release candidate development costs are capitalized
until the product is ready for general release and are classified within "Intangibles assets" in the accompanying consolidated
balance sheets. The Company amortizes capitalized software development costs using the greater of the ratio of the products’
current gross revenues to the total of current gross revenues and expected gross revenues or on a straight-line basis over the
estimated economic life of the related product, which is typically four years.
During
the nine months ending on December 31, 2016 and 2015, product research and development cost of $294,507 and $189,174 respectively,
were capitalized as “Intangible assets”.
Advertising
Costs
The
Company expenses advertising costs as incurred. No advertising expenses were incurred during the nine months ended December 31,
2016. The amount expensed during the nine months ended December 31, 2015 was $781and is included in selling and distribution expense
in the accompanying consolidated statements of operations.
Comprehensive
Income
The
Comprehensive Income Topic of the FASB Accounting Standards Codification establishes standards for reporting and presentation
of comprehensive income and its components in a full set of financial statements. Comprehensive income from April 1, 2013 through
December 31, 2016, includes only foreign currency translation gains (losses), and is presented in the Company’s consolidated
statements of comprehensive income.
Duo
World Inc. and Subsidiaries
|
Notes
to the Consolidated Financial Statements
|
December
31, 2016
|
(Unaudited)
|
Changes
in Accumulated Other Comprehensive Income (Loss) by Component during the periods ending on December 31, 2016 and March 31, 2016
were as follows:
Foreign Currency Translation gains (losses)
|
|
|
|
Balance, March 31, 2015
|
|
$
|
84,309
|
|
Translation rate loss
|
|
|
(7,480
|
)
|
Balance, March 31, 2016
|
|
$
|
76,829
|
|
Translation rate gain during the period
|
|
|
57,238
|
|
Balance, December 31, 2016
|
|
$
|
134,067
|
|
Recent
Accounting Pronouncements
The
Company has reviewed accounting pronouncements that were issued as of December 31, 2016 and believes that these pronouncements
are not applicable to the Company, or that they will not have a material impact on the Company’s financial position or results
of operations.
Note 4
– Accounts Receivable
Following
is a summary of accounts receivable as at December 31, 2016 and March 31, 2016:
|
|
December 31, 2016
|
|
|
March 31, 2016
|
|
Accounts receivable – Trade
|
|
$
|
951,706
|
|
|
$
|
674,823
|
|
Less: Provision for doubtful debts
|
|
|
(242,863
|
)
|
|
|
(162,138
|
)
|
|
|
$
|
708,843
|
|
|
$
|
512,685
|
|
At
December 31, 2016 and March 31, 2016, the Company had following concentrations of accounts receivable with customers:
Customer
|
|
December 31, 2016
|
|
|
March 31, 2016
|
|
Megamedia
|
|
|
60.82
|
%
|
|
|
28.92
|
%
|
Digicable
|
|
|
4.73
|
%
|
|
|
23.68
|
%
|
DEN Networks
|
|
|
13.97
|
%
|
|
|
11.97
|
%
|
Dish Media
|
|
|
5.95
|
%
|
|
|
5.55
|
%
|
Topas
|
|
|
8.46
|
%
|
|
|
1.62
|
%
|
MediaNet
|
|
|
1.03
|
%
|
|
|
3.54
|
%
|
Mediatama
|
|
|
1.52
|
%
|
|
|
1.86
|
%
|
Hutchison
|
|
|
-
|
|
|
|
2.45
|
%
|
Fastway
|
|
|
-
|
|
|
|
5.54
|
%
|
Pentavision
|
|
|
-
|
|
|
|
4.51
|
%
|
Technosat
|
|
|
-
|
|
|
|
3.15
|
%
|
Other Misc. receivables
|
|
|
3.52
|
%
|
|
|
7.22
|
%
|
|
|
|
100.00
|
%
|
|
|
100.00
|
%
|
Duo
World Inc. and Subsidiaries
|
Notes
to the Consolidated Financial Statements
|
December
31, 2016
|
(Unaudited)
|
Note 5
– Prepaid Expenses and Other Current Assets
Following
is a summary of prepaid expenses and other current assets as at December 31, 2016 and March 31, 2016:
|
|
December 31, 2016
|
|
|
March 31, 2016
|
|
Security deposits
|
|
$
|
20,923
|
|
|
$
|
24,132
|
|
WHT receivable
|
|
|
198,329
|
|
|
|
205,632
|
|
Staff loan and advances
|
|
|
304
|
|
|
|
1,052
|
|
Supplier advance
|
|
|
4,304
|
|
|
|
1,786
|
|
ESC receivable
|
|
|
5,914
|
|
|
|
6,131
|
|
Insurance prepayment
|
|
|
2,003
|
|
|
|
1,632
|
|
Prepayments
|
|
|
243
|
|
|
|
1,526
|
|
Other receivables
|
|
|
13,852
|
|
|
|
7,854
|
|
|
|
$
|
245,872
|
|
|
$
|
249,745
|
|
Note 6
– Property and Equipment
Following
table illustrates net book value of property and equipment as at December 31, 2016 and March 31, 2016:
|
|
December 31, 2016
|
|
|
March 31, 2016
|
|
Office equipment
|
|
$
|
19,099
|
|
|
$
|
19,802
|
|
Furniture & fittings
|
|
|
212,695
|
|
|
|
220,526
|
|
Computer equipment (Data Processing Equipment)
|
|
|
468,278
|
|
|
|
479,273
|
|
Improvements to lease hold assets
|
|
|
1,922
|
|
|
|
1,993
|
|
Website Development
|
|
|
13,953
|
|
|
|
10,487
|
|
|
|
|
715,947
|
|
|
|
732,082
|
|
Less: Accumulated depreciation and amortization
|
|
|
(661,913
|
)
|
|
|
(626,292
|
)
|
Net property and equipment
|
|
$
|
54,034
|
|
|
$
|
105,790
|
|
Depreciation
and amortization expense for the nine months ended December 31, 2016 and 2015 was $57,813 and $26,830 respectively.
Note 7
– Intangible Assets
Intangible
assets comprise of capitalization of certain costs pertaining to product development, which meet the criteria as set forth above
under Note 3. Following table illustrates the movement in intangible assets as at December 31, 2016 and March 31, 2016:
|
|
December 31, 2016
|
|
|
March 31, 2016
|
|
Opening Balance
|
|
$
|
382,352
|
|
|
$
|
327,542
|
|
Add: Costs capitalized during the period
|
|
|
294,507
|
|
|
|
276,197
|
|
Less: Amount written –off during the period
|
|
|
(108,172
|
)
|
|
|
(202,311
|
)
|
Translational loss
|
|
|
(19,028
|
)
|
|
|
(19,076
|
)
|
Net Intangible Assets
|
|
$
|
549,660
|
|
|
$
|
382,352
|
|
Duo
World Inc. and Subsidiaries
|
Notes
to the Consolidated Financial Statements
|
December
31, 2016
|
(Unaudited)
|
Note 8
– Short Term Borrowings
Following
is a summary of short-term borrowings as at December 31, 2016 and March 31, 2016:
|
|
December 31, 2016
|
|
|
March 31, 2016
|
|
Yenom (Pvt.) Limited
|
|
$
|
-
|
|
|
$
|
13,636
|
|
PAN Asia Bank – Short term overdraft
|
|
|
328,511
|
|
|
|
213,804
|
|
Commercial Bank
|
|
|
4,916
|
|
|
|
138
|
|
|
|
$
|
333,426
|
|
|
$
|
227,578
|
|
Bank
overdraft facility, obtained from Pan Asia Banking Corporation PLC, contains an interest rate of 9.61% per annum up to $ 101,846
and 11.35% per annum up to $ 207,383.
Note 9
– Due to Related Parties
Due
to Related Parties – Short term
From
time to time, the Company receives advances from related parties such as officers, directors or principal shareholders in the
normal course of business. Loans and advances received from related parties are unsecured and non-interest bearing. Balances outstanding
to these persons for less than 12 months are presented under current liabilities in the accompanying consolidated financial statements.
As of December 31, 2016 and March 31, 2016, the Company owed directors $329,626 and $163,738 respectively.
Due
to Related Parties – Long term
Balances
outstanding to related parties for more than 12 months are presented under long-term liabilities in the accompanying consolidated
financial statements. Related party loan in the Balance Sheet of Duo Software Pte. Ltd was recognized at cost as of December
31, 2016, and at amortized cost as of March 31, 2016. As of December 31, 2016 and March 31, 2016, the Company owed directors $1,162,325
and $1,194,668 respectively.
Note 10
– Taxes Payable
The
taxes payable comprise of items listed below as at December 31, 2016 and March 31, 2016:
|
|
December 31, 2016
|
|
|
March 31, 2016
|
|
Stamp Duty Payable
|
|
$
|
52
|
|
|
$
|
51
|
|
PAYE
|
|
|
63,089
|
|
|
|
33,718
|
|
Tax payable
|
|
|
6,092
|
|
|
|
5,209
|
|
|
|
$
|
69,233
|
|
|
$
|
38,978
|
|
Note 11
– Accruals and Other Payables
Following
is a summary of accruals and other payables as at December 31, 2016 and March 31, 2016:
|
|
December 31, 2016
|
|
|
March 31, 2016
|
|
Audit fee payable
|
|
$
|
-
|
|
|
$
|
4,715
|
|
Accrued expenses
|
|
|
9,639
|
|
|
|
7,860
|
|
Third party refundable deposits
|
|
|
200
|
|
|
|
-
|
|
Other payables
|
|
|
69,560
|
|
|
|
70,866
|
|
|
|
$
|
79,399
|
|
|
$
|
83,441
|
|
Duo
World Inc. and Subsidiaries
|
Notes
to the Consolidated Financial Statements
|
December
31, 2016
|
(Unaudited)
|
Note 12
– Cost of Revenue
Following
is the summary of cost of revenue for the nine months ending December 31, 2016 and 2015:
|
|
December 31, 2016
|
|
|
December 31, 2015
|
|
Purchases
|
|
$
|
31,737
|
|
|
$
|
94,205
|
|
Implementation and onsite support cost
|
|
|
32,445
|
|
|
|
16,053
|
|
Product development cost written off
|
|
|
108,101
|
|
|
|
139,591
|
|
Consultancy, contract basis employee cost
|
|
|
19,007
|
|
|
|
15,676
|
|
Developer support and implementation
|
|
|
21,859
|
|
|
|
15,207
|
|
Other external services
|
|
|
7,981
|
|
|
|
30,134
|
|
Cost of development services
|
|
|
5,767
|
|
|
|
-
|
|
|
|
$
|
226,897
|
|
|
$
|
310,866
|
|
Note 13
– General and Administrative Expenses
Following
is the summary of general and administrative expenses for the nine months ending December 31, 2016 and 2015:
|
|
December 31, 2016
|
|
|
December 31, 2015
|
|
Directors remuneration
|
|
$
|
78,758
|
|
|
$
|
82,530
|
|
EPF
|
|
|
36,493
|
|
|
|
31,103
|
|
ETF
|
|
|
9,123
|
|
|
|
7,775
|
|
Bonus
|
|
|
24,961
|
|
|
|
39,598
|
|
Vehicle allowance
|
|
|
42,905
|
|
|
|
38,800
|
|
Staff welfare
|
|
|
20,176
|
|
|
|
20,476
|
|
Penalties / Late payment charges
|
|
|
4,792
|
|
|
|
5,018
|
|
Office rent
|
|
|
57,481
|
|
|
|
48,449
|
|
Electricity charges
|
|
|
12,190
|
|
|
|
14,869
|
|
Office maintenance
|
|
|
12,741
|
|
|
|
15,646
|
|
Telephone charges
|
|
|
9,304
|
|
|
|
9,765
|
|
Travelling expense
|
|
|
2,470
|
|
|
|
35,010
|
|
Printing and stationery
|
|
|
1,368
|
|
|
|
2,051
|
|
Office expenses
|
|
|
1,773
|
|
|
|
1,645
|
|
Computer maintenance
|
|
|
4,764
|
|
|
|
15,585
|
|
Internet charges
|
|
|
9,952
|
|
|
|
8,171
|
|
Courier and postage
|
|
|
575
|
|
|
|
465
|
|
Security charges
|
|
|
2,700
|
|
|
|
2,941
|
|
Training and development
|
|
|
170
|
|
|
|
288
|
|
Insurance expense
|
|
|
1,735
|
|
|
|
1,215
|
|
Professional fees
|
|
|
26,951
|
|
|
|
3,013
|
|
Secretarial fees
|
|
|
740
|
|
|
|
104
|
|
Un-claimable VAT input/ Irrecoverable tax
|
|
|
34,178
|
|
|
|
29,217
|
|
Software Rentals
|
|
|
19,372
|
|
|
|
16,102
|
|
Other professional services
|
|
|
224,103
|
|
|
|
352,146
|
|
Audit fee
|
|
|
5,068
|
|
|
|
20,000
|
|
Transfer agent fees
|
|
|
1,235
|
|
|
|
2,460
|
|
Filling fee and subscription
|
|
|
4,047
|
|
|
|
-
|
|
Stamp duty expenses
|
|
|
728
|
|
|
|
-
|
|
Legal fee
|
|
|
5,505
|
|
|
|
-
|
|
Gratuity
|
|
|
3,724
|
|
|
|
2,538
|
|
Other expenses
|
|
|
430
|
|
|
|
1,007
|
|
|
|
$
|
660,512
|
|
|
$
|
807,987
|
|
Duo World Inc. and Subsidiaries
|
Notes to the Consolidated Financial Statements
|
December 31, 2016
|
(Unaudited)
|
Note 14
– Selling and Distribution Expenses
Following
is the summary of selling and distribution expenses for the nine months ending on December 31, 2016 and 2015:
|
|
December 31, 2016
|
|
|
December 31, 2015
|
|
Marketing Expenses
|
|
$
|
1,472
|
|
|
$
|
18,737
|
|
Vehicle hire charges
|
|
|
4,810
|
|
|
|
5,040
|
|
Vehicle running expense
|
|
|
3,608
|
|
|
|
1,720
|
|
Foreign Travel
|
|
|
2,427
|
|
|
|
2,361
|
|
Advertisement
|
|
|
-
|
|
|
|
781
|
|
Visa expenses
|
|
|
250
|
|
|
|
217
|
|
|
|
$
|
12,567
|
|
|
$
|
28,856
|
|
Note
15 - Equity
As
at December 31, 2016, the Company had 90,000,000 authorized shares of common stock having a par value of $0.001. The shares of
Common Stock are designated with the following rights:
●
|
Voting
rights:
Common shareholders can attend at annual or special meeting of shareholders to cast vote or use a proxy.
|
|
|
●
|
Right
to elect board of directors:
Common shareholders control the Company through their right to elect the Company’s
board of directors.
|
|
|
●
|
Right
to share income and assets:
Common shareholders have the right to share the Company’s earnings equally on a
per share basis in the form of dividends. Similarly, in the event of liquidation, shareholders have claims on assets that
remain after meeting the obligations to pay accrued taxes, accrued salary and wages, creditors including bondholders (if any)
and preferred shareholders. Thus, common shareholders are residual claimants of the Company’s income and assets.
|
Duo
World Inc. and Subsidiaries
|
Notes
to the Consolidated Financial Statements
|
December
31, 2016
|
(Unaudited)
|
During
the nine months ended December 31, 2016, the Company issued following common shares:
Date
|
|
|
Type
|
|
No. of Shares
|
|
|
Valuation
|
|
04/22/2016
|
|
|
Stock issued to PPM-2 investor
|
|
|
188,000
|
|
|
$
|
141,000
|
|
04/22/2016
|
|
|
Stock issued to PPM-2 investor
|
|
|
13,334
|
|
|
|
10,001
|
|
04/27/2016
|
|
|
Stock issued for services
|
|
|
46,133
|
|
|
|
34,600
|
|
04/27/2016
|
|
|
Stock issued for services
|
|
|
240,000
|
|
|
|
180,000
|
|
04/27/2016
|
|
|
Stock issued as payment for accrued interest
|
|
|
20,000
|
|
|
|
15,000
|
|
|
|
|
|
|
|
507,467
|
|
|
$
|
380,600
|
|
As
at December 31, 2016, the Company had 10,000,000 authorized series “A” preferred shares having a par value of $0.001
per share. The preferred shares are designated with the following conversion rights:
●
|
One
preferred share will convert into ten (10) common shares no earlier than 12 months and 1 day after the issuance.
|
During
the nine months ended December 31, 2016, the Company has not issued any new preferred shares.
Note
16 - Commitments and Contingencies
The
Company consults with legal counsel on matters related to litigation and other experts both within and outside the Company with
respect to matters in the ordinary course of business. The Company does not have any contingent liabilities in respect of legal
claims arising in the ordinary course of business.
Duo
entered into a lease commitment for its Sri Lanka office amounting to $121,753 with Happy Building Management Company for a period
of 3 years in 2016. Duo entered into another lease commitment for its Indian office amounting to $1,199 on April 1, 2016 with
Regus Office Center Services Pvt. Limited for a period of 1 year.
Guarantee
provided by the company existed on the balance sheet date are as follows:
Date
|
|
|
Description
|
|
Amount
|
|
|
23/09/2011
|
|
|
Performance Bond for BOC Tender
|
|
$
|
10,160
|
|
|
15/05/2013
|
|
|
Guarantee for Lanka Clear
|
|
|
2,135
|
|
|
09/10/2012
|
|
|
Guarantee for CEB
|
|
|
338
|
|
|
31/07/2014
|
|
|
Guarantee for SLT
|
|
|
575
|
|
|
10/08/2015
|
|
|
Guarantee for LOLC
|
|
|
1,623
|
|
|
|
|
|
|
|
$
|
14,831
|
|
The
company has not provided any guarantees other than those mentioned above.
Note
17 - General
Figures
have been rounded off to the nearest dollar and the comparative figures have been re-arranged / reclassified, wherever necessary,
to facilitate comparison.
Item
2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Cautionary
Forward - Looking Statement
The
following discussion and analysis of the results of operations and financial condition of Duo World, Inc. should be read in conjunction
with the unaudited financial statements, and the related notes. References to “we,” “our,” or “us”
in this section refers to the Company and its subsidiaries. Our discussion includes forward-looking statements based upon current
expectations that involve risks and uncertainties, such as our plans, objectives, expectations and intentions.. We use words such
as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,”
“expect,” “believe,” “intend,” “may,” “will,” “should,”
“could,” and similar expressions to identify forward-looking statements.
Certain
matters discussed herein may contain forward-looking statements that are subject to risks and uncertainties. Such risks and uncertainties
include, but are not limited to, the following:
|
●
|
the
volatile and competitive nature of our industry,
|
|
●
|
the
uncertainties surrounding the rapidly evolving markets in which we compete,
|
|
●
|
the
uncertainties surrounding technological change of the industry,
|
|
●
|
our
dependence on its intellectual property rights,
|
|
●
|
the
success of marketing efforts by third parties,
|
|
●
|
the
changing demands of customers and
|
|
●
|
the
arrangements with present and future customers and third parties
|
Should
one or more of these risks or uncertainties materialize or should any of the underlying assumptions prove incorrect, actual results
of current and future operations may vary materially from those anticipated.
Our
MD&A is comprised of the following sections:
A.
Business Overview
B.
Critical Accounting Policies
C.
Results of operations for the three months ended December 31, 2016 and December 31, 2015
D.
Results of operations for the nine months ended December 31, 2016 and December 31, 2015
E.
Financial condition as at December 31, 2016 and March 31, 2016
F.
Liquidity and capital reserves
G.
Milestones for next twelve months
Duo
World Inc. (hereinafter referred to as “Successor” or “Duo”) a private company, was organized under the
laws of the state of Nevada on September 19, 2014. Duo Software (Pvt.) Limited (hereinafter referred to as “DSSL”
or “Predecessor”), a Sri Lanka based company, was incorporated on September 22, 2004, in the Democratic Socialist
Republic of Sri Lanka, as a limited liability company. Duo Software (Pte.) Limited (hereinafter referred to as “DSS”
or “Predecessor”), a Singapore based company, was incorporated on June 5, 2007 in the Republic of Singapore as a limited
liability company. DSS also includes its wholly-owned subsidiary, Duo Software India (Private) Limited (India) which was incorporated
on August 30, 2007, under the laws of India.
Effective
December 3, 2014, DSSL and DSS executed a reverse recapitalization with Duo. Duo (Successor) is a holding company that conducts
operations through its wholly owned subsidiaries DSSL and DSS (Predecessors) in Sri Lanka, Singapore and India. The consolidated
entity is referred to as “the Company”. The Company, having its development center in Colombo, Sri Lanka, has been
in the business of developing products and services for the subscription based industry. The Company’s applications (“DuoSubscribe”
& “DuoCLM”) run on its core platform “Duo World” and is a provider of solutions for its customers
for Customer Life Cycle Management, Subscriber Management, Customer Care, Billing and Contact Center Management.
Our
authorized capital consists of 100,000,000 shares of common stock, $0.001 par value, of which 10,000,000 shares of preferred stock,
$0.001 par value.
B.
|
Critical
Accounting Policies:
|
We
prepare our consolidated financial statements in accordance with GAAP. The preparation of consolidated financial statements also
requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, costs and expenses
and related disclosures. We base our estimates on historical experience and on various other assumptions that we believe to be
reasonable under the circumstances. Actual results could differ significantly from the estimates made by our management. To the
extent that there are differences between our estimates and actual results, our future financial statement presentation, financial
condition, results of operations and cash flows will be affected. We believe that the accounting policies discussed below are
critical to understanding our historical and future performance, as these policies relate to the more significant areas involving
management’s judgments and estimates.
Critical
accounting policies and estimates are those that we consider the most important to the portrayal of our financial condition and
results of operations because they require our most difficult, subjective or complex judgments, often as a result of the need
to make estimates about the effect of the matters that are inherently uncertain.
Revenue
Recognition
The
Company recognizes revenue from the sale of software licenses and related services in accordance with ASC Topic 605, Revenue Recognition.
ASC Topic 605 sets forth guidance as to when revenue is realized or realizable and earned, which is generally, when all of the
following criteria are met:
|
●
|
Persuasive
evidence of an arrangement exists. Evidence of an arrangement generally consists of a contract or purchase order signed by
the customer.
|
|
|
|
|
●
|
Delivery
has occurred or services have been performed. Services are considered delivered as the work is performed or, in the case of
maintenance, over the contractual service period. The Company uses written evidence of customer acceptance to verify delivery
or completion of any performance terms.
|
|
|
|
|
●
|
The
seller’s price to the buyer is fixed or determinable. The Company assesses whether the sales price is fixed or determinable
based on payment terms associated with the transaction and whether the sales price is subject to refund or adjustment.
|
|
|
|
|
●
|
Collectability
is reasonably assured. The Company assesses collectability primarily based on the creditworthiness of the customer as determined
by credit checks and related analysis, as well as the customer’s payment history, economic conditions in the customer’s
industry and geographic location and general economic conditions. If we do not consider collection of a fee to be probable,
we defer the revenue until the fees are collected, provided all other conditions for revenue recognition have been met.
|
The
Company typically licenses its products on a per server, per user basis with the price per customer varying based on the selection
of the products licensed, the number of site installations and the number of authorized users. Currently, Duo is offering three
products from which it generates its revenue; they are “Duo Contact”, “Duo Subscribe” and “FaceTone”.
In the case of “DuoContact”, Duo offers license to use software to its clients under an agreement. Invoices are raised
monthly over the term of agreement, and it recognizes revenue monthly over the term of the underlying arrangement. In the case
of “Duo Subscribe” and “FaceTone”, Duo sells its software license along with software implementation
and annual maintenance services under an agreement with various clients. The Company raises invoice on key milestone basis as
defined in the agreement. Revenue recognition is based on stage of completion basis. Revenues from consulting and training services
are typically recognized as the services are performed.
The
Company offers annual maintenance programs on its licenses that provide for technical support and updates to the Company’s
software products. Maintenance fees are bundled with license fees in the initial licensing period and charged separately for renewals
of annual maintenance in subsequent years. Fair value for maintenance is based upon either renewal rates stated in the contracts
or separate sales of renewals to customers. Revenue is recognized ratably, or daily, over the term of the maintenance period,
which is typically one year.
Provisions
A
provision is recognized when the company has present obligations as a result of past event, it is probable that an outflow of
resources embodying economic benefits will be required to settle the obligations and reliable estimate can be made of amount of
the obligation. Provisions are not discounted at their present value and are determined based on the best estimate required to
settle the obligation at the reporting date. These estimates are reviewed at each reporting date and adjusted to reflect the current
best estimates.
Income
Taxes
The
Company accounts for income taxes using the asset and liability method. Under the asset and liability method, deferred tax assets
and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying
amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred
tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those
temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in
tax rates is recognized in income in the period that includes the enactment date.
Quantitative
and Qualitative Disclosure about Market Risk
We
are exposed to financial market risks, primarily changes in interest rates. Market risk is the potential loss arising from adverse
changes in market rates and prices.
Foreign
Currency Exchange Risk
Our
results of operations and cash flows are subject to fluctuations due to changes in foreign currency exchange rates. All of our
revenues are normally generated in U.S. dollars or Sri Lankan rupees. Our expenses are generally denominated in the currencies
in which our operations are located, which are primarily in Asia and to a lesser extent in the U.S. Our results of operations
and cash flows are, therefore, subject to fluctuations due to changes in foreign currency exchange rates and may be adversely
affected in the future due to changes in foreign exchange rates. To date, we have not engaged in any foreign currency hedging
strategies. As our international operations grow, we plan to generate revenues in foreign currencies and we will continue to reassess
our approach to manage our risk relating to fluctuations in currency rates.
Inflation
We
do not believe that inflation had a material effect on our business, financial condition or results of operations in the last
three fiscal years. If our costs were to become subject to significant inflationary pressures, we may not be able to fully offset
such higher costs through price increases. Our inability or failure to do so could harm our business, financial condition and
results of operations.
C.
|
Results
of operations for the three months ended December 31, 2016 and December 31, 2015:
|
The
Company had revenues amounting to $282,385 and $351,183, respectively, for three months ended December 31, 2016 and December 31,
2015. Following is a breakdown of revenues for both periods:
|
|
December 31, 2016
|
|
|
December 31, 2015
|
|
|
Changes
|
|
|
|
|
|
|
|
|
|
|
|
DuoSubscribe
|
|
$
|
271,478
|
|
|
$
|
286,767
|
|
|
$
|
(15,289
|
)
|
DuoCLM
|
|
|
5,590
|
|
|
|
62,642
|
|
|
|
(57,052
|
)
|
Software hosting and reselling - FaceTone (Beta/testing version)
|
|
|
2,139
|
|
|
|
1,774
|
|
|
|
365
|
|
FaceTone
|
|
|
3,178
|
|
|
|
-
|
|
|
|
3,178
|
|
|
|
$
|
282,385
|
|
|
$
|
351,183
|
|
|
$
|
(68,798
|
)
|
Total
revenue for the three months ended December 31, 2016 decreased by 20% when compared to December 31, 2015. The decrease is mainly
due to the drop in revenue generated by the product DuoCLM (91%) and DuoSubscribe (5%) in the three months ended December 31,
2016 when compared to the same period in 2015.
The
company is no longer marketing DuoCLM and DuoSubscribe actively, as the newer products are being introduced to the market. FaceTone
is an advanced version of DuoCLM, and it is generating a lot of interest in the market, because of its superior features and flexibility.
Fully
owned subsidiary of Duo World Inc., Duo Software won a ‘Merit Award’ at the Asia Pacific ICT Alliance (APICTA) Awards,
held in December 2016 in Taipei, just months after winning ‘Gold’ and ‘Merit’ Awards at the National Best
Quality Software Awards (NBQSA) for the new products.
For
the three months ended December 31, 2016 and December 31, 2015, the Company had the following concentrations of revenues with
customers:
Customer
|
|
December 31, 2016
|
|
|
December 31, 2015
|
|
|
|
|
|
|
|
|
A
|
|
|
41.95
|
%
|
|
|
31.89
|
%
|
B
|
|
|
40.68
|
%
|
|
|
26.38
|
%
|
C
|
|
|
5.02
|
%
|
|
|
7.86
|
%
|
D
|
|
|
3.72
|
%
|
|
|
4.70
|
%
|
Other misc. customers
|
|
|
8.63
|
%
|
|
|
29.17
|
%
|
|
|
|
100
|
%
|
|
|
100
|
%
|
The
total cost of sales amounted to $84,575 and $141,355 for the three months ended December 31, 2016 and December 31, 2015,
respectively. The following table sets forth the Company’s cost of sales breakdown for both periods:
|
|
December 31, 2016
|
|
|
December 31, 2015
|
|
|
Change
|
|
|
|
|
|
|
|
|
|
|
|
Purchases
|
|
$
|
12,041
|
|
|
$
|
41,525
|
|
|
$
|
(29,484
|
)
|
Implementation and onsite support cost
|
|
|
9,542
|
|
|
|
9,531
|
|
|
|
11
|
|
Product development cost written off
|
|
|
38,105
|
|
|
|
49,734
|
|
|
|
(11,629
|
)
|
Consultancy, contract basis employee cost
|
|
|
-
|
|
|
|
2,781
|
|
|
|
(2,781
|
)
|
Developer support and implementation
|
|
|
11,139
|
|
|
|
7,651
|
|
|
|
3,488
|
|
Other external services
|
|
|
7,981
|
|
|
|
30,133
|
|
|
|
(22,152
|
)
|
Cost of development services
|
|
|
5,767
|
|
|
|
-
|
|
|
|
5,767
|
|
Total cost of sales
|
|
$
|
84,575
|
|
|
$
|
141,355
|
|
|
$
|
(56,780
|
)
|
Cost
of sales as a percentage to revenue declined from 40% in the three months ended December 31, 2015 to a 30% in the three months
ended December 31, 2016. Reduction in purchases (outsourced components) and external services were the main contributors to the
decrease in cost of sales.
The
gross income for the three months ended December 31, 2016 and December 31, 2015 amounted to $197,810 and $209,827, respectively.
The
total operating expenditures amounted to $324,718 and $274,809 for the three months ended December 31, 2016 and December 31 2015,
respectively. The following table sets forth the Company’s operating expenditure analysis for both periods:
|
|
December 31, 2016
|
|
|
December 31, 2015
|
|
|
Change
|
|
|
|
|
|
|
|
|
|
|
|
Research and development
|
|
$
|
10,461
|
|
|
$
|
6,867
|
|
|
$
|
3,594
|
|
General and administrative
|
|
|
146,287
|
|
|
|
156,893
|
|
|
|
(10,606
|
)
|
Salaries and benefits
|
|
|
113,514
|
|
|
|
88,239
|
|
|
|
25,275
|
|
Selling and distribution
|
|
|
5,937
|
|
|
|
13,503
|
|
|
|
(7,566
|
)
|
Depreciation
|
|
|
7,725
|
|
|
|
9,107
|
|
|
|
(1,382
|
)
|
Amortization of web site development
|
|
|
438
|
|
|
|
200
|
|
|
|
238
|
|
Allowance for bad debts
|
|
|
40,356
|
|
|
|
-
|
|
|
|
40,356
|
|
Total operating expenses
|
|
$
|
324,718
|
|
|
$
|
274,809
|
|
|
$
|
49,909
|
|
Following
are the main reasons for the variances in operating expenses of the Company:
Research
and Development
Research
and development expenses nominally increased by $3,594 during the three months ended December 31, 2016 when compared with
three months ended December 31, 2015.
General
and Administrative Cost
During
the three months ended December 31, 2016, general and administrative cost declined by 7% when compared to the same period in 2015.
The main reason for the decline was non-payment of bonus in the three months ended 2016. During the three months ended December
31, 2015, the Bonus expenditure amounted to 15% of the total general and administrative cost.
Salaries
and benefits
Salaries
and benefits increased by 29% during the three months ended December 31, 2016 when compared with the same period in 2015. The
company increased its salaries and benefits paid to staff in the months of August and October 2016, in order to remain competitive
and attract the right resources.
Selling
and distribution
There
is a decrease of 56% on account of expenditure incurred for selling and distribution activities in the three months ended December
31, 2016 when compared to the three months ended December 31, 2015. The company curtailed all marketing activities related to
DuoCLM and DuoSubscribe, during the three months ended December 31, 2016, and focused on completing the testing the new products.
Allowance
for bad debts
During
the three months ended December 31, 2016, the company provided an allowance for bad debts on a quarterly basis, whereas it was
only provided at the financial year end during the previous period.
The
loss from operations for the three months ended December 31, 2016 and December 31, 2015 amounted to $126,908 and $64,982, respectively.
The
Company’s other income and (expenses) for the three months ended December 31, 2016 and December 31, 2015 amounted to $6,643
and $5,447, respectively. The following table sets forth the Company’s other income and (expenses) analysis for both periods:
|
|
December 31, 2016
|
|
|
December 31, 2015
|
|
|
Change
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense
|
|
$
|
(7,409
|
)
|
|
$
|
(7,980
|
)
|
|
$
|
571
|
|
Other income
|
|
|
28
|
|
|
|
3,155
|
|
|
|
(3,127
|
)
|
Bank charges
|
|
|
(1,005
|
)
|
|
|
(834
|
)
|
|
|
(171
|
)
|
Exchange gain
|
|
|
15,029
|
|
|
|
11,106
|
|
|
|
3,923
|
|
Total other income (expenses)
|
|
$
|
6,643
|
|
|
$
|
5,447
|
|
|
$
|
1,196
|
|
Other
income has marginally increased from $ 5,447 in the three months ended December 31, 2015 to $6,643 in the three months ended December
31, 2016. The main reason for this increase was the favorable fluctuations in exchange rates.
The
loss before provision for income taxes for the three months ended December 31, 2016 and December 31, 2015 amounted to $120,265
and $59,535, respectively.
The
net loss for the three months ended December 31, 2016 and December 31, 2015 amounted to $120,265 and $60,067, respectively.
The
Company’s comprehensive loss for the three months ended December 31, 2016 and December 31, 2015 amounted to $78,031 and
$66,314, respectively.
Comprehensive Income / (Loss):
|
|
December 31, 2016
|
|
|
December 31, 2015
|
|
Gain / (loss) on foreign currency translation
|
|
$
|
42,234
|
|
|
$
|
(6,247
|
)
|
Net loss
|
|
|
(120,265
|
)
|
|
|
(60,067
|
)
|
Comprehensive loss
|
|
$
|
(78,031
|
)
|
|
$
|
(66,314
|
)
|
At
December 31, 2016 and March 31, 2016, the Company had 38,567,467 and 38,060,000 common shares issued and outstanding, respectively.
The weighted average number of shares for the three months ended December 31, 2016 and December 31, 2015 was 38,567,467 and 38,060,000,
respectively. The loss per share for both periods was $(0.00) per share and $(0.00) per share, respectively.
D.
|
Results
of operations for the nine months ended December 31, 2016 and December 31, 2015:
|
The
Company had revenues amounting to $923,501 and $1,019,314, respectively, for nine months ended December 31, 2016 and December
31, 2015. Following is a breakdown of revenues for both periods:
|
|
December 31, 2016
|
|
|
December 31, 2015
|
|
|
Changes
|
|
|
|
|
|
|
|
|
|
|
|
DuoSubscribe
|
|
$
|
763,175
|
|
|
$
|
808,451
|
|
|
$
|
(45,276
|
)
|
DuoCLM
|
|
|
144,966
|
|
|
|
203,698
|
|
|
|
(58,732
|
)
|
Software hosting and reselling - FaceTone (Beta/testing version)
|
|
|
7,392
|
|
|
|
7,165
|
|
|
|
227
|
|
FaceTone
|
|
|
7,968
|
|
|
|
-
|
|
|
|
7,968
|
|
|
|
$
|
923,501
|
|
|
$
|
1,019,314
|
|
|
$
|
(95,813
|
)
|
Total
revenue for the nine months ended December 31, 2016 has marginally decreased by 9% when compared to nine months ended December
31, 2015. The decrease was mainly due to the decrease in revenue generated by the product DuoCLM (29%) and DuoSubscribe (5%) in
the nine months ended December 2016 when compared to the nine months ended December 31, 2015. The company has also scaled down
all marketing and selling activities for DuoCLM and DuoSubscribe
For
the nine months ended December 31, 2016 and December 31, 2015, the Company had the following concentrations of revenues with customers:
Customer
|
|
December 31, 2016
|
|
|
December 31, 2015
|
|
|
|
|
|
|
|
|
A
|
|
|
38.51
|
%
|
|
|
32.22
|
%
|
B
|
|
|
30.08
|
%
|
|
|
26.49
|
%
|
C
|
|
|
9.09
|
%
|
|
|
13.58
|
%
|
D
|
|
|
7.04
|
%
|
|
|
2.71
|
%
|
Other misc. customers
|
|
|
15.28
|
%
|
|
|
25.00
|
%
|
|
|
|
100
|
%
|
|
|
100
|
%
|
The
total cost of sales amounted to $226,897 and $310,866 for the nine months ended December 31, 2016 and December 31, 2015,
respectively. The following table sets forth the Company’s cost of sales breakdown for both periods:
|
|
December 31, 2016
|
|
|
December 31, 2015
|
|
|
Change
|
|
|
|
|
|
|
|
|
|
|
|
Purchases
|
|
$
|
31,737
|
|
|
$
|
94,205
|
|
|
$
|
(62,468
|
)
|
Implementation and onsite support cost
|
|
|
32,445
|
|
|
|
16,053
|
|
|
|
16,392
|
|
Product development cost written off
|
|
|
108,101
|
|
|
|
139,591
|
|
|
|
(31,490
|
)
|
Consultancy, contract basis employee cost
|
|
|
19,007
|
|
|
|
15,676
|
|
|
|
3,331
|
|
Developer support and implementation
|
|
|
21,859
|
|
|
|
15,207
|
|
|
|
6,652
|
|
Other external services
|
|
|
7,981
|
|
|
|
30,134
|
|
|
|
(22,153
|
)
|
Cost of development services
|
|
|
5,767
|
|
|
|
-
|
|
|
|
5,767
|
|
Total cost of sales
|
|
$
|
226,897
|
|
|
$
|
310,866
|
|
|
$
|
(83,969
|
)
|
Cost
of sales as a percentage to revenue declined from 30% in the nine months ended December 31, 2015, to 25% in the same period in
2016. Reduction in purchases, services received from external parties and decrease in product development cost write off, were
the main contributors to the decrease in cost of sales during the nine months ended December 31, 2016.
The
gross income for the nine months ended December 31, 2016 and December 31, 2015 amounted to $696,604 and $708,448, respectively.
The
total operating expenditures amounted to $1,168,530 and $1,190,769 for the nine months ended December 31, 2016 and December 31,
2015, respectively. The following table sets forth the Company’s operating expenditure analysis for both periods:
|
|
December 31, 2016
|
|
|
December 31, 2015
|
|
|
Change
|
|
|
|
|
|
|
|
|
|
|
|
Research and development
|
|
$
|
30,088
|
|
|
$
|
52,169
|
|
|
$
|
(22,081
|
)
|
General and administrative
|
|
|
660,512
|
|
|
|
807,987
|
|
|
|
(147,475
|
)
|
Salaries and benefits
|
|
|
322,374
|
|
|
|
274,927
|
|
|
|
47,447
|
|
Selling and distribution
|
|
|
12,567
|
|
|
|
28,856
|
|
|
|
(16,289
|
)
|
Depreciation
|
|
|
56,149
|
|
|
|
25,893
|
|
|
|
30,256
|
|
Amortization of web site development
|
|
|
1,664
|
|
|
|
937
|
|
|
|
727
|
|
Allowance for bad debts
|
|
|
85,176
|
|
|
|
-
|
|
|
|
85,176
|
|
Total operating expenses
|
|
$
|
1,168,530
|
|
|
$
|
1,190,769
|
|
|
$
|
(22,239
|
)
|
Following
are the main reasons for the variances in operating expenses of the Company:
Research
and Development
Research
and development expenses decreased by 42% during the nine months ended December 31, 2016 when compared with the nine months ended
December 31, 2015, as most products have completed research and development phase and moved on to product development phase.
General
and Administrative Cost
During
the nine months ended December 31, 2016, general and administrative cost declined by 18% when compared to the same period in 2015.
The main reason for the decrease is due to the reduction in the professional fees paid to consultants and auditors in preparation
and filing of S1 registration statement. This cost amounted to $252,809 and $369,910 respectively in the nine months ended December
31, 2016, and December 31, 2015. Resulting in a reduction of 32% in the nine months ended December 31, 2016
Salaries
and benefits
Salaries
and benefits increased by 17% during the nine months ended December 31, 2016 when compared with the same period in 2015. The company
Increased salaries and benefits paid to staff in order to remain competitive and attract resources.
Selling
and distribution
There
is a decrease of 56% on account of expenditure incurred for selling and distribution activities in the nine months ended December
31, 2016 when compared to the nine months ended in December 31, 2015.
The company curtailed all marketing activities on its existing
products DuoCLM and DuoSubscribe, during the nine months ended December 31, 2016, in order to focus on its new products,
Allowance
for bad debts
During
the nine months ended December, 2016, the company provided an allowance for bad debts on a quarterly basis, whereas it was provided
at the end of financial year during the previous period.
The
loss from operations for the nine months ended December 31, 2016 and December 31, 2015 amounted to $471,926 and $482,321, respectively.
The
Company’s other income and (expenses) for the nine months ended December 31, 2016 and December 31, 2015 amounted to $3,344
and $8,189, respectively. The following table sets forth the Company’s other income and (expenses) analysis for both
periods:
|
|
December 31, 2016
|
|
|
December 31, 2015
|
|
|
Change
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense
|
|
$
|
(17,885
|
)
|
|
$
|
(24,274
|
)
|
|
$
|
6,389
|
|
Gain on debt extinguishment
|
|
|
-
|
|
|
|
16,331
|
|
|
|
(16,331
|
)
|
Other income
|
|
|
273
|
|
|
|
(9
|
)
|
|
|
282
|
|
Bank charges
|
|
|
(2,733
|
)
|
|
|
(1,759
|
)
|
|
|
(974
|
)
|
Exchange gain / (loss)
|
|
|
23,689
|
|
|
|
17,899
|
|
|
|
5,790
|
|
Total other income (expenses)
|
|
$
|
3,344
|
|
|
$
|
8,189
|
|
|
$
|
(4,845
|
)
|
Other
income has decreased from $8,189 in the nine months ended December 31, 2015 to $3,344 in the nine months ended December
31, 2016. This decrease is mainly due to the gain recorded on debt extinguishment during the nine months ended December 31, 2015.
The
loss before provision for income taxes for the nine months ended December 31, 2016 and December 31, 2015 amounted to $468,582
and $474,131, respectively.
The
net loss for the nine months ended December 31, 2016 and December 31, 2015 amounted to $468,582 and $475,776, respectively.
The
Company’s comprehensive loss for the nine months ended December 31, 2016 and December 31, 2015 amounted to $416,921 and
$456,807, respectively.
Comprehensive Loss:
|
|
December 31, 2016
|
|
|
December 31, 2015
|
|
Gain on foreign currency translation
|
|
$
|
51,661
|
|
|
$
|
18,969
|
|
Net loss
|
|
|
(468,582
|
)
|
|
|
(475,776
|
)
|
Comprehensive loss
|
|
$
|
(416,921
|
)
|
|
$
|
(456,807
|
)
|
At
December 31, 2016 and March 31, 2016, the Company had 38,567,467 and 38,060,000 common shares issued and outstanding, respectively.
The weighted average number of shares for the nine months ended December 31, 2016 and December 31, 2015 was 38,521,304 and 37,707,709,
respectively. The loss per share for both periods was $(0.01) per share and $(0.01) per share, respectively.
E.
|
Financial
condition as at December 31, 2016 and March 31, 2016:
|
Assets:
The
Company reported total assets of $1,627,103 and $1,390,902 as on December 31, 2016 and March 31, 2016, respectively. 44% of these
total assets include net accounts receivables and 34% of total assets comprise intangible assets of the Company. Our property
and equipment include office equipment, computer equipment (Data Processing Equipment), furniture and fittings, web site developments
and improvement to lease- hold assets having a total net book value of $54,034 and $105,790 as at December 31, 2016 and March
31, 2016, respectively. We also had a deferred tax asset of $18,070 as at March 31, 2016 which now totals to $17,634 as at December
31, 2016. Furthermore, our current assets at March 31, 2016 totaled $884,690 and at December 31, 2016, these current assets amounted
to $1,005,775 comprised of cash of $30,379, accounts receivable of $708,843, prepaid and other current assets of $245,872 and
accrued revenue of $20,681.
Liabilities:
The
Company had total liabilities of $2,701,887 and $2,402,890 as at December 31, 2016 and March 31, 2016 respectively. Long term
liabilities include balances owed to related parties which are outstanding for more than 12 months. Our current liabilities at
March 31, 2016 totaled $1,208,022. We have seen a 27% increase in current liabilities amounting to $331,340, making total current
liabilities of $1,539,562 as at December 31, 2016. These mainly include short term third party debt, payroll liabilities, payable
to related parties, deferred revenue, taxes payable, accrued liabilities and our day to day operational creditors.
Stockholder’s
Deficit:
At
March 31, 2016, the Company had stockholders´ deficit of $1,011,988. At December 31, 2016, the Company had stockholders´
deficit of $1,074,784, which represents an increase of 6%.
The
Company had 38,567,467 and 38,060,000 shares issued and outstanding at December 31, 2016 and March 31, 2016, respectively.
F.
|
Liquidity
and capital reserves:
|
The
Company had loss from operations of $126,908 and $471,926 for the three and nine months ended December 31, 2016, respectively;
a total other income amounting to $6,643 and $3,344 for the three and nine months ended December 31, 2016, respectively;
and a net loss of $120,265 and $468,582 for the three and nine months ended December 31, 2016, respectively.
In
summary, our cash flows for the nine months ended December 31, 2016 and December 31, 2015 were as follows:
|
|
December 31, 2016
|
|
|
December 31, 2016
|
|
Net cash provided by / (used in) operating activities
|
|
$
|
118,678
|
|
|
$
|
(36,084
|
)
|
Net cash used in investing activities
|
|
|
(305,019
|
)
|
|
|
(236,007
|
)
|
Net cash provided by financing activities
|
|
|
76,804
|
|
|
|
288,203
|
|
Since
inception, we have financed our operations primarily through internally generated funds and the use of our lines of credit with
several financial institutions. We had $30,379 in cash; net cash provided by operations of $118,678 for the nine months ended
December 31, 2016; working capital deficit of $533,787 and stockholders´ deficit of $1,074,784 as of December 31, 2016.
G.
|
Milestones for next twelve months (2016-2017):
|
Our
specific plan of operations and milestones through January 2018 are as follows:
1)
|
Product
Development and Launch:
|
|
|
|
We
intend to commercially launch the new cloud based, SaaS products: CloudCharge, DigIn, FaceTone and Smoothflow.
|
|
|
2)
|
Expansion:
|
|
a)
|
Geographical
Expansion
|
|
|
|
|
|
We
intend to set up sales and support teams in Asian countries that have growing subscription markets. We hope to establish our
presence in the United States by opening our first sales office in Boston during 2017.
|
|
|
|
|
b)
|
Market
Expansion
|
|
|
|
|
|
Currently,
we have clients in India, Indonesia, Nepal, Maldives, Dubai and Sri Lanka.
|
|
|
|
|
|
We
intend to expand into new markets and regions with enhanced and new products
|
|
|
|
|
c)
|
Knowledge
Capital, Learning and Innovation.
|
|
|
|
|
|
Our
greatest strength is our human capital. We have the ability to continue to innovate and set trends within the industries in
which we operate, due to our ability to innovate and create value in our products.
|
|
|
|
|
|
Our
management intends to:
|
|
●
|
Continue
to empower and create value for our human capital;
|
|
|
|
|
●
|
Encourage
disruptive technologies;
|
|
|
|
|
●
|
Provide
greater opportunities for knowledge sharing; and
|
|
|
|
|
●
|
Sponsor
and motivate learning and adoption of new technologies
|
|
d)
|
Infrastructure
|
|
|
|
|
|
We
plan to increase our infrastructure in order to:
|
|
●
|
Facilitate
the increase in software development teams supporting R&D and Product Development;
|
|
|
|
|
●
|
Expand
our Global Support Center to cater to the increase in customer base, and increase in our product lines;
|
|
|
|
|
●
|
Set
up a smaller software development center in India, which would also be used as a disaster recovery center in the event our
development center in Sri Lanka becomes incapacitated due to unforeseen events.
|
|
e)
|
Financial
Performance
|
|
|
|
|
|
We
intend to provide value for all our shareholders by:
|
|
●
|
Increasing
profitability and free cash flow;
|
|
|
|
|
●
|
Efficiently
managing the use of capital;
|
|
|
|
|
●
|
Capitalizing
and maximizing on the high growth opportunities in the market;
|
|
|
|
|
●
|
Providing
a robust and steady capital appreciation; and
|
|
|
|
|
●
|
Providing
options to realize gains
|
|
f)
|
Corporate
Social Responsibility
|
|
|
|
|
|
Our
wholly-owned subsidiary, Duo Software (Pvt.) Ltd., was Asia’s first software development company to be certified Carbon
Neutral in 2011.
|
|
|
|
|
|
We
intend to be environmentally friendly, and continue with the carbon foot print audit and Carbon Neutral Certification in 2017.
|
Item
3. Quantitative and Qualitative Disclosures about Market Risk
Not
applicable.
Item
4. Controls and Procedures
Evaluation
of Disclosure Controls and Procedures
As
of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation
of our Principal Executive Officer and Principal Financial Officer of the effectiveness of the design and operation of our disclosure
controls and procedures. Based on this evaluation, our Principal Executive Officer and Principal Financial Officer concluded that
our disclosure controls and procedures (as defined in Rules 13a-15(e) and Rule 15d-15(e) under the Securities Exchange Act of
1934) were effective.
Changes
in internal control over financial reporting
There
were no changes in our internal control over financial reporting during our last fiscal quarter that materially affected, or is
reasonably likely to materially affect, the Company’s internal control over financial reporting.